**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      One)


**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


For
      Fiscal Year Ended: April 30, 2008


OR


**o**
            **TRANSITION
                REPORT UNDER 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 Identification No.)**2 Allen Center, 1200 Smith Street, 16****th**
              **Floor, Houston, TX**
            
            **77002**(Address of principal executive offices)
            
            (Postal Code)





Issuer's
      telephone number: **(713)
      353-3948**





Securities
      registered under Section 12(b) of the Act: **None**


Securities
      registered under Section 12(g) of the Act: **Common
      Stock, par value $0.0001 per share**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  o





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of issuer's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





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





State
      issuer's revenues for its most recent fiscal year: $1,225,735





As
      of
      July 23, 2008, there were 71,016,758 shares of the issuer's common stock, par
      value $0.0001, issued and outstanding. Of these, 36,266,758 shares are held
      by
      non-affiliates of the issuer. The market value of securities held by
      non-affiliates is approximately $6,165,349 based on the closing price of $0.17
      for the issuer's common stock on July 23, 2008.





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





DOCUMENTS
      INCORPORATED BY REFERENCE


If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
      which the document is incorporated: (1) any annual report to security
      holders; (2) any proxy or information statement; and (3) any
      prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933,
      as amended (“Securities Act”).


Not
      Applicable.





**TABLE
      OF CONTENTS**





Item
                Number and Caption
            
            PageForward-Looking
                Statements
            
            2PART
                I
            
            31.
            Description
                Of Business
            
            32.
            Description
                Of Property
            
            83.
            Legal
                Proceedings
            
            304.
            Submission
                Of Matters To A Vote Of Security Holders
            
            30PART
                II
            
            315.
            Market
                For Common Equity, Related Stockholder Matters And Small Business
                Issuer
                Purchases Of Equity Securities
            
            316.
            Plan
                Of Operation
            
            367.
            Financial
                Statements
            
            418.
            Changes
                In And Disagreements With Accountants On Accounting, And Financial
                Disclosure
            
            418A.
            Controls
                And Procedures
            
            438B.
            Other
                Information
            
            44PART
                III
            
            449.
            Directors,
                Executive Officers, Promoters And Control Persons and Corporate
                Governance; Compliance With Section 16(a) Of The Exchange
                Act
            
            4410.
            Executive
                Compensation
            
            4811.
            Security
                Ownership Of Certain Beneficial Owners And Management And Related
                Stockholder Matters
            
            5012.
            Certain
                Relationships And Related Transactions and Director
                Independence
            
            5113.
            Exhibits
            
            5214.
            Principal
                Accountant Fees And Services
            
            60




i


**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 in the sections
      “Description of Business – Risk Factors” and “Plan of Operation.” You
      should carefully review the risks described in this 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-KSB to the “Company,” “True North,” “we,” “us” or
“our” are to True North Energy Corporation. All references to share amounts in
      this Form 10-KSB give retroactive effect to a 5:1 forward stock split that
      was
      effected by the Company on April 18, 2006.


2


**PART
      I**





**ITEM 1.**
            **DESCRIPTION
                OF BUSINESS**





**Company
      Overview**





We
      are
      engaged in the acquisition, exploration, development and production of oil
      and
      gas properties in Alaska, Texas and Colorado. During the year ended April 30,
      2007 we also participated in oil and gas exploration activities in Louisiana.
      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. 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.





Alaska
      Properties





Our
      principal Alaska assets consist of oil and gas leases covering approximately
      35,000 acres in the Cook Inlet (25,000 acres) and Beaufort Sea (“North Slope”)
      (10,000 acres) areas of Alaska, the rights to which we acquired during January
      and May 2006. All of the North Slope and Cook Inlet leases have been registered
      in our name.





Presently,
      we hold a 100% working interest in our Alaska leases but may elect to sell
      a
      portion of our 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. We pay annual rental fees of approximately
      $48,000 on the Cook Inlet leases and approximately $16,000 on the North Slope
      leases.





In
      connection with our acquisition of the Cook Inlet leases we are obligated to
      drill or cause to be drilled, at our expense, on or before November 27, 2010,
      a
      test well to completion or abandonment, on at least one of three designated
      Cook
      Inlet leases, to a bottomhole depth and location at lease sufficient to test
      both the West Foreland and the Hemlock formations. Failure to drill the test
      well during that time period, to completion or abandonment, will result in
      our
      forfeiture of the three designated leases. These designated leases cover
      approximately 17,150 acres. In connection with our acquisition of the North
      Slope leases we are obligated to drill or cause to be drilled, at our expense,
      on or before March 1, 2012, to completion or abandonment, a test well on each
      of
      the four leases comprising our North Slope leases, to a bottom hole depth and
      location of at least 4,000 feet. Our failure to do so with respect to any such
      leases during this time period will result in our forfeiture of the North Slope
      lease or leases to which such failure relates.


3





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
      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 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 was successful. Savant and its
      partners commenced drilling the test well in March 2008 and completed drilling
      in April 2008 upon reaching a depth of 10,686 feet. At such time, Savant decided
      to plug and abandon the test well as it did not result in a commercial discovery
      of crude oil or natural gas reserves. The entire cost, expense, risk of
      drilling, production testing, plugging and abandoning of the test well was
      borne
      by Savant and its drilling partners. Savant has met all of the requirements
      under the Contract. Accordingly, we are in the process of assigning part of
      one
      of our North Slope leases (approximately 90 acres) as contribution acreage
      to
      Savant. We anticipate that the assignment will be completed by the end of 2008.
      We continue to hold a 100% working interest in the remaining acreage
      (approximately 9,910 acres).





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. At the time of acquisition
      and presently, these oil and gas interests had no production. We hold a 100%
      working interest in the leases comprising part of the acquired assets. The
      acquired leases expire in 2016. We continue to refine our development plans
      for
      the area. The purchase price for the interests and properties was approximately
      $1.4 million, together with an overriding royalty of one to three percent based
      on the applicable net revenue interest remaining after the landowner’s royalty
      and existing burdens have been deducted. The purchase price was paid $345,477
      in
      cash and $1,064,000 in shares of our restricted common stock. Pursuant thereto,
      on July 6, 2007 we issued 1,832,769 shares of common stock to the seller. In
      January 2007 we had loaned $180,000 to the seller. Interest, at an annual rate
      of 5%, was due on the loan until paid. The loan, together with all interest
      due
      thereon, was collected in full at the closing of the
      acquisition.


4


Texas
      Properties





On
      August
      31, 2007 our wholly owned subsidiary, ICF Energy Corporation (“ICF“), entered
      into a Purchase and Sale Agreement (the “Agreement”) with Prime Natural
      Resources, Inc., a Texas corporation (“Prime”) pursuant to which, on September
      19, 2007, ICF acquired certain oil and gas properties and related assets (the
      property and assets are hereinafter collectively referred to as the “Prime
      Assets”) located in Brazoria County, Texas from 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
      our restricted common stock valued at approximately $926,000, and the assumption
      of certain liabilities totaling approximately $343,000. The Prime Assets
      included the Devon Fee Unit and the O’Leary Unit No. 1 and covered an aggregate
      of approximately 1,150 acres. The Prime Assets included two producing wells
      with
      an estimated 701,772 Mcfe of proved reserves to the Company as well as three
      additional exploration prospects in the Old Ocean Unit in Brazoria County,
      Texas. Daily production currently approximates 500,000 standard cubic feet
      per
      day of gas and six barrels of oil per day, net to the Company. As discussed
      in
      greater detail below under “Valens Securities Purchase Agreement,” we financed
      the purchase of the Prime Assets through the issuance of an aggregate of
      $3,750,000 in secured promissory notes.





Drilling
      and Exploration Activities





We
      participated in the drilling of five exploratory oil and gas wells in Louisiana
      and Texas during the year ended April 30, 2007. None of these exploratory wells
      resulted in a commercial discovery. We expended approximately $6.3 million
      in
      connection with our participation in such drilling activities. Our working
      interests in these wells ranged from 8.75% to 25.0% and our share of the related
      capital expenditures varied from 11.7% to 33.3%. The five exploratory wells
      consisted of the Frost National Bank Deep Prospect (“McLean #1 Well”) in Live
      Oak County Texas, the Zodiac II prospect in Jefferson Davis and Calcasieu
      Parishes in Louisiana (the “Walker LA Properties Findley #19-1 Well”), the
      Deweyville Prospect (“Hankamer #1 Well”) located in Newton County Texas and
      Calcasieu Parish in Louisiana, and two wells in Pointe Coupee Parish, Louisiana
      that were drilled pursuant to our October 1, 2006 and January 1, 2007
      Development Agreements with BP America Production Company (the “O. Jarreau Heirs
      No. 1 Well” and “A. Major Heirs No. 1 Well”). Other than our participation in
      the Savant well as previously described, we did not participate in exploration
      or drilling activities during the year ended April 30, 2008.





Advisory
      Board





On
      October 5, 2006 we created an advisory board and appointed five persons to
      serve
      thereon. Each advisory board member (an “Advisor”) is independent and has an
      extensive background in oil and gas and/or financial matters including but
      not
      limited to corporate governance, compliance, deal flow, and technical matters
      such as geosciences, drilling, engineering and risk management. The Advisors
      provide us with advice and assistance with strategic business and financial
      matters. Each Advisor devotes a minimum of 30 days annually to the provision
      of
      the advisory services. We have entered into engagement letters with each of
      the
      Advisors. Thereunder, the term of engagement of each Advisor is one year. Each
      Advisor and we have the right to terminate the engagement upon 30 days prior
      written notice. The engagement will be automatically extended for additional
      one
      year periods, if not terminated by us or the Advisor at least 30 days prior
      to
      the applicable anniversary date. Pursuant to the extension provision, the
      engagement of each of our Advisors was extended for an additional one year
      period as of October 5, 2007. In consideration of the services being provided,
      each Advisor is entitled to receive the following:


5





·
            50,000
                shares of our restricted common stock payable at the end of each
                year of
                service;





·
            A
                quarterly fee consisting of 5,000 shares of our restricted common
                stock
                payable within ten days of the end of each fiscal quarter; and





·
            Reimbursement
                of all reasonable and customary out of pocket business expenses incurred
                in the performance of his duties under the letter agreement. Expenses
                in
                excess of $5,000 require prior approval by us.





The
      advisory board consists of James Gouveia, George Lindahl III, J. Lanier Yeates,
      Jeffrey B. Ahbe, and Neville W. Patterson. The background of each Advisor is
      provided below.





*James
      (Jim) Gouveia, P. Eng.*





Mr.
      Gouveia is a Partner in Rose & Associates LLP., a Houston, Texas based firm
      that provides consultancy and training services to exploration and production
      companies in designing, implementing and sustaining risk analysis systems.
      He is
      a lead partner for S.E. Asia and the Russian Federation. Mr. Gouveia is a
      recognized expert in portfolio and project risk management and has 27 years
      of
      experience as a practicing reservoir engineer, commercial analyst, evaluations
      engineer, and multi-disciplinary sub-surface manager. He has provided expert
      guidance to major oil and gas industry clients on the characterization and
      economic analysis of tight gas, heavy oil, international, offshore development
      and coal bed methane unconventional resource. Mr. Gouveia has provided
      independent reserve and chance assessments for exploration prospects in major
      oil and gas basins all over the world. He is an active member of the petroleum
      industry in the major oil and gas centers in North America - Calgary, Denver,
      Houston and New Orleans. Mr. Gouveia is a past Director of Risk Management
      for
      Amoco Energy North America and holds a Bachelor of Applied Science degree in
      Chemical Engineering from the University of Toronto.





*George
      Lindahl III*





Mr.
      Lindahl was a Managing Partner in Sandefer Capital Partners located in Houston,
      Texas from 2002 to 2007. Mr. Lindahl is a past Vice Chairman of Anadarko
      Petroleum and past Chairman and CEO of Union Pacific Resources. He served as
      an
      Executive Vice President of Walker Energy and has over 30 years of oil and
      gas
      industry experience within both technical arenas as a geologist and a
      geophysicist and in executive and managerial roles. Mr. Lindahl currently serves
      as a Board Member of the Houston Museum of Natural Science, the Goodwill of
      Houston, the Foundation Board of US Oncology and the Cynthia Woods Mitchell
      Pavilion. He is currently a Director of EVEP, a public Exploration and
      Production Master Limited Partnership. Mr. Lindahl graduated from the University
      of Alabama with a Bachelor of Science in Geology. He has completed Graduate
      Studies at Tulane University and is a graduate of the Advanced Management
      Program at the Harvard Business School.


6





*J.
      Lanier Yeates*





Mr.
      Yeates is a partner of the Gordon Arata McCollam & Eagan Law Firm resident
      in the Houston office of the firm. He is licensed to practice law in Texas
      and
      Louisiana. His practice is focused on the energy industry. Mr. Yeates has taught
      Louisiana Oil and Gas Law as a member of the Adjunct Faculty of the University
      of Houston Law Center and has served as both a member of the Advisory Council
      of
      the Louisiana Mineral Law Institute and its Chairman for multiple terms. Mr.
      Yeates served as Vice-Chairman of the American Bar Association Energy Policy
      Committee and the Oil & Natural Gas Exploration and Production Committee. He
      has served on the Technical Subcommittee of the AAPL-OCS Committee’s Deepwater
      Offshore Operating Agreement Model Form Subcommittee, which developed a
      deepwater offshore operating agreement that was adopted in 2000 by the AAPL
      as a
      model form. Mr. Yeates was appointed for two terms by Governor George W. Bush
      and served as Vice Chairman of the Spindletop Centennial Celebration Commission
      and planned the 100th anniversary celebration of the discovery of the Lucas
      Gusher in the Spindletop Field.





Mr.
      Yeates currently serves as Chairman of the Board of Directors of the LSU
      Foundation and Chairman of Campanile Charities, Inc. He is a past President
      of
      the LSU Law Alumni Association. His memberships include the United States
      Supreme Court Bar Association, the State Bar of Texas, and the College of the
      State Bar of Texas, the Pro-Bono College of the State Bar of Texas, the
      Louisiana State Bar Association, the American Bar Association, the Houston
      Bar
      Association, and the American Law Institute. Mr. Yeates is a graduate of the
      Louisiana State University Law School where he served as Associate Editor of
      the
      Louisiana Law Review and was graduated Order of the Coif. Mr. Yeates has
      published numerous articles and other publications and has been a frequent
      speaker on subjects of importance to the energy industry. In 2004, he published
      his first novel, Bay of One Hundred Fires.





*Jeffrey
      B. Ahbe*





Mr.
      Ahbe
      is the President of Ahbe Capital Investment Group Inc., located in Denver,
      Colorado and is a co-founder of PMT Energy LLC. Mr. Ahbe’s oil and gas career
      spans over 23 years. He has served as an Executive Vice President of Union
      Pacific Resources Canada and held numerous executive positions with that company
      including General Manager of North America operating divisions. While at Union
      Pacific, Mr. Ahbe was a key member of the team that completed the acquisition
      of
      Norcen Canada and the merger between Union Pacific Resources and Anadarko
      Petroleum. Mr. Ahbe has worked extensively over the years with the financial
      and
      investment banking communities and has worked with corporate and regulatory
      leaders in the United States, Canada and overseas. Mr. Ahbe is currently a
      member of the board of Eastern Platinum Limited (trading on Toronto and London
      exchanges), Barplats Investments Limited (trading on the Johannesburg Stock
      Exchange), and is a director and principal of several privately held companies,
      including First Platinum Inc. Pty. (S.A.), SRH LLC, Montana Eagle LLC, and
      Hat
      Tricks Inc. Mr. Ahbe has served as a past director of the Colorado Oil and
      Gas
      Association. He received both his Bachelors and Masters of Sciences Degrees
      from
      Purdue University and has completed the Executive Program in Business at
      Northwestern University’s Kellogg Business School.


7




*Neville
      W. Patterson*





Mr.
      Patterson is the President and Founder of W. A. Fritze (North America) Inc.,
      a
      privately held international bulk wine and spirits-alcohol trading company.
      The
      company’s business activities and focus is the procurement, sale and ocean
      shipment of bulk alcohol products between suppliers and purchasers located
      in
      North America, Europe, South Africa and South America.





Mr.
      Patterson graduated as an accountant in Cape Town, South Africa and possesses
      30
      plus years of international corporate and entrepreneurial experience spanning
      four continents. Previously he served in various senior corporate finance and
      treasury positions while in the employ of Mobil Oil, Turbo Resources, Unilever
      and Wiggins Teape (formerly a subsidiary of British America Tobacco). During
      his
      career he has developed an extensive specialized knowledge of certain offshore
      financial and commodity markets and has been involved in advising and
      facilitating business strategies and in the development of new markets for
      those
      companies wishing to expand into markets where he is already
      established.





Note
      Financing





Effective
      March 30, 2007 we issued and sold a $500,000 Convertible Promissory Note (the
      “Note”) to a single investor (the “Noteholder”) respecting a loan of which we
      received $250,000 during April 2007 and the remaining $250,000 during May 2007.
      The Note bore interest at the rate of 8% per annum. Subject to prior conversion
      or acceleration, the principal balance of the Note was due in a single payment
      on March 30, 2010. Interest was payable semi-annually with the first such
      interest payment due on October 1, 2007. In the event we completed an offering
      (the “Offering”) of $10 million or more of equity or debt securities within 90
      days of the date of the Note (the “Offering Completion Date”), the Note,
      including any accrued and unpaid interest, was to be automatically converted
      into like shares or securities issued by us in the Offering on the same terms
      that such like shares or securities were purchased by subscribers in the
      Offering. The amount of like shares or securities so issued was to be based
      on
      the amount of principal and interest converted.





In
      the
      event an Offering was not completed by the Offering Completion Date, which
      was
      the case, we became obligated to issue common stock purchase warrants (the
      “Warrants”) to the Noteholder. The Warrants were to be exercisable for a period
      of three years commencing on the date of issuance of the Warrants. The number
      of
      shares of our common stock issuable upon exercise of the Warrants and the
      exercise price was to be calculated based upon the average closing price of
      our
      common stock for the 20 business days preceding the date of the Note (the
“Average Price”). The number of shares that the Noteholder was to be entitled to
      purchase upon exercise of the Warrants was to be calculated by dividing the
      principal amount of the Note by the Average Price. Fractional shares resulting
      from the calculation were to be rounded up to the next whole share. The exercise
      price of the Warrants was to be equal to 140% of the Average
      Price.


8





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





Pursuant
      to the terms of the April 10, 2007 Replacement Note, on August 30, 2007 we
      issued 182,249 common stock purchase warrants to the holder, each exercisable
      for the purchase of one share of our common stock for a period of 3 years from
      issuance at a price of $1.92 per share. Pursuant to the terms of the May 10,
      2007 Replacement Note, on August 30, 2007 we issued 298,330 common stock
      purchase warrants to the holder, each exercisable for the purchase of one share
      of our common stock for a period of 3 years from issuance at a price of $1.17
      per share. In connection with the Valens financing discussed below, the holder
      of the Replacement Notes entered into a subordination agreement in which it
      agreed to take a junior position to that of the Valens entities.





August
      2007 Bridge Financing





On
      August
      23, 2007 we received an aggregate of $250,000 in loan proceeds from two persons
      (the “Lenders”) and issued to each of the Lenders a secured promissory note in
      the principal amount of $125,000 (each a “Note” and collectively the “Notes”).
      Each Note bore interest at the rate of 12% per annum. Subject to earlier
      payment, at our option, interest on the unpaid principal amount of each Note
      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 asset acquisition we had entered into with Prime. If all interest
      and principal due on the Note was not paid on or before November 19, 2007 the
      interest rate was to be increased to 24% per annum from November 19, 2007 until
      the Note was repaid in full.





Until
      paid in full, each Note was secured by 1,250,000 shares of our restricted common
      stock (the “Stock”) standing in the name of Massimiliano Pozzoni or John
      Folnovic. In connection therewith, we made, executed, acknowledged, delivered
      and filed such documents and instruments, including without limitation a
      financing statement on Form UCC-1, as was reasonably necessary, to effect
      complete, or perfect the security interest of the Lenders in the Stock. Pursuant
      to the Notes we issued 50,000 shares (the “Shares”) of our restricted common
      stock to and in the name of each Lender. At the loan closings, we paid each
      Lender a cash fee of $3,750 to reimburse them for the costs and expenses
      incurred by them in connection with the loan transaction. We further agreed
      to
      pay the reasonable fees and disbursements of their respective legal counsels
      in
      connection with the enforcement of their rights under the Notes. On September
      19, 2007 the Notes were repaid in full from proceeds received pursuant to the
      Valens Securities Purchase Agreement discussed below.


9




Valens
      Securities Purchase Agreement





On
      September 18, 2007 we and our wholly-owned subsidiary ICF entered into a
      Securities Purchase Agreement (the “Securities Purchase Agreement”) with Valens
      U.S. SPV I, LLC (“Valens US”), a Delaware limited liability company in its
      capacity as Agent and with Valens US and Valens Offshore SPV II, Corp. in their
      capacities as purchasers (the “Purchasers”). Pursuant to the Securities Purchase
      Agreement, we and ICF sold secured term notes (the “Secured Notes”) to the
      Purchasers in the aggregate principal amount of $3,750,000, following which
      the
      Purchasers became our and ICF's senior secured lenders. At closing, on September
      19, 2007, we utilized approximately $2,260,000 of the Secured Notes proceeds
      to
      pay Prime the balance of the cash component of the purchase price due to Prime
      under the Prime Purchase Agreement entered into on August 31, 2007. On September
      19, 2007, we also issued 1,928,375 shares of our common stock to Prime
      representing payment of the stock component of the purchase due to Prime under
      the Prime Purchase Agreement.





The
      cash
      and stock payments allowed us to complete ICF’s acquisition of certain oil and
      gas assets of Prime including two producing wells with an estimated 701,772
      Mcfe
      of proved reserves, net to the Company. All revenues from these producing assets
      and all other assets owned by ICF are required to flow through a controlled
      lockbox account to insure that part of such revenues will be used to repay
      the
      obligations under the Secured Notes. In the event of a default by us or ICF
      under the Securities Purchase Agreement, the Secured Notes or any related
      agreements, the Purchasers will have the right to block the account until the
      default is remedied. Repayment of the Secured Notes and satisfaction of our
      and
      ICF’s other obligations under the Securities Purchase Agreement and related
      agreements has been secured by the grant of liens and other security interests
      on all of our and ICF’s principal assets. To further secure the debt, we have
      pledged our ICF shares to the Purchasers.





In
      addition to the foregoing, pursuant to the Securities Purchase Agreement and
      related agreements:





·
            we
                issued common stock purchase warrants to the Purchasers to purchase
                up to
                an aggregate of 1,953,126 shares of our common stock (the “Company
                Warrants”);





·
            ICF
                issued common stock purchase warrants to the Purchasers to purchase
                up to
                an aggregate of 1,000 shares of common stock of ICF (the “ICF Warrants”);





·
            ICF
                issued to the Purchasers an aggregate 5% overriding royalty interest
                in
                the oil and gas properties of ICF which reduces to an aggregate 3%
                overriding royalty interest upon the payment in full of the Secured
                Notes;





·
            we
                and ICF paid to the Purchasers and/or Valens Capital Management,
                LLC, the
                investment manager for the Purchasers an aggregate of approximately
                $336,000 consisting of transaction fees, advance prepayment discount
                deposits, due diligence fees and the reimbursement of expenses (including
                legal fees and expenses) incurred by the Purchasers in connection
                with the
                entering into of the Securities Purchase Agreement and related agreements;


10





·
            we
                and ICF agreed to negative covenants customary for transactions of
                this
                type;





·
            we
                and ICF granted registration rights to the Purchasers with respect
                to the
                shares underlying the Company and ICF warrants;





·
            we
                and ICF granted the Purchasers a right of first refusal to provide
                additional financing sought by us, ICF, or our respective subsidiaries,
                if
                any, until such time as all obligations of ours and ICF to the Purchasers
                have been paid in full excluding financing for the proposed Powder
                River
                Transaction, as hereinafter
                defined;





·
            we
                and ICF entered into an agreement with the Purchasers to negotiate
                the
                terms of a shareholders’ agreement between the Purchasers and the then
                shareholders of ICF at such time, if ever, that the Purchasers exercise
                the ICF warrants, such shareholders agreement to require ICF to seek
                the
                written approval of the Purchasers before taking certain actions;





·
            EH&P
                Investments AG (“EH&P”), the holder of an aggregate of $500,000 of our
                promissory notes entered into a subordination agreement with Valens
                US, in
                its capacity as agent for the Purchasers in which EH&P agreed to take
                a junior position to that of the Purchasers;





·
            we
                utilized approximately $252,384 of the net proceeds from the Secured
                Notes
                to pay off our August 23, 2007 secured promissory notes in the aggregate
                principal amount $250,000;





·
            we
                and ICF entered into a Collateral Assignment with Valens US, in its
                capacity as agent for the Purchasers, whereby we and ICF assigned
                to
                Valens US for the ratable benefit of Valens US and the Purchasers
                all of
                our rights, but not the obligations, under the Prime Purchase Agreement
                and related agreements;





·
            we
                and ICF entered into a Master Security Agreement, dated September
                18, 2007
                whereby we assigned and granted to Valens US, as Agent, for the ratable
                benefit of the Purchasers, a security interest in certain property
                now
                owned or at any time thereafter acquired by us or ICF, or in which
                we or
                ICF have or at any time in the future may acquire any right, title,
                or
                interest;





·
            we
                paid $192,000, agreed to issue 300,000 common stock purchase warrants
                with
                an exercise price of $0.48 per share and granted piggyback registration
                rights with respect to the shares underlying the warrants to a financial
                advisor as a finder’s fee; and





·
            we
                and ICF executed a post closing letter dated as of September 18,
                2007 with
                Valens US, in its capacity as Agent for the Purchasers, in which
                Valens US
                agreed to allow us to satisfy certain requirements under the Securities
                Purchase Agreement on a post closing basis, the failure of which
                to
                achieve within the applicable time limits contained therein constitutes
                an
                event of default under the Securities Purchase Agreement and related
                agreements.


11





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 payable monthly in arrears. Amortizing payments of principal are also
      due
      monthly. Commencing October 1, 2007 and on the first business day of such
      succeeding month thereafter through and including the Maturity Date (each an
      “Amortization Date”) we and ICF are required, jointly and severally, to make
      monthly payments to the Purchasers in an amount equal to the monthly
      Amortization Amount (which includes any accrued and unpaid interest on such
      portion of the principal amount) plus any and all other unpaid amount which
      are
      then owing under the Notes, the Purchase Agreement and/or any related
      agreements. For each Amortization Date during the period ending on September
      18,
      2008, Amortization Amount means an amount equal to the greater of (i) $100,000
      and (ii) sixty percent (60%) of the net revenue (the “Net Revenue Amount”)
      relating to all oil and gas properties of ICF (collectively, the Oil and Gas
      Properties”) for the calendar month immediately preceding the applicable
      Amortization Date and (b) for each Amortization Date thereafter, an amount
      equal
      to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue
      Amount relating to the Oil and Gas Properties for the calendar month immediately
      preceding the applicable Amortization Date, provided, however, such percentage
      will increase to one hundred percent (100%) upon the occurrence and during
      the
      continuance of an event of default.





The
      Company Warrants are exercisable at any time during the five year period ending
      September 18, 2012 at an exercise price equal to the lesser of (i) $0.48 per
      share or, (ii) if the transactions contemplated by a purchase and sale agreement
      involving oil and gas assets and properties in Wyoming’s Powder River Basin (the
“Powder River Transaction”) being negotiated between us and Angel LLC, CN Energy
      LLC, Swanson Energy Company, LLC, Fuel Exploration, LLC, MHBR Energy LLC, and
      Rocky Mountain Rig LLC (collectively the “Sellers”) had
      been consummated, a price equal to the then fully diluted price per share
      of the Company common stock issued by us to the Sellers in connection with
      such
      purchase and sale agreement. The Company Warrants contain customary adjustment
      provisions for events affecting the Company and its common stock. The Powder
      River Transaction was not consummated because we were unable to raise the funds
      necessary to consummate that acquisition.





The
      ICF
      Warrants were only exercisable in the event the Powder River Transaction was
      not
      consummated on or before January 18, 2008. As that did not happen, the ICF
      Warrants are presently exercisable. The exercise price of the ICF Warrants
      is
      $0.01 per share. The ICF Warrants contain a cashless exercise provision and
      customary adjustment provisions for events affecting ICF and its common stock.
      The Purchasers have been granted registration rights with respect to the ICF
      Warrants.





On
      March
      31, 2008 the Purchasers made an additional advance to us in the aggregate amount
      of $425,000. The September 18, 2007 and March 31, 2008 advances are now
      evidenced by March 31, 2008 Amended and Restated Notes in the aggregate
      principal amount of $3,931,883. In consideration of the March 31, 2008 advance
      we paid certain fees and expenses aggregating to approximately $34,370 to the
      Purchasers and affiliated parties and issued an aggregate of 1,739,130 shares
      of
      our restricted common stock (the “Shares”) to the Purchasers. In connection
      therewith, we entered into a March 31, 2008 Registration Rights Agreement with
      the Purchasers pursuant to which we granted the Purchasers demand registration
      rights with respect to the Shares.


12





The
      demand registration rights are exercisable in the event the Purchasers determine
      that they are unable to sell all of the Shares pursuant to Rule 144 under the
      Securities Act of 1933, as amended. Upon receipt of a demand notice from the
      Purchasers, we are required to file a registration statement covering the resale
      of the Shares no more than 30 days thereafter and to have the registration
      statement declared effective no later than 30 days following the filing date
      in
      the event the SEC determines not to review the registration statement or 90
      days
      following the filing date if the SEC determines to review the registration
      statement. Notwithstanding the foregoing, we shall have 120 days following
      the
      filing date to have the registration statement declared effective if the SEC
      issues more than two comment letters on the registration statement. Our failure
      to file the registration statement on time, have it declared effective on time,
      or maintain its effectiveness, will result in our having to pay liquidated
      damages to the Purchasers in an amount equal to $4,250 for each 30 days period
      (prorated for partial periods) that we are in default subject to a maximum
      cap
      of $42,500. We are not obligated to effect more than two demand registrations
      under the Registration Rights Agreement.





Prime
      Consulting Agreements





On
      December 21, 2007 we entered into a nine-month consulting agreement (the
‘Consulting Agreement”) with 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 paid Prime a monthly
      cash fee of $5,000 and also paid 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 the payment of expense
      reimbursement to Prime. 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. On June 19, 2008 we
      issued 176,179 shares to Prime constituting payment of the stock fee due to
      Prime under the Consulting Agreement for the three months ended March 31, 2008.
      A total of 182,193 shares are payable to Prime, but have not yet been issued,
      relative to payment of the stock fee due Prime under the Consulting Agreement
      for the three months ended June 30, 2008.





On
      June
      30, 2008 we entered into a twelve month consulting agreement with Prime which
      is
      identical, in all material respects, to the December 21, 2007 Consulting
      Agreement, except that it has a twelve-month term and provides for a quarterly
      stock fee valued at $60,000.


13





Charter
      Amendment to Increase Authorized Capital





By
      written consents dated May 4, 2007 our board of directors and our stockholders
      holding 34,750,000 (approximately 53.7%) of our outstanding common shares on
      May
      4, 2007 authorized us to amend our Articles of Incorporation to increase our
      authorized capital stock from 120 million shares consisting of 100 million
      shares of common stock, $0.0001 par value and 20 million shares of preferred
      stock, $0.0001 par value to 270 million shares, consisting of 250 million shares
      of common stock, $0.0001 par value and 20 million shares of preferred stock,
      $0.0001 par value. The amendment required the affirmative vote of a majority
      of
      the outstanding shares of common stock entitled to vote thereon. There were
      no
      dissenters’ rights applicable to the amendment. Our stockholders were provided
      with notice of the proposed amendment. We filed the Certificate of Amendment
      to
      our Articles of Incorporation on October 9, 2007.





**Principal
      Products and Services**





We
      have
      limited oil and gas producing properties. We need to raise a significant amount
      of capital to pay for our planned exploration and development activities. If
      we
      cannot raise the capital we require or find partners that can fund our required
      expenditures, we will not be able to drill and our business will fail. Even
      assuming that we obtain the financing we require, if we do not discover and
      produce additional commercial quantities of oil and natural gas, we will have
      minimal products or services to offer and our business could fail.





**Competitive
      Business Conditions**





The
      oil
      and natural gas industry is highly competitive. We compete with private and
      public companies in all facets of the oil and natural gas business. Numerous
      independent oil and gas companies, oil and gas syndicators, and major oil and
      gas companies actively seek out and bid for oil and gas prospects and properties
      as well as for the services of third-party providers, such as drilling
      companies, upon which we rely. Many of these companies not only explore for,
      produce and market oil and natural gas, but also carry out refining operations
      and market the resultant products worldwide. Most of our competitors have longer
      operating histories and substantially greater financial and other resources
      than
      we do.





Competitive
      conditions may be affected by various forms of energy legislation and/or
      regulation considered from time to time by the government of the United States
      and other countries, as well as factors that we cannot control, including
      international political conditions, overall levels of supply and demand for
      oil
      and gas, and the markets for synthetic fuels and alternative energy
      sources.





In
      an
      effort to achieve operating efficiency, we intend to rely on independent
      contractors to assist in conducting our operations including the provision
      of
      technical, geological, geophysical and financial reports on our leased
      properties. Because of current high-energy prices, lead times necessary to
      acquire drilling rigs or the services of independent contractors in the industry
      are high. As a result, we may not be able to compete successfully and
      competitive pressures may adversely affect our business, results of operations
      and financial condition.


14





**Patents,
      Trademarks and Licenses**





We
      do not
      own any patents, trademarks, copyrights or other forms of intellectual
      property.





**Need
      for Governmental Approval and the Effects of Regulations**





We
      presently are subject to various laws and regulations of the United States,
      as
      well as the states and municipalities in which we operate that govern the
      exploration, development and production of oil and natural gas. The Alaska
      Department of Natural Resources - Division of Oil and Gas and the Alaska Oil
      and
      Gas Conservation Commission determine most of the procedures and regulations
      that concern oil and gas exploration and production activities in Alaska. The
      Railroad Commission of Texas - Oil and Gas Division determines most of the
      procedures and regulations that concern oil and gas exploration and production
      activities in Texas. The Colorado Oil and Gas Conservation Commission determines
      most of the procedures and regulations that concern oil and gas exploration
      and
      production activities in Colorado. We also are subject to, or will be subject
      to, regulation by, among others, the Alaska Department of Commerce, Community
      and Economic Development; the Alaska Department of Fish and Game; the U.S.
      Environmental Protection Agency; the U.S. Fish and Wildlife Service; and the
      U.S. Department of the Interior Bureau of Land Management. We will have to
      abide
      by and follow the procedures established by the above agencies. These procedures
      are generally designed to prevent pollution, to provide funds or procedures
      for
      cleaning up air pollution that cannot be prevented, and generally to protect
      land, water, air, flora and fauna from unnecessary or undue damage or
      disturbance.





**Research
      and Development**





We
      have
      not performed any research and development since our inception.





**Employees**





John
      Folnovic serves as our President and Chief Executive Officer. Massimiliano
      Pozzoni, our largest shareholder, serves as our Secretary, Treasurer and
      Principal Financial Officer.





We
      have
      used a number of independent contractors on an as-needed basis to conduct our
      operating activities and expect to continue to do so. Our management team will
      select and hire these independent contractors and manage and evaluate their
      work
      performance. We intend to use various independent contractors to provide
      technical, geological, geophysical and financial reports on our properties.





We
      are
      not subject to any collective bargaining agreements. We believe that our
      relationships with our employee and independent contractors are
      satisfactory.


15


**Our
      Business Strategy**





For
      a
      description of our business strategy, see “Plan of Operation - Business
      Strategy.”





**Risk
      Factors**





In
      addition to the other information set forth elsewhere in this Form 10-KSB,
      you
      should carefully consider the following risk factors when evaluating us. The
      trading price of our shares will be affected by the performance of our business
      relative to, among other things, competition, market conditions and general
      economic and industry conditions. The value of our shares may decrease,
      resulting in a loss. The risk factors listed below are not all
      inclusive.





**RISKS
      RELATED TO OUR COMPANY**





***We
      have a history of operating losses which may
      continue.***





We
      have a
      history of losses and may continue to incur operating and net losses for the
      foreseeable future. We incurred net losses of $11,783,731 and $9,069,110 during
      the years ended April 30, 2008 and 2007, respectively. As of April 30, 2008,
      our
      accumulated deficit was $21,005,787. We have not achieved profitability on
      a
      quarterly or on an annual basis. We may not be able to reach a level of revenue
      to achieve profitability. Our gross revenues for the years ended April 30,
      2008
      and 2007 were $1,225,735 and $0, respectively. If our revenues grow more slowly
      than anticipated or if our operating expenses exceed expectations, then we
      may
      not be able to achieve profitability in the near future or at all, which may
      depress the price for our common stock.




***Our
      auditors have indicated that our inability to generate sufficient revenue raises
      substantial doubt as to our ability to continue as a going
      concern.***





Our
      audited financial statements for the year ended April 30, 2008 were prepared
      on
      a going concern basis in accordance with United States generally accounting
      principles. The going concern basis of presentation assumes that we will
      continue in operation for the foreseeable future and will be able to realize
      our
      assets and discharge our liabilities and commitments in the normal course of
      business. However, our auditors have indicated that our minimal revenues and
      significant accumulated losses since February 1, 2006 (inception of exploration
      stage) raise substantial doubt as to our ability to continue as a going concern.
      In the absence of additional financing or significant revenues and profits,
      we
      may have to curtail or cease operations. However, we cannot guarantee that
      will
      be able to obtain sufficient additional funds when needed, or that such funds,
      if available, will be obtainable on terms satisfactory to us. In the event
      that
      these plans cannot be effectively realized, there can be no assurance that
      we
      will be able to continue as a going concern.





***Negative
      covenants in the Securities Purchase Agreement governing our September 2007
      secured term notes limit, among other things, our ability to incur debt, pay
      dividends, raise additional capital, create liens on our properties and issue
      equity securities with registration rights, which may impair our ability to
      pursue our objectives.***


16


The
      September 18, 2007 Securities Purchase Agreement governing our September 18,
      2007 secured term notes contains various negative covenants that limit, among
      other things, our ability to incur debt, pay dividends, raise additional
      capital, create liens on our properties and issue equity securities with
      registration rights without the prior consent of the agent for our September
      18,
      2007 note holders. These negative covenants may impair our ability to pursue
      our
      business objectives. Any failure to comply with these covenants may constitute
      a
      breach under the September 18, 2007 Securities Purchase Agreement governing
      our
      September 18, 2007 notes that provides the holders of the September 18, 2007
      notes with the right to require us to purchase all or any part of the then
      outstanding principal amount of the September 2007 notes. We may not have
      sufficient funds to purchase the September 18, 2007 notes upon such a
      breach.




***Rules
      issued under the Sarbanes-Oxley Act of 2002 may make it difficult for us to
      retain or attract qualified officers and directors, which could adversely affect
      the management of our business and our ability to obtain or retain listing
      of
      our common stock.***





We
      may be
      unable to attract and retain those qualified officers, directors and members
      of
      board committees required to provide for our effective management because of
      rules and regulations that govern publicly held companies, including, but not
      limited to, certifications by principal executive officers. The enactment of
      the
      Sarbanes-Oxley Act has resulted in the issuance of rules and regulations and
      the
      strengthening of existing rules and regulations by the SEC, as well as the
      adoption of new and more stringent rules by the stock exchanges and NASDAQ.
      The
      perceived increased personal risk associated with these recent changes may
      deter
      qualified individuals from accepting roles as directors and executive
      officers.





Further,
      some of these recent changes heighten the requirements for board or committee
      membership, particularly with respect to an individual’s independence from the
      corporation and level of experience in finance and accounting matters. We may
      have difficulty attracting and retaining directors with the requisite
      qualifications. If we are unable to attract and retain qualified officers and
      directors, the management of our business and our ability to obtain or retain
      listing of our shares of common stock on any stock exchange or NASDAQ (assuming
      we elect to seek and are successful in obtaining such listing) could be
      adversely affected.




***If
      we fail to maintain an effective system of disclosure and internal controls,
      we
      may not be able to accurately report our financial results or detect fraud.
      Consequently, investors could lose confidence in our financial reporting and
      this may decrease the trading price of our stock.***




We
      must
      maintain effective disclosure and internal controls to provide reliable
      financial reports and detect fraud. Based on our evaluation as of April 30,
      2008, we concluded that we do maintain effective disclosure controls and
      procedures. Failure to implement changes to our controls that we may identify
      in
      the future as necessary to maintain an effective system of such controls could
      harm our operating results and cause investors to lose confidence in our
      reported financial information. Any such loss of confidence would have a
      negative effect on the trading price of our stock.


17


***We
      have a limited operating history in the oil and gas business. Accordingly,
      you
      will have little basis upon which to evaluate our ability to achieve our
      business objectives.***





We
      have
      been an oil and gas company since February 1, 2006 and have minimal oil and
      gas
      operations and revenues. As an oil and gas exploration and development company
      with a limited operating history, properties and related assets, it is difficult
      for potential investors to evaluate our business. Our operations are therefore
      subject to all of the risks inherent in the establishment of a new business
      enterprise and must be considered in light of the expenses, difficulties,
      complications and delays frequently encountered in connection with the formation
      of any new business, as well as those risks that are specific to the oil and
      gas
      industry. Investors should evaluate us in light of the delays, expenses,
      problems and uncertainties frequently encountered by companies developing
      markets for new products, services and technologies. We may never overcome
      these
      obstacles.





***Strategic
      relationships upon which we may rely are subject to change, which may diminish
      our ability to conduct our operations.***





Our
      ability to successfully acquire oil and gas businesses and properties, to
      discover reserves, to participate in extraction opportunities, and to identify
      and enter into commercial arrangements with customers will depend on our
      developing and maintaining close working relationships with industry
      participants and on our ability to select and evaluate suitable businesses
      and
      properties and consummate transactions in a highly competitive environment.
      These realities are subject to change and may impair our ability to
      grow.





To
      develop our business, we will endeavor to use the business relationships of
      our
      management to enter into strategic relationships, which may take the form of
      joint ventures with private parties and contractual arrangements with other
      oil
      and gas companies, including those that supply equipment and other resources
      that we expect to use in our business. We may not be able to establish these
      strategic relationships, or if established, we may not be able to maintain
      them.
      In addition, the dynamics of our relationships with strategic partners may
      require us to incur expenses or undertake activities we would not otherwise
      be
      inclined to in order to fulfill our obligations to these partners or maintain
      our relationships. If our strategic relationships are not established or
      maintained, our business prospects may be limited, which could diminish our
      ability to conduct our operations.





***Competition
      in obtaining rights to acquire and develop oil and gas reserves and to market
      our production may impair our business.***





The
      oil
      and gas industry is highly competitive. Other oil and gas companies may seek
      to
      acquire property leases and other properties and services that we also seek
      to
      acquire. This competition has become increasingly intense as the price of oil
      and gas on the commodities markets has risen in recent years. Additionally,
      other companies engaged in our line of business may compete with us from time
      to
      time in obtaining capital from investors. Competitors include larger companies,
      which, in particular, may have access to greater resources, may be more
      successful in the recruitment and retention of qualified employees, and may
      conduct their own refining and petroleum marketing operations. The breadth
      and
      scope of these companies may provide them with a competitive advantage over
      us.
      In addition, actual or potential competitors may be strengthened through the
      acquisition of additional assets and interests. If we are unable to compete
      effectively or adequately respond to competitive pressures, this inability
      may
      materially adversely affect our results of operation and financial
      condition.


18


The
      natural resource industry is highly competitive in all aspects, including the
      distribution and marketing of petroleum products. The oil and gas industry
      competes with other industries in the supply of energy, fuel, and related
      products to consumers. Development of new projects or expansion of existing
      operations could materially increase the supply of oil and gas in the
      marketplace. Depending upon the levels of future demand, increased supplies
      could negatively impact the prices obtained for oil and gas.





***We
      may be unable to obtain additional capital that we will require to implement
      our
      business plan, which would restrict our ability to
      grow.***





We
      have a
      limited amount of working capital that will not be sufficient to fully fund
      our
      planned operations including participation in an increasing number of
      development and exploration projects. We will require additional capital to
      continue to operate our business beyond the initial phase and to expand our
      operations. We may be unable to obtain the additional capital required.





Future
      acquisitions, development, production and marketing activities, as well as
      our
      administrative requirements (such as salaries, insurance expenses and general
      overhead expenses, as well as legal compliance and accounting expenses) will
      require a substantial amount of additional capital and cash flow. We may not
      be
      successful in locating suitable financing transactions in the time period
      required or at all, and we may not be able to obtain the capital we require
      by
      other means. If we do not succeed in raising additional capital, we may be
      unable to fund our operations going forward.





Our
      ability to obtain needed financing may be impaired by such factors as the
      capital markets (both generally and in the oil and gas industry in particular),
      our status as a relatively new enterprise without a demonstrated operating
      history, the location of our oil and gas properties, the price of oil and gas
      on
      the commodities markets (which will impact the amount of asset-based financing
      available to us), or the retention or loss of key management. Further, if oil
      and gas prices on the commodities markets decrease, then our revenues will
      likely decrease, and such decreased revenues may increase our requirements
      for
      capital. If the amount of capital we are able to raise from financing activities
      is not sufficient to satisfy our capital needs, we may be required to curtail
      or
      cease our operations. Further, we may be forced to sell certain of our assets
      in
      an untimely fashion or on less than favorable terms.





We
      may
      incur substantial costs in pursuing future capital financing, including
      investment banking fees, legal fees, accounting fees, securities law compliance
      fees, printing and distribution expenses and other costs. We also may be
      required to recognize non-cash expenses in connection with certain securities
      we
      may issue, such as convertible notes and warrants, which may adversely impact
      our financial condition.


19





***We
      may not be able to effectively expand operations or manage our growth, which
      may
      harm our profitability.***





Our
      strategy envisions expanding our business. If we fail to effectively manage
      our
      growth, our financial results could be adversely affected. Growth may place
      a
      strain on our management systems and resources. We must continue to refine
      and
      expand our business development capabilities, our systems and processes, and
      our
      access to financing sources. As we grow, we must continue to hire, train,
      supervise and manage new employees. We cannot assure you that we will be able
      to:





·
            meet
                our capital needs;





·
            expand
                our systems effectively or efficiently or in a timely manner;





·
            allocate
                our human resources optimally;





·
            identify
                and hire qualified employees or retain valued employees; or





·
            incorporate
                effectively the components of any business that we may acquire in
                our
                effort to achieve growth.





If
      we are
      unable to manage our growth, our operations and our financial results could
      be
      adversely affected by inefficiency, which could diminish our profitability.





***Our
      business may suffer if we do not attract and retain talented
      personnel.***





Our
      success will depend in large measure on the abilities, expertise, judgment,
      discretion, integrity and good faith of our management and other personnel
      in
      conducting our intended business. We presently have a small management team
      that
      we intend to expand in conjunction with our planned operations and growth.
      The
      loss of a key individual or our inability to attract suitably qualified staff
      could materially adversely impact our business. We presently do not maintain
      “key man” life insurance on any member of our management team.





Our
      success depends on the ability of our management and employees to interpret
      market and geological data correctly and to interpret and respond to economic,
      market and other conditions in order to locate and adopt appropriate investment
      opportunities, monitor such investments, and ultimately, if required, to
      successfully divest such investments. Further, no assurance can be given that
      our key personnel will continue their association or employment with us or
      that
      replacement personnel with comparable skills can be found. We have sought to
      and
      will continue to ensure that management and any key employees are appropriately
      compensated; however, their services cannot be guaranteed. If we are unable
      to
      attract and retain key personnel, our business may be adversely affected.


20


**RISKS
      RELATED TO OUR INDUSTRY**





***Losses
      and liabilities arising from uninsured or under-insured hazards could have
      a
      material adverse effect on our business.***





Our
      operations are subject to the customary hazards of recovering, transporting
      and
      processing hydrocarbons such as fires, explosions and gaseous leaks, and
      migration of harmful substances, blowouts and oil spills. A casualty occurrence
      might result in the loss of equipment or life, as well as injury, property
      damage or other liability. It cannot be assured that our insurance will be
      sufficient to cover any such casualty occurrences or disruptions. Our operations
      could be interrupted by natural disasters or other events beyond our control.
      Losses and liabilities arising from uninsured or under-insured events could
      have
      a material adverse effect on our business, financial condition and results
      of
      operations.





***Amendments
      to current laws and regulations governing our operations could have a material
      adverse impact on our business.***





Our
      business is subject to substantial regulation under local and federal laws
      relating to the exploration for, and the development, upgrading, marketing,
      pricing, taxation and transportation of oil, gas and related products and other
      matters. Amendments to current laws and regulations governing operations and
      activities of oil and gas operations could have a material adverse impact on
      our
      proposed business. In addition, there can be no assurance that income tax laws,
      royalty regulations and government incentive programs related to the oil and
      gas
      industry generally, will not be changed in a manner which may adversely affect
      us and cause delays, inability to complete, or abandonment of
      properties.





Permits,
      leases, licenses and approvals are required from a variety of regulatory
      authorities at various stages of exploration and extraction. There can be no
      assurance that the various government permits, leases, licenses and approvals
      sought will be granted to us or, if granted, will not be cancelled or will
      be
      renewed upon expiration.





***Estimates
      of oil and gas reserves that we make may be inaccurate. The 3D seismic data
      and
      other advanced technologies we use cannot eliminate exploration risk. These
      factors could impair our ability to generate revenues from
      operations.***





There
      are
      numerous uncertainties inherent in estimating quantities of oil and gas
      resources, including many factors beyond our control, and no assurance can
      be
      given that expected levels of resources or recovery of oil and gas will be
      realized. In general, estimates of recoverable oil and gas resources are based
      upon a number of factors and assumptions made as of the date on which resource
      estimates are determined, such as geological and engineering estimates that
      have
      inherent uncertainties and the assumed effects of regulation by governmental
      agencies and estimates of future commodity prices and operating costs, all
      of
      which may vary considerably from actual results. All such estimates are, to
      some
      degree, uncertain and classifications of resources are only attempts to define
      the degree of uncertainty involved. For these reasons, estimates of the
      recoverable quantities of oil and gas, the classification of such resources
      based on risk of recovery, prepared by different engineers or by the same
      engineers at different times, may vary substantially.


21




Our
      expenditures on exploration may not result in new discoveries of oil or natural
      gas in commercially viable quantities. It is difficult to project the costs
      of
      implementing an exploratory drilling program due to the inherent uncertainties
      of drilling in unknown formations, the costs associated with encountering
      various drilling conditions, such as over-pressured zones and tools lost in
      the
      hole, and changes in drilling plans and locations as a result of prior
      exploratory wells or additional seismic data and interpretations thereof.





Even
      when
      used and properly interpreted, 3D seismic data and visualization techniques
      only
      assist geoscientists in identifying subsurface structures and hydrocarbon
      indicators. They do not allow the interpreter to know conclusively if
      hydrocarbons are present or economically producible. In addition, the use of
      3D
      seismic data becomes less reliable when used at increasing depths. We could
      incur losses as a result of expenditures on unsuccessful wells. If exploration
      costs exceed our estimates, or if our exploration efforts do not produce results
      which meet our expectations, our exploration efforts may not be commercially
      successful, which could adversely impact our ability to generate revenues from
      our operations.





***We
      may not be able to develop oil and gas reserves on an economically viable basis
      and our reserves and production may decline as a result.***





If
      we
      succeed in acquiring or discovering oil or natural gas reserves, we cannot
      assure that these reserves will be capable of production levels we project
      or in
      sufficient quantities to be commercially viable. On a long-term basis, our
      viability depends on our ability to find or acquire, develop and commercially
      produce additional oil and natural gas reserves. Without the addition of
      reserves through acquisition, exploration or development activities, our
      reserves and production will decline over time as reserves are produced. Our
      future reserves will depend not only on our ability to develop then-existing
      properties, but also on our ability to identify and acquire additional suitable
      producing properties or prospects, to find markets for the oil and natural
      gas
      we develop and to effectively distribute our production into our markets.





Future
      oil and gas exploration may involve unprofitable efforts, not only from dry
      wells, but from wells that are productive but do not produce sufficient net
      revenues to return a profit after drilling, operating and other costs.
      Completion of a well does not assure a profit on the investment or recovery
      of
      drilling, completion and operating costs. In addition, drilling hazards or
      environmental damage could greatly increase the cost of operations, and various
      field operating conditions may adversely affect the production from successful
      wells. These conditions include delays in obtaining governmental approvals
      or
      consents, shut-downs of connected wells resulting from extreme weather
      conditions, problems in storage and distribution and adverse geological and
      mechanical conditions. While we will endeavor to effectively manage these
      conditions, we cannot be assured of doing so optimally, and we will not be
      able
      to eliminate them completely in any case. Therefore, these conditions could
      diminish our revenue and cash flow levels and result in the impairment of our
      oil and natural gas interests.


22


***Abandonment
      and reclamation costs are unknown and may be
      substantial.***





We
      will
      be responsible for compliance with terms and conditions of environmental and
      regulatory approvals and all laws and regulations regarding the abandonment
      of
      our properties and reclamation of lands at the end of their economic life,
      which
      abandonment and reclamation costs may be substantial. A breach of such
      legislation and/or regulations may result in the issuance of remedial orders,
      the suspension of approvals, or the imposition of fines and penalties, including
      an order for cessation of operations at the site until satisfactory remedies
      are
      made. It is not possible to estimate with certainty the abandonment and
      reclamation costs since they will be a function of regulatory requirements
      at
      the time.





***Our
      inability to obtain necessary facilities could hamper our
      operations.***





Oil
      and
      gas extraction and development activities are dependent on the availability
      of
      equipment, transportation, power and technical support in the particular areas
      where these activities will be conducted, and our access to these facilities
      may
      be limited. To the extent that we conduct our activities in remote areas, needed
      facilities may not be proximate to our operations, which will increase our
      cost
      of doing business. Demand for such limited equipment and other facilities or
      access restrictions may affect the availability of such equipment to us and
      may
      delay exploration and development activities. The quality and reliability of
      necessary facilities may also be unpredictable and we may be required to make
      efforts to standardize our facilities, which may entail unanticipated costs
      and
      delays. Shortages and/or the unavailability of necessary equipment or other
      facilities will impair our activities, either by delaying our activities,
      increasing our costs or otherwise.





***We
      may have difficulty distributing our production, which could harm our financial
      condition.***





In
      order
      to sell the oil and gas that we are able to produce, we will have to make
      arrangements for storage and distribution to the market. We will rely on local
      infrastructure and the availability of transportation for storage and shipment
      of our products, but infrastructure development and storage and transportation
      facilities may be insufficient for our needs at commercially acceptable terms
      in
      the localities in which we operate. This could be particularly problematic
      to
      the extent that our operations are conducted in remote areas that are difficult
      to access, such as areas that are distant from shipping and/or pipeline
      facilities. These factors may affect our ability to explore and develop
      properties and to store and transport our oil and gas production and may
      increase our expenses.





Furthermore,
      weather conditions or natural disasters, actions by companies doing business
      in
      one or more of the areas in which we will operate, or labor disputes may impair
      the distribution of oil and gas and in turn diminish our financial condition
      or
      ability to maintain our operations.





***Prices
      and markets for oil and gas are unpredictable and tend to fluctuate
      significantly, which could reduce profitability, growth and the value of our
      business.***


23





Our
      revenues and earnings, if any, will be highly sensitive to the price of oil
      and
      gas. Prices for oil and gas are subject to large fluctuations in response to
      relatively minor changes in the supply of and demand for oil and gas, market
      uncertainty, and a variety of additional factors beyond our control. These
      factors include, without limitation, weather conditions, the condition of the
      U.S. and global economies, the actions of the Organization of Petroleum
      Exporting Countries, governmental regulations, political stability in the Middle
      East and elsewhere, war or the threat of war in oil and gas producing regions,
      the foreign supply of oil and gas, the price of foreign imports and the
      availability of alternate fuel sources. Significant changes in long-term price
      outlooks for oil and gas could have a material adverse effect on us.





***Increases
      in our operating expenses will impact our operating results and financial
      condition.***





Extraction,
      development, production, marketing (including distribution costs) and regulatory
      compliance costs (including taxes) will substantially impact the net revenues
      we
      derive from the oil and gas that we produce. These costs are subject to
      fluctuations and variation in different locales in which we will operate, and
      we
      may not be able to predict or control these costs. If these costs exceed our
      expectations, our results of operations may be adversely affected. In addition,
      we may not be able to earn net revenue at our predicted levels, which may impact
      our ability to satisfy our obligations.





***Penalties
      we may incur could impair our business.***





Failure
      to comply with government regulations could subject us to civil and criminal
      penalties, could require us to forfeit property rights, and may affect the
      value
      of our assets. We also may be required to take corrective actions, such as
      installing additional equipment or taking other actions, each of which could
      require us to make substantial capital expenditures. We also could be required
      to indemnify our employees in connection with any expenses or liabilities that
      they may incur individually in connection with regulatory action against them.
      As a result, our future business prospects could deteriorate due to regulatory
      constraints, and our profitability could be impaired by our obligation to
      provide such indemnification to our employees.





***Environmental
      risks may adversely affect our business.***





Oil
      and
      gas extraction operations present environmental risks and hazards and are
      subject to environmental regulation pursuant to a variety of federal, state,
      provincial and municipal laws and regulations. Environmental legislation
      provides for, among other things, restrictions and prohibitions on spills,
      releases or emissions of various substances produced in association with oil
      and
      gas operations. The legislation also requires that facility sites be operated,
      maintained, abandoned and reclaimed to the satisfaction of applicable regulatory
      authorities. Compliance with such legislation can require significant
      expenditures and a breach may result in the imposition of fines and penalties,
      some of which may be material. Environmental legislation is evolving in a manner
      we expect may result in stricter standards and enforcement, larger fines and
      liability, and potentially increased capital expenditures and operating costs.
      The discharge of oil, gas or other pollutants into the air, soil or water may
      give rise to liabilities to governments and third parties and may require us
      to
      incur costs to remedy such discharges. The application of environmental laws
      to
      our business may cause us to curtail our production or increase the costs of
      our
      production, development or exploration activities.


24


***Challenges
      to title to our properties may impact our financial
      condition.***





Title
      to
      oil and gas interests is often not capable of conclusive determination without
      incurring substantial expense. While we intend to make appropriate inquiries
      into the title of properties and other development rights we acquire, title
      defects may exist. In addition, we may be unable to obtain adequate insurance
      for title defects, on a commercially reasonable basis or at all. If title
      defects do exist, it is possible that we may lose all or a portion of our right,
      title and interests in and to the properties to which the title defects relate.
      If our property rights are reduced, our ability to conduct our exploration,
      development and production activities may be impaired.





**RISKS
      RELATED TO OUR COMMON STOCK**





***There
      has been a limited trading market for our common stock that may impair your
      ability to sell your shares.***





There
      has
      been a limited trading market for our common stock since our inception. The
      lack
      of an active market may impair your ability to sell your shares at the time
      you
      wish to sell them or at a price that you consider reasonable. The lack of an
      active market may also reduce the fair market value of your shares. An inactive
      market may also impair our ability to raise capital by selling shares of capital
      stock and may impair our ability to acquire other assets or companies by using
      common stock as consideration.





Our
      common stock is currently quoted on the NASD’s Over-the-Counter Bulletin Board
      under the symbol “TNEN.OB.” As indicated above, our common stock is not actively
      traded. As a result, investors may find it difficult to obtain accurate
      quotations of the price of our common stock. This situation severely limits
      the
      liquidity of our common stock, and would likely reduce the market price
      of our common stock and hamper our ability to raise additional capital.





***The
      market price of our common stock is likely to be highly volatile and subject
      to
      wide fluctuations.***





Assuming
      we are able to establish an active trading market for our common stock, the
      market price of our common stock is likely to be highly volatile and could
      be
      subject to wide fluctuations in response to a number of factors that are beyond
      our control, including:





·
            Dilution
                caused by our issuance of additional shares of common stock and other
                forms of equity securities, which we expect to make in connection
                with
                future capital financings to fund our operations and growth, to attract
                and retain valuable personnel, and in connection with future strategic
                partnerships with other companies;





·
            Announcements
                of acquisitions, reserve discoveries or other business initiatives
                by our
                competitors;


25





·
            Fluctuations
                in revenue from our oil and gas business as new reserves come to
                market;





·
            Changes
                in the market for oil and gas commodities and/or in the capital markets
                generally;





·
            Changes
                in the demand for oil and gas, including changes resulting from the
                introduction or expansion of alternative fuels;





·
            Quarterly
                variations in our revenues and operating expenses;





·
            Changes
                in the valuation of similarly situated companies, both in our industry
                and
                in other industries;





·
            Changes
                in analysts’ estimates affecting us, our competitors and/or our industry;





·
            Changes
                in the accounting methods used in or otherwise affecting our industry;





·
            Additions
                and departures of key personnel;





·
            Announcements
                of technological innovations or new products available to the oil
                and gas
                industry;





·
            Announcements
                by relevant governments pertaining to incentives for alternative
                energy
                development programs; and





·
            Fluctuations
                in interest rates and the availability of capital in the capital
                markets.





These
      and
      other factors are largely beyond our control, and the impact of these risks,
      individually or in the aggregate, may result in material adverse changes to
      the
      market price of our common stock and/or our results of operations and financial
      condition.





***Our
      operating results may fluctuate significantly, and these fluctuations may cause
      our stock price to decline.***





Our
      operating results will likely vary in the future primarily as the result of
      fluctuations in our revenues and operating expenses, including the coming to
      market of oil and gas reserves that we are able to develop, expenses that we
      incur, the price of oil and gas in the commodities markets, and other factors.
      If our results of operations do not meet the expectations of current or
      potential investors, the price of our common stock may decline.





***We
      do not expect to pay dividends in the foreseeable
      future.***





We
      do not
      intend to declare dividends for the foreseeable future, as we anticipate that
      we
      will reinvest any future earnings in the development and growth of our business.
      Therefore, investors will not receive any funds unless they sell their common
      stock, and stockholders may be unable to sell their shares on favorable terms
      or
      at all. Investors cannot be assured of a positive return on investment or that
      they will not lose the entire amount of their investment in our common
      stock.


26




***Applicable
      SEC rules governing the trading of “penny stocks” will limit the trading and
      liquidity of our common stock, which may affect the trading price of our common
      stock.***





Our
      common stock is considered to be a “penny stock” and is therefore subject to SEC
      rules and regulations that (i) impose limitations upon the manner in which
      our
      shares may be publicly traded and (ii) regulate broker-dealer practices in
      connection with transactions in “penny stocks.” Penny stocks generally are
      equity securities with a price of less than $5.00 (other than securities
      registered on certain national securities exchanges or quoted on the NASDAQ
      system, provided that current price and volume information with respect to
      transactions in such securities is provided by the exchange or system). The
      penny stock rules require a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from the rules, to deliver a standardized risk
      disclosure document that provides information about penny stocks and the risks
      in the penny stock market. The broker-dealer must also provide the customer
      with
      current bid and offer quotations for the penny stock, the compensation of the
      broker-dealer and its salesperson in the transaction, and monthly account
      statements showing the market value of each penny stock held in the customer’s
      account. In addition, the penny stock rules generally require that prior to
      a
      transaction in a penny stock, the broker-dealer make a special written
      determination that the penny stock is a suitable investment for the purchaser
      and receive the purchaser’s written agreement to the transaction. These
      disclosure requirements may have the effect of reducing the level of trading
      activity in the secondary market for a stock that becomes subject to the penny
      stock rules and may increase the difficulty investors might experience in
      attempting to liquidate such securities.




***You
      may experience dilution of your ownership interests because of the future
      issuance of additional shares of our common stock and our preferred
      stock.***





In
      the
      future, we may issue our authorized but previously unissued equity securities,
      resulting in the dilution of the ownership interests of our present
      stockholders. We are currently authorized to issue an aggregate of 270,000,000
      shares of capital stock consisting of 250,000,000 shares of common stock and
      20,000,000 shares of preferred stock with preferences and rights to be
      determined by our board of directors. As of July 25, 2008, there were 71,016,758
      shares of common stock outstanding, 182,193 shares issuable to Prime pursuant
      to
      the Consulting Agreement, and 7,139,260 shares reserved for issuance upon the
      exercise of outstanding warrants.


27


**ITEM 2.**
            **DESCRIPTION
                OF PROPERTY**





**Properties**





Our
      principal executive office is located at 1200 Smith Street, 16th Floor, Houston,
      Texas 77002. We pay a monthly rental of $300 per month for this virtual office
      lease, which we utilize for certain of our administrative needs. At that
      location, we have access to conference and meeting room facilities on an as
      needed basis. We also sublease approximately 175 square feet of office space
      at
      1400 Woodloch Forest Drive, Suite 530, The Woodlands, Texas 77380 at a monthly
      cost of $850. We utilize this space for administrative needs as well including,
      but not limited to, our banking, oil and gas operations, and public company
      filing requirements. This sublease has a present term of six-months that expires
      on July 31, 2008 and is renewable thereafter for additional six-month terms.
      We
      also lease approximately 1,470 feet of office space in Golden, Colorado at
      the
      rate of $2,500 per month. The lease commenced on September 1, 2007 and runs
      through December 31, 2008. We believe that our property leases are suitable
      for
      our current and projected needs.





**Acreage**





The
      following table sets forth certain information regarding our developed and
      undeveloped lease acreage as of April 30, 2008. “Developed Acreage” refers to
      acreage on which wells have been drilled or completed to a point that would
      permit production of oil and natural gas in commercial quantities. “Undeveloped
      Acreage” refers to acreage on which wells have not been drilled or completed to
      a point that would permit production of oil and natural gas in commercial
      quantities whether or not the acreage contains proved reserves.





2007-08
            
            4/30/2008
              Proved
            
            AverageProduction
            
            Reserves-
            
            Working
            
            Developed Acreage
            
            Undeveloped Acreage
            
            Total AcreageMcfe
            
            Mcfe
            
            Interest
            
            Gross
            
            Net
            
            Gross
            
            Net
            
            Gross
            
            NetAlaska
            
            
            -
            
            
            -
            
            
            100.00
            %
            
            -
            
            
            -
            
            
            35,000
            
            
            35,000
            
            
            35,000
            
            
            35,000Colorado
            
            
            -
            
            
            -
            
            
            100.00
            %
            
            -
            
            
            -
            
            
            17,000
            
            
            17,000
            
            
            17,000
            
            
            17,000Texas
            
            
            143,041
            
            
            551,441
            
            
            30.14
            %
            
            1,150
            
            
            430
            
            
            2,400
            
            
            640
            
            
            3,550
            
            
            1,070Total
            
            
            143,041
            
            
            551,441
            
            
            
            
            
            1,150
            
            
            430
            
            
            54,640
            
            
            52,640
            
            
            55,550
            
            
            53,070




An
      element of an oil or natural gas lease is the obligation to drill upon the
      fields that are acquired. If the Company is not successful in securing
      additional capital some of these leases might be lost.





**Volumes,
      Prices and Oil & Natural Gas Operating Expense**





The
      following table sets forth certain information regarding the production volumes
      of, average sales prices received for and average production costs associated
      with our sales of oil and natural gas for the periods indicated.





**Year Ended April
                30,****2008**
            
            **2007**Production
                volumes:Oil
                (Bbls)
            
            
            1,649
            
            
            -Natural
                gas (Mcf)
            
            
            133,147
            
            
            -Standard
                cubic feet of gas equivalent (Mcfe)
            
            
            143,041
            
            
            -Average
                sales prices:Oil
                (per Bbl)
            
            $
            91.52
            
            $
            -Natural
                gas (per Mcf)
            
            $
            8.07
            
            $
            -Standard
                cubic feet of gas equivalent (per Mcfe)
            
            $
            8.57
            
            $
            -Average
                costs (per Mcfe)*(1)*
            
            $
            3.18
            
            $
            -





*(1)*
            *Includes
                direct lifting costs (labor, repairs and maintenance, materials and
                supplies), workover costs and the administrative costs of production
                offices, insurance and property and severance
                taxes.*


28


**Oil
      and Natural Gas Reserves**





The
      reserves as of April 30, 2008 were derived from reserve estimates prepared
      by
      the independent reserve engineers Netherland, Sewell & Associates, Inc. for
      the Old Ocean Field. No reserve reports were provided to any government agency.
      The PV-10 value was derived using constant prices as of the calculation date,
      discounted at 10% per annum on a pretax basis, and is not intended to represent
      the current market value of the estimated oil and natural gas reserves owned
      by
      the Company. For further information concerning the present value of future
      net
      revenues from these proved reserves, see Note 11 of Notes to Consolidated
      Financial Statements.





The
      following table sets forth our estimated net proved oil and natural gas reserves
      and the PV-10 value of such reserves as of April 30, 2008.





**Proved
                Reserves****Developed**
            
            **Undeveloped**
            
            **Total**Oil
                and condensate (Bbls)
            
            
            8,407
            
            
            -
            
            
            8,407Natural
                gas (Mcf)
            
            
            500,999
            
            
            -
            
            
            500,999Total
                proved reserves (Mcfe)
            
            
            551,441
            
            
            -
            
            
            551,441PV-10
                Value*(1)(2)*
            
            $
            4,073,978
            
            $
            -
            
            $
            4,073,978





*(1)*
            *The
                PV-10 value as of April 30, 2008 is pre-tax and was determined by
                using
                the April 30, 2008 sales prices, which averaged $113.14 per Bbl of
                oil and
                $11.51 per Mcf of natural gas. Management believes that the presentation
                of PV-10 value may be considered a non-GAAP financial measure. Therefore
                we have included a reconciliation of the measure to the most directly
                comparable GAAP financial measure (standardized measure of discounted
                future net cash flows in footnote (2) below). Management believes
                that the presentation of PV-10 value provides useful information
                to
                investors because it is widely used by professional analysts and
                sophisticated investors in evaluating oil and natural gas companies.
                Because many factors that are unique to each individual Company may
                impact
                the amount of future income taxes to be paid, the use of the pre-tax
                measure provides greater comparability when evaluating companies.
                It is
                relevant and useful to investors for evaluating the relative monetary
                significance of our oil and natural gas properties. Further, investors
                may
                utilize the measure as a basis for comparison of the relative size
                and
                value of our reserves to other companies.**Management
                also uses this pre-tax measure when assessing the potential return
                on
                investment related to its oil and natural gas properties and in evaluating
                acquisition candidates. The PV-10 value is not a measure of financial
                or
                operating performance under GAAP, nor is it intended to represent
                the
                current market value of the estimated oil and natural gas reserves
                owned
                by us. The PV-10 value should not be considered in isolation or as
                a
                substitute for the standardized measure of discounted future net
                cash
                flows as defined under GAAP.**(2)*
            *Future
                income taxes and present value discounted (10%) future income taxes
                were
                $nil and $nil, respectively, due to the Company having sufficient
                NOL
                carryforwards. Accordingly, the after-tax PV-10 value of Total Proved
                Reserves (or “Standardized Measure of Discounted Future Net Cash Flows”)
                is $4,073,978.*




29


**Development,
      Exploration and Acquisition Capital Expenditures**





The
      following table sets forth certain information regarding the gross costs
      incurred in the purchase of proved and unproved properties and in development
      and exploration activities.




**Year Ended April 30,****2008**
            
            **2007**Property
                acquisition costs:Proved
            
            $
            3,482,558
            
            $
            -Unproved
            
            
            1,868,926
            
            
            311,626Exploration
                costs
            
            
            314,598
            
            
            6,473,608Development
                costs
            
            
            -
            
            
            -Asset
                retirement obligation*(1)*
            
            
            50,000
            
            
            -Total
                costs incurred
            
            $
            5,716,082
            
            $
            6,785,234




*(1)*
            *Includes
                non-cash asset retirement obligations accrued in accordance with
                SFAS No.
                143 of $50,000 and $nil, respectively, for the years ended April
                30, 2008
                and 2007, respectively.*





**ITEM 3.**
            **LEGAL
                PROCEEDINGS**





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





No
      matters were submitted to a vote of security holders, through the solicitation
      of proxies or otherwise, during the fourth quarter of the fiscal year covered
      by
      this report.


30


**PART
      II**





**ITEM 5.**
            **MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER****MATTERS
                AND SMALL BUSINESS ISSUER PURCHASES OF****EQUITY
                SECURITIES**





**Market
      Information**





“Bid”
and
      ”ask” prices for our common stock have been quoted on the Over-The-Counter
      Bulletin Board (the “OTCBB”) since April 18, 2005. Through March 28, 2006 our
      common stock was traded under the symbol “AMPI.”In connection
      with our name change that took effect on March 28, 2006, our trading symbol
      was
      changed to “TNEN.”





The
      following table sets forth the high and low closing bid prices for our common
      stock for the fiscal quarters indicated as reported on the OTCBB by the National
      Association of Securities Dealers Composite Feed or other qualified interdealer
      quotation medium. The quotations reflect inter-dealer prices, without retail
      mark-up, mark-down or commission and may not represent actual
      transactions.





Quarter Ended
            
            High Bid
            
            Low BidApril
                30, 2008
            
            $
            0.34
            
            $
            0.17January
                31, 2008
            
            $
            0.44
            
            $
            0.17October
                31, 2007
            
            $
            0.62
            
            $
            0.28July
                31, 2007
            
            $
            0.83
            
            $
            0.43April
                30, 2007
            
            $
            2.67
            
            $
            0.63January
                31, 2007
            
            $
            3.82
            
            $
            1.48October
                31, 2006
            
            $
            6.02
            
            $
            1.90July
                31, 2006
            
            $
            2.15
            
            $
            1.05





As
      of
      July 1, 2008, we had 62 shareholders of record of our common stock. The number
      of holders of the common stock includes nominees of various depository trust
      accounts for an undeterminable number of individual stockholders.





**Dividends**





We
      have
      never declared any cash dividends with respect to our common stock. Future
      payment of dividends is within the discretion of our board of directors and
      will
      depend on our earnings, capital requirements, financial condition and other
      relevant factors. Although there are no material restrictions limiting, or
      that
      are likely to limit, our ability to pay dividends on our common stock, we
      presently intend to retain future earnings, if any, for use in our business
      and
      have no present intention to pay cash dividends on our common
      stock.


31





**Recent
      Sales of Unregistered Securities**





During
      the past three years, we have issued the following securities without
      registration under the Securities Act of 1933:





On
      June
      19, 2008 we issued 176,179 shares of our common stock to Prime representing
      payment of the stock fee due Prime for the three-month period ended March 31,
      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.





On
      May
      20, 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 to them
      for
      the quarter ended April 30, 2008. The shares were issued in reliance on Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuances
      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
      February 13, 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
      to
      them for the quarter ended January 31, 2008. The shares were issued in reliance
      on Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuances 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
      March
      31, 2008, we issued 1,739,130 shares of our common stock to Valens U.S. SPV
      I,
      LLC and Valens Offshore SPV II, Corp. in connection with a $425,000 advance
      to
      us on that same date by the Valens entities. The shares were issued in reliance
      on Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuances 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
      January 30, 2008 we issued 167,101 shares of our common stock to Prime
      representing payment of the stock fee due to Prime for the three-month period
      ended December 31, 2007 under the terms of the December 21, 2007 Consulting
      Agreement therewith. 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.


32


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.





On
      September 19, 2007 we issued 300,000 five year common stock purchase warrants
      with an exercise price of $0.48 per share to a financial advisor as a finder’s
      fee. The Warrants 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
      September 19, 2007 we issued 1,928,375 shares of our common stock to Prime.
      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
      September 18, 2007 we issued 976,353 and 976,773 common stock purchase warrants
      to Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC, respectively.
      The
      warrants we issued in reliance on Section 4(2) of the Securities Act of 1933,
      as
      amended, since the foregoing issuance did not involve a public offering, the
      recipient had access to information that would be included in a registration
      statement, the recipient took the shares for investment and not resale, and
      we
      took appropriate measures to restrict resale.





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





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


33





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





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





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





On
      May
      11, 2007 we issued an aggregate of 25,000 shares of our common stock to our
      five
      advisory board members representing payment of the quarterly fee due to them
      for
      the quarter ended April 30, 2007. The shares were issued in reliance on Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuances
      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
      March
      30, 2007 we issued a $500,000 convertible promissory note to one non-US
      purchaser in an offshore transaction in reliance on Regulation S under the
      Securities Act of 1933, as amended.





On
      February 27, 2007 we issued an aggregate of 25,000 shares of our common stock
      to
      our five advisory board members representing payment of the quarterly fee due
      to
      them for the quarter ended January 31, 2007. The shares were issued in reliance
      on Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuances 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
      February 1, 2007 we issued 800,000 units at a price of $2.50 per unit, or $2
      million on an aggregate basis, to one non-US purchaser in an offshore
      transaction in reliance on Regulation S under the Securities Act of 1933, as
      amended. Each unit consisted of one share of our common stock and one common
      stock purchase warrant exercisable for the purchase of an additional share
      of
      common stock. Each warrant is exercisable for a period of three years at an
      exercise price of $3.50 per share.


34





On
      December 4, 2006 we issued 100,000 shares of our common stock to one non-US
      person in connection with an April 2006 offshore transaction in reliance on
      Regulation S under the Securities Act of 1933, as amended. The subscription
      proceeds from such sale were received by us on April 21, 2006.





On
      November 29, 2006 we issued an aggregate of 7,145 shares of our common stock
      to
      our five advisory board members representing payment of the prorated quarterly
      fee due to them for the quarter ended October 31, 2006. 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
      November 13, 2006 we sold 400,000 units at a price of approximately $2.50 per
      unit, or $1 million on an aggregate basis, to one non-US purchaser in an
      offshore transaction in reliance on Regulation S under the Securities Act of
      1933, as amended. Each unit consisted of one share of our common stock and
      one
      common stock purchase warrant exercisable for the purchase of an additional
      share of common stock. Each warrant is exercisable for a period of three years
      at an exercise price of $3.50 per share. The 400,000 shares comprising part
      of
      the units were issued on February 6, 2007.





On
      October 2, 2006 we sold 400,000 units at a price of approximately $2.50 per
      unit, or $1 million on an aggregate basis, to one non-US purchaser in an
      offshore transaction in reliance on Regulation S under the Securities Act of
      1933, as amended. Each unit consisted of one share of our common stock and
      one
      common stock purchase warrant exercisable for the purchase of an additional
      share of common stock. Each warrant is exercisable for a period of three years
      at an exercise price of $3.50 per share. The 400,000 shares comprising part
      of
      the units were issued on February 6, 2007.





On
      August
      28, 2006 we sold 555,555 units at a price of approximately $3.60 per unit,
      or $2
      million on an aggregate basis, to one non-US person in an offshore transaction
      in reliance on Regulation S under the Securities Act of 1933, as amended. Each
      unit consists of one share of our common stock and one common stock purchase
      warrant exercisable for the purchase of an additional share of common stock.
      Each warrant is exercisable for a period of three years at an exercise price
      of
      $5.00 per share.





On
      August
      11, 2006 we sold 350,000 units at a price of $1.00 per unit, or $350,000 on
      an
      aggregate basis, to one non-US person in an offshore transaction in reliance
      on
      Regulation S under the Securities Act of 1933, as amended. Each unit consists
      of
      one share of our common stock and one common stock purchase warrant exercisable
      for the purchase of an additional share of common stock. Each warrant is
      exercisable for a period of three years at an exercise price of $1.70 per
      share.





On
      July
      27, 2006 we sold 650,000 units at a price of $1.00 per unit, or $650,000 on
      an
      aggregate basis, to one non-US person in an offshore transaction in reliance
      on
      Regulation S under the Securities Act of 1933, as amended. Each unit consists
      of
      one share of our common stock and one common stock purchase warrant exercisable
      for the purchase of an additional share of common stock. Each warrant is
      exercisable for a period of three years at an exercise price of $1.70 per share.


35





On
      May 9,
      2006 we sold 1,250,000 units at a price of $0.80 per unit or $1 million on
      an
      aggregate basis to one person in reliance on Regulation S under the Securities
      Act of 1933, as amended. Each unit consists of one share of our common stock
      and
      one common stock purchase warrant exercisable for the purchase of an additional
      share of common stock. Each warrant is exercisable for a period of 3 years
      at an
      exercise price of $1.60 per share.





In
      March
      2006 we sold 100,000 shares of our common stock at a price of $0.50 per share
      or
      $50,000 on an aggregate basis to one person in reliance on Regulation S of
      the
      Securities Act of 1933, as amended.





Effective
      January 27, 2006, we issued 10 million shares of our restricted common stock
      to
      Massimiliano Pozzoni in consideration of our acquisition of certain Alaska
      oil
& gas leases from Mr. Pozzoni. The sale of the shares to Mr. Pozzoni was
      made in reliance on Section 4(2) of the Securities Act of 1933, as amended.





Securities
      Authorized For Issuance Under Equity Compensation Plans





We
      have
      no stock option or other equity compensation plans and have never had any such
      plans.





**ITEM 6.**
            **PLAN
                OF OPERATION**





We
      commenced operation as an oil and gas exploration and development company in
      February 2006. We presently are 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
      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 500,000 standard
      cubic feet of gas and six barrels of oil per day, net to the Company.





*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 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.


36


In
      January 2008 we entered into an agreement with Savant Alaska LLC pursuant to
      which we agreed to assign to Savant certain of our interests 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 planned to drill on adjacent acreage
      was
      successful. The test well was drilled at the sole expense of Savant and its
      drilling partners. On April 17, 2008 Savant announced that the Kupcake-1 well
      had been drilled to its target depth of 10,686 feet but would be plugged and
      abandoned as it did not result in a commercial discovery of crude oil or natural
      gas reserves.





*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. The acquired leases expire in 2016.
      We
      currently are refining our development plans for the area. 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 1,832,769 shares of our restricted common stock ($1,064,000). 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.





*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
      (the “Prime Assets”) in Brazoria County, Texas from Prime Natural Resources,
      Inc. (“Prime”) 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.





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.


37





We
      plan
      to spend up to $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 will require additional capital to finance these
      planned expenditures. There can be no assurance that we will be able to secure
      such additional financing or that any such financing will available on terms
      acceptable to us. We do not anticipate drilling on our Alaska properties during
      the next twelve months. Our primary efforts in Alaska will focus on acquiring
      additional seismic data, conducting further technical evaluation of our Alaska
      leases, and exploring opportunities to sell a portion of our Alaskan working
      interests in an effort to reduce our risk and financial exposure.




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





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





We
      intend
      to rely on synergistic partnering with sophisticated industry partners. Our
      ideal partner would tend to be a regionally focused independent oil and gas
      company that has a demonstrated understanding of the exploration area and
      technology required to exploit the opportunity as well as the financial
      resources required therefore. There can be 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 more 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;




•
            effectively
                evaluate which transactions are most promising;
                and




•
            negotiate
                creative transaction
                structures.


38





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
      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;


39




·
            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. 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.





**Going
      Concern**





In
      its
      report 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 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 $21,005,787 as of April 30,
      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.


40




**ITEM 7.**
            **FINANCIAL
                STATEMENTS**





The
      consolidated financial statements are included beginning immediately following
      the signature page to this report. See Item 13 for a list of the consolidated
      financial statements included herein.





**ITEM 8.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON****ACCOUNTING,
                AND FINANCIAL DISCLOSURE**





Williams
      and Webster, P.S., was our principal independent accountant for the fiscal
      year
      ended April 30, 2006. On August 31, 2006, we terminated their engagement and
      on
      September 1, 2006 we engaged Malone & Bailey, PC, as our principal
      independent accountant for the fiscal year ending April 30, 2007. The
      termination of Williams and Webster, P.S. and appointment of Malone &
Bailey, PC was approved by our board of directors.





The
      report of Williams and Webster, P.S. on our financial statements for the year
      ended April 30, 2006 contained no adverse opinion or disclaimer of opinion,
      nor
      was it qualified or modified as to uncertainty, audit scope or accounting
      principle except that such report was modified to include an explanatory
      paragraph with respect to our ability, in light of our lack of revenues and
      history of losses, to continue as a going concern.





In
      connection with the audit for the year ended April 30, 2006 and during the
      subsequent interim period through August 31, 2006, there were no disagreements
      between us and Williams and Webster, P.S. on any matter of accounting principles
      or practices, financial statement disclosure, or auditing scope or procedures,
      which disagreements, if not resolved to their satisfaction, would have caused
      Williams and Webster, P.S. to make reference to the subject matter of the
      disagreement in connection with their reports.





In
      connection with the audit of the fiscal year ended April 30, 2006 and during
      the
      subsequent interim period through August 31, 2006, Williams and Webster, P.S.
      did not advise us that:





·
            internal
                controls necessary for us to develop reliable financial statements
                did not
                exist;





·
            information
                had come to their attention that led them to no longer be able to
                rely on
                our management’s representations or made them unwilling to be associated
                with the financial statements prepared by our management;





·
            there
                was a need to expand significantly the scope of their audit, or that
                information had come to their attention during such time periods
                that if
                further investigated might materially impact the fairness or reliability
                of either a previously issued audit report or the underlying financial
                statement; or the financial statements issued or to be issued covering
                the
                fiscal periods subsequent to the date of the most recent financial
                statements covered by an audit report; or




41


·
            information
                had come to their attention that they had concluded materially impacted
                the fairness or reliability of either (i) a previously issued audit
                report
                or the underlying financial statements, or (ii) the financial statements
                issued or to be issued covering the fiscal periods subsequent to
                the date
                of the most recent financial statements covered by an audit report.





Prior
      to
      the engagement of Malone & Bailey, PC we had no consultations or discussions
      with Malone & Bailey, PC regarding the application of accounting principles
      to a specific completed or contemplated transaction, or the type of audit
      opinion that might be rendered by them on our financial statements. Further,
      prior to their engagement, we received no oral or written advice from Malone
      & Bailey, PC of any kind.


42




**ITEM 8A.**
            **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 annual 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 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.





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this annual
      report.


43


**Officers’
      Certifications**





Appearing
      as exhibits to this Annual 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 Annual 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 April 30, 2008 that have materially affected
      or are reasonably likely to materially affect our internal control over
      financial reporting.





**ITEM 8B.**
            **OTHER
                INFORMATION**





Not
      applicable.





**PART
      III**





**ITEM 9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL****PERSONS
                AND CORPORATE GOVERNANCE; COMPLIANCE WITH****SECTION
                16(a) OF THE EXCHANGE ACT**





**Executive
      Officers, Directors and Key Employees**





Directors
      serve until the next annual meeting of the stockholders; until their successors
      are elected or appointed and qualified, or until their prior resignation or
      removal. Officers serve for such terms as determined by our board of directors.
      Each officer holds office until such officer’s successor is elected or appointed
      and qualified or until such officer’s earlier resignation or removal. No family
      relationships exist between any of our present directors and
      officers.





The
      following table sets forth certain information, as of July 14, 2008, with
      respect to our directors and executive officers.





Name
            
            Positions Held
            
            Age
            
            Date of Election
              or Appointment
              as DirectorJohn
                I. Folnovic
            
            Chief
                Executive Officer, President and Director
            
            52
            
            June 1, 2006Massimiliano
                Pozzoni
            
            Secretary,
                Treasurer, Chief Financial and Accounting Officer and
                Director
            
            32
            
            January 27, 2006




44


Certain
      biographical information of our directors and officers is set forth
      below.





**John
      I. Folnovic**





Mr.
      Folnovic has served as our President, Chief Executive Officer and as a Director
      since June 1, 2006. Mr. Folnovic is an engineer and a 26-year petroleum industry
      veteran. He formerly served as Vice President and Chief Operating Officer of
      Dominion Energy Canada Ltd. and President and Chief Executive Officer of
      Sunmatrix Petroleum Corporation. Mr. Folnovic also has held senior leadership
      positions in BP Canada and Amoco Canada gas and oil business units. He has
      led
      multidisciplinary teams of geologists, geophysicists, engineers, operations
      and
      administration staff in managing oil and gas assets generating $300 million
      in
      revenue and an annual capital budget of $200 million. He played an instrumental
      role in the development of BP Canada’s heavy oil assets that were subsequently
      sold to Canadian Natural Resources and Penn West Petroleum for $1.6 billion.
      Mr.
      Folnovic directed operations and a portfolio of assets that produced 60,000
      boepd of oil and gas, including thermal heavy oil assets producing 30,000 bpd
      of
      bitumen. He was a recipient of the Chairman's Award for his work in implementing
      project management, risk analysis systems and portfolio management processes
      within Amoco Canada. He has held numerous technical, business, and operational
      assignments throughout Northern Canada. From 2003 through May 2006, Mr. Folnovic
      was Chief Executive Officer of Petrodell Energy Inc., a private oil and gas
      company based in Alberta, Canada. From 2000 to 2003 Mr. Folnovic served as
      a
      Managing Partner of the business consulting firm Myexecutive Inc. and was an
      acting CEO and a Director of Sunmatrix Petroleum Corporation from 2001 to 2003.
      From 1998 to 2000, Mr. Folnovic was a Vice President and the Chief Operating
      Officer of Dominion Energy Canada Ltd.





**Massimiliano
      Pozzoni**





Mr.
      Pozzoni has served as an executive officer and a Director since January 27,
      2006. Mr. Pozzoni served as our sole executive officer from January 27, 2006
      until June 1, 2006. From June 1, 2006 to the present, Mr. Pozzoni has served
      as
      our Secretary, Treasurer, and Chief Financial and Accounting Officer. From
      March
      21, 2008 to the present, Mr. Pozzoni has served as a Director and as the
      President and Chief Executive and Financial Officer for Cobra Oil & Gas
      Company, a U.S. public company involved in exploration stage oil and gas
      activities. From March 2004 until January 18, 2007 Mr. Pozzoni served as an
      executive officer and Director of Falcon Natural Gas Corp., a U.S. public
      company engaged in oil and gas operations. From November 2003 to June 1, 2005,
      Mr. Pozzoni served as the Chief Executive Officer and Director of Gulf Coast
      Oil
& Gas Inc., formerly Otish Mountain Diamond Company, a public reporting
      company. From September 2001 to July 2003, Mr. Pozzoni attended London Business
      School on a full-time basis. From June 2002 to August 2002, Mr. Pozzoni was
      employed as a Summer Associate at Lehman Brothers Inc. From June 1998 to June
      2001, Mr. Pozzoni worked as an engineer at Schlumberger Oilfield Services.
      Mr.
      Pozzoni received a Bachelor degree in International Business in 1998 from the
      University of Kansas and an MBA degree from the London Business School in 2003.


45


**Employment
      Agreements**





Effective
      June 1, 2006 we entered into an Executive Employment Agreement with John
      Folnovic pursuant to which Mr. Folnovic serves as our President and Chief
      Executive Officer. The Agreement was extended (the “Amendment”) effective each
      of June 1, 2007 and 2008 for an additional one-year term. The Executive
      Employment Agreement, as extended, has a one-year term and is renewable for
      up
      to two additional one year terms upon the mutual written consent of the parties.
      In consideration of Mr. Folnovic’s serving as an executive officer, we are
      paying or providing him with (i) a base annual salary of $120,000; (ii)
      reimbursement of applicable business expenses; (iii) the right to participate
      in
      all health insurance or other employee benefit plans that we may adopt in the
      future; and (iv) the right to participate in any incentive programs, stock
      option plans or bonus programs that we may implement in the future.





The Executive
      Employment Agreement and the employment relationship created thereby, will terminate upon
      the death or disability of Mr. Folnovic, and may be terminated by us with or
      without cause or by Mr. Folnovic for good reason. In the event the Executive
      Employment Agreement is terminated by us without cause or by Mr. Folnovic for
      good reason, Mr. Folnovic will be entitled to receive, in addition to any
      accrued salary, an amount equal to the greater of (i) three months salary or
      (ii) the remaining salary for the then current term.





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





The
      Executive Employment Agreement originally provided Mr. Folnovic with the right
      to receive one million shares of our common stock at the end of every year
      of
      service under the Executive Employment Agreement up to a maximum aggregate
      of
      five million shares. In consideration of the Stock Purchase Agreement, Mr.
      Folnovic agreed to waive this right as set forth in the
      Amendment.


46





Massimiliano
      Pozzoni works for us pursuant to a verbal arrangement under which we currently
      pay Mr. Pozzoni $5,000 per month and reimburse his reasonable business expenses.
      Prior to February 1, 2008 we were paying Mr. Pozzoni $10,000 per
      month.





**Term
      of Office**





Our
      directors are appointed for a period of one year or until such time as their
      replacements have been elected by our shareholders. The officers of the Company
      are appointed by our board of directors and hold office until their resignation
      or removal.





**Audit
      Committee**





We
      do not
      have a standing audit committee, an audit committee financial expert, or any
      committee or person performing a similar function. We currently have limited
      working capital and revenues. Management does not believe that it would be
      in
      our best interests at this time to retain independent directors to sit on an
      audit committee. If we are able to raise sufficient financing in the future,
      then we will likely seek out and retain independent directors and form audit,
      compensation, and other applicable committees.





**Board
      of Directors**





Our
      only
      directors are our two executive officers, neither of which is independent.
      We do
      not pay them for attending board meetings. They are reimbursed, however, for
      their expenses, if any, for attendance at meetings of the Board of Directors.
      Our Board of Directors may designate from among its members an executive
      committee and one or more other committees but has not done so to date. We
      do
      not have a nominating committee or a nominating committee charter. Further,
      we
      do not have a policy with regard to the consideration of any director candidates
      recommended by security holders. To date this has not been a problem as no
      security holders have made any such recommendations. Our two directors perform
      all functions that would otherwise be performed by committees. Given the present
      size of our board it is not practical for us to have committees. If we are
      able
      to grow our business and increase our operations we intend to expand the size
      of
      our board and allocate responsibilities accordingly.




**Compliance
      with Section 16(a) of the Exchange Act**





Section
      16(a) of the Exchange Act, as amended, requires that our directors, executive
      officers and persons who own more than 10% of a class of our equity securities
      that are registered under the Exchange Act to file with the Commission initial
      reports of ownership and reports of changes of ownership of such registered
      securities.





To
      our
      knowledge, based solely on a review of copies of such reports, no person
      required to file such a report failed to file a required report with respect
      to
      the fiscal year covered by this report.


47




**Code
      of Ethics**





On
      August
      1, 2006 we adopted a Code of Ethics that applies to our principal executive
      officer, principal financial officer, principal accounting officer or
      controller, persons performing similar functions as well as to our directors
      and
      employees. A copy of our Code of Ethics will be provided to any person
      requesting same without charge. To request a copy of our Code of Ethics please
      make written request to our President c/o True North Energy Corporation at
      2
      Allen Center, 1200 Smith Street, 16 th Floor,
      Houston, TC 77002.





**ITEM 10.**
            **EXECUTIVE
                COMPENSATION**





The
      following table sets forth information concerning the total compensation paid
      or
      accrued by us during the two fiscal years ended April 30, 2008 and 2007 to
      (i)
      all individuals that served as our principal executive officer or acted in
      a
      similar capacity for us at any time during the fiscal year ended April 30,
      2008;
      (ii) all individuals that serve as our principal financial officer or acted
      in a
      similar capacity for us at any time during the fiscal year ended April 30,
      2008;
      and (iii) all individuals that served as executive officers of ours at any
      time
      during the fiscal year ended April 30, 2008 that received annual compensation
      during the fiscal year ended April 30, 2008 in excess of
      $100,000.


48


**Summary
      Compensation Table**





Name and
              Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
              ($)
            
            Non-
              Equity
              Incentive
              Plan
              Compensation
              ($)
            
            Change in
              Pension
              Value
              and
              Non-
              qualified
              Deferred
              Compensation
              Earnings
              ($)
            
            All
              Other
              Compensation
              ($)
            
            Total
              ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)John Folnovic,(1)
              Chief Executive
              Officer
            
            
            2008
              2007
            
            
            120,000
              117,828
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0Massimiliano
              Pozzoni, Chief
              Financial Officer
            
            
            2008
              2007
            
            
            105,000
              130,000
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0
            
            
            0
              0





(1)
            John
                Folnovic has served as our Chief Executive Officer and as a Director
                since
                June 1, 2006.





(2)
            Massimiliano
                Pozzoni served as our sole executive officer and as a Director from
                January 27, 2006 until June 1, 2006. From June 1, 2006 to the present,
                Mr.
                Pozzoni has continued to serve as our Secretary, Treasurer, Chief
                Financial and Accounting Officer and as a Director.





We
      have
      not issued any stock options or maintained any stock option or other incentive
      plans since our inception. We have no plans in place and have never maintained
      any plans that provide for the payment of retirement benefits or benefits that
      will be paid primarily following retirement including, but not limited to,
      tax
      qualified deferred benefit plans, supplemental executive retirement plans,
      tax-qualified deferred contribution plans and nonqualified deferred contribution
      plans. Similarly, except as provided herein with respect to our Executive
      Employment Agreement with John Folnovic, we have no contracts, agreements,
      plans
      or arrangements, whether written or unwritten, that provide for payments to
      the
      named executive officers or any other persons following, or in connection with
      the resignation, retirement or other termination of a named executive officer,
      or a change in control of us or a change in a named executive officer’s
      responsibilities following a change in control.





**Compensation
      of Directors**





None
      of
      our directors receive any compensation for serving as such, for serving on
      committees of the board of directors or for special assignments. During the
      fiscal year ended April 30, 2008 there were no other arrangements between us
      and
      our directors that resulted in our making payments to any of our directors
      for
      any services provided to us by them as directors.


49


**ITEM 11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND****MANAGEMENT
                AND RELATED STOCKHOLDER
                MATTERS**





The
      following table sets forth information with respect to the beneficial ownership
      of our common stock known by us as of July 23, 2008 by:





·
            each
                     person or entity known by us to be the beneficial owner of more
                than 5% of
                our common stock;





·
            each
                of our directors;





·
            each
                of our executive officers; and





·
            all
                of our directors and executive officers as a group.





The
      percentages in the table have been calculated on the basis of treating as
      outstanding for a particular person, all shares of our common stock outstanding
      on such date and all shares of our common stock issuable to such holder in
      the
      event of exercise of outstanding options, warrants, rights or conversion
      privileges owned by such person at said date which are exercisable within 60
      days of July 23, 2008. Except as otherwise indicated, the persons listed below
      have sole voting and investment power with respect to all shares of our common
      stock owned by them, except to the extent such power may be shared with a
      spouse.





Name and Address of
              Beneficial Owner
            
            Title of Class
            
            Amount and
              Nature
              of Beneficial
              Ownership(1)
            
            Percentage
              of
              Class(2)Massimiliano
                Pozzoni
              2
                Allen Center
              1200
                Smith Street
              16thFloor
              Houston,
                TX 77002
            
            Common
                Stock, par value $0.0001 per share
            
            19,250,000
                Shares (Direct)
            
            27.49
            %John
                Folnovic
              2
                Allen Center
              1200
                Smith Street
              16thFloor
              Houston,
                TX 77002
            
            Common
                Stock, par value $0.0001 per share
            
            15,500,000
                Shares
            
            22.14
            %All
                officers and directors as a group (2 persons)
            
            Common
                Stock, par value $0.0001 per share
            
            34,750,000
                Shares
            
            49.63
            %




50


(1)
            As
                used herein, the term beneficial ownership with respect to a security
                is
                defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
                consisting of sole or shared voting power (including the power to
                vote or
                direct the vote) and/or sole or shared investment power (including
                the
                power to dispose or direct the disposition of) with respect to the
                security through any contract, arrangement, understanding, relationship
                or
                otherwise, including a right to acquire such power(s) during the
                next 60
                days. Unless otherwise noted, beneficial ownership consists of sole
                ownership, voting and investment
                rights.





(2)
            There
                were 71,016,758 shares of common stock issued and outstanding on
                July23,
                2008.





**Changes
      in Control**





Not
      Applicable.





**ITEM 12.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND****DIRECTOR
                INDEPENDENCE**





Effective
      June 1, 2006 we entered into an Executive Employment Agreement with John
      Folnovic pursuant to which Mr. Folnovic serves as our President and Chief
      Executive Officer. See Item 9. Employment Agreements.





Massimiliano
      Pozzoni serves as our Secretary, Treasurer and Chief Financial and Accounting
      Officer under a verbal month-to-month agreement. See Item 9. Employment
      Agreements.





Effective
      January 27, 2006 we issued ten million shares of our restricted common stock
      to
      Massimiliano Pozzoni in consideration of our acquisition of certain State of
      Alaska oil and gas leases from Mr. Pozzoni. See Item 5, Recent Sales of
      Registered Securities and Item 1, Description of Business.





We
      believe that all related party transactions have been entered into upon terms
      no
      less favorable to us than those that could be obtained from unaffiliated third
      parties. Our reasonable belief of fair value is based upon proximate similar
      transactions with third parties or attempts to obtain the consideration from
      third parties.


51


**ITEM
      13.**  **EXHIBITS**





Financial
                Statements
            
            PageReport
                of Independent Registered Public Accounting Firm
            
            F-2Consolidated
                Balance Sheets as of April 30, 2008 and 2007
            
            F-3Consolidated
                Statements of Operations for the years ended April 30, 2008 and
                2007
            
            F-4Consolidated
                Statements of Cash Flows for the years ended April 30, 2008 and
                2007
            
            F-5Consolidated
                Statements of Changes in Stockholders’ Equity for the
                yearsended
                April 30, 2007 and 2008
            
            F-6Notes
                to Consolidated Financial Statements
            
            F-7





**Financial
      Statement Schedules**





All
      financial statement schedules are omitted because they are not applicable or
      the
      required information is shown in the financial statements or notes
      thereto.


52


**Exhibits**





The
      following exhibits are included as part of this report:





**Exhibit**
              **No.**
            
            **SEC Report**
              **Reference No.**
            
            **Description**3.1
            
            3.1
            
            Articles
                of Incorporation (1)3.2
            
            3.2
            
            By-Laws
                (1)3.3
            
            Appendix A
            
            Form
                of Certificate of Amendment to Articles of Incorporation
                (2)3.4
            
            Appendix A
            
            Form
                of Certificate of Amendment to Articles of Incorporation
                (3)3.5
            
            3.1
            
            Certificate
                of Amendment to Articles of Incorporation as filed with the Nevada
                Secretary of State on October 9, 2007 (20)4.1
            
            4.1
            
            $500,000
                Convertible Promissory Note of Registrant dated March 30, 2007
                (4)4.2
            
            4.1
            
            Secured
                $125,000 Promissory Note of Registrant dated August 20, 2007 issued
                to T.
                Swanson, Inc. (16)4.3
            
            4.2
            
            Secured
                $125,000 Promissory Note of Registrant dated August 20, 2007 issued
                to
                Uphill Limited Liability Company, Steven J. Revenig, Trustee
                (16)4.4
            
            4.1
            
            Convertible
                $250,000 Promissory Note of Registrant dated April 10, 2007 issued
                to
                EH&P Investments AG (18)4.5
            
            4.2
            
            Convertible
                $250,000 Promissory Note of Registrant dated May 15, 2007 issued
                to
                EH&P Investments AG (18)4.6
            
            4.3
            
            Warrant
                of Registrant dated August 30, 2007 issued to EH&P Investments AG for
                the exercise of 182,249 shares (18)4.7
            
            4.4
            
            Warrant
                of Registrant dated August 30, 2007 issued to EH&P Investments AG for
                the exercise of 298,330 shares (18)4.8
            
            4.1
            
            $1,874,596
                Secured Term Note of Registrant and ICF Energy Corp. dated September
                18,
                2007 issued to Valens Offshore SPV II, Corp.
                (19)




53





4.9
            
            4.2
            
            $1,875,404
                Secured Term Note of Registrant and ICF Energy Corp. dated September
                18,
                2007 issued to Valens Offshore SPV I, LLC (19)4.10
            
            4.3
            
            Warrant
                of Registrant dated September 18, 2007 issued to Valens Offshore
                SPV II,
                Corp. for the exercise of 976,353 shares (19)4.11
            
            4.4
            
            Warrant
                of Registrant dated September 18, 2007 issued to Valens U.S. SPV
                I, LLC
                for the exercise of 976,773 shares (19)4.12
            
            4.5
            
            Warrant
                of ICF Energy Corporation dated September 18, 2007 issued to Valens
                Offshore SPV II, Corp. for the exercise of 499 shares
                (19)4.13
            
            4.6
            
            Warrant
                of ICF Energy Corporation dated September 18, 2007 issued to Valens
                U.S.
                SPV I, LLC for the exercise of 501 shares (19)4.14
            
            4.1
            
            Warrant
                of Registrant dated September 19, 2007 issued to Energy Capital Solutions,
                LP for the exercise of 300,000 shares (20)4.15
            
            4.1
            
            $1,964.195.80
                Amended and Restated Secured Term Note of Registrant and ICF Energy
                Corp.
                dated March 31, 2008 issued to Valens Offshore SPV II, Corp.
                (22)4.16
            
            4.2
            
            $1,967,687.04
                Amended and Restated Secured Term Note of Registrant and ICF Energy
                Corp.
                dated March 31, 2008 issued to Valens U.S. SPV I, LLC
                (22)10.1
            
            10.1
            
            Asset
                Purchase Agreement, dated January 23, 2006 among Registrant, Massimiliano
                Pozzoni and Kevin Moe (5)10.2
            
            10.2
            
            Purchase
                Agreement dated as of May 9, 2006 between Registrant and Daniel K.
                Donkel
                and Samuel H. Cade (6)10.3
            
            10.1
            
            Employment
                Agreement dated as of June 1, 2006 between Registrant and John Folnovic
                (7)10.4
            
            10.1
            
            Participation
                Agreement effective as of June 7, 2006 between Registrant and Bayou
                City
                Exploration Inc. regarding the Frost National Bank Deep Prospect
                (8)




54





10.5
            
            10.2
            
            Participation
                Agreement effective as of June 7, 2006 between Registrant and Bayou
                City
                Exploration Inc. regarding the Windfall Prospect (8)10.6
            
            10.3
            
            Participation
                Agreement effective as of June 7, 2006 between Registrant and Bayou
                City
                Exploration Inc. regarding the Zodiac II Prospect (8)10.7
            
            10.1
            
            Participation
                Agreement effective as of July 28, 2006 between Registrant and Whitmar
                Exploration Company regarding the Deweyville Prospect
                (9)10.8
            
            10.2
            
            Amendment
                to Purchase Agreement dated July 31, 2006 between Registrant and
                Daniel K.
                Donkel and Samuel H. Cade (9)10.9
            
            10.1
            
            Development
                Agreement effective as of October 1, 2006 between Registrant and
                BP
                America Production Company (10)10.10
            
            10.1
            
            Form
                of Engagement Letter Agreement with Advisory Board Members dated
                October
                5, 2006 (11)10.11
            
            10.2
            
            Letter
                Agreement dated November 13,2 006 (executed November 22, 2006) with
                Savant
                Alaska LLC regarding Kupcake Prospect (11)10.12
            
            10.3
            
            Letter
                Agreement dated December 1, 2006 with BP America Production Company
                (11)10.13
            
            10.1
            
            Development
                Agreement effective as of January 1, 2007 between Registrant and
                BP
                America Production Company (12)10.14
            
            10.1
            
            Letter
                Agreement dated March 20, 2007 between Registrant and BP America
                Production Company (13)10.15
            
            10.2
            
            Letter
                Agreement dated March 27, 2007 between Registrant and BP America
                Production Company (13)10.16
            
            10.1
            
            Letter
                of Intent dated March 20, 2007 between Registrant and each of Angel
                LLC,
                CN Energy LLC, Swanson Energy Company, LLC, Fuel Exploration, LLC,
                MHBL
                Energy, LLC and Rocky Mountain Rig, LLC (4)10.17
            
            10.1
            
            Purchase
                and Sale Agreement dated June 21, 2007 between Registrant and Constance
                Knight (14)




55





10.18
            
            10.18
            
            Amendment
                to Executive Employment Agreement between Registrant and John Folnovic
                made as of May 28, 2007 (15)10.19
            
            10.1
            
            Purchase
                and Sale Agreement made as of August 31, 2007 by and between Prime
                Natural
                Resources, Inc. and ICF Energy Corporation (17)10.20
            
            10.01
            
            Securities
                Purchase Agreement dated as of September 18, 2007 among Registrant,
                ICF
                Energy Corporation, Valens U.S. SPV I, LLC as Agent and Valens U.S.
                SPV I,
                LLC and Valens Offshore SPV II, Corp. as Purchasers
                (19)10.21
            
            10.02
            
            Registration
                Rights Agreement dated as of September 18, 2007 between Registrant
                and
                Valens Offshore SPV II, Corp. (19)10.22
            
            10.03
            
            Registration
                Rights Agreement dated as of September 18, 2007 between Registrant
                and
                Valens U.S. SPV I, LLC. (19)10.23
            
            10.04
            
            Registration
                Rights Agreement dated as of September 18, 2007 between ICF Energy
                Corp.
                and Valens Offshore SPV II, Corp. (19)10.24
            
            10.05
            
            Registration
                Rights Agreement dated as of September 18, 2007 between ICF Energy
                Corp.
                and Valens U.S. SPV I, LLC. (19)10.25
            
            10.06
            
            Stock
                Pledge Agreement dated as of September 18, 2007 between Valens U.S.
                SPV I,
                LLC, as Agent, and Registrant. (19)10.26
            
            10.07
            
            Subordination
                Agreement dated as of September 18, 2007 among EH&P Investments AG,
                Valens U.S. SPV I, LLC, as Agent, Registrant, and ICF Energy Corporation.
                (19)10.27
            
            10.08
            
            Assignment,
                Bill of Sale and Conveyance dated September 18, 2007 between Prime
                Natural
                Resources, Inc. and ICF Energy Corporation. (19)10.28
            
            10.09
            
            Collateral
                Assignment dated as of September 18, 2007 among Registrant, ICF Energy
                Corporation and Valens U.S. SPV I, LLC, as Agent.
                (19)




56





10.29
            
            10.10
            
            Master
                Security Agreement dated as of September 18, 2007 among Registrant,
                ICF
                Energy Corporation and Valens U.S. SPV I, LLC, as Agent.
                (19)10.30
            
            10.11
            
            Funds
                Escrow Agreement dated as of September 18, 2007 among Registrant,
                ICF
                Energy Corporation, Valens U.S. SPV I, LLC, as Agent, Valens Offshore
                SPV
                II, Corp. and Loeb & Loeb, LLP. (19)10.31
            
            10.12
            
            Agreement
                to Execute Shareholders’ Agreement dated as of September 18, 2007 among
                Registrant, ICF Energy Corporation and Valens U.S. SPV I, LLC and
                Valens
                Offshore SPV II, Corp. (19)10.32
            
            10.13
            
            Post
                Closing Letter Agreement dated as of September 18, 2007 between Registrant
                and Valens U.S. SPV I, LLC. (19)10.33
            
            10.14
            
            Piggyback
                Registration Rights Agreement dated as of September 18, 2007 between
                Registrant and Prime Natural Resources, Inc. (19)10.34
            
            10.1
            
            Notes
                Amendment Agreement dated as of December 7, 2007 by and among Registrant,
                ICF Energy Corporation, Valens U.S. SPV I, LLC and Valens Offshore
                SPV II,
                Corp. (20)10.35
            
            10.2
            
            Pooling
                Agreement effective as of July 1, 2007 between Savant Alaska, LLC
                and
                Registrant (20)10.36
            
            10.36
            
            Consulting
                Agreement dated December 21, 2007 between Prime Natural Resources,
                Inc.
                and Registrant (21)10.37
            
            10.37
            
            Acreage
                Contribution Contract effective as of January 23, 2008 between Savant
                Alaska, LLC and Registrant (21)10.38
            
            *
            
            Consulting
                Agreement dated June 30, 2008 between Prime Natural Resources, Inc.
                and
                Registrant10.39
            
            10.1
            
            Registration
                Rights Agreement dated as of March 31, 2008 among Registrant, Valens
                Offshore SPV II, Corp. and Valens U.S. SPV I, LLC (22)10.40
            
            10.2
            
            Funds
                Escrow Agreement dated as of March 31, 2008 among Registrant, ICF
                Energy
                Corporation, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp.
                and
                Loeb & Loeb, LLP. (22)21
            
            *
            
            List
                of Subsidiaries of Registrant




57





23.1
            
            *
            
            Consent
                of Netherland, Sewell & Associates, Inc.31.1
            
            *
            
            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 Certificate of Chief Executive Officer32.2
            
            *
            
            Rule
                1350 Certificate of Chief Financial Officer99.1
            
            *
            
            Estimated
                Reserves and Future Net Revenue Report prepared by Netherland, Sewell
                & Associates, Inc.




(1)  Filed
      with the Securities and Exchange Commission on June 4, 2004 as an exhibit,
      numbered as indicated above, to the Registrant’s Registration Statement on Form
      SB-2 (Registration No. 333-116169), which exhibits are incorporated herein
      by
      reference.





(2)  Filed
      with the Securities and Exchange Commission on February 24, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Definitive Information
      Statement dated February 23, 2006, which exhibit is incorporated herein by
      reference.





(3)  Filed
      with the Securities and Exchange Commission on May 29, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Definitive Information
      Statement dated May 29, 2007, which exhibit is incorporated herein by
      reference.





(4)  Filed
      with the Securities and Exchange Commission on April 5, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated March 20, 2007, which exhibit is incorporated herein by
      reference.





(5)  Filed
      with the Securities and Exchange Commission on January 27, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated January 23, 2006, which exhibit is incorporated herein by
      reference.





(6)  Filed
      with the Securities and Exchange Commission on May 17, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated May 9, 2006, which exhibit is incorporated herein by
      reference.





(7)  Filed
      with the Securities and Exchange Commission on June 6, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated June 1, 2006, which exhibit is incorporated herein by
      reference.


58





(8)  Filed
      with the Securities and Exchange Commission on June 12, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated June 7, 2006, which exhibit is incorporated herein by
      reference.





(9)  Filed
      with the Securities and Exchange Commission on August 1, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated July 27, 2006, which exhibit is incorporated herein by
      reference.





(10)  Filed
      with the Securities and Exchange Commission on October 10, 2006 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated October 6, 2006, which exhibit is incorporated herein by
      reference.





(11)  Filed
      with the Securities and Exchange Commission on December 15, 2006 as an exhibit
      numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-QSB
      for the quarter ended October 31, 2006, which exhibit is incorporated herein
      by
      reference.





(12)  Filed
      with the Securities and Exchange Commission on February 8, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated February 7, 2007, which exhibit is incorporated herein by
      reference.





(13)  Filed
      with the Securities and Exchange Commission on April 2, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated March 26, 2007, which exhibit is incorporated herein by
      reference.





(14)  Filed
      with the Securities and Exchange Commission on June 29, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated June 21, 2007, which exhibit is incorporated herein by
      reference.





(15)  Filed
      with the Securities and Exchange Commission on July 30, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB
      dated April 30, 2007, which exhibit is incorporated herein by
      reference.





(16)  Filed
      with the Securities and Exchange Commission on August 28, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated August 23, 2007, which exhibit is incorporated herein by
      reference.





(17)  Filed
      with the Securities and Exchange Commission on September 7, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated August 31, 2007, which exhibit is incorporated herein by
      reference.





(18)  Filed
      with the Securities and Exchange Commission on September 19, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-QSB
      dated July 31, 2007, which exhibit is incorporated herein by
      reference.


59





(19)  Filed
      with the Securities and Exchange Commission on September 24, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated September 18, 2007, which exhibit is incorporated herein by
      reference.





(20)  Filed
      with the Securities and Exchange Commission on December 17, 2007 as an exhibit,
      numbered as indicated above, to the Registrant’s Quarterly Report on Form 10-QSB
      dated October 31, 2007, which exhibit is incorporated herein by
      reference.





(21)  Filed
      with the Securities and Exchange Commission on January 31, 2008 as an exhibit,
      numbered as indicated above, to the Registrant’s Registration Statement on Form
      SB-2, which exhibit is incorporated herein by reference.





(22)  Filed
      with the Securities and Exchange Commission on April 4, 2008 as an exhibit,
      numbered as indicated above, to the Registrant’s Current Report on Form 8-K
      dated March 31, 2008, which exhibit is incorporated herein by
      reference.





*
      Filed
      herewith.





**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





Audit
      Fees .





The
      aggregate fees billed to us by our principal accountant for services rendered
      during the fiscal years ended April 30, 2007 and 2006 are set forth in the
      table
      below:





Fee Category
            
            Fiscal year ended
              April 30, 2008
            
            Fiscal year ended
              April 30, 2007Audit
                fees (1)
            
            $
            90,516
            
            $
            53,800Audit-related
                fees (2)
            
            
            0
            
            
            0Tax
                fees (3)
            
            
            0
            
            
            0All
                other fees (4)
            
            
            0
            
            
            1,200Total
                fees
            
            $
            90,516
            
            $
            55,000





(1)
      Audit
      fees consist of fees incurred for professional services rendered for the audit
      of consolidated financial statements, for reviews of our interim consolidated
      financial statements included in our quarterly reports on Form 10-QSB and for
      services that are normally provided in connection with statutory or regulatory
      filings or engagements.





(2)
      Audit-related fees consist of fees billed for professional services that are
      reasonably related to the performance of the audit or review of our consolidated
      financial statements, but are not reported under “Audit fees.”


60





(3)
      Tax
      fees consist of fees billed for professional services relating to tax
      compliance, tax planning, and tax advice.





(4)
      All
      other fees consist of fees billed for all other services.





Audit
      Committee’s Pre-Approval Practice .





We
      do not
      have an audit committee. Our board of directors performs the function of an
      audit committee. Section 10A(i) of the Securities Exchange Act of 1934, as
      amended, prohibits our auditors from performing audit services for us as well
      as
      any services not considered to be audit services unless such services are
      pre-approved by our audit committee or, in cases where no such committee exists,
      by our board of directors (in lieu of an audit committee) or unless the services
      meet certain de minimis standards.


61


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the Registrant has duly caused this report to be signed on
      its
      behalf by the undersigned, thereunto duly authorized.





**TRUE NORTH ENERGY CORPORATION**Dated:  July 29, 2008
            By:
            /a/ John FolnovicJohn I. Folnovic, President andChief Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed below by the following persons on behalf of the
      Registrant and in the capacities indicated on this 29 th day of
      July, 2008.





/s/
                John FolnovicJohn
                I. Folnovic, President, Chief Executive Officer and
                Director/s/
                Massimiliano PozzoniMassimiliano
                Pozzoni, Secretary, Treasurer, Chief Financial and Accounting Officer
                and
                Director




62




**PART
      II – FINANCIAL INFORMATION**




**ITEM
      7. FINANCIAL STATEMENTS**





**PAGE**Report
                of Independent Registered Public Accounting Firm
            F-2Consolidated
                Balance Sheets as of April 30, 2008 and 2007
            F-3Consolidated
                Statements of Operations for the years ended April 30, 2008 and
                2007
            F-4Consolidated
                Statements of Cash Flows for the years ended April 30, 2008 and
                2007
            F-5Consolidated
                Statements of Changes in Stockholders’ Equity for the years ended April
                30, 2007 and 2008
            F-6Notes
                to Consolidated Financial Statements
            F-7




F-1





**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


True
      North Energy Corporation


Houston,
      Texas





We
      have
      audited the accompanying consolidated balance sheets of True North Energy
      Corporation (the “Company”) as of April 30, 2008 and 2007 and the related
      consolidated statements of operations, stockholders’ equity, and cash flows for
      the years ended April 30, 2008 and 2007. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform an audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for purposes of expressing an opinion
      on the effectiveness of the Company's internal control over financial reporting.
      Accordingly, we express no such opinion. An audit also includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant estimates
      made by management, as well as evaluating the overall financial statement
      presentation. We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the Company as of April 30, 2008
      and 2007 and the results of operations and cash flows for the years ended April
      30, 2008 and 2007, in conformity with accounting principles generally accepted
      in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company has had minimal revenues and has accumulated losses
      since its inception, which raises substantial doubt about its ability to
      continue as a going concern. Management’s plans regarding those matters also are
      described in Note 1. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.




Malone
      & Bailey PC


www.malone-bailey.com


Houston,
      Texas


July
      29,
      2008


F-2


**TRUE
      NORTH ENERGY CORPORATION**


**Consolidated
      Balance Sheets**





**April 30,****2008**
            
            **2007**AssetsCurrent
                assets:Cash
                and cash equivalents
            
            $
            228,094
            
            $
            267,845Accounts
                receivable
            
            
            274,669
            
            
            -Prepaid
                expenses and other current assets
            
            
            231,888
            
            
            385,009Note
                receivable
            
            
            -
            
            
            180,000Total
                current assets
            
            
            734,651
            
            
            832,854Website
                development, net of accumulated amortization of $17,150 and $9,172,
                respectively
            
            
            6,776
            
            
            14,754Property
                and equipment, net of accumulated depreciation of $4,611 and
              $
                1,875, respectively
            
            
            6,613
            
            
            9,349Oil
                and gas properties, using successful efforts accounting
              method,
                including unproven properties of $2,152,068 and $685,400, respectively
                (net of accumulated amortization of $756,879 and $-0-,
                respectively)
            
            
            4,927,747
            
            
            685,400Deferred
                financing costs, net
            
            
            554,055
            
            
            -Total
                assets
            
            $
            6,229,842
            
            $
            1,542,357Liabilities
                and Stockholders’ EquityCurrent
                liabilities:Accounts
                payable
            
            $
            105,680
            
            $
            43,912Accrued
                liabilities
            
            
            1,157,511
            
            
            98,546Stock
                compensation payable
            
            
            52,117
            
            
            161,171Current
                portion of notes payable
            
            
            711,121
            
            
            196,656Total
                current liabilities
            
            
            2,026,429
            
            
            500,285Notes
                payable
            
            
            2,707,834
            
            
            250,000Asset
                retirement obligation
            
            
            54,622
            
            
            -Total
                liabilities
            
            
            4,788,885
            
            
            750,285Commitments
                and contingencies
            
            
            -
            
            
            -Stockholders’
                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; 71,016,758
                and
                64,662,700 shares issued and outstanding, respectively
            
            
            7,102
            
            
            6,466Additional
                paid-in capital
            
            
            22,439,642
            
            
            10,007,662Accumulated
                deficit
            
            
            (21,005,787
            )
            
            (9,222,056
            )Total
                stockholders’ equity
            
            
            1,440,957
            
            
            792,072Total
                liabilities and stockholders’ equity
            
            $
            6,229,842
            
            $
            1,542,357





*See
      notes to consolidated financial statements.*


F-3





**TRUE
      NORTH ENERGY CORPORATION**


**Consolidated
      Statements of Operations**





**Year Ended April 30,****2008**
            
            **2007**Revenues
            
            $
            1,225,735
            
            $
            -Costs
                and expenses:Lease
                operating expenses
            
            
            533,427
            
            
            107,616Exploration
                costs
            
            
            314,598
            
            
            6,473,608Accretion
                expense
            
            
            4,622
            
            
            -General
                and administrative:Compensation
                and benefits
            
            
            9,270,008
            
            
            1,650,439Legal
                and accounting
            
            
            433,847
            
            
            274,920Advisory
                board fees
            
            
            81,444
            
            
            210,636Investor
                relations
            
            
            59,221
            
            
            152,240Other
                G&A expenses
            
            
            259,170
            
            
            197,903Unsuccessful
                merger and acquisition costs
            
            
            402,258
            
            
            -Depreciation,
                depletion and amortization
            
            
            767,593
            
            
            8,638Total
                costs and expenses
            
            
            12,126,188
            
            
            9,076,000Loss
                from operations
            
            
            (10,900,453
            )
            
            (9,076,000
            )Other
                income (expense):Interest
                and other income
            
            
            4,089
            
            
            10,876Interest
                expense
            
            
            (887,367
            )
            
            (3,986
            )Loss
                before income taxes
            
            
            (11,783,731
            )
            
            (9,069,110
            )Income
                taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (11,783,731
            )
            $
            (9,069,110
            )Basic
                and diluted loss per common share
            
            $
            (0.17
            )
            $
            (0.14
            )Weighted-average
                common shares outstanding
            
            
            67,839,554
            
            
            63,111,430





*See
      notes to consolidated financial statements.*




F-4





**TRUE
      NORTH ENERGY CORPORATION**


**Consolidated
      Statements of Cash Flows**





**Year Ended April 30,****2008**
            
            **2007****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (11,783,731
            )
            $
            (9,069,110
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation,
                depletion and
                amortization
            
            
            767,593
            
            
            8,638Stock-based
                compensation
            
            
            9,096,776
            
            
            1,637,636Amortization
                of deferred financing costs and debt discount
            
            
            516,156
            
            
            -Unsuccessful
                merger and acquisition costs
            
            
            402,258
            
            
            -Dry
                hole costs
            
            
            287,468
            
            
            6,196,019Accretion
                expense
            
            
            4,622
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (274,669
            )
            
            -Prepaid
                expenses and other
            
            
            85,138
            
            
            (133,673
            )Accounts
                payable
            
            
            61,768
            
            
            45,834Accrued
                liabilities
            
            
            352,183
            
            
            65,525Net
                cash used in operating activities
            
            
            (484,438
            )
            
            (1,249,131
            )**Cash
                Flows From Investing Activities**Additions
                to oil and gas properties
            
            
            (2,930,361
            )
            
            (6,507,644
            )Advances
                to seller in connection with acquisition of oil and gas
                properties
            
            
            -
            
            
            (180,000
            )Purchases
                of property and equipment
            
            
            -
            
            
            (11,224
            )Website
                development
            
            
            -
            
            
            (16,700
            )Net
                cash used in investing activities
            
            
            (2,930,361
            )
            
            (6,715,568
            )**Cash
                Flows From Financing Activities**Proceeds
                from issuance of notes payable
            
            
            4,675,000
            
            
            250,000Payments
                on notes payable
            
            
            (708,573
            )
            
            (54,679
            )Increase
                in deferred financing costs
            
            
            (591,379
            )
            
            -Proceeds
                from issuance of common stock
            
            
            -
            
            
            8,000,000Net
                cash provided by financing activities
            
            
            3,375,048
            
            
            8,195,321Net
                increase (decrease) in cash and cash equivalents
            
            
            (39,751
            )
            
            230,622Cash
                and cash equivalents, beginning of period
            
            
            267,845
            
            
            37,223Cash
                and cash equivalents, end of period
            
            $
            228,094
            
            $
            267,845**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            256,275
            
            $
            3,986Income
                taxes
            
            
            -
            
            
            -**Non-Cash
                Investing and Financing Activities**Common
                stock issued for oil and gas leases
            
            $
            1,988,626
            
            $
            -Discount
                on notes for relative fair value
            
            
            909,508
            
            
            -Common
                stock issued to lenders
            
            
            328,652Discount
                on notes for overriding royalty interest granted to
                lenders
            
            
            200,000
            
            
            -Asset
                retirement obligation
            
            
            50,000
            
            
            -Assumed
                liabilities
            
            
            343,000
            
            
            -Common
                stock issued for deposit on common stock
            
            
            -
            
            
            50,000





*See
      notes to consolidated financial statements.*


F-5


**TRUE
      NORTH ENERGY CORPORATION**


**Statements
      of Changes in Stockholders’ Equity**





**Common Stock**
            
            **Additional**
              **Paid-in**
            
            **Accumulated**
            
            **Total**
              **Stockholders’****Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Equity**Balance,
                April 30, 2006
            
            
            60,100,000
            
            $
            6,010
            
            $
            481,654
            
            $
            (152,946
            )
            $
            334,718Issuance
                of common stock from deposit on stock purchase
            
            
            100,000
            
            
            10
            
            
            49,990
            
            
            -
            
            
            50,000Issuance
                of units consisting of one share of common stock and one
                warrant
            
            
            4,405,555
            
            
            441
            
            
            7,999,559
            
            
            -
            
            
            8,000,000Issuance
                of common stock at prices ranging from $0.77 to $3.11 per share in
                exchange for advisory board services
            
            
            57,145
            
            
            5
            
            
            101,459
            
            
            -
            
            
            101,464Restricted
                stock grants
            
            
            -
            
            
            -
            
            
            1,375,000
            
            
            -
            
            
            1,375,000Net
                loss for the year endedApril
                30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,069,110
            )
            
            (9,069,110
            )Balance,
                April 30, 2007
            
            
            64,662,700
            
            
            6,466
            
            
            10,007,662
            
            
            (9,222,056
            )
            
            792,072Issuance
                of common stock for oil and gas properties
            
            
            3,761,144
            
            
            376
            
            
            1,988,250
            
            
            -
            
            
            1,988,626Issuance
                of common stock to lenders
            
            
            1,839,130
            
            
            184
            
            
            328,468
            
            
            -
            
            
            328,652Issuance
                of common stock warrants to lenders and others
            
            
            -
            
            
            -
            
            
            909,508
            
            
            -
            
            
            909,508Issuance
                of common stock at prices ranging from $0.26 to $0.47 per share in
                exchange for advisory board services
            
            
            350,000
            
            
            35
            
            
            153,463
            
            
            -
            
            
            153,498Restricted
                stock grants
            
            
            403,784
            
            
            41
            
            
            119,791
            
            
            -
            
            
            119,832Stock
                compensation
            
            
            -
            
            
            -
            
            
            8,932,500
            
            
            -
            
            
            8,932,500Net
                loss for the year endedApril
                30, 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            (11,783,731
            )
            
            (11,783,731
            )Balance,
                April 30, 2008
            
            
            71,016,758
            
            $
            7,102
            
            $
            22,439,642
            
            $
            (21,005,787
            )
            $
            1,440,957





*See
      notes to consolidated financial statements.*




F-6





**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements**





**NOTE
      1 - NATURE AND CONTINUANCE OF OPERATIONS**





*Organization*


True
      North Energy Corporation (the “Company” or “True North”), formerly Ameriprint
      International, Ltd. (“Ameriprint”), was incorporated in the state of Nevada in
      April 2004. True North is engaged in the acquisition, exploration, development
      and production of oil and gas properties in the United States.





Ameriprint
      provided printing, advertising and graphic design services to commercial
      customers. During January 2006 Ameriprint underwent a change of control and
      operation of its prior business activities was discontinued. Immediately
      thereafter, Ameriprint was renamed True North and commenced operation as an
      independent oil and gas entity.





*Going
      Concern*


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





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





**NOTE
      2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





These
      financial statements have been prepared on a consistent basis in accordance
      with
      accounting principles generally accepted in the United States of America and
      the
      rules of the Securities and Exchange Commission. 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.





F-7


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





*Use
      of Estimates*


The
      preparation of these financial statements 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 amount of revenues and expenses during the reporting
      period. Actual results could vary from those estimates.





*Cash
      and Cash Equivalents*


The
      Company considers all highly liquid instruments with maturities of three months
      or less at the time of issuance to be cash equivalents.




*Accounts
      Receivable*


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.





*Financial
      Instruments*


The
      fair
      values of cash and cash equivalents, accounts receivable, notes receivable,
      accounts payable and accrued liabilities approximate their carrying values
      due to the short-term nature of these financial instruments.





*Concentrations
      of Credit Risk*


Financial
      instruments that potentially subject True North to concentration of credit
      risk
      consist of cash and cash equivalents. As of April 30, 2008, the Company had
      cash
      balances approximating $128,000 in excess of federally insured limits. True
      North’s cash balances are maintained in bank accounts at large, high-quality
      financial institutions. Accordingly, management believes that the credit risk
      associated with its bank deposits is minimal.





*Oil
      and Gas Properties*


True
      North uses the successful efforts method of accounting for its oil and gas
      activities. Costs to acquire mineral interests in oil and gas properties, to
      drill and equip exploratory wells that find proved reserves, and to drill and
      equip development wells and related asset retirement costs are capitalized.
      Exploration costs, including geological and geophysical expenses, exploratory
      dry holes and delay rentals, are charged to expense as incurred.





Unproved
      oil and gas properties that are individually significant are periodically
      assessed for impairment of value, and a loss is recognized at the time of the
      impairment by providing an allowance. Capitalized costs associated with oil
      and
      gas properties, after consideration of estimated residual values, are
      depreciated and depleted on a unit-of-production basis over the remaining life
      of proved developed reserves on a field basis.





F-8


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





*Asset
      Retirement Obligations*


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.





*Property
      and Equipment*


Property
      and equipment are valued at cost. Additions are capitalized and depreciated
      using the straight-line method over estimated useful lives ranging from three
      to
      five years. Maintenance and repairs are charged to expense as
      incurred.





*Long-Lived
      Assets*


The
      carrying value of long-lived and intangible assets is reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying amount
      may not be recoverable. Impairment is recognized if the sum of expected
      undiscounted future cash flows is less than the carrying amount of the asset.
      Impairment losses, if any, are measured as the excess of the carrying amount
      of
      the asset over its estimated fair value.





*Revenue
      Recognition*


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, if any, that result from its normal operations using the sales
      method, under which the Company recognizes its revenues on all production
      delivered to the purchaser. There were no gas imbalances as of April 30,
      2008.





*Stock-Based
      Compensation*


The
      Company accounts for stock-based compensation in accordance with Statement
      of
      Financial Accounting Standards No. 123(R), “Share-Based Payment.” In accordance
      with SFAS 123(R), stock-based compensation includes compensation expense for
      all
      share-based payments based on the grant date fair value. Such compensation
      expense is recognized over the related service period or immediately if
      the instruments vest immediately.





The
      Company accounts for stock-based compensation issued to non-employees in
      accordance with the provisions of SFAS 123(R) and EITF No. 96-18, “Accounting
      for Equity Investments That Are Issued to Non-Employees for Acquiring, or in
      Conjunction with Selling Goods or Services.” For expense purposes, the value of
      common stock issued to non-employees is determined based on the fair value
      of
      the services received or the fair value of the equity instruments issued,
      whichever value is more reliably measurable.





*Income
      Taxes*


The
      Company records a provision for income taxes using the “liability” method as
      prescribed by FAS No. 109, “Accounting for Income Taxes.” Deferred tax assets
      and liabilities are included in the financial statements at currently enacted
      income tax rates applicable to the period in which the deferred tax assets
      and
      liabilities are expected to be realized or settled. As changes in tax laws
      or
      rates are enacted, deferred tax assets and liabilities are adjusted through
      the
      provision for income taxes. A valuation allowance is established when necessary
      to reduce deferred tax assets to the amount expected to be
      realized.




F-9




**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





*Loss
      per Share*


Loss
      per
      share is computed in accordance with FAS No. 128, “Earnings per Share.” FAS 128
      requires presentation of both basic and diluted earnings per share (“EPS”) on
      the face of the income statement. Basic EPS is computed by dividing net loss
      available to common shareholders (numerator) by the weighted-average number
      of
      shares outstanding during the period (denominator).





Diluted
      EPS gives effect to all dilutive potential common shares outstanding during
      the
      period using the treasury stock method and convertible preferred stock using
      the
      if-converted method. In computing diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants.





Diluted
      EPS excludes all dilutive potential shares if their effect is anti-dilutive.
      Common stock warrants were not included in the calculation of diluted EPS as
      the
      effect was antidilutive.





*Reclassifications*


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





*New
      Accounting Pronouncements*


True
      North does not expect the adoption of recently issued accounting pronouncements
      to have a significant impact on its results of operations, financial position
      or
      cash flows.





**NOTE
      3 – OIL AND GAS PROPERTIES**





The
      Company is engaged in oil and gas exploration activities in Alaska, Colorado
      and
      Texas. During the year ended April 30, 2007, True North expended approximately
      $6.5 million for property acquisitions and drilling costs of which approximately
      $6.2 million was expensed as dry hole costs.





*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 of which
      approximately $107,000 remains payable) and 1,832,769 shares of the Company’s
      common stock valued at approximately $1,064,000. 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.




F-10


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**




*Prime
      Transaction*


On
      September 19, 2007, the Company acquired certain oil and gas properties and
      related assets (the “Prime Assets”) 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 Prime Assets 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 Prime Assets been consummated
      as
      of that time, nor is it intended to be a projection of future
      results.





**Years Ended April 30,****2008**
            
            **2007**Revenues
            
            $
            2,484,041
            
            $
            3,011,670Net
                loss
            
            $
            (11,087,665
            )
            $
            (8,937,948
            )Loss
                per share – basic and diluted
            
            $
            (0.16
            )
            $
            (0.14
            )





*Savant
      Agreement*


On
      November 6, 2007 the Company 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 the
      Company's North Slope Alaskan interests. Under the Pooling Agreement, True
      North
      and Savant agreed to 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 planned to be drilled to a depth of 11,000 feet
      in
      order to test the Kemik formation. True North was unable to raise its share
      of
      the test well drilling costs in time, which would have resulted in it 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, True North entered into an Acreage Contribution Contract
      (the
“Contract”) with Savant, pursuant to which it 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 True North to potentially earn
      a
      working interest of up to 2% in the future production unit if the test well
      was
      successful. Savant and its partners commenced drilling the test well in March
      2008 and completed drilling in April 2008 upon reaching a depth of 10,686 feet.
      At such time, Savant decided to plug and abandon the test well as it did not
      result in a commercial discovery of crude oil or natural gas reserves. The
      entire cost, expense, risk of drilling, production testing, plugging and
      abandoning of the test well was borne by Savant and its drilling partners.
      Savant has met all of the requirements under the Contract. Accordingly, the
      Company is in the process of assigning part of one of its North Slope leases
      (approximately 90 acres) as contribution acreage to Savant. True North
      anticipates that the assignment will be completed by the end of 2008. The
      Company continues to hold a 100% working interest in its remaining North Slope
      acreage (approximately 9,910 acres).




F-11


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





*Failed
      Acquisition*


During
      the year ended April 30, 2008, the Company entered into an agreement to acquire
      certain oil and gas properties located in Wyoming. True North was unable to
      raise the financing required to close the contemplated transaction and the
      agreement expired under its own terms. Direct acquisition costs totaling
      approximately $402,000 related to this potential acquisition were written off
      upon expiration of the related agreement.




**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 “ Convertible Notes”).
      Proceeds of the Convertible Notes, which bear interest at the rate of 8% per
      annum, were received in two equal installments during April and May 2007.
      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 Convertible Notes originally was payable semi-annually beginning
      the first day of the first month following 180 days from the respective dates
      of
      the Convertible Notes.





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 Convertible 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 approximately $126,000 and a
      relative fair value of approximately $100,000. 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 $26,000 during the year
      ended April 30, 2008.




F-12


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**




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 determined to not be 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 Prime Assets 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.





*Secured
      Notes*


The
      Company financed the purchase of the Prime Assets 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 the greater of  $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.




F-13


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





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 of $200,000 was estimated using the discounted cash flow method and
      recorded as a discount to the Secured Notes. The Company’s basis in the Prime
      Assets was reduced by a like amount.





On
      March
      31, 2008 the Purchasers made an additional advance to us in the aggregate amount
      of $425,000. The September 18, 2007 and March 31, 2008 advances are now
      evidenced by amended notes in the aggregate principal amount of $3,931,883.
      In
      consideration of the March 31, 2008 advance we paid certain fees and expenses
      approximating $34,000 to the Purchasers and affiliated parties and issued an
      aggregate of 1,739,130 shares of our restricted common stock to the Purchasers.





The
      aggregate debt discount resulting from the issuance of the warrants, common
      stock 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 $257,000 during the year ended April 30,
      2008.




The
      Company incurred aggregate transaction costs of approximately $754,000 in
      connection with the September and March issuances 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.





F-14


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





The
      Company’s borrowing activity is summarized below:





**Balance**
              **as of**
              **April 30, 2007**
            
            **Increases**
            
            **Decreases**
            
            **Balance**
              **as of**
              **April 30, 2008**Insurance
                notes payable
            
            $
            196,656
            
            $
            -
            
            $
            (196,656
            )
            $
            -Convertible
                Notes
            
            
            250,000
            
            
            250,000
            
            
            -
            
            
            500,000Bridge
                Notes
            
            
            -
            
            
            250,000
            
            
            (250,000
            )
            
            -Secured
                Notes
            
            
            -
            
            
            4,175,000
            
            
            (261,917
            )
            
            3,913,083446,656
            
            
            4,675,000
            
            
            (708,573
            )
            
            4,413,083Debt
                discount
            
            
            -
            
            
            (1,277,276
            )
            
            283,148
            
            
            (994,128
            )Carrying
                value of debt
            
            $
            446,656
            
            $
            3,397,724
            
            $
            (425,425
            )
            $
            3,418,955Total
                notes payable
            
            
            
            
            
            
            
            
            
            
            $
            3,418,955Less
                current portion
            
            
            
            
            
            
            
            
            
            
            
            (711,121
            )Long-term
                notes payable
            
            
            
            
            
            
            
            
            
            
            $
            2,707,834





Future
      maturities of long-term debt are as of follows as of April 30,
      2008:





Year
                Ending April 30:2009
            
            $
            1,200,0002010
            
            
            1,510,0002011
            
            
            2,839,4672012
                and thereafter
            
            
            -5,549,467Less:
                interest
            
            
            (1,136,384
            )$
            4,413,083





**NOTE
      5 – STOCK-BASED COMPENSATION**





During
      the year ended April 30, 2007 True North entered into an employment agreement
      with its chief executive officer. Pursuant thereto, that individual was granted
      five million shares of the Company’s restricted stock issuable ratably at the
      end of each annual service period. Stock-based compensation expense related
      to
      this restricted stock grant included in compensation and benefits in the
      accompanying statement of operations totaled $1.4 million during the year ended
      April 30, 2007.





The
      employment agreement was amended in May 2007 to, among other things, reflect
      the
      voluntary revocation of the restricted stock grant. Contemporaneously therewith,
      True North’s chief executive officer purchased 15.5 million shares of the
      Company’s common stock from True North’s principal shareholder. True North
      recognized stock-based compensation expense of approximately $8.9 million during
      May 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.




F-15




**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





True
      North also recognized stock-based compensation expenses approximating $164,000
      and $263,000 during the years ended April 30, 2008 and 2007 related to services
      provided by members of the Company’s advisory board and other third parties.
      Stock compensation payable as of April 30, 2008 includes stock compensation
      expenses associated with 142,760 shares earned through April 30, 2008 that
      are
      not issuable by the Company until October 2008.





**NOTE
      6 – COMMON STOCK**





During
      the year ended April 30, 2007, the Company sold a total of 4,405,555 units
      to
      several purchasers in reliance on Regulation S of the Securities Act of 1933,
      as
      amended. Each unit consisted of one share of the Company’s common stock and one
      common stock purchase warrant exercisable for the purchase of an additional
      share of common stock. Each common stock purchase warrant is exercisable for
      a
      period of three years.





The
      following table summarizes the Company’s sales of units during the year ended
      April 30, 2007:





**Warrant**
            
            **Relative Fair Value****Date**
            
            **Number**
              **Of Units**
            
            **Price**
              **Per Unit**
            
            **Total Proceeds**
            
            **Exercise**
              **Price**
            
            **Common**
              **Stock**
            
            **C/S Purchase**
              **Warrants**May
                9, 2006
            
            
            1,250,000
            
            $
            .80
            
            $
            1,000,000
            
            $
            1.60
            
            $
            618,000
            
            $
            382,000July
                27, 2006
            
            
            650,000
            
            
            1.00
            
            
            650,000
            
            
            1.70
            
            
            381,000
            
            
            269,000August
                11, 2006
            
            
            350,000
            
            
            1.00
            
            
            350,000
            
            
            1.70
            
            
            198,000
            
            
            152,000August
                28, 2006
            
            
            555,555
            
            
            3.60
            
            
            2,000,000
            
            
            5.00
            
            
            1,198,000
            
            
            802,000October
                2, 2006
            
            
            400,000
            
            
            2.50
            
            
            1,000,000
            
            
            3.50
            
            
            580,000
            
            
            420,000November
                13, 2006
            
            
            400,000
            
            
            2.50
            
            
            1,000,000
            
            
            3.50
            
            
            580,000
            
            
            420,000January
                24, 2007
            
            
            800,000
            
            
            2.50
            
            
            2,000,000
            
            
            3.50
            
            
            1,179,000
            
            
            821,000Total
            
            
            4,405,555
            
            
            
            
            $
            8,000,000
            
            
            
            
            $
            4,734,000
            
            $
            3,266,000





The
      Company also issued 100,000 shares of its common stock during the year ended
      April 30, 2007 related to a fiscal year 2006 deposit of $50,000 to purchase
      the
      Company’s common stock.




**NOTE
      7 – 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.





F-16


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





During
      the year ended April 30, 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. A summary of warrant activity is as follows:





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





The
      range
      of warrant prices for shares under warrants and the weighted-average remaining
      contractual life as of April 30, 2008 is as follows:





**Warrants Outstanding and Exercisable****Range of Warrant Exercise Price**
            
            **Number of**
              **Warrants**
            
            **Weighted-**
              **Average**
              **Exercise**
              **Price**
            
            **Weighted-**
              **Average**
              **Remaining****Life**Less
                than $1.00
            
            
            2,253,126
            
            $
            0.48
            
            
            4.4$1.00
                to $2.00
            
            
            2,730,579
            
            
            1.61
            
            
            1.3More
                than $2.00
            
            
            2,155,555
            
            
            3.89
            
            
            1.5Outstanding
                at April 30, 2008
            
            
            7,139,260





**NOTE
      8 – INCOME TAXES**





True
      North incurred net losses during each of the years ended April 30, 2008 and
      2007. As a result, the Company has no current tax liability. The Company’s net
      deferred tax assets, which consist principally of tax loss carryforwards, have
      been fully reserved as of April 30, 2008. The Company’s net operating loss
      carryforward approximated $12.0 million and $9.2 million as of April 30, 2008
      and 2007, respectively, and will expire in the years 2024 through
      2028.





F-17


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





True
      North’s deferred tax assets consisted of the following as of April 30,
      2008:





**Deferred
                Tax Assets**
            
            **2008**
            
            **2007**Net
                operating loss carryforwards
            
            $
            4,093,859
            
            $
            3,130,623Oil
                and gas properties
            
            
            6,215
            
            
            -Property
                and equipment
            
            
            (22
            )
            
            68Gross
                deferred tax assets
            
            
            4,100,052
            
            
            3,130,691Valuation
                allowance
            
            
            (4,100,052
            )
            
            (3,130,691
            )Net
                deferred tax assets
            
            $
            -
            
            $
            -





**NOTE
      9 – COMMITMENTS**





True
      North pays $300 per month associated with the month-to-month lease of virtual
      office space in Houston, Texas. True North also subleases office space at a
      monthly cost of $850 in The Woodlands, Texas. This space is utilized for the
      Company’s administrative needs including, but not limited to, its banking, oil
      and gas operations, and public company filing requirements. This sublease
      expires on July 31, 2008 and is renewable thereafter for additional six-month
      terms. True North also subleases office space in Golden, Colorado pursuant
      to a lease that expires December 31, 2008. The rental charge associated with
      this lease, which is used in conjunction with True North’s recently acquired
      Colorado leases, is $2,500 per month.





**NOTE
      10 – RELATED PARTY TRANSACTIONS**





During
      the year ended April 30, 2008, the Company retained the services of a law firm
      for which a partner is a member of the Company’s advisory board. Legal fees paid
      to that firm totaled approximately $256,000, substantially all of which related
      to costs incurred in connection with the acquisition of the Prime Assets.
      Additionally, during each of the years ended April 30, 2008 and 2007, the
      Company retained the services of a firm that provides technical consulting
      services to the oil and gas industry. A partner of that firm serves as a member
      of the Company’s advisory board. Fees for the technical and advisory services
      provided by the aforementioned firm approximated $8,000 and $30,000 during
      the
      years ended April 30, 2008 and 2007, respectively.





F-18


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





**NOTE
      11 – Supplemental Oil and Gas Information (** ***Unaudited*** **)**





The
      following disclosures provide unaudited information required by SFAS No. 69,
      “ *Disclosures
      about Oil and Gas Producing Activities.”*





*Costs
      Incurred*





Costs
      incurred in oil and gas property acquisition, exploration and development
      activities are summarized below for the year-ended April 30, 2008 and
      2007:





**2008**
            
            **2007**Property
                acquisition costs:Proved
            
            $
            3,482,558
            
            $
            -Unproved
            
            
            1,868,926
            
            
            311,626Exploration
                costs
            
            
            314,598
            
            
            6,473,608Development
                costs (asset retirement obligations)
            
            
            50,000
            
            
            -Total
                costs incurred
            
            $
            5,716,082
            
            $
            6,785,234





*Estimated
      Quantities of Oil and Natural Gas Reserves*





The
      following estimates of net proved oil and natural gas reserves of the Properties
      located entirely within the United States of America are based on evaluations
      prepared by third-party reservoir engineers. Reserves were estimated in
      accordance with guidelines established by the SEC and the Financial Accounting
      Standards Board (“FASB”), which require that reserve estimates be prepared under
      existing economic and operating conditions with no provisions for price and
      cost
      changes except by contractual arrangements. Reserve estimates are inherently
      imprecise and estimates of new discoveries are more imprecise than those of
      producing oil and gas properties. Accordingly, reserve estimates are expected
      to
      change as additional performance data becomes available. All of the Company's
      oil and natural gas producing activities are located in the United States of
      America.





A
      determination of proven reserves as of September 19, 2007 was not prepared.
      The
      information presented below for the purchase of reserves in place was determined
      by adjusting the April 30, 2007 proved reserves for the actual production
      activity to determine what the proved reserves would have been as of September
      19, 2007.




F-19


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





Estimated
      quantities of proved domestic oil and gas reserves and changes in quantities
      of
      proved developed reserves for each of the years were as follows:





**Oil (Bbls)**
            
            **Gas (Mcf)**Total
                proved reserves – April 30, 2006
            
            
            -
            
            
            -Purchases
                of reserves in-place
            
            
            -
            
            
            -Production
            
            
            -
            
            
            -Extensions
                and discoveries
            
            
            -
            
            
            -Sales
                of reserves in place
            
            
            -
            
            
            -Revisions
                of previous estimates
            
            
            -
            
            
            -Total
                proved reserves – April 30, 2007
            
            
            -
            
            
            -Purchases
                of reserves in-place
            
            
            9,251
            
            
            646,266Production
            
            
            (1,649
            )
            
            (133,147
            )Extensions
                and discoveries
            
            
            -
            
            
            -Sales
                of reserves in place
            
            
            -
            
            
            -Revisions
                of previous estimates
            
            
            805
            
            
            (12,120
            )Total
                proved reserves – April 30, 2008
            
            
            8,407
            
            
            500,999Proved
                developed reservesApril
                30, 2007
            
            
            -
            
            
            -April
                30, 2008
            
            
            8,407
            
            
            500,999





*Standardized
      Measure of Discounted Future Net Cash Flows*





The
      standardized measure is the estimated excess future cash flows from proved
      reserves less estimated future production and development costs, estimated
      plugging and abandonment costs, and a discount factor. Future cash inflows
      represent expected revenues from production of period-end quantities of proved
      reserves based on April 30, or year-end prices, and any fixed and determinable
      future price changes provided by contractual arrangements in existence at year
      end. Price changes based on inflation, federal regulatory changes and supply
      and
      demand are not considered. Average prices used in computing year-end April
      30,
      2008 future cash flows were $113.14 per barrel for oil and $11.51 per Mcf for
      natural gas. Estimated future production costs related to period-end reserves
      are based on April 30 (year-end) costs. Such costs include, but are not limited
      to, production taxes and direct operating costs. Inflation and other
      anticipatory costs are not considered until the actual cost change takes effect.
      A discount rate of 10% is applied to the annual future net cash
      flows.





F-20


**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements – Continued**





The
      standardized measure of discounted future net cash flows relating to the
      Properties' proved oil and gas reserves for the years ended April 30 are shown
      below:





**2008**
            
            **2007**Future
                cash inflows
            
            $
            6,748,200
            
            $
            -Future
                operating expenses
            
            
            (1,741,700
            )
            
            -Future
                development costs
            
            
            (54,622
            )
            
            -Future
                income tax expense
            
            
            -
            
            
            -10%
                annual discount for estimating timing of cash flow
            
            
            (877,900
            )
            
            -Standardized
                measure of discounted future net cash flows
            
            $
            4,073,978
            
            $
            -





*Changes
      in Standardized Measure*





Changes
      in the standardized measure of discounted future net cash flows relating to
      proved oil and gas reserve for the years ended April 30 are summarized
      below: ****





**2008**
            
            **2007**Changes
                due to current-year operations:Sale
                of oil and gas, net of operating expenses
            
            $
            (692,308
            )
            $
            -Extensions
                and discoveries
            
            
            -
            
            
            -Development
                costs incurred
            
            
            -
            
            
            -Purchase
                of oil and gas properties
            
            
            2,992,517
            
            
            -Changes
                due to revisions in standardized variablesPrices
                and operating expenses
            
            
            1,998,337
            
            
            -Income
                taxes
            
            
            -
            
            
            -Estimated
                future development costs
            
            
            -
            
            
            -Revision
                of quantities
            
            
            (13,703
            )
            
            -Sales
                of reserves in place
            
            
            -
            
            
            -Accretion
                of discount
            
            
            187,032
            
            
            -Production
                rates, timing and other
            
            
            (397,897
            )
            
            -Net
                changes
            
            
            4,073,978
            
            
            -Beginning
                of year
            
            
            -
            
            
            -End
                of year
            
            $
            4,073,978
            
            $
            -





F-21