**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 January 31, 2008





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**
            
            **98-0434820**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer IdentificationNo.)**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
      March 3, 2008 there were 69,076,449 shares of the issuer’s common stock, par
      value $0.001, issued and outstanding.





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







**TRUE
      NORTH ENERGY CORPORATION**


**JANUARY
      31, 2008 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
            15Item
                3.
            Controls
                and Procedures
            19PART
                II - OTHER INFORMATIONItem
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item
                5.
            Other
                Information
            19Item
                6.
            Exhibits
            21




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**Consolidated
                      Balance Sheets as of January 31, 2008 (Unaudited) and April 30,
                      2007
              5Consolidated
                      Statements of Operations for the three and nine month periods
                      ended January 31, 2008 and 2007
                      (Unaudited)
              6Consolidated
                      Statements of Cash Flows for the nine month periods ended January
                      31, 2008
                      and 2007 (Unaudited)
              7Notes
                    to Consolidated Financial Statements (Unaudited)
              8




4




**TRUE
        NORTH ENERGY CORPORATION**
 **Consolidated
        Balance Sheets**




**January 31, 2008**
            
            **April 30, 2007****(Unaudited)****Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            183,462
            
            $
            267,845Accounts
                receivable
            
            
            247,146
            
            
            -Prepaid
                expenses and other current assets
            
            
            3,044
            
            
            385,009Note
                receivable
            
            
            -
            
            
            180,000Total
                current assets
            
            
            433,652
            
            
            832,854Website
                development (net of accumulated amortization of $15,155 and $9,172,
                respectively)
            
            
            8,771
            
            
            14,754Property
                and equipment (net of accumulated depreciation of $3,927 and $1,875,
                respectively)
            
            
            7,297
            
            
            9,349Oil
                and gas properties, using successful efforts accounting method, including
                unproven properties of $2,498,378 and $685,400, respectively (net
                of
                accumulated depreciation, depletion and amortization of $534,529
                and $-0-,
                respectively)
            
            
            5,558,105
            
            
            685,400Deferred
                financing costs
            
            
            599,515
            
            
            -Total
                assets
            
            $
            6,607,340
            
            $
            1,542,357**Liabilities
                and Stockholders’ Equity**Current
                liabilities:Accounts
                payable
            
            $
            140,924
            
            $
            43,912Accrued
                liabilities
            
            
            1,090,822
            
            
            98,546Stock
                compensation payable
            
            
            41,082
            
            
            161,171Current
                portion of notes payable
            
            
            758,503
            
            
            196,656Total
                current liabilities
            
            
            2,031,331
            
            
            500,285Notes
                payable, net of unamortized discount of $815,185 and $-0-,
                respectively
            
            
            2,490,618
            
            
            250,000Asset
                retirement obligations
            
            
            52,774
            
            
            -Total
                liabilities
            
            
            4,574,723
            
            
            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; 250,000,000 shares authorized; 69,076,449
                and
                64,662,700 shares issued and outstanding, respectively
            
            
            6,908
            
            
            6,466Additional
                paid-in capital
            
            
            22,092,683
            
            
            10,007,662Accumulated
                deficit
            
            
            (20,066,974
            )
            
            (9,222,056
            )Total
                stockholders’ equity
            
            
            2,032,617
            
            
            792,072Total
                liabilities and stockholders’ equity
            
            $
            6,607,340
            
            $
            1,542,357


*See
        notes to financial statements.*
  5


**TRUE
      NORTH ENERGY CORPORATION**


**Consolidated
      Statements of Operations**


*(Unaudited)*


**Three Months Ended**
                **January 31,**
              
              **Nine Months Ended**
                **January 31,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Revenues
              
              $
              542,819
              
              $
              -
              
              $
              837,272
              
              $
              -Costs
                  and expenses:Exploration
                  costs
              
              
              3,795
              
              
              3,486,719
              
              
              313,234
              
              
              4,225,899Lease
                  operating expenses
              
              
              225,789
              
              
              -
              
              
              471,774
              
              
              -Accretion
                  expense
              
              
              1,890
              
              
              -
              
              
              2,774
              
              
              -General
                  and administrative:Compensation
                  and benefits
              
              
              86,295
              
              
              437,295
              
              
              9,200,719
              
              
              1,204,846Legal
                  and accounting
              
              
              167,544
              
              
              57,308
              
              
              280,375
              
              
              161,937Advisory
                  board fees
              
              
              26,961
              
              
              253,973
              
              
              63,909
              
              
              276,187Investor
                  relations
              
              
              8,642
              
              
              29,091
              
              
              50,746
              
              
              136,657Other
              
              
              47,771
              
              
              16,936
              
              
              214,728
              
              
              130,848Depreciation,
                  depletion and amortization
              
              
              359,274
              
              
              2,678
              
              
              542,564
              
              
              5,960Total
                  costs and expenses
              
              
              927,961
              
              
              4,284,000
              
              
              11,140,823
              
              
              6,142,334Loss
                  from operations
              
              
              (385,142
              )
              
              (4,284,000
              )
              
              (10,303,551
              )
              
              (6,142,334
              )Other
                  income (expense):Interest
                  income
              
              
              -
              
              
              1,437
              
              
              764
              
              
              7,887Interest
                  expense
              
              
              (294,473
              )
              
              -
              
              
              (542,132
              )
              
              -Loss
                  before income taxes
              
              
              (679,615
              )
              
              (4,282,563
              )
              
              (10,844,919
              )
              
              (6,134,447
              )Income
                  taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              $
              (679,615
              )
              $
              (4,282,563
              )
              $
              (10,844,919
              )
              $
              (6,134,447
              )Basic
                  and diluted loss per common share
              
              $
              (0.01
              )
              $
              (0.07
              )
              $
              (0.16
              )
              $
              (0.10
              )Weighted-average
                  common shares outstanding - basic and diluted
              
              
              68,745,675
              
              
              63,781,100
              
              
              67,247,183
              
              
              62,619,263


*See
      notes to financial statements.*




6


**TRUE
        NORTH ENERGY CORPORATION**
 **Consolidated
        Statements of Cash Flows**
 *(Unaudited)*


**Nine Months Ended January 31,****2008**
            
            **2007****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (10,844,919
            )
            $
            (6,134,447
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation,
                depletion and amortization
            
            
            542,564
            
            
            5,960Stock-based
                compensation
            
            
            9,034,241
            
            
            1,276,187Dry
                hole costs
            
            
            -
            
            
            3,983,742Amortization
                of deferred financing costs and debt discount
            
            
            319,614
            
            
            -Accretion
                expense
            
            
            2,774
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (247,146
            )
            
            -Prepaid
                expenses and other current assets
            
            
            316,240
            
            
            -Accounts
                payable
            
            
            97,011
            
            
            99,081Accrued
                liabilities
            
            
            541,474
            
            
            (15,000
            )Net
                cash used in operating activities
            
            
            (238,147
            )
            
            (784,477
            )**Cash
                Flows From Investing Activities**Additions
                to oil and gas properties
            
            
            (2,906,879
            )
            
            (4,964,438
            )Purchases
                of property and equipment
            
            
            -
            
            
            (11,224
            )Website
                development
            
            
            -
            
            
            (16,700
            )Net
                cash used in investing activities
            
            
            (2,906,879
            )
            
            (4,992,362
            )**Cash
                Flows From Financing Activities**Proceeds
                from issuance of common stock
            
            
            -
            
            
            7,000,000Proceeds
                from notes payable
            
            
            4,250,000
            
            
            -Increase
                in deferred financing costs
            
            
            (557,007
            )
            
            -Payments
                on notes payable
            
            
            (632,350
            )
            
            -Net
                cash provided by financing activities
            
            
            3,060,643
            
            
            7,000,000Net
                increase in cash and cash equivalents
            
            
            (84,383
            )
            
            1,223,161Cash
                and cash equivalents, beginning of period
            
            
            267,845
            
            
            37,223Cash
                and cash equivalents, end of period
            
            $
            183,462
            
            $
            1,260,384**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            163,626
            
            $
            -Income
                taxes
            
            
            -
            
            
            -**Non-Cash
                Investing and Financing Activities**Common
                stock issued for oil and gas properties
            
            $
            1,988,626
            
            $
            -Discount
                on notes for relative fair value
            
            
            781,624
            
            
            -Discount
                on notes for overriding royalty interest granted to lenders
            
            
            200,000
            
            
            -Stock
                subscription receivable
            
            
            -
            
            
            1,000,000




7


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements**





**NOTE
      1 – SIGNIFICANT ACCOUNTING POLICIES**





The
      accompanying unaudited interim financial statements of True North Energy
      Corporation (“True North” or 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
      consolidated 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.





These
      consolidated financial statements include the accounts of the Company and its
      recently formed, wholly owned subsidiary, ICF Energy Corporation (“ICF”). All
      material intercompany accounts and transactions have been eliminated in
      consolidation.




Accounts
      receivable primarily consist of accrued revenues from oil and gas production
      and
      joint interest expenditures due from joint interest owners in oil and gas
      properties.




Revenues
      are recognized for oil and natural gas sales when production is sold to a
      purchaser at a fixed or determinable price. The Company accounts for its gas
      imbalances that result from its normal operations using the sales method, under
      which the Company recognizes its revenues on all production delivered to the
      purchaser.




Asset
      retirement obligations are recorded in the period in which they are incurred
      and
      reasonably estimatable. The Company recognized asset retirement obligations
      totaling $50,000 associated with the Texas oil and gas properties it acquired
      in
      September 2007 (see Note 3). The Company routinely reviews and reassesses its
      estimates to determine if an adjustment to the value of the asset retirement
      obligation is required.




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





The
      Company was incorporated on February 1, 2006 and was in the exploration stage
      through July 31, 2007. During the three months ended October 31, 2007 the
      Company became an operating company and is no longer considered to be in the
      exploration stage.





**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 only recently began generating revenues and has accumulated significant
      losses. 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.





8




**NOTE
      3 – OIL AND GAS PROPERTIES**





*Colorado
      Leases*


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.





*Prime
      Transaction*


On
      September 19, 2007, the Company acquired certain oil and gas properties and
      related assets (the “Properties”) in Brazoria County, Texas from Prime Natural
      Resources, Inc. (“Prime”) for approximately $3.7 million, including closing
      and other transaction-related costs. The purchase price was paid with a
      combination of cash ($2.4 million), 1,928,375 shares of the Company’s restricted
      common stock valued at approximately $926,000, and the assumption of certain
      assumed liabilities totaling approximately $343,000. The Company’s consolidated
      statements of operations include the revenues and expenses associated with
      the
      acquired assets from the date of acquisition.





The
      following unaudited pro forma consolidated results of operations have been
      prepared as if the acquisition of the Properties had occurred as of May 1,
      2006.
      The pro forma information is presented for information purposes only and is
      not
      necessarily indicative of the results of operations that actually would have
      been achieved had the acquisition of the Properties been consummated as of
      that
      time, nor is it intended to be a projection of future results.





**Three Months Ended**
              **January 31,**
            
            **Nine Months Ended**
              **January 31,****2008**
            
            **2007**
            
            **2008**
            
            **2007**Revenues
            
            $
            542,819
            
            $
            674,758
            
            $
            2,095,578
            
            $
            2,342,492Net
                loss
            
            
            (460,302
            )
            
            (4,281,835
            )
            
            (10,236,856
            )
            
            (6,037,435
            )Loss
                per share – basic and diluted
            
            $
            (0.01
            )
            $
            (0.07
            )
            $
            (0.15
            )
            $
            (0.09
            )




In
      January 2008 we entered into an agreement with Savant Alaska LLC (“Savant”)
      pursuant to which we agreed to assign to Savant an interest in one of the
      Company’s Alaska oil and gas leases. In exchange, the Company received the
      opportunity to earn up to a two percent working interest in a production unit
      if
      the test well Savant is drilling on adjacent acreage is successful. The test
      well will be drilled at the sole expense of Savant and its drilling
      partners.




**NOTE
      4 – NOTES PAYABLE**





*Convertible
      Notes*


On
      March
      30, 2007 True North executed an agreement with an off-shore investor pursuant
      to
      which it agreed to issue $500,000 of notes payable (the “Notes”). Proceeds of
      the Notes were received in two equal installments during April and May 2007.
      The
      Notes bear interest at the rate of 8% per annum. Subject to prior conversion
      or
      acceleration, the principal balance of the notes is due in a single payment
      on
      the third anniversary of the date of each note. Interest on the Notes originally
      was payable semi-annually beginning the first day of the first month following
      180 days from the respective dates of the Notes.




9




On
      September 18, 2007, the Company and the Convertible Notes lender entered into
      a
      subordination agreement. Pursuant to that agreement, the lender agreed to
      subordinate, in right of payment and priority, the Convertible Notes to the
      Secured Notes issued in September 2007 (see below). Payment of interest on
      the
      Convertible Notes also was postponed until repayment in full of the Secured
      Notes as a result of the Subordination Agreement.





In
      connection with the issuance of the Notes, the Company issued warrants for
      the
      purchase of up to 182,249 shares of the Company’s common stock at an exercise
      price of $1.92 per share as well as warrants for the purchase of up to an
      additional 298,330 shares of the Company’s common stock at an exercise price of
      $1.17 per share. These warrants are exercisable for a period of three years
      from
      the date of issuance (August 30, 2007).





The
      fair
      value of the warrants was estimated using the Black Scholes option-pricing
      model, which resulted in a total fair value of $125,706 and a relative fair
      value of $100,310. A discount on the notes payable was recognized in an amount
      equal to the relative fair value of the warrants. The debt discount is being
      accreted to interest expense using the effective interest method over the
      remaining term of the notes. Interest expense resulting from the accretion
      of
      the debt discount approximated $7,100 and $18,500 during the three-month and
      nine-month periods ended January 31, 2008.





The
      conversion option and warrant issuance features of the convertible notes were
      evaluated under FAS 133 and EITF 00-19 for derivative accounting. As neither
      the
      conversion option or the warrants were deemed to be liabilities, derivative
      accounting was not applicable. The Company also evaluated the conversion option
      under EITF 98-5 and EITF 00-27 and determined that the conversion option was
      contingent and ultimately did not result in a beneficial conversion
      feature.





*Bridge
      Notes*


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 (the “Bridge Notes”). The Bridge Notes
      bore interest at the rate of 12% per annum. Subject to earlier payment, at
      the
      Company’s option, interest on the unpaid principal amount of the Bridge Notes
      was payable in monthly installments commencing September 1, 2007 and principal
      was due and payable on the earlier of November 19, 2007 or 15 days following
      the
      closing of the acquisition of the Prime Assets. As more fully described below,
      the Bridge Notes were repaid in September 2007 upon consummation of the
      acquisition of the Properties and related financing.





The
      Company issued 100,000 shares of its restricted common stock to the Lenders
      in
      connection with the Bridge Notes. Each Bridge Note was 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 who are officers and
      significant shareholders of the Company. 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 and further agreed to pay the reasonable
      fees and disbursements of the Lenders’ respective legal counsels in connection
      with the enforcement of their rights under the Bridge Notes.





10




*Secured
      Notes*


The
      Company financed the purchase of the Properties and the repayment of the Bridge
      Notes through the issuance of senior secured term notes (the “Secured Notes”) to
      two purchasers (the “Purchasers”). The aggregate principal amount of the Secured
      Notes totaled $3,750,000. The Secured Notes, which mature on September 18,
      2010,
      bear interest at the rate of 13% per annum.





Amortizing
      payments of principal and interest are due monthly. During the twelve-month
      period ending September 18, 2008, the amount of such monthly principal payments
      is equal to the greater of $100,000 or sixty percent (60%) of the net revenue
      relating to all oil and gas properties of ICF for the immediately preceding
      calendar month. Thereafter, the monthly principal payment shall be equal to
      $100,000 or eighty percent (80%) of the net revenue relating to all oil and
      gas
      properties of ICF for the immediately preceding calendar month, provided,
      however, such percentage will increase to one hundred percent (100%) upon the
      occurrence and during the continuance of an event of default.





The
      Purchasers also were granted warrants for the purchase of up to 1,953,126 shares
      of the Company’s common stock in connection with the issuance of the Secured
      Notes. These warrants bear an exercise price of $0.48 per share and expire
      September 18, 2012. The fair value of the warrants was estimated using the
      Black
      Scholes option-pricing model, which resulted in a total fair value of
      approximately $833,000 and a relative fair value of approximately $681,000.
      A
      discount on the notes payable was recognized in an amount equal to the relative
      fair value of the warrants.





In
      addition to the above, the Company issued an aggregate 5% overriding royalty
      interest in the oil and gas properties of ICF to the Purchasers. The amount
      of
      the overriding royalty interest will reduce to an aggregate 3% rate upon the
      payment in full of the Secured Notes. The fair value of the overriding royalty
      interests was estimated using the discounted cash flow method and recorded
      as a
      discount to the Secured Notes. The Company’s basis in the Properties was reduced
      by a like amount.





The
      aggregate debt discount resulting from the issuance of the warrants and the
      overriding royalty interest is being accreted to interest expense using the
      effective interest method over the remaining term of the notes. Interest expense
      resulting from the accretion of the debt discount associated with the Secured
      Notes approximated $52,000 and $114,000 during the three-month and nine-month
      periods ended January 31, 2008, respectively.




The
      Company incurred transaction costs of approximately $720,000 in connection
      with
      the issuance of the Secured Notes. Such costs include $128,000 representing
      the
      estimated fair value associated with warrants awarded to a financial advisor
      for
      the purchase of up to 300,000 shares of the Company’s common stock. These
      warrants have an exercise price of $0.48 per share and expire September 18,
      2012. The fair value of the warrants was estimated using the Black Scholes
      option-pricing model. The deferred financing costs are being amortized using
      the
      effective interest method over the remaining term of the Secured
      Notes.




11




The
      Company’s borrowing activity is summarized below:





**Balance**
              **as
                of**
              **April
                30,2007**
            
            **Increases**
            
            **Decreases**
            
            **Balance**
              **as
                of**
              **January
                31,2008**Insurance
                notes payable
            
            $
            196,656
            
            $
            -
            
            $
            (196,656
            )
            $
            -Convertible
                Notes
            
            
            250,000
            
            
            250,000
            
            
            -
            
            
            500,000Bridge
                Notes
            
            
            -
            
            
            250,000
            
            
            (250,000
            )
            
            -Secured
                Notes
            
            
            -
            
            
            3,750,000
            
            
            (185,694
            )
            
            3,564,306446,656
            
            
            4,250,000
            
            
            (632,350
            )
            
            4,064,306Debt
                discount
            
            
            -
            
            
            (981,624
            )
            
            248,240
            
            
            (815,185
            )Carrying
                value of debt
            
            $
            446,656
            
            $
            3,268,376
            
            $
            (384,110
            )
            $
            3,249,121Total
                notes payable
            
            
            
            
            
            
            
            
            
            
            $
            3,249,121Less
                current portion
            
            
            
            
            
            
            
            
            
            
            
            (758,503
            )Long-term
                notes payable
            
            
            
            
            
            
            
            
            
            
            $
            2,490,618




Future
      maturities of long-term debt are as of follows as of January 31,
      2008:





Three
                months ending April 30, 2008
            
            $
            300,000Year
                Ending April 30:2009
            
            
            1,200,0002010
            
            
            1,700,0002011
            
            
            1,692,9102012
                and thereafter
            
            
            -4,892,910Less:
                interest
            
            
            (828,604
            )$
            4,064,306





**NOTE
      5 – STOCK-BASED COMPENSATION**





During
      the year ended April 30, 2007 the Company 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
      with the amendment of the employment agreement, 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.





12




A
      total
      of 325,000 shares of True North’s common stock was earned by members of the
      Company’s advisory board during the nine months ended January 31, 2008 in
      connection with services provided thereby. Of this amount, 250,000 shares were
      issued as a result of the completion of the advisory board’s initial year of
      service. The remaining 75,000 shares represent payment of quarterly advisory
      board fees for each of the three-month periods ended July 31 st ,
      October
      31 st ,
      and
      January 31 st .
      As of
      January 31, 2008, $26,082 is reflected as stock compensation payable in the
      Company’s balance sheet related to annual fees payable to members of the
      Company’s advisory board for the period ending October 4, 2008. This amount
      reflects stock compensation expenses associated with 81,284 shares earned
      through January 31, 2008 that are not issuable by the Company until October
      2008.





The
      Company issued 227,605 shares of its common stock during the nine months ended
      January 31, 2008 in connection with certain consulting agreements,
      including a consulting agreement with Prime as described below. The stock was
      valued at $69,832 of which $24,832 was previously expensed as part of the April
      30, 2007 stock payable balance. In December 2007, the Company entered into
      a
      consulting agreement with Prime pursuant to which Prime provides the Company
      with bookkeeping, accounting, financial reporting and related services. The
      agreement was effective as of October 1, 2007 and expires June 30,
      2008.




**NOTE
      6 – COMMON STOCK WARRANTS**





The
      Company accounts for stock warrants issued to third parties in accordance with
      the provisions of EITF Issue No. 96-18, Accounting for Equity Instruments That
      Are Issued to Other Than Employees for Acquiring, or in Conjunction with
      Selling, Goods or Services, and EITF 01-9, Accounting for Consideration Given
      by
      a Vendor to a Customer (Including a Reseller of the Vender’s Products. Under the
      provisions of EITF 96-18, because none of the Company’s agreements have a
      disincentive for nonperformance, the Company records a charge for the fair
      value
      of the portion of the warrants earned from the point in time when vesting of
      the
      warrant becomes probable. Final determination of fair value of the warrants
      occurs upon actual vesting.





During
      the nine-month period ended January 31, 2008, the Company issued warrants to
      purchase an aggregate of 2,733,705 shares of the Company’s common stock,
      respectively. Such warrants are exercisable at prices ranging from $0.48. to
      $1.92 per share and expire at various times through September 2012. All of
      the
      warrants granted to date were fully vested on the date of grant. No warrants
      have been exercised to date.





13


A
      summary
      of warrant activity is as follows:





**Number of**
              **Warrants**
            
            **Weighted-**
              **AverageExercise**
              **Price**Outstanding
                at April 30, 2007
            
            
            4,405,555
            
            $
            2.74Granted
            
            
            2,733,705
            
            
            0.65Exercised
            
            
            -
            
            
            -Outstanding
                at January 31, 2008
            
            
            7,139,260
            
            $
            1.94





The
      range
      of warrant prices for shares under warrants and the weighted-average remaining
      contractual life as of January 31, 2008 is as follows:





**Warrants
                Outstanding and Exercisable****Range
                of Warrant Exercise Price**
            
            **Number of**
              **Warrants**
            
            **Weighted-**
              **AverageExercise**
              **Price**
            
            **Weighted-Average**
              **RemainingLife**Less
                than $1.00
            
            
            2,253,126
            
            $
            0.48
            
            
            4.9$1.00
                to $2.00
            
            
            2,730,579
            
            
            0.65
            
            
            1.8More
                than $2.00
            
            
            2,155,555
            
            
            3.89
            
            
            2.0Outstanding
                at January 31, 2008
            
            
            7,139,260





14


**ITEM
      2. PLAN OF OPERATION**





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




We
      have
      only recently began to generate revenues. 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 own interests in two producing
      wells, which cover approximately 1,150 acres and produce about one million
      standard cubic feet of gas and ten barrels of oil per day.





*Alaska
      Properties*





In
      January and May 2006, we acquired 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. We are in the process of having the Cook Inlet
      leases re-registered in our name. We currently maintain a 100% working interest
      ownership in our Alaska leases, but may elect to sell a portion of our interests
      at some point in the future.





Effective
      January 23, 2008 we entered into an Acreage Contribution Contract with Savant
      Alaska LLC (“Savant”) pursuant to which we have agreed to assign to Savant
      certain interests of ours in State of Alaska Lease ADL-390839 in exchange for
      our earning a working interest of up to 2% in a production unit if the test
      well
      Savant is drilling on adjacent acreage is successful. The test well will be
      drilled at the sole expense of Savant and its drilling partners. For a more
      detailed description of the Acreage Contribution Contract see “Part II - Item 5
      - Other Information”.





*Colorado
      Properties*





In
      June
      2007 we acquired certain oil and gas interests and properties in northwest
      Colorado in an area covering more than 17,000 acres. These oil and gas interests
      are non-producing properties. We hold a 100% working interest in the leases
      comprising part of the acquired assets. We currently are 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 in cash (approximately $345,000) and shares of our restricted common
      stock ($1,063,000). 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.





15




*Texas
      Properties*





On
      September 19, 2007 our newly formed, wholly owned subsidiary ICF Energy
      Corporation (“ICF”) acquired certain oil and gas properties and related assets
      in Brazoria County, Texas from Prime Natural Resources, Inc. (the “Prime
      Assets”) for approximately $3.7 million, including closing and other transaction
      costs. The purchase price was paid with a combination of cash ($2.4 million),
      1,928,375 shares of our restricted common stock valued at approximately
      $926,000, and the assumption of certain liabilities totaling approximately
      $343,000.





We
      financed the purchase of the Prime Assets through the issuance of secured term
      notes (the “Secured Notes”) to two purchasers (the “Purchasers”). The aggregate
      principal amount of the Secured Notes totaled $3,750,000. As a result of this
      transaction, the Purchasers became our and ICF's senior secured lenders. The
      Secured Notes, which mature on September 18, 2010 (the “Maturity Date”), provide
      for interest payments on the outstanding principal amount at the rate of 13%
      per
      annum. Amortizing payments of principal and interest are due monthly. In
      addition, we issued common stock purchase warrants to the Purchasers for the
      purchase of up to 1,953,126 shares of our common stock in connection with the
      issuance of the Secured Notes and reimbursed the Purchasers’ transaction related
      costs totaling $336,000.





*General*





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 $1 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 (except as
      related to the Kupcake Prospect as described above).  Our primary efforts
      in Alaska will focus on exploring opportunities to sell a portion of our Alaskan
      Cook Inlet Harriet Point prospect 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.





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.





16




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. There can be no assurance that we will be able
      to
      successfully negotiate any such partnering agreements or raise the necessary
      financing to invest in such ventures, 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.





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;




17




·
            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.





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 had minimal revenues since our inception and have
      accumulated a net loss of $20.1 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.




18




**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
      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.





**PART
      II**





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





On
      January 30, 2008 we issued 167,101 shares of our common stock to Prime Natural
      Resources, Inc. representing payment of the stock fee due to Prime Natural
      Resources, Inc. under our December 21, 2007 Consulting Agreement with Prime
      Natural Resources, Inc. for the three-month period ended December 31, 2007.
      The
      shares were issued in reliance on Section 4(2). 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
      December 17, 2007 we issued an aggregate of 275,000 shares of our common stock
      to our five advisory board members representing payment of the quarterly fee
      for
      the three-month period ended October 31, 2007 (25,000 shares) and the annual
      fee
      for the year ended October 5, 2007 (250,000 shares). 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
      5.**  **OTHER
      INFORMATION**





On
      November 6, 2007 we entered into a pooling agreement (the “Pooling Agreement”)
      with Savant Alaska, LLC (“Savant”) which was given effect as of July 1, 2007.
      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 North Slope Alaskan
      interests. Under the Pooling Agreement, we and Savant agreed that we would
      pool
      certain leasehold interests, on a net acreage basis, and further agreed to
      jointly drill a test well within the Savant Kupcake Prospect. The test well
      was
      to be located in Section 29, T11N, R17E and was planned to be drilled to a
      depth
      of 11,000 feet in order to test the Kemik formation. We were unable to raise
      our
      share of the test well drilling costs in time, which would have resulted in
      our
      earning a working interest within the pooled area of approximately 8.5%, and
      in
      January 2008 the Pooling Agreement was terminated by mutual agreement. Effective
      January 23, 2008 however, we entered into an Acreage Contribution Contract
      (the
“Contract”) with Savant pursuant to which we have agreed to conditionally assign
      to Savant the part of our leasehold interest that was to be the subject of
      the
      Pooling Agreement (the “Lease Acreage”) in exchange for Savant’s drilling a test
      well within the Kupcake Prospect and allowing us to potentially earn a working
      interest of up to 2% in the future production unit if the test well is
      successful. Under the Contract, in the event the test well is discontinued
      prior
      to reaching the required depth, Savant also has the right to drill a substitute
      well within the Kupcake Prospect.




19




If
      Savant
      fails to drill the test well or substitute well, as the case may be, to the
      required depth, in the manner and time provided in the Contract, Savant will
      relinquish its rights in the Lease Acreage. If Savant drills the test well
      or
      substitute well, as the case may be, to the required depth, in the manner and
      time provided in the Contract, it will earn an assignment, effective from the
      date of the release of the rotary rig from the test well, covering an undivided
      75% of 8/8th’s working interest and a proportionate (in accordance with our
      assigned working interest) 78.33% net revenue interest in the Lease Acreage,
      limited to the depths and formation lying between the surface and the
      stratigraphic equivalent of 100 feet below the total depth drilled in the test
      well.





On
      December 21, 2007 we entered into a nine month consulting agreement (the
‘Consulting Agreement”) with Prime Natural Resources, Inc. (“Prime”) pursuant to
      which Prime provides us with bookkeeping, accounting, financial reporting and
      related services. The Consulting Agreement was given retroactive effect to
      October 1, 2007, the date on which Prime began rendering such services. As
      compensation for the services rendered to us by Prime under the Consulting
      Agreement we pay Prime a monthly cash fee of $5,000 and also pay Prime a
      quarterly fee in the form of shares of our common stock valued at $45,000
      payable at the end of each of the quarters ended December 31, 2007, March 31,
      2008 and June 30, 2008. The number of shares issuable to Prime for each
      quarterly period is determined by taking the average closing price of our common
      stock during the last five business days of each month during the quarter and
      apportioning such number of shares equal to the amount of $15,000 for each
      of
      the three months comprising the quarter. We have granted Prime piggyback
      registration rights with respect to these share payments. The Consulting
      Agreement also provides for reimbursement of any expenses incurred by Prime
      on
      our behalf. On January 30, 2008 we issued 167,101 shares to Prime constituting
      payment of the stock fee due to Prime under the Consulting Agreement for the
      three months ended December 31, 2007.




20




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





(a)  Exhibits.


Exhibit No.
              
              Description31.1
              
              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




21




**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:
                March 11, 2008
            By:
            /s/
                John FolnovicJohn
                FolnovicPresident,
                Chief Executive Officer





22