**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, 2007


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 $0.00001 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: $-0-





As
      of
      July 19, 2007, there were 66,495,469 shares of the issuer's common stock, par
      value $0.00001, issued and outstanding. Of these, 31,745,469 shares are held
      by
      non-affiliates of the issuer. The market value of securities held by
      non-affiliates is approximately $15,555,229 based on the closing price of $0.49
      for the issuer's common stock on July 19, 2007.





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
              1PART
                  I
              21.
              Description
                  Of Business
              22.
              Description
                  Of Property
              173.
              Legal
                  Proceedings
              184.
              Submission
                  Of Matters To A Vote Of Security Holders
              18PART
                  II
              185.
              Market
                  For Common Equity, Related Stockholder Matters And Small Business
                  Issuer
                  Purchases Of Equity Securities
              186.
              Plan
                  Of Operation
              217.
              Financial
                  Statements
              258.
              Changes
                  In And Disagreements With Accountants On Accounting, And Financial
                  Disclosure
              268A.
              Controls
                  And Procedures
              288B.
              Other
                  Information
              28PART
                  III
              299.
              Directors,
                  Executive Officers, Promoters And Control Persons and Corporate
                  Governance; Compliance With Section 16(a) Of The Exchange
                  Act
              2910.
              Executive
                  Compensation
              3211.
              Security
                  Ownership Of Certain Beneficial Owners And Management And Related
                  Stockholder Matters
              3412.
              Certain
                  Relationships And Related Transactions and Director
                  Independence
              3513.
              Exhibits
              3514.
              Principal
                  Accountant Fees And Services
              40


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 Energy,” “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.




1




**PART
      I**





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





**General**





Oil
      and Gas Operations





We
      are
      presently engaged in the acquisition, exploration, development and production
      of
      oil and gas properties in the United States. We are in the exploration stage,
      have no developed reserves or production, and have 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.





Our
      principal 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 leases have been registered in our name. The Cook
      Inlet leases are presently registered in the name of Massimiliano Pozzoni but
      are in the process of being re-registered in our name. We expect this process
      to
      be completed within the next 90 days. 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 83.33334% 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.





On
      November 22, 2006 we executed a Letter Agreement with Savant Alaska LLC (the
      “Savant Agreement”). Savant Alaska LLC (“Savant”) holds leases for the
      exploration and production of oil and natural gas in an area of Alaska that
      is
      contiguous to certain of our Alaskan interests. Savant presently plans to
      commence drilling of a test well at its Kupcake Prospect during the first half
      of 2008. Under the terms of the Savant Agreement, we will jointly drill the
      test
      well. Working interests within the pooled area will approximate 91.5% for Savant
      and 8.5% for us. Net revenue interests will be equalized at 78.33%. Savant
      will
      be the operator of the pooled area. The dry hole cost of the test well is
      estimated to approximate $13.4 million. Should the test well be prospective,
      there is a requirement for additional testing. The testing cost is expected
      to
      approximate $2.2 million. Our share of the dry hole cost is estimated to be
      approximately $1.1 million and our share of the testing cost is expected to
      approximate $200,000. These costs may decrease as the operator is actively
      pursuing additional partners for the project.




2





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 $6,265,000 in
      connection with our participation in such drilling. 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”).





In
      June
      2007 we acquired certain oil and gas interests and properties in northwest
      Colorado in an area covering more than 17,000 acres. At the time of acquisition,
      these oil and gas interests had no production. We hold a 100% working interest
      in the leases comprising part of the acquired assets. We are currently refining
      our development plans for the area and expect to start seismic work during
      the
      second half of 2008. The purchase price for the interests and properties was
      approximately $1,036,000 or sixty dollars per acre, together with an overriding
      royalty of 1 to 3% 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 $690,523 in shares of our restricted common
      stock valued at the market close on June 21, 2007, less a 35% discount. Pursuant
      thereto, on July 6, 2007 we issued 1,832,769 shares of common stock to the
      seller. In January 2007 we had loaned $180,000 to the seller. 5% interest was
      due on the loan until paid. The loan, together with all interest due thereon,
      was paid in full at the closing of the acquisition.





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. In consideration of the services being
      provided, each Advisor is entitled to receive the following:




3




·
              50,000
                  shares of our restricted common stock payable at the end of each
                  12 month
                  period 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. In connection
                  with the quarter ended October 31, 2006 the quarterly fee was prorated
                  and
                  each Advisor received 1,429 shares; 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.




If
      the
      engagement is terminated by an Advisor for any reason prior to the first
      anniversary of the engagement date, such Advisor shall be entitled to be paid
      an
      amount equal to all reimbursable expenses the Advisor has incurred in providing
      services prior to the termination date, and all quarterly fees payable and
      earned by the Advisor with respect to the advisory services rendered prior
      to
      the date of termination, based on the days of service from the end of the
      previous quarter for which such Advisor received quarterly fees to the date
      of
      termination.




If
      we
      terminate an Advisor’s engagement for any reason prior to the first anniversary
      of the date of engagement, the 50,000 restricted shares issuable to Advisor
      shall be otherwise issuable to Advisor on the first anniversary date on a
      prorated basis based on the months of service from the start of the engagement
      to the date of termination. Furthermore, in such event the quarterly fees
      otherwise payable to Advisor shall be paid to Advisor on prorated basis based
      on
      the days of service from the end of the previous quarter for which Advisor
      received quarterly fees to the date of termination.





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 26 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.




4





*George
      Lindahl III*





Mr.
      Lindahl is a Managing Partner in Sandefer Capital Partners located in Houston,
      Texas. 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 is currently serving as a Board
      Member of the Houston Producer’s Forum, Houston Museum of Natural Science, Texas
      Business Hall of Fame, and as a Chairman of the Board of the Lead Now
      Ministries. 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.





*J.
      Lanier Yeates*





Mr.
      Yeates is the Houston partner of the Gordon Arata McCollam & Eagan Law Firm.
      Mr. Yeates 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-Elect of the Board of Directors of the
      LSU
      Foundation and President 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.





5


*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.




*Neville
      W. Patterson*





Mr.
      Patterson is presently the President of W.A. Fritze (North America) Inc., a
      privately held wine and spirits trading company. The company’s main business
      activities are conducted in North America, Europe, Argentina and South Africa.
      Mr. Patterson has thirty-three years of international corporate and
      entrepreneurial experience spanning four continents. Since 1974, Mr. Patterson
      has served in various senior corporate finance and treasury positions, both
      overseas and in North America, with Mobil Oil, Turbo Resources, Unilever and
      Wiggens Teape (formerly a subsidiary of British American Tobacco). Mr. Patterson
      has gained extensive experience and knowledge of the operations of various
      offshore financial markets, including “The Baltic Exchange,” the world’s premier
      marketplace for the ocean going oil tankers.




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 bears interest at the rate of 8% per annum. Subject to prior conversion
      or acceleration, the principal balance of the Note is due in a single payment
      on
      March 30, 2010. Interest is 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,
      which have yet to be issued, will 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
      will
      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 will be entitled to purchase upon exercise
      of the Warrants will be calculated by dividing the principal amount of the
      Note
      by the Average Price. Fractional shares resulting from the calculation will
      be
      rounded up to the next whole share. The exercise price of the Warrants will
      be
      equal to 140% of the Average Price.




6





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 have yet to file the amended Articles
      of Incorporation but intend to do so in the near future.





**Principal
      Products and Services**





We
      are in
      the exploration stage and do not currently offer any products or services for
      sale. If, after exploration and drilling, we determine that there are commercial
      quantities of oil
      and natural
      gas on our properties, we plan to produce the oil and natural gas and sell
      it at
      the wellhead.





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 commercial quantities of oil and
      natural gas, we will not have any 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.




7





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.





**Patents,
      Trademarks & 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. 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
      & 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 majority shareholder, serves as our Secretary, Treasurer and
      Principal Financial Officer.




8





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.





**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 Business**





*We
      are a development stage company with 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
      are an
      exploration stage company and have minimal oil and gas operations. We entered
      the oil and gas exploration and production business in January 2006 and have
      yet
      to generate any 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 proposed 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.




9





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.





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 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.




10





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.





*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.




11





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.





**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
      proposed operations will be 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 will be 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.





12




*Estimates
      of oil reserves that we make may be inaccurate, which could have a material
      adverse effect on us.*





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.





*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.




13





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





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.




14




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.





*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 the common stock, and would likely reduce the market price of
      the
      common stock and hamper our ability to raise additional capital.




15




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;
 ·
              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.




16





*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.





**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, 2007 and is renewable thereafter for additional six-month terms.
      We
      also sublease office space in Golden, Colorado on a month-to-month basis. The
      rental charge associated with this lease, which is used in conjunction with
      our
      recently acquired Colorado leases, is $1,500 per month. We believe that our
      property leases are suitable for our current and projected needs.




17





**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.





**PART
      II**





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





**Market
      Information**





"Bid"
      and
      "asked" offers for our common stock are listed on the Over-The-Counter Bulletin
      Board (the "OTCBB"). The trading symbol for our common stock was "AMPI" and
      was
      changed to "TNEN" in connection with our name change that took effect on March
      28, 2006. Our common stock began trading on April 18, 2005.





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(1)
              
              Low
                  Bid(1)April
                  30, 2007
              
              $
              2.67
              
              $
              0.63January
                  31, 2007
              
              $
              3.82
              
              $
              1.48October
                  31, 2006
              
              $
              6.02
              
              $
              1.90July
                  31, 2006
              
              $
              2.15
              
              $
              1.05April
                  30, 2006
              
              $
              1.05
              
              $
              1.00January
                  31, 2006
              
              $
              0.22
              
              $
              0.05October
                  31, 2005
              
              $
              0.05
              
              $
              0.05July
                  31, 2005
              
              $
              0.05
              
              $
              0.02April
                  30, 2005
              
              $
              0.02
              
              $
              0.02




18





(1)  All
      quotations prior to April 18, 2006 give retroactive effect to a 5-to-1 forward
      stock split which was effected on April 18, 2006.





As
      of
      July 17, 2007, 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.





**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
      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. We received $250,000 related to this note
      issuance during April 2007 and the remaining $250,000 during May
      2007.





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.





19




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.





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.





20




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.





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.





In
      April
      2004 we issued 25 million shares of our common stock to Kevin Moe in
      consideration of $50. The sale of the shares to Mr. Moe 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 are in the development stage as an oil and gas exploration
      company and are presently engaged in oil and gas activities in Alaska and
      Colorado. During the year ended April 30, 2007 we also participated in oil
      and
      gas exploration activities in Louisiana and Texas.




We
      generated no revenues during the fiscal year ended April 30, 2007. Our ability
      to develop and maintain a meaningful level of revenues from operations is
      dependent on our ability to successfully drill exploration and production wells
      and complete producing property acquisitions. At the present time, we have
      no
      developed properties and no production.




21





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




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





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





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





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




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




22





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





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





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





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




•
              identify
                  available transactions;
 •
              quickly
                  evaluate which transactions are most promising;
                  and
 •
              negotiate
                  creative transaction
                  structures.




Presently
      our staff consists of our two executive officers, John Folnovic and Massimiliano
      Pozzoni. We do not expect significant changes in our number of employees during
      the next twelve months.





We
      intend
      to outsource certain technical and administrative functions on an as-needed
      basis in order to conduct our operating activities. Our management team will
      select and hire these contractors and manage and evaluate their work
      performance.





**Business
      Strategy**





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





After
      examining the fundamentals of the North American energy market over the last
      year, we began positioning ourselves to pursue the strategies described above
      based on the following beliefs about the energy industry:





•
            production
                depletion rates in North America will
                accelerate;




23




•
            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.




These
      trends are becoming evident today. We believe that natural gas production will
      likely follow a similar bell-shaped curve of ramping up to a historic peak
      for
      conventional production (1970 for oil, 2001 for natural gas) and then slowly
      but
      steadily begin to decline thereafter. The major oil and gas companies have
      de-emphasized their search for new reserves in North America. As a result of
      the
      increased depletion rates and reduced discovery efforts, North American
      production has declined by one-third of previous levels. It also is becoming
      clear that the independent exploration and production companies will not be
      able
      to increase their own production enough to overcome the production declines
      of
      the major oil and gas companies.





We
      believe that emerging oil and gas companies, such as ours, can effectively
      position themselves to take advantage of this opportunity. To that end, we
      have
      adopted the following objectives:




·
              Lease
                  potentially significant productive acreage in under-explored, neglected,
                  but still highly productive basins such as the Cook Inlet and Beaufort
                  Sea
                  areas in Alaska;
 
 ·
              Lease
                  as much of the potentially productive natural gas acreage in
                  unconventional gas plays that we can
                  identify;
 
 ·
              Focus
                  exclusively onshore in North America (and away from geopolitical
                  unrest)
                  where we can benefit from the highly trained and experienced workforce,
                  large available seismic and well control database, and readily
                  available
                  drilling and production
                  technologies;
 
 ·
              Acquire
                  all of the existing conventional natural gas and oil production
                  and
                  reserves we can afford; and
 
 ·
              Engage
                  in low to medium risk exploration and development of oil and gas
                  reserves
                  with sophisticated, industry-leading
                  partners.




The
      second objective described above expands our strategic focus articulated last
      year.





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.




24





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





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





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




•
              Increasing
                  development of internally generated prospects and
                  opportunities;
 
 •
              Funding
                  prospects developed by proven
                  geoscientists;
 
 •
              Completing
                  negotiated acquisitions of proved
                  properties;
 
 •
              Maintaining
                  tight control of general and administrative and geological and
                  geophysical
                  costs by keeping employee levels low and outsourcing as much of
                  our
                  activities as possible;
 
 •
              Designing
                  creative deal structures to access acreage, seismic data, prospects
                  and
                  capital;
 
 •
              Arranging
                  necessary financing to execute the business plan;
                  and
 
 •
              Using
                  equity ownership incentives to align the interests of all our employees
                  and management with that of our
                  shareholders.




**Going
      Concern**





In
      its
      report dated July 25, 2007, our auditors, Malone and Bailey, PC expressed an
      opinion that there is substantial doubt about our ability to continue as a
      going
      concern. Our financial statements do not include any adjustments that may result
      from the outcome of this uncertainty. We have been in the exploration stage
      and
      have had no revenues since our inception. For the period from February 1, 2006
      (inception of the exploration stage) to April 30, 2007, we have accumulated
      a
      net loss of $9.1 million. Our continuation as a going concern is dependent
      upon
      future events, including our ability to raise additional capital and to generate
      positive cash flows.





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





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




25




**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
  ·
              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.


26





Manning
      Elliott LLP, Chartered Accountants, was our principal independent accountant
      for
      the fiscal years ended April 30, 2005 and 2004. On March 2, 2006, they resigned
      and we engaged Williams & Webster, P.S., Certified Public Accountants, as
      our principal independent accountant for the fiscal year ending April 30, 2006.
      The resignation of Manning Elliott LLP and appointment of Williams &
Webster, P.S. was approved by our board of directors.





The
      report of Manning Elliott LLP on our financial statements for the years ended
      April 30, 2005 and 2004 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 fiscal years ended April 30, 2005 and 2004
      and
      during the subsequent interim period through March 2, 2006, there were no
      disagreements between us and Manning Elliott LLP 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 Manning Elliott LLP to make reference to the subject matter of
      the
      disagreement in connection with their reports.





In
      connection with the audit of the fiscal years ended April 30, 2005 and 2004
      and
      during the subsequent interim period through March 2, 2006, Manning Elliott
      LLP
      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
 
 ·
              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.




27




Prior
      to
      the engagement of Williams & Webster, P.S. we had no consultations or
      discussions with Williams & Webster, P.S. 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 or financial
      statements. Further, prior to their engagement, we received no oral or written
      advice from Williams & Webster, P.S. of any kind.





**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.





**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, 2007 that have materially affected
      or are reasonably likely to materially affect our internal control over
      financial reporting.





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





Not
      applicable.




28





**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 20, 2007, 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
                andDirector
            
            51
            
            June
                1, 2006MassimilianoPozzoni
            
            Secretary,
                Treasurer, Chief Financial andAccounting
                Officer and Director
            
            31
            
            January
                27,2006




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; formerly Vice President and Chief Operating Officer of Dominion Energy
      Canada Ltd. and President and Chief Executive Officer of Sunmatrix Petroleum
      Corporation. Prior to that, Mr. Folnovic 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.




29


He
      held
      numerous technical, business, and operational assignments throughout Northern
      Canada. From 2003 through May 2006, Mr. Folnovic was a 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 of ours and as 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 2004 until January 18, 2007 Mr. Pozzoni served as an executive
      officer and as a Director for Falcon Natural Gas Corp., a U.S. public company
      engaged in oil and gas operations. From November 2003 to June 1, 2005, Mr.
      Pozzoni also 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 worked
      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.





There
      are
      no family relationships among our executive officers and directors.





**Employment
      Agreements**





Effective
      June 1, 2006 we entered into an Executive Employment Agreement with John
      Folnovic pursuant to which Mr. Folnovic is serving as our President and Chief
      Executive Officer. The Agreement was amended (the “Amendment”) effective June 1,
      2007 for an additional one year term. The Executive Employment Agreement, as
      amended, has a one year term and is renewable for up to three 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) expense reimbursement; (iii)
      the
      right to participate in all health insurance and 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.




30





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





The
      Executive Employment Agreement originally provided Mr. Folnovic with the right
      to receive 1 million shares of our common stock at the end of every year of
      service under the Executive Employment Agreement up to a maximum aggregate
      of 5
      million shares. In consideration of the Stock Purchase Agreement, Mr. Folnovic
      agreed to waive this right as set forth in the Amendment.





Massimiliano
      Pozzoni works for us pursuant to a verbal arrangement under which we pay Mr.
      Pozzoni $10,000 per month and reimburse his reasonable business
      expenses.





**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 no 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 an audit
      committee and other committees.




31





**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.





**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 is being filed as an exhibit to this
      report. 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, 2007 and 2006 to
      (i)
      all individuals that served as our chief executive officer or acted in a similar
      capacity for us at any time during the fiscal year ended April 30, 2007 and
      (ii)
      all individuals that served as executive officers of ours at any time during
      the
      fiscal year ended April 30, 2007 that received annual compensation during the
      fiscal year ended April 30, 2007 in excess of $100,000.





32




**Summary
      Compensation Table**





Name
                and
              Principal
              Position
            
            Year
            
            Salary ($)
            
            Bonus
              ($)
            
            Stock
              Awards
              ($)
            
            Option
              Awards
                ($)
            
            Non-
              Equity
              Incentive
              Plan
              Compen-
              sation
                ($)
            
            Change
                in
              Pension
              Value
              and
              Non-
              qualified
              Deferred
              Compen-
              sation
              Earnings
                ($)
            
            All
              Other
              Compen-
              sation
                ($)
            
            Total
              ($)(a)
            
            (b)
            
            (c)
            
            (d)
            
            (e)
            
            (f)
            
            (g)
            
            (h)
            
            (i)
            
            (j)John
                Folnovic,(1)
              Chief
              Executive
                Officer
            
            2007
              2006
            
            117,828
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0
            
            0
              0Massimiliano
              Pozzoni,
                Chief
              Financial
              Officer
            
            2007
              2006
            
            130,000
              30,000
            
            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, 2007 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.




33




**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 20, 2007 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 20, 2007. 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)
            
            28.95%John
                Folnovic
              2
                Allen Center
              1200
                Smith Street
              16thFloor
              Houston,
                TX 77002
            
            Common
                Stock, par
              value
                $0.0001 per share
            
            15,500,000
              Shares
            
            23.31%All
                officers and
              directors
                as a group (2
              persons)
            
            Common
                Stock, par
              value
                $0.0001 per share
            
            34,750,000
              Shares
            
            52.26%




(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 66,495,469 shares of common stock issued and outstanding on
                July 20,
                2007.




34




**Changes
      in Control**





Not
      Applicable.





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


**DIRECTOR
      INDEPENDENCE**





In
      April
      2004 we issued 25 million shares to Kevin Moe in connection with his founding
      of
      the Company. See Item 5. Recent Sales of Registered Securities.





Effective
      June 1, 2006 we entered into an Executive Employment Agreement with John
      Folnovic pursuant to which Mr. Folnovic is serving 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 10 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.





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


Financial
                  Statements
              
              PageReports
                  of Independent Registered Public Accounting Firms
              
              
              F-2Balance
                  Sheets as of April 30, 2007 and 2006
              
              
              F-4Statements
                  of Operations for the years ended April 30, 2007 and 2006, and
                  for
                  theperiod
                  from February 1, 2006 (Inception) to April 30, 2007
              
              
              F-5Statements
                  of Cash Flows for the years ended April 30, 2007 and 2006 and for
                  theperiod
                  from February 1, 2006 (Inception) to April 30, 2007
              
              
              F-6Statements
                  of Changes in Stockholders’ Equity for the years ended April 30, 2006 and
                  2007
              
              
              F-7Notes
                  to Financial Statements
              
              
              F-8




35




**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.
 
 **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 of Articles of Incorporation
                    (2)3.4
                
                Appendix
                    A
                
                Form
                    of Certificate of Amendment of Articles of Incorporation
                    (3)4.1
                
                4.1
                
                $500,000
                    Convertible Promissory Note of Registrant dated March 30, 2007
                    (4)10.1
                
                10.1
                
                Asset
                    Purchase Agreement, dated January 23, 2006 among Registrant,
                    Massimiliano
                    Pozzoni and Kevin Moe (5)
  36
  **Exhibit
                    No.**
                
                **SEC
                    Report**
                  **Reference
                    No.**
                
                **Description**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)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)
 
 37
 **Exhibit
                      No.**
                  
                  **SEC
                      Report**
                    **Reference
                      No.**
                  
                  **Description**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)10.18
                  
                  *
                  
                  Amendment
                      to Executive Employment Agreement between Registrant and John
                      Folnovic
                      made as of May 28, 200714
                  
                  14
                  
                  Code
                      of Ethics (15)21
                  
                  *
                  
                  List
                      of Subsidiaries of Registrant31.1
                  
                  *
                  
                  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
                      Officer


(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.
  38
  (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.
 
 (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 August 14, 2006
                  as an
                  exhibit numbered as indicated above, to the Registrant’s Annual Report on
                  Form 10-KSB for the year ended April 30, 2006, which exhibit is
                  incorporated herein by reference.
  *
          Filed
          herewith.
  39




**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:




Fiscal
                  year ended
              
              Fiscal
                  year endedFee
                  Category
              
              April
                  30, 2007
              
              April
                  30, 2006Audit
                  fees (1)
              
              $
              53,800
              
              $
              9,000Audit-related
                  fees (2)
              
              
              0
              
              
              4,704Tax
                  fees (3)
              
              
              0
              
              
              0All
                  other fees (4)
              
              
              1,200
              
              
              0Total
                  fees
              
              $
              55,000
              
              $
              13,704




Audit
      fees consists 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.





Audit-related
      fees consists 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.”





Tax
      fees
      consists of fees billed for professional services relating to tax compliance,
      tax planning, and tax advice.





All
      other
      fees consists 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.


40




**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
      it
      behalf by the undersigned, thereunto duly authorized.





**TRUE
              NORTH
              ENERGY CORPORATION**Date: July
              27, 2007
            By:
            /s/ John
              I.
              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 27th day of July,
      2007.






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




41




**PART
      II - FINANCIAL INFORMATION**





**ITEM
      7. FINANCIAL STATEMENTS**


**PAGE**Reports
                  of Independent Registered Public Accounting Firms
              
              
              F-2Balance
                  Sheets as of April 30, 2007 and 2006
              
              
              F-4Statements
                  of Operations for the years ended April 30, 2007 and 2006 and for
                  the
                  period from February 1, 2006 (inception of exploration stage) to
                  April 30,
                  2007
              
              
              F-5Statements
                  of Cash Flows for the years ended April 30, 2007 and 2006 and for
                  the
                  period from February 1, 2006 (inception of exploration stage) to
                  April 30,
                  2007
              
              
              F-6Statements
                  of Changes in Stockholders’ Equity for the years ended April 30, 2006 and
                  2007
              
              
              F-7Notes
                  to Financial Statements
              
              
              F-8





F-1


**Report
      of Independent Registered Public Accounting Firm**





True
      North Energy Corporation


Houston,
      Texas







We
      have
      audited the accompanying balance sheet of True North Energy Corporation (an
      exploration stage company formerly known as Ameriprint International Ltd.)
      as of
      April 30, 2006, and the related statements of operations, stockholders’ equity,
      and cash flows for the year then ended and the period from January 31, 2006
      (inception of exploration stage) through April 30, 2006. 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.


The
      financial statements of True North Energy Corporation as of April 30, 2005
      were
      audited by other auditors whose report dated June 30, 2005 expressed an
      unqualified opinion on those statements.





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. 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 True North Energy Corporation
      (an
      exploration stage company) as of April 30, 2006 and the results of its
      operations, stockholders’ equity and its cash flows for the year and short
      period then ended 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’s operating losses, minimal cash, and absence of revenue
      raise substantial doubt about its ability to continue as a going concern.
      Management’s plans regarding the resolution of this issue are also discussed in
      Note 1. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




/s/
      Williams & Webster, P.S.








Williams
      & Webster, P.S.


*Certified
      Public Accountants*


Spokane,
      Washington


August
      9,
      2006




F-2


**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


True
      North Energy Corporation


Houston,
      Texas




We
      have
      audited the accompanying balance sheet of True North Energy Corporation (the
      “Company”) as of April 30, 2007 and the related statements of operations,
      stockholders’ equity, and cash flows for the year ended April 30, 2007 and the
      period from February 1, 2006 (Inception of Exploration Stage) through April
      30,
      2007. The financial statements for the period February 1, 2006 (Inception of
      Exploration Stage) through April 30, 2006, were audited by other auditors whose
      reports expressed unqualified opinions on those statements. The financial
      statements for the period February 1, 2006 (Inception of Exploration Stage)
      through April 30, 2006, include total revenues and accumulated deficit of $0
      and
      $80,596, respectively. Our opinion on the statements of operations,
      stockholders' equity and cash flows for the period February 1, 2006 (Inception
      of Exploration Stage) through April 30, 2007, insofar as it relates to amounts
      for prior periods through April 30, 2006, is based solely on the report of
      other
      auditors. 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. 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, 2007
      and the results of operations and cash flows for the year ended April 30, 2007
      and the period from February 1, 2006 through April 30, 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 no revenues and has accumulated losses since
      February 1, 2006 (inception of exploration stage), 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.




/s/
      Malone & Bailey PC


www.malone-bailey.com


Houston,
      Texas


July
      25,
      2007




F-3


**TRUE
      NORTH ENERGY CORPORATION**


**(An
      Exploration Stage Company)**


**Balance
      Sheets**




**April
                30,****2007**
            
            **2006**AssetsCurrent
                assets:Cash
                and cash equivalents
            
            $
            267,845
            
            $
            37,223Interest
                receivable
            
            
            2,367
            
            
            -Note
                receivable
            
            
            180,000
            
            
            -Prepaid
                expenses and other current assets
            
            
            382,642Total
                current assets
            
            
            832,854
            
            
            37,223Website
                development, net of accumulated amortization of $9,172 and $2,409,
                respectively
            
            
            14,754
            
            
            4,817Property
                and equipment (net of accumulated depreciation of $1,875 and$
                -, respectively)
            
            
            9,349
            
            
            -Unproven
                oil and gas properties, using successful efforts accountingmethod
            
            
            685,400
            
            
            373,775Total
                assets
            
            $
            1,542,357
            
            $
            415,815Liabilities
                and Stockholders’ EquityCurrent
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            142,458
            
            $
            16,097Stock
                compensation payable
            
            
            161,171
            
            
            -Insurance
                note payable
            
            
            196,656
            
            
            -Deposits
                on stock purchase
            
            
            -
            
            
            50,000Total
                current liabilities
            
            
            500,285
            
            
            66,097Note
                payable
            
            
            250,000
            
            
            -Liabilities
                from discontinued operations
            
            
            -
            
            
            15,000Total
                liabilities
            
            
            750,285
            
            
            81,097Commitments
                and contingenciesStockholders’
                Equity:Preferred
                Stock, $0.0001 par value; 20,000,000 shares authorized, no shares
                issued
                or outstanding
            
            
            -
            
            
            -Common
                Stock, par value $.0001; 250,000,000 shares authorized; 64,662,700
                and
                60,100,000 shares issued and outstanding, respectively
            
            
            6,466
            
            
            6,010Additional
                paid-in capital
            
            
            10,007,662
            
            
            481,654Pre-exploration
                stage accumulated deficit
            
            
            (72,350
            )
            
            (72,350
            )Accumulated
                deficit during exploration stage
            
            
            (9,149,706
            )
            
            (80,596
            )Total
                stockholders’ equity
            
            
            792,072
            
            
            334,718Total
                liabilities and stockholders’ equity
            
            $
            1,542,357
            
            $
            415,815




*See
        notes to financial statements.*




F-4


**TRUE
      NORTH ENERGY CORPORATION**


**(An
      Exploration Stage Company)**


**Statements
      of Operations**





**Year
                Ended April 30,**
            
            **From**
              **February
                1, 2006 (Inception of Exploration Stage) to**
              **April
                30,****2007**
            
            **2006**
            
            **2007**Revenues
            
            $
            -
            
            $
            -
            
            $
            -Costs
                and expenses:Exploration
                costs
            
            
            6,473,608
            
            
            -
            
            
            6,473,608Lease
                operating expenses
            
            
            107,616
            
            
            -
            
            
            107,616General
                and administrative:Compensation
                and benefits
            
            
            1,650,439
            
            
            20,000
            
            
            1,670,439Legal
                and accounting
            
            
            274,920
            
            
            43,331
            
            
            323,251Investor
                relations
            
            
            152,240
            
            
            -
            
            
            152,240Advisory
                board fees
            
            
            210,636
            
            
            -
            
            
            210,636Other
                G&A expenses
            
            
            197,903
            
            
            16,663
            
            
            209,566Depreciation
                and amortization
            
            
            8,638
            
            
            602
            
            
            9,240Total
                costs and expenses
            
            
            9,076,000
            
            
            80,596
            
            
            9,156,596Loss
                from operations
            
            
            (9,076,000
            )
            
            (80,596
            )
            
            (9,156,596
            )Other
                income (expense):Interest
                income
            
            
            10,876
            
            
            -
            
            
            10,876Interest
                expense
            
            
            (3,986
            )
            
            -
            
            
            (3,986
            )Loss
                before income taxes
            
            
            (9,069,110
            )
            
            (80,596
            )
            
            (9,149,706
            )Income
                taxes
            
            
            -
            
            
            -
            
            
            -Allocation
                of net loss to discontinued operations, net of income
                taxes
            
            
            -
            
            
            (40,612
            )
            
            -Net
                loss
            
            $
            (9,069,110
            )
            $
            (121,208
            )
            $
            (9,149,706
            )Basic
                and diluted loss per common share
            
            $
            (0.14
            )
            $
            (0.01
            )Weighted-average
                common shares outstanding
            
            
            63,111,430
            
            
            10,666,667




*See
        notes to financial statements.*




F-5




**TRUE
      NORTH ENERGY CORPORATION**


**(An
      Exploration Stage Company)**


**Statements
      of Cash Flows**





**Year
                Ended April 30,**
            
            **From**
              **February
                1, 2006**
              **(Inception
                of Exploration Stage) to**
              **April
                30,****2007**
            
            **2006**
            
            **2007****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (9,069,110
            )
            $
            (121,208
            )
            $
            (9,149,706
            )Discontinued
                operations
            
            
            -
            
            
            40,612
            
            
            -Net
                loss from continuing operations
            
            
            (9,069,110
            )
            
            (80,596
            )
            
            (9,149,706
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            8,638
            
            
            602
            
            
            9,240Stock-based
                compensation
            
            
            1,476,465
            
            
            -
            
            
            1,476,465Accrued
                stock-based compensation
            
            
            161,171
            
            
            -
            
            
            167,171Dry
                hole costs
            
            
            6,196,019
            
            
            -
            
            
            6,196,019Changes
                in operating assets and liabilities:Prepaid
                expenses and other
            
            
            (133,673
            )
            
            -
            
            
            (129,644
            )Accounts
                payable and accrued liabilities
            
            
            126,359
            
            
            66,041
            
            
            129,076Liabilities
                from discontinued operations
            
            
            (15,000
            )
            
            (33,355
            )
            
            -Net
                cash used in operating activities
            
            
            (1,249,131
            )
            
            (47,308
            )
            
            (1,307,379
            )**Cash
                Flows From Investing Activities**Additions
                to oil and gas properties
            
            
            (6,507,644
            )
            
            -
            
            
            (6,507,644
            )Advances
                to seller in connection with acquisition of oil and gas
                properties
            
            
            (180,000
            )
            
            -
            
            
            (180,000
            )Purchases
                of property and equipment
            
            
            (11,224
            )
            
            -
            
            
            (11,224
            )Website
                development
            
            
            (16,700
            )
            
            -
            
            
            (22,119
            )Net
                cash used in investing activities
            
            
            (6,715,568
            )
            
            -
            
            
            (6,720,987
            )**Cash
                Flows From Financing Activities**Proceeds
                from issuance of common stock
            
            
            8,000,000
            
            
            50,000
            
            
            8,100,000Proceeds
                from issuance of note payable
            
            
            250,000
            
            
            -
            
            
            250,000Payments
                on insurance note payable
            
            
            (54,679
            )
            
            -
            
            
            (54,679
            )Net
                cash provided by financing activities
            
            
            8,195,321
            
            
            50,000
            
            
            8,295,321Net
                increase in cash and cash equivalents
            
            
            230,622
            
            
            2,692
            
            
            266,955Cash
                and cash equivalents, beginning of period
            
            
            37,223
            
            
            34,531
            
            
            890Cash
                and cash equivalents, end of period
            
            $
            267,845
            
            $
            37,223
            
            $
            267,845**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            3,986
            
            $
            -
            
            $
            3,986Income
                taxes
            
            
            -
            
            
            -
            
            
            -**Non-Cash
                Investing and Financing Activities**Common
                stock issued for oil and gas leases
            
            $
            -
            
            $
            373,775
            
            $
            373,775Contribution
                of capital via forgiveness of debt through discontinued
                operations
            
            
            -
            
            
            23,945
            
            
            23,945Common
                stock issued for deposit on common stock
            
            
            50,000
            
            
            -
            
            
            -




*See
        notes to financial statements.*




F-6




**TRUE
      NORTH ENERGY CORPORATION**


**(An
      Exploration Stage Company)**


**Statements
      of Changes in Stockholders’ Equity**





**Common
                Stock**
            
            
            
            **Pre-**
            
            **Deficit****Shares**
            
            **Amount**
            
            **Additional**
              **Paid-in
                Capital**
            
            **Exploration**
              **Stage**
              **Accumulated
                Deficit**
            
            **Accumulated
                During the Exploration Stage**
            
            **Total
                Stockholders’ Equity (Deficit)**Balance,
                April 30, 2005
            
            
            50,000,000
            
            $
            5,000
            
            $
            34,944
            
            $
            (31,738
            )
            $
            -
            
            
            8,206Issuance
                of common stock for oil and gas leases at $0.037 per share
            
            
            10,000,000
            
            
            1,000
            
            
            372,775
            
            
            -
            
            
            -
            
            
            373,775Issuance
                of common stock for cash at $0.50 per share
            
            
            100,000
            
            
            10
            
            
            49,990
            
            
            -
            
            
            -
            
            
            50,000Contribution
                of capital
            
            
            -
            
            
            -
            
            
            23,945
            
            
            -
            
            
            -
            
            
            23,945Net
                loss for the year ended
              April
                30, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (40,602
            )
            
            (80,596
            )
            
            (121,208
            )Balance,
                April 30, 2006
            
            
            60,100,000
            
            
            6,010
            
            
            481,654
            
            
            (72,350
            )
            
            (80,596
            )
            
            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 ended
              April
                30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,069,110
            )
            
            (9,069,110
            )Balance,
                April 30. 2007
            
            
            64,662,700
            
            $
            6,466
            
            $
            10,007,662
            
            $
            (72,350
            )
            
            (9,149,706
            )
            $
            792,072




See
      notes to financial
      statements.


F-7


**TRUE
      NORTH ENERGY CORPORATION**


**(An
      Exploration Stage Company)**


**Notes
      to 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. The Company
      is in
      the exploration stage, has no developed reserves or production, and has not
      realized any revenues from its operations.





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





**NOTE
      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.





*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.





*Financial
      Instruments*


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




F-8


*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, 2007, the Company had
      cash
      balances approximating $177,000 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.




*Asset
      Retirement Obligation*


Estimated
        costs related to the abandonment of wells are based on the depth of the well
        and
        the completion type and are based on past costs of similar wells.
  *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.





*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.





The
      Company accounts for stock-based compensation issued to non-employees in
      accordance with the provisions of SFAS 123 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.




*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).




F-9





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 - UNPROVEN OIL AND GAS PROPERTIES**





The
      Company is engaged in oil and gas exploration activities in Alaska, Texas and
      Louisiana. Presently, it has no developed properties or production. During
      the
      year ended April 30, 2007, True North paid $6,507,644 for property acquisitions
      and drilling costs and expensed $6,196,019 as dry hole costs.





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 $1.0 million
      and was paid with a combination of cash (approximately $345,000) and shares
      of
      the Company’s common stock. 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.





**NOTE
      4 - NOTES PAYABLE**





*Insurance
      Note Payable*


In
      February 2007 True North entered into a premium financing agreement related
      to
      its various insurance policies. The amount financed approximated $251,000 and
      is
      payable in nine equal monthly installments beginning March 1, 2007. The
      effective interest rate associated with the premium financing agreement
      approximates 7.0%.




F-10




*Note
      Payable*


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. Proceeds of the notes (the
      “Notes”) were received in two equal installments during April and May 2007. The
      Notes, which mature on March 30, 2010, are unsecured obligations of the Company
      and bear interest at an annual rate of 8.0%. Interest is payable semi-annually
      on October and April 1st of each year.





In
      the
      event the Company had completed an offering of $10 million or more of debt
      or
      equity securities prior to June 29, 2007, the Notes would have automatically
      converted into like shares or securities issued in that offering. No such
      offering was completed. Consequently, as specified by the terms of the Notes,
      the purchaser of the Notes will be granted warrants for the purchase of 275,634
      shares of the Company’s common stock. These warrants will be exercisable for a
      period of three years from the date of grant an exercise price of $2.54 per
      share.





Future
      maturities of long-term debt are as follows:





**Year
                Ended April 30**2008
            
            $
            196,6562009
            
            
            -2010
            
            
            500,000Total
            
            $
            696,656





**NOTE
      5 - STOCK-BASED COMPENSATION**





During
  the year ended April 30, 2007 True North entered into an employment agreement
  with its chief executive officer. Pursuant to the terms of the employment agreement,
  that individual was granted five million shares of the Company’s restricted
  stock issuable ratably at the end of each annual service period.. The restricted
  stock grant vests ratably over a period of five years. Stock-based compensation
  expense resulting from this restricted stock grant is included in compensation
  and benefits in the accompanying statement of operations and totaled $1,375,000
  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.





True
      North also recognized stock-based compensation expenses totaling $262,636 during
      the year ended April 30, 2007 related to services provided to the Company by
      members of its advisory board and other third parties. As of April 30, 2007,
      $161,171 is reflected as stock compensation payable in the Company’s balance
      sheet. This amount includes stock compensation expenses associated with 161,781
      shares earned through April 30, 2007 that are not issuable by the Company until
      July 2007.





**NOTE
      6 - COMMON STOCK**





In
      May
      2007, True North received the consent of its board of directors and shareholders
      owning a majority of its common stock to amend its articles of incorporation
      to
      increase the number of shares of common stock it may issue. The amendment has
      yet to be effected. Prior to the amendment, the Company is authorized to issue
      up to 100 million shares, par value $0.0001 per share, of its common stock.
      Following the amendment, the Company will be authorized to issue up to 250
      million shares of its $0.0001 par value common stock.





The
      Company 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.





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.




F-11





**** 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





**NOTE
      7 - INCOME TAXES**





True
      North incurred net losses during each of the years ended April 30, 2007 and
      2006. Consequently, 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, 2007. The Company’s net operating loss
      carryforward approximated $7.6 million and $153,000 as of April 30, 2007 and
      2006, respectively, and will expire in the years 2024 through 2026.





True
      North’s deferred tax assets consisted of the following as of April 30,
      2007:





**Deferred
                Tax Assets**
            
            **2007**
            
            **2006**Net
                operating loss carryforwards
            
            $
            2,583,003
            
            $
            52,000Property
                and equipment
            
            
            68
            
            
            -Gross
                deferred tax assets
            
            
            2,583,071
            
            
            52,000Valuation
                allowance
            
            
            (2,583,071
            )
            
            (52,000
            )Net
                deferred tax assets
            
            $
            -
            
            $
            -





**NOTE
      8 - RELATED PARTY TRANSACTIONS**





As
      of
      April 30, 2006 the Company had recognized a liability payable to its former
      president totaling $15,000. This obligation, which was unsecured, non-interest
      bearing and due on demand, is reported as “Liabilities from discontinued
      operations” in the accompanying balance sheets. The outstanding balance related
      to this obligation was repaid during August 2006.





**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, 2007 and is renewable thereafter for additional six-month
      terms. True North also subleases office space in Golden, Colorado on a
      month-to-month basis. The rental charge associated with this lease, which is
      used in conjunction with True North’s recently acquired Colorado leases, is
      $1,500 per month.




F-12