**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**


(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, 2008**





or





** ̈** **** **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 registrant 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)





Indicate
      by check mark whether the registrant (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 (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act (Check one).





Large
                accelerated filer ̈
            
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            
            Smaller
                reporting companyx(Do
                not check if a smaller reporting company)





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





As
      of
      September 12, 2008, there were 71,223,951 shares of the issuer’s common stock,
      par value $0.0001, outstanding.





**TRUE
      NORTH ENERGY CORPORATION**





**FORM
      10-Q**


**FOR
      THE QUARTERLY PERIOD ENDED JULY 31, 2008**


**TABLE
      OF CONTENTS**





**PAGE****PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            11Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            16Item
                4T.
            Controls
                and Procedures
            16**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            17Item
                1A.
            Risk
                Factors
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matter to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            18**SIGNATURES**
            19




2


**PART
      I – FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**





**PAGE**Consolidated
                Balance Sheets as of July 31, 2008 and April 30, 2008
                (Unaudited)
            4Consolidated
                Statements of Operations for the three month periods ended July 31,
                2008 and 2007 (Unaudited)
            5Consolidated
                Statements of Cash Flows for the three month periods ended July 31,
                2008
                and 2007 (Unaudited)
            6Notes
                to Consolidated Financial Statements (Unaudited)
            7




3





**TRUE
      NORTH ENERGY CORPORATION**


**Consolidated
      Balance Sheets**


*(Unaudited)*





**July 31, 2008**
            
            **April 30, 2008****Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            526,780
            
            $
            228,094Accounts
                receivable
            
            
            334,020
            
            
            274,669Prepaid
                expenses and other current assets
            
            
            167,647
            
            
            231,888Total
                current assets
            
            
            1,028,447
            
            
            734,651Website
                development, net of accumulated amortization of $19,145 and $17,150,
                respectively
            
            
            4,781
            
            
            6,776Property
                and equipment, net of accumulated depreciation of $5,295 and$4,611,
                respectively
            
            
            5,929
            
            
            6,613Oil
                and gas properties, using successful efforts accountingmethod,
                including unproven properties of $2,152,363 and $2,152,068, respectively
                (net of accumulated amortization of $1,008,533 and $756,879,
                respectively)
            
            
            4,676,388
            
            
            4,927,747Deferred
                financing costs, net
            
            
            494,474
            
            
            554,055Total
                assets
            
            $
            6,210,019
            
            $
            6,229,842**Liabilities
                and Stockholders’ Equity**Current
                liabilities:Accounts
                payable
            
            $
            61,443
            
            $
            105,680Accrued
                liabilities
            
            
            1,349,120
            
            
            1,157,511Stock
                compensation payable
            
            
            55,048
            
            
            52,117Current
                portion of notes payable
            
            
            734,815
            
            
            711,121Total
                current liabilities
            
            
            2,200,426
            
            
            2,026,429Notes
                payable, net of debt discount
            
            
            2,649,920
            
            
            2,707,834Asset
                retirement obligation
            
            
            56,512
            
            
            54,622Total
                liabilities
            
            
            4,906,858
            
            
            4,788,885Commitments
                and contingencies
            
            
            -
            
            
            -Stockholders’
                Equity:Preferred
                Stock, par value $0.0001; 20,000,000 shares authorized, no shares
                issued
                or outstanding
            
            
            -
            
            
            -Common
                Stock, par value $0.0001; 250,000,000 shares authorized; 71,223,951
                and
                71,016,758 shares issued and outstanding, respectively
            
            
            7,122
            
            
            7,102Additional
                paid-in capital
            
            
            22,488,871
            
            
            22,439,642Accumulated
                deficit
            
            
            (21,192,832
            )
            
            (21,005,787
            )Total
                stockholders’ equity
            
            
            1,303,161
            
            
            1,440,957Total
                liabilities and stockholders’ equity
            
            $
            6,210,019
            
            $
            6,229,842




*See
      notes to consolidated financial statements.*


4


**TRUE
      NORTH ENERGY CORPORATON**


**Consolidated
      Statements of Operations**


*(Unaudited)*





**Three Months Ended**
              **July 31,****2008**
            
            **2007**Revenues
            
            $
            623,225
            
            $
            -Costs
                and expenses:Lease
                operating costs
            
            
            107,176
            
            
            74,960Exploration
                costs
            
            
            22,756
            
            
            28,880Accretion
                expense
            
            
            1,890
            
            
            -General
                and administrative expenses:Compensation
                and benefits
            
            
            62,187
            
            
            9,028,129Legal
                and accounting
            
            
            140,836
            
            
            54,424Advisory
                board fees
            
            
            2,180
            
            
            (10,359
            )Investor
                relations
            
            
            6,267
            
            
            18,052Other
                general and administrative expenses
            
            
            63,098
            
            
            80,261Depreciation,
                depletion and amortization
            
            
            254,333
            
            
            2,678Total
                costs and expenses
            
            
            660,723
            
            
            9,277,025Loss
                from operations
            
            
            (37,498
            )
            
            (9,277,025
            )Other
                income (expense):Interest
                and other income
            
            
            186,050
            
            
            764Interest
                expense
            
            
            (335,597
            )
            
            (17,476
            )Loss
                before income taxes
            
            
            (187,045
            )
            
            (9,293,737
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (187,045
            )
            $
            (9,293,737
            )Basic
                and diluted loss per common share
            
            $
            (0.00
            )
            $
            (0.14
            )Weighted-average
                common shares outstanding
            
            
            71,078,149
            
            
            65,459,556





*See
      notes to consolidated financial statements.*




5


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


**Three Months Ended**
              **July 31,****2008**
            
            **2007**Cash
                flows from operating activities:Net
                loss
            
            $
            (187,045
            )
            $
            (9,293,737
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation,
                depletion and amortization
            
            
            254,333
            
            
            2,678Stock-based
                compensation
            
            
            52,180
            
            
            8,899,973Amortization
                of debt discount
            
            
            135,570
            
            
            4,527Amortization
                of deferred financing costs
            
            
            59,581
            
            
            -Accretion
                expense
            
            
            1,890
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (59,351
            )
            
            -Prepaid
                expenses and other
            
            
            64,241
            
            
            85,512Accounts
                payable
            
            
            (44,237
            )
            
            96,145Accrued
                liabilities
            
            
            191,609
            
            
            19,813Net
                cash provided by (used in) operating activities
            
            
            468,771
            
            
            (185,089
            )Cash
                flows from investing activities:Additions
                to oil and gas properties
            
            
            (295
            )
            
            (135,306
            )Acquisitions
                of oil and gas leases
            
            
            -
            
            
            (55,000
            )Net
                cash used in investing activities
            
            
            (295
            )
            
            (190,306
            )Cash
                flows from financing activities:Proceeds
                from issuance of notes payable
            
            
            -
            
            
            250,000Principal
                payments on notes payable
            
            
            (169,790
            )
            
            (111,393
            )Net
                cash provided by (used in) financing activities
            
            
            (169,790
            )
            
            138,607Net
                increase (decrease) in cash and cash equivalents
            
            
            298,686
            
            
            (236,788
            )Cash
                and cash equivalents, beginning of period
            
            
            228,094
            
            
            267,845Cash
                and cash equivalents, end of period
            
            $
            526,780
            
            $
            31,057Supplemental
                disclosure of cash flow information:Cash
                paid for interest
            
            $
            150,681
            
            $
            2,483Income
                taxes
            
            $
            -
            
            $
            -Non-cash
                investing and financing activities:Common
                stock issued for oil and gas leases
            
            $
            -
            
            $
            1,063,006Discount
                on notes for relative fair value
            
            $
            -
            
            $
            100,310





*See
      notes to consolidated financial statements.*


6


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements**





**NOTE
      1 – NATURE OF OPERATIONS**





The
      accompanying unaudited interim consolidated 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 consolidated financial statements should be read in conjunction with
      the
      audited consolidated 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 consolidated financial statements
      for the year ended April 30, 2008 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 consolidated 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 minimal revenues and has accumulated losses since its inception
      on
      February 1, 2006. 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
      consolidated 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 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





Accounting
      estimates





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the periods reported.
      Actual results could differ from these estimates.





Significant
      estimates include volumes of oil and natural gas reserves used in calculating
      depletion of proved oil and gas properties, future net revenues and abandonment
      obligations, impairment of proved and unproved properties, future income taxes
      and related assets and liabilities, the fair value of various common stock,
      warrants and option transactions, and contingencies. Oil and natural gas reserve
      estimates, which are the basis for unit-of-production depletion and the
      calculation of impairment, have numerous inherent uncertainties. The accuracy
      of
      any reserve estimate is a function of the quality of available data, the
      engineering and geological interpretation and judgment. Results of drilling,
      testing and production subsequent to the date of the estimate may justify
      revision of such estimate. Accordingly, reserve estimates are often different
      from the quantities of oil and gas that are ultimately recovered. In addition,
      reserve estimates are vulnerable to changes in wellhead prices of crude oil
      and
      gas. Such prices have been volatile in the past and can be expected to be
      volatile in the future.




7





These
      significant estimates are based on current assumptions that may be materially
      effected by changes to future economic conditions such as the market prices
      received for sales of volumes of oil and gas, interest rates, the fair value
      of
      the Company’s common stock and corresponding volatility, and the Company’s
      ability to generate future taxable income. Future changes to these assumptions
      may affect these significant estimates materially in the near term.





Oil
      and gas properties





The
      Company accounts for its oil and gas operations using the successful efforts
      method of accounting. Under this method, all costs associated with property
      acquisitions, successful exploratory wells, all development wells, including
      dry
      hole development wells, and asset retirement obligation assets are capitalized.
      Additionally, interest is capitalized while wells are being drilled and the
      underlying property is in development. Costs of exploratory wells are
      capitalized pending determination of whether each well has resulted in the
      discovery of proved reserves. Oil and gas mineral leasehold costs are
      capitalized as incurred. Items charged to expense generally include geological
      and geophysical costs, costs of unsuccessful exploratory wells, and oil and
      gas
      production costs. Capitalized costs of proved properties including associated
      salvage are depleted on a field-by-field (common reservoir) basis using the
      units-of-production method based upon proved producing oil and gas reserves.
      Dispositions of oil and gas properties are accounted for as adjustments to
      capitalized costs with gain or loss recognized upon sale. A gain (loss) is
      recognized to the extent the sales price exceeds or is less than original cost
      or the carrying value, net of impairment. Oil and gas properties are also
      subject to impairment at the end of each reporting period. Unproved property
      costs are excluded from depletable costs until the related properties are
      developed.





The
      Company reviews its long-lived assets for impairment whenever events or changes
      in circumstances indicate that the carrying amount of an asset may not be
      recoverable in accordance with SFAS No. 144, “ *Accounting
      for the Impairment and Disposal of Long-Lived Assets”* (“SFAS
      No. 144.”).” If the carrying amount of the asset, including any intangible
      assets associated with that asset, exceeds its estimated future undiscounted
      net
      cash flows, the Company will recognize an impairment loss equal to the
      difference between its carrying amount and its estimated fair value. The fair
      value used to calculate the impairment for a producing oil and gas field that
      produces from a common reservoir is first determined by comparing the
      undiscounted future net cash flows associated with total proved properties
      to
      the carrying value of the underlying evaluated property. If the cost of the
      underlying evaluated property is in excess of the undiscounted future net cash
      flows, the future net cash flows are used discounted at 10%, which the company
      believes approximates fair value, to determine the amount of
      impairment.




For
      unproved property costs, management reviews these investments for impairment
      on
      a property-by-property basis at each reporting period or if a triggering event
      should occur that may suggest that an impairment may be required.





There
      was
      no impairment of proved or unproved properties required at July 31,
      2008.





Major
      Customers





The
      Company sold 100% of its oil and gas production for the three months ended
      July
      31, 2008 to a single purchaser. However,
      because there is a ready market for the sale of oil and gas and alternate
      purchasers of oil and gas are readily available at similar prices, the Company
      believes that the loss of its purchaser would not have a material adverse effect
      on its financial results.





Earnings
      per share





Basic
      earnings per share is computed using the weighted average number of common
      shares outstanding. Diluted earnings per share reflects the potential dilutive
      effects of common stock equivalents such as options, warrants and convertible
      securities. Due to the Company incurring a net loss during the three months
      ended July 31, 2008 and 2007, basic and diluted loss per share are the same
      as
      all potentially dilutive common stock equivalents are
      anti-dilutive.


8





Recently
      Issued Accounting Pronouncements




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and
      requirements to recognize the assets acquired and liabilities assumed in an
      acquisition transaction and determines what information to disclose to investors
      regarding the business combination. SFAS No. 141(R) is effective for business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual period beginning after December 15, 2008.





In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling
      Interests in Consolidated Financial Statement—amendments of ARB No. 51.”
SFAS No. 160 states that accounting and reporting for minority interests
      will be recharacterized as non-controlling interests and classified as a
      component of equity.  The statement also establishes reporting
      requirements that provide sufficient disclosures that clearly identify and
      distinguish between the interests of the parent and the interests of the
      non-controlling owners.  SFAS No. 160 applies to all entities that
      prepare consolidated financial statements, except not-for-profit organizations,
      but will affect only those entities that have an outstanding non-controlling
      interest in one or more subsidiaries or that deconsolidate a subsidiary. 
This statement is effective as of the beginning of an entity’s first fiscal year
      beginning after December 15, 2008. The Company currently has no subsidiary
      subject to this standard and does not expect a material impact from SFAS No.
      160
      on its consolidated financial statements.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities.” SFAS 161 is intended to improve financial reporting
      about derivative instruments and hedging activities by requiring enhanced
      disclosures to enable investors to better understand their effects on an
      entity’s financial position, financial performance, and cash flows. The
      provisions of SFAS 161 are effective for the fiscal years and interim periods
      beginning after November 15, 2008. The Company is currently evaluating the
      impact of adopting SFAS 161 on its consolidated financial statement
      disclosures.




On
      May 9,
      2008 the FASB issued FASB Staff Position APB 14-1, “Accounting for Convertible
      Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
      Cash Settlement).” APB 14-1 requires the issuer to separately account for the
      liability and equity components of convertible debt instruments in a manner
      that
      reflects the issuer’s nonconvertible debt borrowing rate. The guidance will
      result in companies recognizing higher interest expense in the statement of
      operations due to amortization of the discount that results from separating
      the
      liability and equity components. APB 14-1 will be effective for financial
      statements issued for fiscal years beginning after December 15, 2008, and
      interim periods within those fiscal years. The Company is currently evaluating
      the impact of adopting APB 14-1 on its consolidated financial
      statements.





**NOTE
      4 – OIL AND GAS PROPERTIES**





The
      Company is engaged in the acquisition, exploration, development and production
      of oil and gas in Alaska, Colorado and Texas. The Company first became an oil
      and gas exploration and development company in February 2006, but until
      September 2007 had no developed reserves or production, and had not realized
      any
      revenues from its operations.





Alaska
      Properties





True
      North’s principal Alaska assets consist of oil and gas leases covering
      approximately 34,910 acres in the Cook Inlet and Beaufort Sea (“North Slope”)
      areas of Alaska. The Company currently holds a 100% working interest in its
      Alaska leases but may elect to sell a portion of these interests at some point
      in the future. The Cook Inlet leases provide for a net revenue interest of
      87.5%
      prior to an overriding 5% royalty. The North Slope leases provide for a net
      revenue interest of approximately 83.3% prior to an overriding 5% royalty.
      The
      Cook Inlet leases have expiration dates ranging from November 27, 2010 to
      September 30, 2013 and the North Slope leases expire on March 1, 2012, unless
      such leases are held by production or drilling activity.


9





Colorado
      Properties





In
      June
      2007 True North acquired certain non-producing oil and gas interests and
      properties in northwest Colorado in an area covering more than 17,000 acres.
      The
      Company holds a 100% working interest in the underlying oil and gas leases,
      which expire in 2016. True North continues to refine its development plans
      for
      the area.





Texas
      Properties





In
      September 2007 the Company acquired interests in two Texas oil and gas leases
      covering approximately 1,150 acres. These assets include two producing wells
      as
      well as three additional exploration prospects located in Brazoria County,
      Texas. The following unaudited pro forma consolidated results of operations
      have
      been prepared as if the acquisition of the Texas assets had occurred as of
      May
      1, 2007. 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 Texas assets been
      consummated as of that time, nor is it intended to be a projection of future
      results.





**Three Months Ended July 31****2008**
            
            **2007**Revenues
            
            $
            623,225
            
            $
            689,642Net
                loss
            
            $
            (120,483
            )
            $
            (9,413,122
            )Loss
                per share **–** basic and diluted
            
            $
            (0.00
            )
            $
            (0.14
            )





**NOTE
      5 – STOCK-BASED COMPENSATION**





True
      North recognized stock-based compensation expenses of $52,180 and $8,899,973
      during the three months ended July 31, 2008 and 2007 for services provided
      by
      members of the Company’s advisory board and other third parties. Approximately
      $8.9 million of the stock based compensation in the prior year period was
      recognized in connection with the purchase of 15.5 million shares of common
      stock by the Company’s chief executive officer from True North’s principal
      shareholder. The Company issued 207,193 shares of common stock during the three
      months ended July 31, 2008 as stock based compensation.





Stock
      compensation payable as of July 31, 2008 includes stock compensation expenses
      associated with 321,107 shares earned through that date that are not issuable
      by
      the Company until October 2008.





On
      June
      30, 2008 the Company entered into a twelve-month consulting agreement (the
      ‘Consulting Agreement”) with Prime pursuant to which Prime provides the Company
      with bookkeeping, accounting, financial reporting and related services. As
      compensation for the services rendered by Prime under the Consulting Agreement
      the Company pays Prime a monthly cash fee of $5,000 and a quarterly fee in
      the
      form of shares of common stock valued at $60,000 payable at the end of each
      of
      the quarters ended September 30, 2008, December 31, 2008, March 31, 2009 and
      June 30, 2009. The number of shares issuable to Prime for each quarterly period
      is determined by taking the average closing price of the Company’s 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 $20,000 for each
      of
      the three months comprising the quarter. The Company has granted Prime piggyback
      registration rights with respect to these share payments.





**NOTE
      6 – OTHER INCOME**





In
      July
      2008, the Company received a $186,050 refund of insurance premiums associated
      with its control of well insurance policy. The premium refund resulted from
      fewer wells being drilled than originally anticipated during the policy period
      (January 26, 2007 to April 1, 2008) as well as from the plugging and abandoning
      of all wells that were drilled.


10







**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





**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, 2008. 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-Q to the “Company,” “True North,” “we,” “us” or “our”
are to True North Energy Corporation. All references to share amounts in this
      Form 10-Q give retroactive effect to a 5:1 forward stock split that was affected
      by the Company on April 18, 2006.





**General
      Overview**





We
      are
      engaged in the acquisition, exploration, development and production of oil
      and
      gas properties in Alaska, Colorado and Texas. We first became an oil and gas
      exploration and development company in February 2006, but until the September
      19, 2007 closing of a Purchase and Sale Agreement with Prime Natural Resources,
      Inc. (“Prime”), had no developed reserves or production, and had not realized
      any revenues from our operations. We were incorporated in Nevada in April 2004
      under the name Ameriprint International Ltd. to engage in the business of
      providing printing and packaging solutions to entities of all sizes and to
      specialize in providing templated, low cost, quality printing of high volume,
      high turnover print materials. We conducted minimal operations in this area
      and
      discontinued these operations in January 2006.


11


**Going
      Concern**





In
      its
      report as of and for the year ended April 30, 2008 dated July 29, 2008, our
      auditors, Malone and Bailey, PC, expressed an opinion that there is substantial
      doubt about our ability to continue as a going concern. Our consolidated
      financial statements do not include any adjustments that may result from the
      outcome of this uncertainty. We have generated minimal revenues since our
      inception. We have an accumulated deficit of $21,192,832 as of July 31, 2008.
      Our continuation as a going concern is dependent upon future events, including
      our ability to raise additional capital and to generate positive cash
      flows.





**Business
      Strategy**





We
      plan
      to grow our business onshore in the U.S. through a balance of drilling and
      acquisition. 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.





After
      examining the fundamentals of the North American energy market over the last
      two
      years, we have positioned ourselves to pursue the strategies described above
      based on the following beliefs about the energy industry:





·
            production
                depletion rates in North America will
                accelerate;




·
            finding,
                development and operating costs will continue to increase;
                and




·
            conventional
                oil and gas production will soon reach a peak from which there will
                be no
                recovery, regardless of higher prices or improved
                technology.





We
      believe that these trends are becoming more and more evident each day.  The
      major oil and gas companies have de-emphasized their search for new conventional
      oil and gas reserves in North America. As a result of the increased depletion
      rates and reduced discovery efforts, North American conventional production
      has declined by one-third of previous levels. It is our belief that emerging
      oil
      and gas companies, such as us, can effectively position themselves to take
      advantage of this opportunity. To that end, 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.


12


As
      a
      result of these trends, we have expanded our focus beyond just Alaska. During
      the past two years we have aggressively pursued 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. Our June 2007
      Colorado acquisition is an example of this strategy. 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 our employees
                and
                management with that of our
                shareholders.





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.





**Results
      of Operations**





*Revenues.* Revenues
      for the three months ended July 31, 2008 were $623,225; there were no revenues
      for the three months ended July 31, 2007. The increase in revenues was due
      to
      the September 19, 2007 acquisition from Prime of two oil and gas leases in
      Texas.





*Lease
      operating costs.* Lease
      operating expenses for the three months ended July 31, 2008 and 2007 were
      $107,176 and $74,960, respectively. This increase was due to $87,460 in
      operating expenses related to the September 19, 2007 acquisition from Prime
      of
      two oil and gas leases in Texas. This increases was offset by a $55,243 decrease
      in property and casualty insurance costs.





*Exploration
      costs.* Exploration costs for the three months ended July 31, 2008 and 2007 were $22,756
      and $28,880, respectively. This decrease was due to a $15,439 decrease in
      geological and geophysical costs associated with management’s election to
      curtail exploration activities. This decrease was offset by a $9,315 increase
      in
      delay rentals.





*General
      and administrative expenses.* General
      and administrative expenses for the three months ended July 31, 2008 and 2007
      were $274,568 and $9,170,507, respectively. This decrease is primarily due
      to a
      $8,965,941 decrease in compensation and benefits from the prior year period.
      Approximately $8.9 million of the decrease resulted from stock based
      compensation recognized in connection with the purchase of 15.5 million shares
      of common stock by our chief executive officer from True North’s principal
      shareholder. This decrease was offset by an increase of $86,412 in legal and
      accounting fees, which increased with the addition of accounting and auditing
      needs after the acquisition from Prime of two producing oil and gas leases
      in
      Texas during September 2007.





*Depreciation,
      depletion and amortization.* Depreciation, depletion and amortization for the three months ended July 31,
      2008 and 2007 was $254,333 and $2,678, respectively. The increase of $251,654
      was due to depletion expense associated with the two oil and gas leases acquired
      from Prime.


13


*Interest
      and other income.* Interest
      and other income for the three months ended July 31, 2008 and 2007 totaled
      $186,050 and $764, respectively. This increase was due the Company receiving
      a
      refund of $186,050 in July 2008 as a result of a premium audit of its control
      of
      well insurance policy. The premium refund resulted from fewer wells being
      drilled than originally anticipated and the plugging and abandoning of all
      wells
      that were drilled.





*Interest
      expense.* Interest
      expense for the three months ended July 31, 2008 and 2007 was $335,597 and
      $17,476, respectively. The increase in interest expense of $318,121 resulted
      from $127,497 of interest expense associated with notes payable issued to
      finance the Prime acquisition, $131,043 from the amortization of debt discount
      related to those new borrowings, and $59,581 from the amortization of deferred
      finance costs associated with new borrowings.





*Net
      loss.* We
      incurred a net loss for the three months ended July 31, 2008 and 2007 of
      $187,045 and $9,293,737, respectively, specifically due to the reasons discussed
      above.





**Liquidity
      and Capital Resources**





At
      July
      31, 2008, we had a working capital deficit of $1,171,979 compared to a working
      capital deficit of $1,291,778 at April 30, 2008. Current liabilities increased
      to $2,200,426 at July 31, 2008 from $2,026,429 at April 30, 2008. We reduced
      our
      total debt by $169,790 through debt repayments. Cash and cash equivalents
      increased to $526,780 at July 31, 2008 from $228,094 at April 30,
      2007.





Net
      cash
      provided by operating activities totaled $468,771 for the three months ended
      July 31, 2008 compared to net cash used in operating activities of $185,089
      for
      the three months ended July 31, 2007. This increase is due to the prior year
      period not having any revenue producing operations, while the current year
      period includes the two producing oil and gas leases acquired from Prime in
      September 2007. The current year period also included the receipt of an $186,050
      insurance policy premium refund.





Net
      cash
      used in investing activities totaled $295 and $190,306 for the three months
      ended July 31, 2008 and 2007, respectively. This decrease was due to
      management’s election to curtail investing activities while it evaluates future
      opportunities and concentrates on raising additional capital
      resources.





Net
      cash
      used in financing activities totaled $169,790 for the three months ended July
      31, 2008, consisting entirely of principal payments on notes payable. Net cash
      provided by financing activities totaled $138,607 during the three months ended
      July 31, 2007and consisted of $250,000 from the issuance of notes payable offset
      by principal payments on notes payable of $111,393.





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.
      No
      future borrowing or funding sources are available under our existing financing
      arrangements.





We
      plan
      to spend approximately $5 million during the year ending April 30, 2009 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 six months. Our primary efforts in Alaska
      will focus on a regulatory approval to permit an exploratory well in the Cook
      Inlet and exploring opportunities to sell a portion of our Alaskan working
      interests through an outright sale or a joint venture partnership in an effort
      to reduce our risk and financial exposure. We plan to use a similar approach
      to
      develop our Colorado acreage.




We
      may
      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.


14


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.





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.





**Off-Balance
      Sheet Arrangements**





We
      have
      never entered into any off-balance sheet financing arrangements and have not
      formed any special purpose entities. We have not guaranteed any debt or
      commitments of other entities or entered into any options on non-financial
      assets.





**Effects
      of Inflation and Changes in Price**





Our
      revenues, future rate of growth, results of operations, financial condition
      and
      ability to borrow funds or obtain additional capital, as well as the carrying
      value of our properties, are substantially dependent upon prevailing prices
      of
      oil and natural gas. If the price of oil and natural gas increases (decreases),
      there could be a corresponding increase (decrease) in the operating cost that
      we
      are required to bear for operations, as well as an increase (decrease) in
      revenues. Inflation has had a minimal effect on the operating activities of
      the
      Company. ****





**Recently
      Issued Accounting Pronouncements**




In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
      Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) establishes principles and
      requirements to recognize the assets acquired and liabilities assumed in an
      acquisition transaction and determines what information to disclose to investors
      regarding the business combination. SFAS No. 141(R) is effective for business
      combinations for which the acquisition date is on or after the beginning of
      the
      first annual period beginning after December 15, 2008.


15


In
      December 2007, the FASB issued SFAS No. 160, “Non-controlling
      Interests in Consolidated Financial Statement—amendments of ARB No. 51.”
SFAS No. 160 states that accounting and reporting for minority interests
      will be recharacterized as non-controlling interests and classified as a
      component of equity.  The statement also establishes reporting
      requirements that provide sufficient disclosures that clearly identify and
      distinguish between the interests of the parent and the interests of the
      non-controlling owners.  SFAS No. 160 applies to all entities that
      prepare consolidated financial statements, except not-for-profit organizations,
      but will affect only those entities that have an outstanding non-controlling
      interest in one or more subsidiaries or that deconsolidate a subsidiary. 
This statement is effective as of the beginning of an entity’s first fiscal year
      beginning after December 15, 2008. We currently have no subsidiary subject
      to this standard and do not expect a material impact from SFAS No. 160 on our
      consolidated financial statements.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
      and Hedging Activities.” SFAS 161 is intended to improve financial reporting
      about derivative instruments and hedging activities by requiring enhanced
      disclosures to enable investors to better understand their effects on an
      entity’s financial position, financial performance, and cash flows. The
      provisions of SFAS 161 are effective for the fiscal years and interim periods
      beginning after November 15, 2008. We are currently evaluating the impact of
      adopting SFAS 161 on our consolidated financial statement
      disclosures.




On
      May 9,
      2008 the FASB issued FASB Staff Position APB 14-1, “Accounting for Convertible
      Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial
      Cash Settlement).” APB 14-1 requires the issuer to separately account for the
      liability and equity components of convertible debt instruments in a manner
      that
      reflects the issuer’s nonconvertible debt borrowing rate. The guidance will
      result in companies recognizing higher interest expense in the statement of
      operations due to amortization of the discount that results from separating
      the
      liability and equity components. APB 14-1 will be effective for financial
      statements issued for fiscal years beginning after December 15, 2008, and
      interim periods within those fiscal years. We are currently evaluating the
      impact of adopting APB 14-1 on our consolidated financial
      statements.





**ITEM
      3.**  **QUANITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





Not
      applicable.





**ITEM
      4T.**  **CONTROLS
      AND PROCEDURES**





**Evaluation
      of Our Disclosure Controls and Internal Controls**





Under
      the
      supervision and with the participation of our senior management, including
      our
      chief executive officer and chief financial officer, we conducted an evaluation
      of 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 (the “Exchange Act”), as of the end of the
      period covered by this quarterly report (the “Evaluation Date”). Based on this
      evaluation, our chief executive officer and chief financial officer concluded
      as
      of the Evaluation Date that our disclosure controls and procedures were
      effective such that the information relating to us, including our consolidated
      subsidiaries, required to be disclosed in our Securities and Exchange Commission
      (“SEC”) reports (i) is recorded, processed, summarized and reported within the
      time periods specified in SEC rules and forms, and (ii) is accumulated and
      communicated to our management, including our chief executive officer and chief
      financial officer, as appropriate to allow timely decisions regarding required
      disclosure.





Our
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of consolidated financial statements for external purposes of
      accounting principles generally accepted in the United States. Because of its
      inherent limitations, internal control over financial reporting may not prevent
      or detect misstatements. Therefore, even those systems determined to be
      effective can provide only reasonable assurance of achieving their control
      objectives. In evaluating the effectiveness of our internal control over
      financial reporting, our management used the criteria set forth by the Committee
      of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
      Control – Integrated Framework.


16


**Officers’
      Certifications**





Appearing
      as exhibits to this quarterly report are “Certifications” of our Chief Executive
      Officer and Chief Financial Officer. The Certifications are required pursuant
      to
      Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
      Certifications”). This section of the Quarterly Report contains information
      concerning the Controls Evaluation referred to in the Section 302 Certification.
      This information should be read in conjunction with the Section 302
      Certifications for a more complete understanding of the topics
      presented.





**Changes
      in Internal Control Over Financial Reporting**





There
      have been no changes in our internal control over financial reporting that
      occurred during the quarter ended July 31, 2008 that have materially affected
      or
      are reasonably likely to materially affect our internal control over financial
      reporting.





**PART
      II – OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





In
      the
      ordinary course of our business, we may from time to time become subject to
      routine litigation or administrative proceedings which are incidental to our
      business. We are not a party to nor are we aware of any existing, pending or
      threatened lawsuits or other legal actions involving us.





**ITEM
      1A. RISK FACTORS**





Not
      applicable.





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





As
      of
      July 31, 2008 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 them
      for the quarter ended July 31, 2008. 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.





As
      of
      June 30, 2008 we issued 182,193 shares of our common stock to Prime representing
      payment of the stock fee due to Prime for the three-month period ended June
      30,
      2008 under the terms of the December 21, 2007 Consulting Agreement therewith.
      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
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





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





None.





**ITEM
      5. OTHER INFORMATION**





On
      June
      30, 2008 we entered into a twelve-month consulting agreement (the ‘Consulting
      Agreement”) with Prime pursuant to which Prime provides us with bookkeeping,
      accounting, financial reporting and related 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 a quarterly fee in the form of shares of our
      common stock valued at $60,000 payable at the end of each of the quarters ended
      September 30, 2008, December 31, 2008, March 31, 2009 and June 30, 2009. 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 $20,000 for each of the three months comprising
      the quarter. We have granted Prime piggyback registration rights with respect
      to
      these share payments.


17


**ITEM
      6.**  **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




18


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




TRUE NORTH ENERGY CORPORATIONDated:
                September 12, 2008
            By:
            /s/
                John FolnovicJohn
                FolnovicPresident, Chief Executive Officer


19