**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended July 31, 2007





Or





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ____________ to ________________





Commission
      file number 000-51519




**TRUE
                  NORTH ENERGY CORPORATION**(Exact
                  name of small business issuer as specified in its charter)**Nevada**
              
              **98-043482**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              
              (IRS
                  Employer Identification
                No.)**2
                  Allen Center, 1200 Smith Street, 16****th****Floor**
                **Houston,
                  Texas 77002**(Address
                  of principal executive offices)**(713)
                  353-3948**(Registrant’s
                  telephone number, including area code)(Former
                  address if changed since last report)





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months,
      and (2) has been subject to such filing requirements for the past 90 days.
      Yes
x No
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2). Yes o No
x





As
      of
      September 12, 2007, there were 66,680,973 shares of the issuer’s common stock,
      par value $0.0001, issued and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes o No
x





**TRUE
      NORTH ENERGY CORPORATION**


**JULY
      31, 2007 QUARTERLY REPORT ON FORM 10-QSB**


**TABLE
      OF CONTENTS**




**PAGE**Special
                Note Regarding Forward Looking Information
            3PART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            4Item
                2.
            Plan
                of Operation
            11Item
                3.
            Controls
                and Procedures
            14PART
                II - OTHER INFORMATIONItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            16Item
                5.
            Other
                Information
            16Item
                6.
            Exhibits
            19




2


**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





Except
      for historical information, this report contains forward-looking statements
      within the meaning of Section 27A of the Securities Act of 1933 and Section
      21E
      of the Securities Exchange Act of 1934. Such forward-looking statements involve
      risks and uncertainties, including, among other things, statements regarding
      our
      business strategy, future revenues and anticipated costs and expenses. Such
      forward-looking statements include, among others, those statements including
      the
      words “expects,” “anticipates,” “intends,” “believes” and similar language. Our
      actual results may differ significantly from those projected in the
      forward-looking statements. Factors that might cause or contribute to such
      differences include, but are not limited to, those discussed “Plan of Operation”
as well as in the “Description of Business – Risk Factors”
      section in our Annual Report on Form 10-KSB for the year ended April 30, 2007.
      You should carefully review the risks described in our Annual Report and in
      other documents we file from time to time with the Securities and Exchange
      Commission. You are cautioned not to place undue reliance on the forward-looking
      statements, which speak only as of the date of this report. We undertake no
      obligation to publicly release any revisions to the forward-looking statements
      or reflect events or circumstances after the date of this document.




Although
      we believe that the expectations reflected in these forward-looking statements
      are based on reasonable assumptions, there are a number of risks and
      uncertainties that could cause actual results to differ materially from such
      forward-looking statements. These factors include, among others:




·
            The
                risks associated with oil and gas exploration;


·
            Our
                ability to raise capital to fund capital expenditures;


·
            Our
                ability to find, acquire, market, develop and produce new properties;


·
            Oil
                and gas price volatility;


·
            Uncertainties
                in the estimation of proved reserves and in the projection of future
                rates
                of production and timing of development expenditures;


·
            Operating
                hazards attendant to the natural gas and oil business;


·
            Downhole
                drilling and completion risks that are generally not recoverable
                from
                third parties or insurance;


·
            Availability
                and cost of material and equipment;


·
            Delays
                in anticipated start-up dates;


·
            Actions
                or inactions of third-party operators of our properties;


·
            Our
                ability to find and retain skilled personnel;


·
            Regulatory
                developments;


·
            Environmental
                risks; and


·
            General
                economic conditions.





All
      references in this Form 10-QSB to the “Company,” “True North Energy,” “we,” “us”
or “our” are to True North Energy Corporation. All references to share amounts
      in this Form 10-QSB give retroactive effect to a 5:1 forward stock split that
      was affected by the Company on April 18, 2006.




3


**PART
      1**–**FINANCIAL INFORMATION**




**ITEM
      1.  FINANCIAL STATEMENTS**





**PAGE**Balance
                Sheets as of July 31, 2007 and April
                30, 2007 (Unaudited)
            5Statements
                of Operations for the three month periods ended
                July 31, 2007 and 2006 and forthe
                period from February 1, 2006 (inception of exploration stage) to
                July 31, 2007 (Unaudited)
            6Statements
                of Cash Flows for the three-month periods ended
                July 31, 2007 and 2006 and forthe
                period from February 1, 2006 (inception of exploration stage) to
                July 31, 2007 (Unaudited)
            7Notes
                to Financial Statements (Unaudited)
            8




4




**TRUE
        NORTH ENERGY CORPORATION**
 **(An
        Exploration Stage Company)**
 **Balance
        Sheets**
 *(Unaudited)*




**July 31, 2007**
            
            **April 30, 2007****Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            31,057
            
            $
            267,845Prepaid
                expenses and other current assets
            
            
            276,262
            
            
            382,642Note
                receivable
            
            
            -
            
            
            180,000Interest
                receivable
            
            
            -
            
            
            2,367Total
                current assets
            
            
            307,319
            
            
            832,854Website
                development, net of accumulated amortization of $11,166 and $9,172,
                respectively
            
            
            12,760
            
            
            14,754Property
                and equipment (net of accumulated depreciation of $2,559 and $1,875,
                respectively)
            
            
            8,665
            
            
            9,349Unproven
                oil and gas properties, using successful efforts accounting
                method
            
            
            2,249,293
            
            
            685,400Total
                assets
            
            $
            2,578,037
            
            $
            1,542,357**Liabilities
                and Stockholders****’
                Equity**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            365,763
            
            $
            142,458Stock
                compensation payable
            
            
            88,062
            
            
            161,171Insurance
                note payable
            
            
            85,262
            
            
            196,656Total
                current liabilities
            
            
            539,087
            
            
            500,285Notes
                payable, net of unamortized discount of $95,783
            
            
            404,217
            
            
            250,000Total
                liabilities
            
            
            943,304
            
            
            750,285Commitments
                and contingenciesStockholders’
                Equity:Preferred
                Stock, $0.0001 par value; 20,000,000 shares authorized, no shares
                issued
                or outstanding
            
            
            -
            
            
            -Common
                Stock, par value $.0001; 100,000,000 shares authorized; 66,580,973
                and
                64,662,700 shares issued and outstanding, respectively
            
            
            6,658
            
            
            6,466Additional
                paid-in capital
            
            
            20,143,868
            
            
            10,007,662Pre-exploration
                stage accumulated deficit
            
            
            (72,350
            )
            
            (72,350
            )Accumulated
                deficit during exploration stage
            
            
            (18,443,443
            )
            
            (9,149,706
            )Total
                stockholders’ equity
            
            
            1,634,733
            
            
            792,072Total
                liabilities and stockholders’ equity
            
            $
            2,578,037
            
            $
            1,542,357





*See
      notes to financial statements.*




5




**TRUE
        NORTH ENERGY CORPORATON**
 **(An
        Exploration Stage Company)**
 **Statements
        of Operations**
 *(Unaudited)*




**Three Months Ended**
              **July 31,**
            
            **From**
              **February 1,**
              **2006**
              **(Inception of**
              **Exploration**
              **Stage) to**
              **July 31,****2007**
            
            **2006**
            
            **2007**Revenues
            
            $
            -
            
            $
            -
            
            $
            -Costs
                and expenses:Exploration
                costs
            
            
            19,531
            
            
            101,605
            
            
            6,493,139Lease
                operating costs
            
            
            84,309
            
            
            -
            
            
            191,925General
                and administrative:Compensation
                and benefits
            
            
            9,028,129
            
            
            313,184
            
            
            10,698,568Legal
                and accounting
            
            
            54,424
            
            
            31,839
            
            
            377,675Investor
                relations
            
            
            18,052
            
            
            65,739
            
            
            170,292Advisory
                board fees
            
            
            (10,359
            )
            
            -
            
            
            200,277Other
                G&A expenses
            
            
            80,261
            
            
            86,291
            
            
            289,827Depreciation
                and amortization
            
            
            2,678
            
            
            951
            
            
            11,918Total
                costs and expenses
            
            
            9,277,025
            
            
            599,609
            
            
            18,433,621Loss
                from operations
            
            
            (9,277,025
            )
            
            (599,609
            )
            
            (18,433,621
            )Other
                income:Interest
                income
            
            
            764
            
            
            2,780
            
            
            11,640Interest
                expense
            
            
            (17,476
            )
            
            -
            
            
            (21,462
            )Loss
                before income
                taxes
            
            
            (9,293,737
            )
            
            (596,829
            )
            
            (18,443,443
            )Income
                taxes
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (9,293,737
            )
            $
            (596,829
            )
            $
            (18,443,443
            )Basic
                and diluted loss per common share
            
            $
            (0.14
            )
            $
            (0.01
            )Weighted-average
                common shares outstanding
            
            
            65,459,556
            
            
            61,255,978





*See
      notes to financial statements.*




6




**TRUE
        NORTH ENERGY CORPORATON**
 **(An
        Exploration Stage Company)**
 **Statements
        of Cash Flows**
 *(Unaudited)*




**Three months Ended**
              **July 31,**
            
            **From**
              **February 1,**
              **2006**
              **(Inception of**
              **Exploration**
              **Stage)****to**
              **July 31,****2007**
            
            **2006**
            
            **2007****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (9,293,737
            )
            $
            (596,829
            )
            $
            (18,443,443
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            2,678
            
            
            951
            
            
            11,918Stock-based
                compensation
            
            
            8,943,250
            
            
            250,000
            
            
            10,419,715Accrued
                stock-based compensation
            
            
            (43,277
            )
            
            -
            
            
            88,062Dry
                hole costs
            
            
            -
            
            
            -
            
            
            6,196,019Accretion
                of debt discount
            
            
            4,527
            
            
            -
            
            
            4,527Changes
                in operating assets and liabilities:Prepaid
                expenses and other
            
            
            85,512
            
            
            -
            
            
            (41,003
            )Accounts
                payable and accrued liabilities
            
            
            115,958
            
            
            45,659
            
            
            274,869Net
                cash provided by (used in) operating activities
            
            
            (185,089
            )
            
            300,219
            
            
            (1,489,336
            )**Cash
                Flows From Investing Activities**Additions
                to oil and gas properties
            
            
            (135,306
            )
            
            (712,486
            )
            
            (6,642,950
            )Acquisition
                of oil and gas leases
            
            
            (55,000
            )
            
            -
            
            
            (238,132
            )Purchases
                of property and equipment
            
            
            -
            
            
            -
            
            
            (11,224
            )Website
                development
            
            
            -
            
            
            (12,572
            )
            
            (22,119
            )Net
                cash used in investing activities
            
            
            (190,306
            )
            
            (725,058
            )
            
            (6,914,425
            )**Cash
                Flows From Financing Activities**Proceeds
                from issuance of common stock
            
            
            -
            
            
            1,150,000
            
            
            8,100,000Proceeds
                from issuance of notes payable
            
            
            250,000
            
            
            -
            
            
            500,000Payments
                on insurance note payable
            
            
            (111,393
            )
            
            -
            
            
            (166,072
            )Net
                cash provided by financing activities
            
            
            138,607
            
            
            1,150,000
            
            
            8,433,928Net
                increase (decrease) in cash and cash equivalents
            
            
            (236,788
            )
            
            124,723
            
            
            30,167Cash
                and cash equivalents, beginning of period
            
            
            267,845
            
            
            37,223
            
            
            890Cash
                and cash equivalents, end of period
            
            $
            31,057
            
            $
            161,946
            
            $
            31,057**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            2,483
            
            $
            -
            
            $
            6,469Income
                taxes
            
            
            -
            
            
            -
            
            
            -**Non-Cash
                Investing and Financing Activities**Common
                stock issued for oil and gas leases
            
            
            1,063,006
            
            
            -
            
            
            1,436,781Discount
                on notes for relative fair value
            
            
            100,310
            
            
            -
            
            
            100,310Contribution
                of capital via forgiveness of debt through discontinued
                operations
            
            
            -
            
            
            -
            
            
            23,945





*See
      notes to financial statements.*




7




**TRUE
          NORTH ENERGY CORPORATON**
 **(An
          Exploration Stage Company)**
 **Notes
          to Financial Statements**
 *(Unaudited)*




**NOTE
      1 - NATURE OF OPERATIONS**





The
      accompanying unaudited interim financial statements of True North Energy
      Corporation (the “Company”) have been prepared in accordance with accounting
      principles generally accepted in the United States of America and the rules
      of
      the Securities and Exchange Commission. These unaudited interim financial
      statements should be read in conjunction with the audited financial statements
      and notes thereto contained in the Company’s Annual Report on Form 10-KSB
      previously filed with the Securities and Exchange Commission.





In
      the
      opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. Notes to the
      financial statements that would substantially duplicate the disclosure contained
      in the Company’s audited financial statements for the year ended April 30, 2007
      as reported in Form 10-KSB have been omitted.





Certain
      reclassifications have been made to the prior year financial statements to
      conform with the current presentation.





**NOTE
      2**–**GOING CONCERN**





The
      accompanying financial statements have been prepared on a going concern basis,
      which implies that True North will continue to realize its assets and discharge
      its liabilities in the normal course of business. The continuation of True
      North
      as a going concern is dependent upon many factors including, but not limited
      to,
      continued financial support from its shareholders, receipt of additional
      financing when and as needed to finance its ongoing business, and the attainment
      of profitable operations.





True
      North has had no revenues and has accumulated losses since February 1, 2006
      (inception of exploration stage). The Company will require additional financing
      in order to execute its business plan. There can be no assurance that such
      financing will be available to the Company as and when needed or, if available,
      the reasonableness of the terms of such financing. These factors raise
      substantial doubt regarding the Company’s ability to continue as a going
      concern. The accompanying financial statements do not include any adjustments
      relative to the recoverability or classification of recorded assets or
      liabilities that might be necessary should the Company be unable to continue
      as
      a going concern.





**NOTE
      3**–**UNPROVEN OIL AND GAS PROPERTIES**





The
      Company is engaged in oil and gas exploration activities in Alaska, Texas and
      Louisiana. Presently, it has no developed properties or production. In June
      2007
      the Company acquired certain oil and gas leases covering more than 17,000 acres
      in Colorado. The purchase price for these leases approximated $1.4 million
      and
      was paid with a combination of cash (approximately $345,000) and 1,832,769
      shares of the Company’s common stock valued at approximately $1,063,000. The
      Company advanced the proposed seller $180,000 of the cash consideration during
      January 2007 in the form of a note receivable. The note bore interest at the
      rate of 5% per annum and was repaid upon the closing of the Company’s
      acquisition of the Colorado oil and gas leases.


8


**TRUE
            NORTH ENERGY CORPORATON**
 **(An
            Exploration Stage Company)**
 **Notes
            to Financial Statements – Continued**
 *(Unaudited)*


**NOTE
      4**–**NOTES PAYABLE**


On
        March
        30, 2007 True North signed an agreement with an off-shore investor to issue
        $500,000 of notes payable. Proceeds of the notes were received in two equal
        installments during April and May 2007. In August 2007 the Company cancelled
        the
        original convertible promissory note dated March 30, 2007 (the “Cancelled Note”)
        and replaced it with two $250,000 convertible promissory notes, dated April
        10,
        2007 and May 15, 2007, respectively (the “Replacement Notes”). The holder of the
        Cancelled Note agreed to the cancellation and replacement as the date of
        the new
        notes reflected the actual dates on which funds were received from the
        holder.
  Except
        for timeline changes owing to the dates of the Replacement Notes, the
        Replacement Notes contain the same material terms as the Cancelled Note.
        They
        bear interest at the rate of 8% per annum and subject to prior conversion
        or
        acceleration, note principal is due in a single payment on the third anniversary
        of the date of each note. Interest on the Replacement Notes is payable
        semi-annually with the first of such interest payments due the first day
        of the
        first month following 180 days from the respective dates of the Replacement
        Notes.
  The
        notes
        had contingencies for conversion and warrants based on the success of a debt
        or
        equity offering that the Company would attempt to undertake.  In the event
        the Company raised $10 million in an offering within 90 days of the issuance
        of
        the notes, the notes would be converted to the Company’s common stock on the
        same terms as the offering.  In the event the Company was not able to raise
        the $10 million within 90 days of issuance of the notes, the notes would
        mature
        three years from the date of issuance and the note holder would be entitled
        to
        warrants based on a formula within the agreement.  The Company was
        unsuccessful in raising the $10 million in the 90 days and both the April
        and
        May notes, contingencies for warrant issuances were triggered 90 days after
        their respective issuance dates.  Pursuant to the terms of the April 10,
        2007 Replacement Note, on August 30, 2007 True North issued 182,249 common
        stock
        purchase warrants to the holder, each exercisable for the purchase of one
        share
        of common stock for a period of three years from issuance at a price of $1.92
        per share. Pursuant to the terms of the May 10, 2007 Replacement Note, on
        August
        30, 2007 True North issued 298,330 common stock purchase warrants to the
        holder,
        each exercisable for the purchase of one share of common stock for a period
        of
        three years from issuance at a price of $1.17 per share.  Both tranches of
        warrants were fair valued using the Black Scholes option pricing model which
        resulted in total fair value of $125,706 and a relative fair value of $100,310
        resulting in a discount to the notes payable that will be accreted using
        the
        effective interest method over the remaining term of the notes.  Interest
        expense for the three months ended July 31, 2007 totaled $4,527.
  A
        summary
        of the notes payable at July 31, 2007:
  Proceeds
                  from notes
              
              $
              500,000Less:
                  relative fair value of warrants
              
              
              (100,310
              )Add:
                  accretion of discount
              
              
              4,527Carrying
                  value at July 31, 2007
              
              $
              404,217
  The
        Company evaluated the conversion option and the warrants under FAS 133 and
        EITF
        00-19 for derivative accounting and determined both the conversion option
        and
        the warrants were not liabilities and therefore derivative accounting was
        not
        applicable.  The Company evaluated the conversion option under EITFs 98-5
        and 00-27 and determined the conversion option was contingent and ultimately
        did
        not result in a beneficial conversion feature.




**NOTE
      5**–**STOCK-BASED COMPENSATION**





During
      the year ended April 30, 2007 True North entered into an employment agreement
      with its chief executive officer. Pursuant to the terms of the employment
      agreement, that individual was granted five million shares of the Company’s
      restricted stock issuable ratably at the end of each annual service period.
      The
      restricted stock grant vested ratably over a period of five years. The
      employment agreement was amended in May 2007 to, among other things, reflect
      the
      voluntary revocation of the restricted stock grant. Contemporaneously therewith,
      True North’s chief executive officer purchased 15.5 million shares of the
      Company’s common stock from True North’s principal shareholder. True North
      recognized stock-based compensation expense of approximately $8.9 million during
      the three-month period ended July 31, 2007 in connection with this purchase,
      which was calculated as the difference between the purchase and market prices
      of
      the 15.5 million shares less the previously recognized stock-based compensation
      expense associated with the original restricted stock grant.





The
      Company issued 25,000 shares of its common stock during the three-month period
      ended July 31, 2007, in connection with services provided by its advisory board.
      As of July 31, 2007, $88,062 is reflected as stock compensation payable in
      the
      Company’s balance sheet related to services provided to the Company by members
      of its advisory board. This amount reflects stock compensation expenses
      associated with 204,795 shares earned through July 31, 2007 that are not
      issuable by the Company until October 2007.


The
      company issued 60,504 shares of its common stock during the three months ended
      July 31, 2007 in connection with two consulting agreements. The stock was valued
      at $29,832 and was previously expensed as part of the April 30, 2007 stock
      payable balance.


9


**TRUE
              NORTH ENERGY CORPORATON**
 **(An
              Exploration Stage Company)**
 **Notes
              to Financial Statements – Continued**
 *(Unaudited)*


**NOTE
      6**–**SUBSEQUENT EVENTS**





On
      August
      23, 2007 True North received an aggregate of $250,000 in loan proceeds from
      two
      persons (the “Lenders”) and issued to each of the Lenders a secured
      promissory note in the principal amount of $125,000 (each a “Note” and
      collectively the “Notes”). Each Note bears interest at the rate of 12% per
      annum. Subject to earlier payment, at the Company’s option, interest on the
      unpaid principal amount of each Note is payable in monthly installments
      commencing September 1, 2007 and principal is due and payable on the earlier
      of
      November 19, 2007 or 15 days following the closing of an asset acquisition
      the
      Company has entered into with Prime Natural Resources, Inc., a Texas corporation
      (see below). If all interest and principal due on the Note is not paid on or
      before November 19, 2007 the interest rate will be increased to 24% per annum
      from November 19, 2007 until the Note is repaid in full. The Company also issued
      100,000 shares of its restricted common stock to the Lenders in connection
      with
      the Notes. Until paid in full, each Note is secured by 1,250,000 shares of
      restricted common stock (the “Stock”) standing in the name of Massimiliano
      Pozzoni and/or John Folnovic, both of whom are officers and significant
      shareholders of the Company. At the loan closings, True North paid each Lender
      a
      cash fee of $3,750 to reimburse them for the costs and expenses incurred by
      them
      in connection with the loan transaction. True North further agreed to pay the
      reasonable fees and disbursements of their respective legal counsels in
      connection with the enforcement of their rights under the Notes.





On
      August
      31, 2007 the Company's newly formed, wholly-owned subsidiary, ICF Energy
      Corporation (“ICF”) entered into a Purchase and Sale Agreement (the “Agreement”)
      with Prime Natural Resources, Inc., a Texas corporation (“Prime”) whereby ICF
      agreed to acquire certain oil and gas properties and related assets (the
      property and assets are hereinafter collectively referred to as the “Assets”) of
      Prime located in Brazoria County, Texas for $3.5 million (the “Purchase Price”).
      The Purchase Price is payable in cash ($2.8 million) and shares ($700,000)
      of
      our restricted common stock (the “Shares”). The shares were valued at the
      average closing trading price of the Company’s common stock for the ten trading
      days immediately preceding August 31, 2007 (1,928,375 shares). According to
      the
      terms of the Agreement, closing must occur no later than September 21, 2007
      but
      may be extended in certain circumstances. Notwithstanding the foregoing, either
      party may terminate the agreement at any time after September 30, 2007 if the
      closing has not occurred by such date. True North is currently negotiating
      funding that will allow it to close the Asset acquisition although no assurance
      can be given that it will be successful in this endeavor.


10


**ITEM
      2. PLAN OF OPERATION**





We
      commenced operation as an oil and gas exploration and development company in
      February 2006. We are in the exploration stage as an oil and gas exploration
      company and are presently engaged in oil and gas activities in Alaska,
      Louisiana, Texas and Colorado. During the year ended April 30, 2007 we also
      participated in oil and gas exploration activities in Louisiana and
      Texas.




We
      have
      not generated any revenues to date. Our ability to develop and maintain a
      meaningful level of revenues from operations is dependent on our ability to
      successfully drill exploration and production wells and complete producing
      property acquisitions. At the present time, we have no developed properties
      and
      no production.





In
      January 2006 and May 2006, we entered into agreements to acquire oil and gas
      leases representing approximately 25,000 acres in the Cook Inlet basin and
      approximately 10,000 acres in the North Slope basin areas of Alaska. These
      acquisitions have been completed although we are presently in the process of
      having the Cook Inlet leases re-registered in our name. We presently have a
      100%
      working interest ownership in the Alaska leases, but may elect to sell parts
      of
      our interests at some point in the future.




In
      November 2006 we executed a letter agreement with Savant Alaska LLC (“Savant”).
      Savant holds leases for the exploration and production of oil and natural gas
      in
      an area of Alaska that is contiguous to certain of our Alaskan interests. Savant
      plans to commence drilling of a test well on this acreage (referred to as the
      “Kupcake Prospect”) during the first half of 2008.





We
      will
      pool certain of our Alaska leasehold interests with Savant on a net acreage
      basis and jointly drill the test well. We will have an 8.5% working interests
      within the pooled area, for which Savant will be the operator. Our share of
      the
      dry hole cost associated with the drilling of the Savant well is expected to
      approximate $1.1 million. Our share of related testing costs is expected to
      approximate $200,000. These costs may decrease as Savant is actively
      pursuing additional partners for the project.





In
      June
      2007 we acquired certain oil and gas interests and properties in northwest
      Colorado in an area covering more than 17,000 acres. At the time of acquisition,
      these oil and gas interests had no production. We hold a 100% working interest
      in the leases comprising part of the acquired assets. We are currently refining
      our development plans for the area and expect to start seismic work during
      the
      second half of 2008. The purchase price for the interests and properties was
      approximately $1.4 million, together with an overriding royalty of one to
      three percent based on the applicable net revenue interest remaining after
      the landowner’s royalty and existing burdens have been deducted. The purchase
      price was paid $345,477 in cash and $1,063,006 in shares of our restricted
      common stock. The number of shares issued was determined based upon the value
      of
      our common stock at the market close on June 21, 2007, less a 35% discount.
      Pursuant thereto, on July 6, 2007 we issued 1,832,769 shares of common stock
      to
      the seller. In January 2007 we loaned $180,000 to the seller. Repayment of
      this
      loan, which bore interest at an annual rate of 5%, was received in full at
      the closing of the acquisition.


11


We
      will
      require additional financing to fund development costs associated with our
      existing prospects as well as for any additional lease acquisitions. No
      assurance can be given that such additional financing will be available to
      us as
      and when needed or, if available, the terms on which it will be
      available.





We
      plan
      to spend approximately $5 million during the year ending April 30, 2008 on
      exploration and development activities such as seismic data acquisition,
      additional lease acquisition, technical studies and participating in joint
      venture development and exploration drilling. We do not anticipate drilling
      on
      our Alaska properties during the next twelve months other than the Kupcake
      Prospect as described above. Our primary efforts in Alaska will focus on
      acquiring additional seismic data, conducting further technical evaluation
      of
      our Alaska leases, and exploring opportunities to sell a portion of our Alaskan
      working interests in an effort to reduce our risk and financial
      exposure.




We
      will
      require additional financing to meet our working capital requirements, including
      the cost of reviewing and negotiating transactions and other ordinary general
      and administrative costs such as regulatory compliance, investor relations,
      consulting and advisory services, Internet/web hosting, executive compensation,
      office and general expenses, professional fees, travel and entertainment, and
      rent and related expenses. We estimate that the level of working capital needed
      for these general and administrative costs for the next 12 months will
      approximate $1 million. However, this estimate is subject to change, depending
      on the number of transactions in which we ultimately become involved. In
      addition, funding will be required for follow-on development of working interest
      obligations of any successful exploration prospects.





Oil
      and
      gas exploration requires significant outlays of capital and in many situations
      may offer a limited probability of success. We hope to enhance our chances
      for
      success by effectively using available technology, rigorously evaluating
      sub-surface data, and, to the extent possible, managing dry hole and financial
      risks.





We
      intend
      to rely on synergistic partnering with sophisticated industry partners. The
      ideal partner would tend to be a regionally focused independent that has a
      solid
      grasp on the play’s history, and a demonstrated understanding of the technology
      required to exploit the play. However, there is no assurance that we will be
      able to successfully negotiate any such partnering agreement or raise the
      necessary financing to invest in such a venture, or that any such venture will
      yield us any revenues or profits.





We
      continue to target selected acquisitions of proved on-shore properties in the
      United States and Canada. We are biased toward acquisitions of long-lived
      reserves and intend to target negotiated acquisitions. By focusing our efforts
      on negotiated acquisitions, we seek to avoid competitive bidding situations
      that
      are the norm for the sale of these assets and typically result in higher sales
      prices.





We
      face
      competition from firms that are well established, successful, better capitalized
      and, in many instances, willing to pay more for properties than what we might
      consider prudent. Our success will depend on the execution of our business
      plan
      to




·
            identify
                available transactions;


·
            quickly
                evaluate which transactions are most promising;
                and


·
            negotiate
                creative transaction
                structures.


12





Presently
      our staff consists of our two executive officers, John Folnovic and Massimiliano
      Pozzoni. We do not expect significant changes in our number of employees during
      the next twelve months. We intend to outsource certain technical and
      administrative functions on an as-needed basis in order to conduct our operating
      activities. Our management team will select and hire these contractors and
      manage and evaluate their work performance.





**Business
      Strategy**





We
      plan
      to grow our business onshore in the U.S. through a balance of drilling and
      acquisitions. We will focus our efforts regionally to achieve economies of
      scale
      with predictable risk and bases of production. Our principal goals are to
      provide the Company and our shareholders with opportunity, growth and value.
      With these goals in mind, we have adopted the following objectives:





·
            Lease
                potentially significant productive acreage in under-explored, neglected,
                but still highly productive basins such as the Cook Inlet and Beaufort
                Sea
                areas in Alaska;





·
            Lease
                as much of the potentially productive natural gas acreage in
                unconventional gas plays that we can
                identify;





·
            Focus
                exclusively onshore in North America (and away from geopolitical
                unrest)
                where we can benefit from the highly trained and experienced workforce,
                large available seismic and well control database, and readily available
                drilling and production
                technologies;





·
            Acquire
                all of the existing conventional natural gas and oil production and
                reserves we can afford; and





·
            Engage
                in low to medium risk exploration and development of oil and gas
                reserves
                with sophisticated, industry-leading
                partners.





We
      believe that natural gas demand is likely to steadily increase as the U.S.
      economy grows and as natural gas is increasingly seen as the most practical
      way
      to reduce greenhouse gas emissions and reduce the risk of climate change. We
      believe these factors will lead to continuing natural gas price strength in
      the
      years to come. Better technologies applied to unconventional reservoirs in
      a
      time of structurally higher natural gas prices will result in the discovery
      and
      development of significant new natural gas reserves.





As
      a
      result of these trends, we have expanded our focus beyond just Alaska and began
      to aggressively pursue new unconventional gas resource plays with potentially
      substantial upsides. We believe that this course of action will allow us to
      be
      well positioned for future success.


13





As
      we
      pursue these objectives, our business will be subject to the risks typically
      associated with a start-up company in the competitive and volatile oil and
      gas
      resources business.





Our
      tactics to execute our strategies and achieve our goals and objectives
      include:





·
            Increasing
                development of internally generated prospects and
                opportunities;





·
            Funding
                prospects developed by proven
                geoscientists;





·
            Completing
                negotiated acquisitions of proved
                properties;





·
            Maintaining
                tight control of general and administrative and geological and geophysical
                costs by keeping employee levels low and outsourcing as much of our
                activities as possible;





·
            Designing
                creative deal structures to access acreage, seismic data, prospects
                and
                capital;





·
            Arranging
                necessary financing to execute the business plan;
                and





·
            Using
                equity ownership incentives to align the interests of all our employees
                and management with that of our
                shareholders.





**Going
      Concern**





In
      its
      report as of and for the year ended April 30, 2007 dated July 25,
      2007, our auditors, Malone and Bailey, PC expressed an opinion that there is
      substantial doubt about our ability to continue as a going concern. Our
      financial statements do not include any adjustments that may result from the
      outcome of this uncertainty. We have been in the exploration stage and have
      had
      no revenues since our inception. For the period from February 1, 2006 (inception
      of the exploration stage) to July 31, 2007, we have accumulated a net loss
      of
      $18.4 million. Our continuation as a going concern is dependent upon future
      events, including our ability to raise additional capital and to generate
      positive cash flows.





**ITEM
              3.**
            **CONTROLS
                AND PROCEDURES**





(a)  *Evaluation
      of Disclosure Controls and Procedures.* Under
      the supervision and with the participation of our senior management, consisting
      of our chief executive officer and chief financial officer, we evaluated the
      effectiveness of the design and operation of our “disclosure controls and
      procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, as of the end of the period covered by this
      report. Based on this evaluation, our chief executive officer and chief
      financial officer concluded that our disclosure controls and procedures are
      not
      effective because of two adjustments identified in our internal review process
      related to complex accounting issues but not reflected in our draft financial
      statements. Appropriate adjustments and footnote disclosures were recorded
      and disclosed in this Quarterly Report on Form 10-QSB as part of our ordinary
      and customary process. We will continue to further improve our internal
      controls in an effort to remediate any deficiencies by reviewing our preparation
      and review processes over financial reporting. Our management and directors
      will
      continue to work with outside advisors to ensure that our controls and
      procedures remain adequate and effective.





(b)
            *Changes
                in Internal Control over Financial Reporting*.
                There were no changes in our internal control over financial reporting
                that occurred during the period covered by this report that have
                materially affected or are reasonably likely to materially affect
                our
                internal control over financial
                reporting.


14




**PART
      II**




**ITEM
              2.**
            **UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




On
      May
      11, 2007 we issued an aggregate of 25,000 shares of our common stock to our
      five
      advisory board members representing payment of the quarterly fee due to them
      for
      the quarter ended April 30, 2007. The shares were issued in reliance on Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuance
      did
      not involve a public offering, the recipient had access to information that
      would be included in a registration statement, the recipient took the shares
      for
      investment and not resale, and we took appropriate measures to restrict
      resale.





On
      July
      6, 2007 we issued 1,832,769 shares of our common stock in connection with a
      June
      21, 2007 Purchase and Sale Agreement in which we acquired certain oil and gas
      assets in Colorado. The Shares were issued in reliance on Section 4(2) of the
      Securities Act of 1933, as amended, since the foregoing issuance did not involve
      a public offering, the recipient had access to information that would be
      included in a registration statement, the recipient took the shares for
      investment and not resale, and we took appropriate measures to restrict
      resale.





On
      August
      30, 2007 we issued an aggregate of 100,000 shares of our common stock in
      connection with an aggregate of $250,000 in bridge loans we received from two
      persons on or about August 20, 2007. The shares were issued in reliance on
      Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuance did not involve a public offering, the recipient had access to
      information that would be included in a registration statement, the recipient
      took the shares for investment and not resale, and we took appropriate measures
      to restrict resale.





On
      August
      27, 2007 we issued 27,170 shares to one person pursuant to a January 1, 2007
      Consulting Agreement. The shares were issued in reliance on Section 4(2) of
      the
      Securities Act of 1933, as amended, since the foregoing issuance did not involve
      a public offering, the recipient had access to information that would be
      included in a registration statement, the recipient took the shares for
      investment and not resale, and we took appropriate measures to restrict
      resale.





On
      August
      30, 2007 we issued two common stock purchase warrants to one person, each dated
      August 30, 2007 pursuant to the terms of $250,000 promissory notes dated April
      10, 2007 and May 15, 2007. Each warrant is exercisable for a period of three
      years from the date of issuance. One warrant is exercisable for the purchase
      of
      up to 298,333 shares of our common stock at an exercise price of $1.17 per
      share. The other warrant is exercisable for the purchase of up to 182, 249
      shares of our common stock at an exercise price of $1.92 per share. Each of
      the
      warrants was issued in reliance on Section 4(2) of the Securities Act of 1933,
      as amended, since the foregoing issuance did not involve a public offering,
      the
      recipient had access to information that would be included in a registration
      statement, the recipient took the shares for investment and not resale, and
      we
      took appropriate measures to restrict resale.


15





On
      August
      30, 2007 we issued an aggregate of 25,000 shares of our common stock to our
      five
      advisory board members representing payment of the quarterly fee due to them
      for
      the quarter ended July 31, 2007. The shares were issued in reliance on Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuance
      did
      not involve a public offering, the recipient had access to information that
      would be included in a registration statement, the recipient took the shares
      for
      investment and not resale, and we took appropriate measures to restrict
      resale.





**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**





By
      written consent dated May 4, 2007 our stockholders holding 34,750,000
      (approximately 53.7%) of our outstanding common shares on May 4, 2007 authorized
      us to amend our Articles of Incorporation to increase our authorized capital
      stock from 120 million shares consisting of 100 million shares of common stock,
      $0.0001 par value and 20 million shares of preferred stock, $0.0001 par value
      to
      270 million shares, consisting of 250 million shares of common stock, $0.0001
      par value and 20 million shares of preferred stock, $0.0001 par value. The
      amendment required the affirmative vote of a majority of the outstanding shares
      of common stock entitled to vote thereon. There were no dissenters’ rights
      applicable to the amendment. Our stockholders were provided with notice of
      the
      proposed amendment. We have yet to file the amended Articles of Incorporation
      but intend to do so in the near future.





**ITEM
              5.**
            **OTHER
                INFORMATION**





On
      May
      28, 2007 John Folnovic entered into a Stock Purchase Agreement with Massimiliano
      Pozzoni, our principal shareholder, pursuant to which Mr. Pozzoni sold
      15,500,000 shares of our common stock to Mr. Folnovic at a price of $0.015
      per
      share or an aggregate of $232,500. Although Mr. Folnovic was given good and
      marketable title to such shares free and clear of any and all liens, claims,
      encumbrances and adverse interest of any kind, Mr. Folnovic is not required
      to
      pay for the shares until 30 days following the occurrence of a “Liquidity
      Event”. For purposes of the Stock Purchase Agreement, a Liquidity Event is
      defined as (i) a Qualified IPO, (ii) a sale of any or all of the shares by
      Mr.
      Folnovic resulting in proceeds to Mr. Folnovic with a value of at least $1
      million, (iii) receipt by Mr. Folnovic of cash or readily marketable property
      as
      dividends from us with respect to the shares (other than stock dividends) in
      an
      aggregate amount of at least $1 million or (iv) merger or consolidation of
      us
      resulting in cash proceeds or readily marketable proceeds to Mr. Folnovic with
      respect to the shares of at least $1 million. The term “Qualified IPO” means our
      first underwritten public offering pursuant to an effective registration
      statement under the Securities Act of 1933, as amended, provided that (a) such
      registration covers the offer and sale of common stock with aggregate proceeds
      to us of at least $20 million, (b) such common stock is listed for trading
      either on the New York Stock Exchange, American Stock Exchange or the NASDAQ
      National Market, and (c) the per share public offering price for such common
      stock net of underwriter discounts and commissions exceeds $2.50 per share
      (adjusted appropriately for stock splits, stock dividends, recapitalizations
      and
      the like). In the event a Liquidity Event does not occur prior to June 30,
      2017,
      Mr. Folnovic has the right to rescind his acquisition of the shares. In such
      event, Mr. Folnovic will be entitled to retain all dividends, distributions,
      or
      other rights or profits received by him as a result of his ownership of the
      shares. The Executive Employment Agreement originally provided Mr. Folnovic
      with
      the right to receive 1 million shares of our common stock at the end of every
      year of service under the Executive Employment Agreement up to a maximum
      aggregate of 5 million shares. In consideration of the Stock Purchase Agreement,
      Mr. Folnovic agreed to waive this right as set forth in the
      Amendment.


16





On
      June
      21, 2007 we entered into a Purchase and Sale Agreement with Constance Knight
      (the “Purchase and Sale Agreement”) pursuant to which we acquired certain oil
      and gas interests and properties in northwest Colorado in an area covering
      more
      than 17,000 acres. Presently, and at the time of acquisition, these oil and
      gas
      interests contain no producing properties. We are currently refining our
      development plans for the area and expect to start seismic work during the
      second half of 2008. For a more detailed discussion of the Purchase and Sale
      Agreement see “Part I, Item 2 Plan of Operation”.





On
      August
      23, 2007 we received an aggregate of $250,000 in loan proceeds from two persons
      (the “Lenders”) and issued to each of the Lenders a secured promissory note in
      the principal amount of $125,000 (each a “Note” and collectively the “Notes”).
      Each Note bears interest at the rate of 12% per annum. Subject to earlier
      payment, at our option, interest on the unpaid principal amount of each Note
      is
      payable in monthly installments commencing September 1, 2007 and principal
      is
      due and payable on the earlier of November 19, 2007 or 15 days following the
      closing of an asset acquisition we have entered into with Prime Natural
      Resources, Inc., a Texas corporation. If all interest and principal due on
      the
      Note is not paid on or before November 19, 2007 the interest rate will be
      increased to 24% per annum from November 19, 2007 until the Note is repaid
      in
      full. Until paid in full, each Note is secured by 1,250,000 shares of our
      restricted common stock (the “Stock”) standing in the name of Massimiliano
      Pozzoni and/or John Folnovic. In connection therewith, we agreed to make,
      execute, acknowledge, deliver and file such documents and instruments, including
      without limitation a financing statement on Form UCC-1, as may be reasonably
      necessary, to effect complete, or perfect the security interest of the Lenders
      in the Stock. Pursuant to the Notes we issued 50,000 shares (the “Shares”) of
      our restricted common stock to and in the name of each Lender. Until such time
      that the Shares become eligible for resale pursuant to Rule 144(k) of the
      General Rules and Regulations under the Securities Act of 1933, as amended,
      the
      Shares have been granted piggyback registration rights. Such piggyback
      registration rights apply to all future registration statements of ours other
      than registration statements relating solely to employee benefit plans or
      business combinations. At the loan closings, we paid each Lender a cash fee
      of
      $3,750 to reimburse them for the costs and expenses incurred by them in
      connection with the loan transaction. We further agreed to pay the reasonable
      fees and disbursements of their respective legal counsels in connection with
      the
      enforcement of their rights under the Notes.





On
      August
      31, 2007 our newly formed, wholly owned subsidiary, ICF Energy Corporation
      (“ICF”) entered into a Purchase and Sale Agreement (the “Agreement”) with Prime
      Natural Resources, Inc., a Texas corporation (“Prime”) whereby ICF agreed to
      acquire certain oil and gas properties and related assets (the property and
      assets are hereinafter collectively referred to as the “Assets”) of Prime
      located in Brazoria County, Texas for $3,500,000 (the “Purchase Price”). The
      Assets include the Devon Fee Gas Unit and the O’Leary Unit No. 1 and cover an
      aggregate of approximately 1,150 acres. The Assets include two producing
      wells with an estimated two BCF of recoverable gas and also
      include three additional exploration prospects in the Old Ocean Unit in
      Brazoria County, Texas. The properties are currently producing
      approximately one million standard cubic feet per day of gas and ten
      barrels of oil per day, net to the Asset owner. Present cash flow from the
      Assets is approximately $200,000 per month after taxes, royalties and operating
      expenses. The Purchase Price is payable $2,800,000 in cash and $700,000 in
      shares of our restricted common stock (the “Shares”) valued at the average
      closing trading price of our common stock for the ten trading days immediately
      preceding August 31, 2007. Under such valuation, we will be required to issue
      1,928,375 Shares to Prime. Prime has been granted piggyback registration rights
      with respect to the Shares. Upon closing, the Agreement will be given
      retroactive effect to July 1, 2007 (the “Effective Time”). The cash portion of
      the Purchase Price is subject to upward adjustment based upon the amount of
      all
      costs and expenses paid by Prime that are directly attributable to the
      ownership, maintenance, development, production or operation for the Assets
      during the period of time between the Effective Time and the closing date.
      The
      cash portion of the Purchase Price is subject to downward adjustment in an
      amount equal to the sum of (i) the amount of all proceeds received by Prime
      that
      are directly attributable to the ownership, maintenance, production, development
      or operation of the Assets after the Effective Time excluding proceeds from
      any
      sale subsequent to the Effective Time of merchantable hydrocarbons in storage
      above the pipeline connection at the Effective Time, and (ii) the aggregate
      amount of all suspended funds as may be increased or decreased by Prime prior
      to
      the closing in accordance with Prime’s accounting practices consistently
      applied. The Purchase Price is also subject to adjustment by an amount equal
      to
      any net gas imbalance (including production, sales, processing and
      transportation imbalances) existing as of the Effective Time and to adjustment
      for property and other taxes. The maximum permitted downward adjustment to
      the
      Purchase Price is $350,000. Subject to the conditions stated in the Agreement
      and unless the parties agree otherwise, closing of the Asset acquisition must
      occur no later than September 21, 2007 provided that if all of the closing
      conditions have not been satisfied or waived by such date or any extended date,
      the party whose obligation to close is subject to the conditions that have
      not
      been satisfied or waived has the right to extend the date of closing for
      successive periods of up to 5 business days each until such conditions have
      been
      satisfied or waived or until the Agreement has been terminated. Notwithstanding
      the foregoing, either party may terminate the agreement at any time after
      September 30, 2007 if the closing has not occurred by such date. We are
      currently negotiating funding that will allow us to close the Asset acquisition
      although no assurance can be given that we will be successful in this
      endeavor.


17





In
      August
      2007 we cancelled our $500,000 convertible promissory note dated March 30,
      2007
      (the “Cancelled Note”) and replaced it with two $250,000 convertible promissory
      notes, dated April 10, 2007 and May 15, 2007, respectively (the “Replacement
      Notes”). The holder of the Cancelled Note agreed to the cancellation and
      replacement as the date of the new notes reflected the actual dates on which
      funds were received by us from the holder. Except for timeline changes owing
      to
      the dates of the Replacement Notes, the Replacement Notes contain the same
      material terms as the Cancelled Note. They bear interest at the rate of 8%
      per
      annum and subject to prior conversion or acceleration, note principal is due
      in
      a single payment on the third anniversary of the date of the note. Interest
      on
      the Replacement Notes is payable semi-annually with the first of such interest
      payments due the first day of the first month following 180 days from the
      respective dates of the Replacement Notes. Pursuant to the terms of the April
      10, 2007 Replacement Note, on August 30, 2007 we issued 182,249 common stock
      purchase warrants to the holder, each exercisable for the purchase of one share
      of our common stock for a period of 3 years from issuance at a price of $1.92
      per share. Pursuant to the terms of the May 10, 2007 Replacement Note, on August
      30, 2007 we issued 298,330 common stock purchase warrants to the holder, each
      exercisable for the purchase of one share of our common stock for a period
      of 3
      years from issuance at a price of $1.17 per share.


18


**ITEM
              6.**
            **EXHIBITS**




(a)  Exhibits.





Exhibit
                No.
            
            Description4.1
            
            $250,000
                Convertible Promissory Note dated April 10, 20074.2
            
            $250,000
                Convertible Promissory Note dated May 15, 20074.3
            
            Common
                Stock Purchase Warrant, dated August 30, 2007, for the purchase of
                182,249
                shares4.4
            
            Common
                Stock Purchase Warrant, dated August 30, 2007, for the purchase of
                298,330
                shares31.1
            
            Rule
                13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
                Officer31.2
            
            Rule
                13(a)-14(a)/15(d)-14(a) Certification of Principal Financial
                Officer32.1
            
            Rule
                1350 Certification of Chief Executive Officer32.2
            
            Rule
                1350 Certification of Chief Financial
                Officer




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




TRUE
                NORTH ENERGY CORPORATIONDated:
                September 17, 2007
            By:
            /s/ John FolnovicJohn
                FolnovicPresident,
                Chief Executive Officer




19