**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, 2006




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
      August 7, 2006, there were 62,000,000 shares of the issuer's common stock,
      par
      value $0.00001, issued and outstanding. Of these, 27,250,000 shares are held
      by
      non-affiliates of the issuer. The market value of securities held by
      non-affiliates is approximately $61,585,000 based on the closing price of $2.26
      for the issuer's common stock on August 7, 2006.





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
            
            73.
            
            Legal
                Proceedings
            
            74.
            
            Submission
                Of Matters To A Vote Of Security Holders
            
            7PART
                II
            
            85.
            
            Market
                For Common Equity, Related Stockholder Matters And Small Business
                Issuer
                Purchases Of Equity Securities
            
            86.
            
            Plan
                Of Operation
            
            97.
            
            Financial
                Statements
            
            218.
            
            Changes
                In And Disagreements With Accountants On Accounting, And Financial
                Disclosure
            
            218a.
            
            Controls
                And Procedures
            
            228b.
            
            Other
                Information
            
            23PART
                III
            
            239.
            
            Directors,
                Executive Officers, Promoters And Control Persons; Compliance With
                Section
                16(A) Of The Exchange Act
            
            2310.
            
            Executive
                Compensation
            
            2611.
            
            Security
                Ownership Of Certain Beneficial Owners And Management And Related
                Stockholder Matters
            
            2812.
            
            Certain
                Relationships And Related Transactions
            
            2913.
            
            Exhibits
            
            3014.
            
            Principal
                Accountant Fees And Services
            
            32







**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 section
      "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 product new
                properties;


·
            Oil
                and gas price volatility;


·
            Uncertainties
                in the estimation of provided 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**





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.





On
      January 23, 2006 we acquired rights in State of Alaska Oil and Gas Leases ADL
      389208, 389932, 390087, 390383, 390567, and 390572 (the “Issued Leases”) from
      Massimiliano Pozzoni pursuant to an Asset Purchase Agreement (the “Agreement”)
      among us, Massimiliano Pozzoni and Kevin Moe. We are presently working to have
      the leases registered in our name and expect to complete this process in the
      near future. Pursuant to the Agreement, we also acquired Massimiliano Pozzoni’s
      rights in State of Alaska Oil and Gas Leases ADL 390722, 390723 and 390745
      (the
“Un-Issued Leases”). In consideration of the sale of the Issued and Un-Issued
      Leases (collectively the “Leases”), we issued 10,000,000 shares of our
      restricted common stock (the “Shares”) to Massimiliano Pozzoni. The Issued
      Leases and Un-Issued Leases involve land in the Cook Inlet area of Alaska.
      The
      Un-Issued Leases have not been issued by the State of Alaska as of the date
      hereof but are expected to be issued in the near future. Upon issuance and
      payment of related bid amounts and rental fees, we will start the process of
      having the Un-Issued Leases assigned to us and registered in our name. Rental
      fees are due on a yearly basis. The Issued Leases are in full force and effect
      and are free and clear of any liens or encumbrances. They provide for a net
      revenue interest of 87.5% prior to an overriding 5% royalty. If and when
      assigned to us, our rights in the Un-Issued Leases will be the same as our
      rights in the Issued Leases. We have assumed all obligations of Massimiliano
      Pozzoni under the Issued Leases from and after the date of purchase, including
      the obligation to timely pay all rentals due thereunder and shall assume similar
      obligations under the Un-issued Leases if and when assigned. In connection
      with
      the acquisition, we have also assumed Massimiliano Pozzoni’s obligation to drill
      or cause to be drilled, at our sole expense, within 5 years of November 28,
      2005, a test well, to completion or abandonment, on at least one of ADL 390087,
      ADL 390722 or ADL 390723, to a bottomhole depth and location at least sufficient
      to test both the West Foreland and Hemlock Formations. Failure to drill the
      test
      well by November 27, 2010 to completion or abandonment will result in our
      forfeiture of leases ADL 390087, AL 390722, and ADL 390723. The closing of
      the
      Agreement took place on January 27, 2006.





Effective
      May 9, 2006 we entered into a Purchase Agreement (the “Agreement”) whereby we
      acquired rights in State of Alaska Oil and Gas Leases ADL 390834, 390839, 390840
      and 390841 (the “Un-Issued Leases”) from two unrelated persons (the “Sellers”).
      The Agreement was amended July 31, 2006 to extend certain timelines contained
      therein. The total purchase price for the Un-Issued Leases pursuant to the
      Agreement was $276,480 (the “Purchase Price”). The Un-Issued Leases cover an
      aggregate of approximately 10,000 acres of land, both onshore and offshore
      in
      the Beaufort Sea area on the North Slope of Alaska. The Sellers received a
      High
      Bidder Notice from the State of Alaska, Department of Natural Resources in
      or
      about June 26, 2006 with respect to the Un-Issued Leases and expect to receive
      an Award Notice on or before October 2006. Upon receipt of an Award Notice,
      the
      Sellers have 30 days within which to pay the remaining 80% of the bid amount
      for
      the Un-Issued Leases together with the first year annual rentals due thereon.




2




At
      such
      time that the Un-Issued Leases are issued to Sellers, Sellers shall own or
      otherwise have the right to assign and convey or cause to be assigned and
      conveyed the Un-Issued Leases, all of which shall be free and clear of any
      liens
      and encumbrances and provide for a net revenue interest to Sellers of not less
      than 83.33334% prior to reservation of a 5% overriding royalty which overriding
      royalty shall also apply to all renewals and extensions of the Un-Issued
      Leases.





Unless
      further extended pursuant to the terms of the Agreement, the closing of the
      transaction (the “Closing”) shall be held within three (3) business days after
      receipt by Sellers of the Award Notice with respect to the Un-Issued Leases
      from
      the Alaska Department of Natural Resources. Notwithstanding the foregoing or
      any
      other provision of the Agreement, as amended, if Closing does not occur by
      the
      close of business on December 31, 2006, Anchorage, Alaska time, the Agreement
      shall be null and void and we and Sellers shall have no further rights or
      obligations under the Agreement. Pursuant to the Agreement we have delivered
      the
      Purchase Price and an additional $10,240 (being an aggregate amount of $286,720)
      to an escrow account. At Closing $81,920 of the escrowed funds shall be used
      to
      pay to the State of Alaska all balances due on the Un-Issued Leases and $10,240
      of the escrowed funds shall be used to pay to the State of Alaska the first
      year
      of rental payments due on the Un-Issued Leases.





Pursuant
      to the Agreement (i) we are required to assume all obligations of Sellers under
      the Un-Issued Leases for all periods from and after the date of the Agreement,
      including the obligation to timely pay all rentals thereafter due under such
      Un-Issued Leases; and (ii) we are required, at our sole cost and expense, to
      drill, cause to be drilled, or re-enter and drill, within five (5) years after
      the issuance by the Alaska Department of Natural Resources of the subject
      Un-Issued Leases, to completion or abandonment, a test well on each of the
      subject Un-Issued Leases to a bottomhole depth and location of at least four
      thousand feet (the “Test Wells”). Should we fail to timely drill or cause to be
      drilled a Test Well to completion or abandonment within five (5) years after
      the
      issuance of the Un-Issued Leases, we shall forfeit our interest in each of
      the
      Un-Issued Leases on which a Test Well has not been drilled, and shall promptly
      execute and deliver to Sellers an assignment of the aforementioned Un-Issued
      Lease or Leases free and clear of all liens and encumbrances except the
      overriding royalties created by the Agreement. Further, should we elect not
      to
      pay rentals on any of the Un-Issued Leases, then we shall notify Sellers in
      writing, by certified mail, not later than forty-five (45) days prior to a
      rental payment date, and shall promptly execute and deliver to Sellers an
      assignment of the applicable Un-Issued Lease or Leases free and clear of all
      liens and encumbrances except the overriding royalties created by the Agreement.





Effective
      June 7, 2006 we entered into oil and gas well participation agreements with
      Bayou City Exploration, Inc. ("Bayou City") whereby we agreed to participate
      with Bayou City in the drilling of a test well on each of three (3) oil and
      gas
      prospects including the Jaboncillo Windfall Prospect (“the Jaboncillo Windfall
      Prospect”) and Frost National Bank Deep Prospect (the “Frost National Bank Deep
      Prospect”), each located in Live Oak County Texas and the Zodiac II Prospect
      (the “Zodiac Prospect”) located in Jeff Davis and Calcasieu Parishes in
      Louisiana.




3




The
      agreement terms with respect to the two (2) Live Oak County Prospects (the
      "Live
      Oak Prospects") are that by participating in the drilling of a test well we
      will
      earn a 16.67% working interest in the Live Oak Prospects before payout and
      a
      12.5% working interest after payout. “Payout” is defined as that point in time
      when there has been recovered from one hundred percent (100%) of production,
      less only royalties, overriding royalties and production taxes an amount of
      money equal to one hundred percent (100%) of the drilling, completing and
      operating costs (during the payout period) of the initial test well.





We
      have
      further agreed to pay 16.67% of all well costs to the initial casing point
      on
      the initial test well drilled on each Live Oak Prospect, to pay 16.67% of all
      well completion costs and to pay our proportionate share of the prospect costs
      including geological and geophysical costs, third party prospect fees, land
      brokerage costs, lease bonus and all other costs associated with the respective
      Live Oak Prospects. These prospect costs were $20,375 with regard to the
      Jaboncillo Windfall Prospect and $94,888 with regard to the Frost National
      Bank
      Deep Prospect, all of which have been paid.





The
      agreement terms with respect to the Zodiac Prospect are that we will earn a
      25%
      working interest in the initial test well drilled on the Zodiac Prospect at
      such
      time as the test well has reached the objective depth. We have further agreed
      to
      pay 33.33% of well costs to the casing point on the test well drilled on the
      Zodiac Prospect, to pay 25% of all well completion costs and to pay our
      proportionate share of prospect costs including geological and geophysical
      costs, third party prospect fees, land brokerage costs, lease bonus and all
      other similar costs associated with the Zodiac Prospect. Our prospect costs
      with
      regard to the Zodiac Prospect are $267,056, which have not yet been paid.





The
      entire prospect costs for each prospect are fully refundable in the event the
      applicable agreement is rescinded by Bayou City for any reason or Bayou City
      fails to cause the initial test well to be drilled for any reason. Drilling
      has
      commenced on the Frost National Bank Deep Prospect. To date we have paid
      $132,000 in drilling costs related to the Frost National Bank Deep Prospect.
      Subject to rig availability and resolution of a land/lease issue, drilling
      is
      expected to commence on the Jaboncillo Windfall Prospect on or before January
      31, 2007. Drilling had been expected to commence by August 1, 2006 but has
      been
      delayed due to an illegal lease trespass by a third party that the current
      lease
      owner is presently working to resolve. Subject to rig availability, drilling
      is
      expected to commence on the Zodiac Prospect on or before December 31, 2006.





All
      drilling and completion costs are due and payable to Bayou City on or before
      fifteen (15) days after receipt of an Authorization For Expenditure and invoice
      or invoices for such costs or any portion thereof. Under the respective
      agreements we also have the option, but not the obligation, to participate
      in
      the drilling of any subsequent wells drilled within the Live Oak Prospects
      area
      and the Zodiac Prospect area, by paying our proportionate share of the costs
      and
      expenses of drilling such well including the cost of completing such subsequent
      well and equipping the same for production.




4




On
      July
      28, 2006 we entered into a participation agreement (the “Participation
      Agreement”) with Whitmar Exploration Company (“Whitmar”) respecting our
      participation in the drilling of a 13,000 foot test well to test the Yegua
      Sands
      on the Deweyville Prospect located in Newton County, Texas and Calcasieu Parish,
      Louisiana. Thereunder we are obligated to pay Whitmar, within 5 days of the
      date
      of the Participation Agreement $42,500 representing our proportionate share
      of
      leasehold costs and an additional $57,500 representing a deposit on our share
      of
      drilling costs for the test well. Our participation will involve a 10% working
      interest and 72% net revenue interest whereby we will pay 12.5% of drilling
      costs to the casing point and 10% of all costs after the casing point. Our
      estimated shares of such costs is $552,000 for drilling and, if applicable,
      $114,000 for completion. We are obligated to pay Whitmar, within 15 days of
      the
      date of the Participation Agreement, an additional $494,500 representing the
      balance of our share of estimated drilling costs. Under the agreement, we also
      have the right to participate in one additional well on the prospect on a
      proportionate basis.





**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 money to pay for drilling, and if we cannot
      raise the money or find a drilling partner that can raise the money, we will
      not
      be able to drill and our business will fail. Even assuming that we obtain the
      necessary financing for drilling, 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 very competitive, particularly with respect to
      the
      acquisition of drilling rigs and oil and natural gas exploration services from
      independent contractors. Oil and natural gas prices are at a 10-year high.
      The
      prices of oil and natural gas are affected by continuous shifts in supply and
      demand. The demand for oil and natural gas is increasing and whether or not
      there will be adequate supplies is very uncertain. Numerous well-established
      companies are focusing significant resources on exploration. Notwithstanding
      this, we do not expect that the price of oil and natural gas will drop in the
      near future. These companies may be able to compete more effectively than we
      can. Due to these factors, we expect competition to intensify in the oil and
      natural gas industry in general and for the acquisition of drilling rigs and
      oil
      and natural gas exploration services from independent contractors.





In
      an
      effort to achieve operating efficiency, we intend to rely on independent
      contractors to assist in conducting our operations including the provisions
      of
      technical, geological, geophysical and financial reports on our leased
      properties. Because of the 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.




5




**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
      are
      presently subject to various laws and regulations of the United States, the
      States of Alaska, Texas and Louisiana and the municipalities in which we operate
      that govern the exploration, development and production of oil and natural
      gas.
      Our principal operations are expected to take place in Alaska. 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 the State
      of
      Alaska. We are also 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 and follow the procedures established
      by
      the above entities. 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. During the
      fiscal year ended April 30, 2006, we spent approximately $150,000 on geological
      and economical evaluations of our properties.





**Employees**





We
      have
      two employees consisting of John I. Folnovic, our President and Chief Executive
      Officer, and Massimiliano Pozzoni, our Secretary, Treasurer and Principal
      Financial Officer. Mr. Folnovic is employed on a full-time basis, and Mr.
      Pozzoni is employed on a part-time basis.





We
      intend
      to use several independent contractors on an as-needed basis to conduct our
      operating activities. Our management 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.





There
      are
      no collective bargaining contracts covering any of our employees. We believe
      our
      relationship with our employees is satisfactory. We believe our relationship
      with our independent contractors is also satisfactory.





6





**ITEM
      2. DESCRIPTION OF PROPERTY**





**Properties**





Our
      principal executive offices consists of a virtual office at 1200 Smith Street,
      16 th Floor,
      Houston, Texas 77002 that we utilize for certain administrative needs and under
      which we pay a monthly rental of $200 per month. At that location, we have
      access to conference / meeting facilities on an as needed basis. As of August
      1,
      2006 we sub-lease approximately 175 square feet of 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.
      The sub-lease is for a six month term and is renewable for additional six month
      terms.


We
      believe that our property is suitable for our current and projected
      needs.




**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**





Our
      principal stockholder, pursuant to a signed written consent dated February
      7,
      2006 authorized and approved an amendment to our Articles of Incorporation
      to
      change our name from Ameriprint International Ltd. to True North Energy
      Corporation and to authorize 20,000,000 shares of blank check preferred stock.
      An Information Statement with respect to the foregoing was mailed to our
      stockholders on February 27, 2006.





No
      other
      matter was 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.




7




**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER**


**MATTERS
      AND SMALL BUSINESS ISSUER**


**PURCHASES
      OF EQUITY 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**
            
            **Low
                Bid**April
                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




(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
      August 7, 2006, we had approximately 13 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.




8




**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
      27, 2006 we sold 650,000 units at a price of $1.00 per unit or $650,000 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 $1.70 per share.





On
      May 9,
      2006 we sold 1,250,000 units at a price of $0.80 per unit or $1,000,000 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 10,000,000 shares of our restricted common stock
      to
      Massimiliano Pozzoni in consideration of our acquisition of certain State of
      Alaska Oil & Gas Leases, both issued and un-issued, 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 25,000,000 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
      began
      operations as an oil and gas exploration and development company in January
      2006. We are in the development stage as an oil and gas exploration company
      and
      are presently engaged in oil and gas activities in Texas, Louisiana and
      Alaska.




We
      had
      minimal operations and generated no revenues during the fiscal year
      ended


April
      30,
      2006. Our ability to develop and maintain a meaningful level of revenues from
      operations is dependent on our ability to successfully drill exploration and
      development wells and complete producing property acquisitions.




9




At
      the
      present time, we have no developed properties and no production.





In
      January 2006 and May 2006, we negotiated acquisition of oil and gas leases
      consisting of approximately 25,000 acres in the Cook Inlet basin, Alaska and
      approximately 10,000 acres in the North Slope basin, Alaska. We anticipate
      closing the related purchase and sale agreements and registering all the leases
      in our name by October of 2006. We will have a 100% working interest ownership
      in the Alaska leases, except to the extent we determine to sell off parts of
      our
      interests.




Our
      current business plan strategy is to develop these properties and any other
      prospects that we may acquire interests in. We intend to fund any additional
      lease acquisitions and any additional seismic costs needed to further define
      the
      prospects from existing working capital and additional financing. 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
      also
      intend to continue reviewing other potential acreage in Texas, Louisiana, Alaska
      and Canada. We will continue to review prospects generated by outside parties
      and if the economics fit into our business plan, participating in these
      projects. Our efforts currently are focused in on-shore Texas and Louisiana
      properties. Our current activities are concentrated in the Texas counties of
      Live Oak and Newton, and in Louisiana in Jefferson Davis and Calcasieu Parishes.
      At June 30, 2006, we have 12.5% working interests in a well in the Live Oak
      County Texas.





We
      plan
      to spend approximately $1,500,000 during 2006 and 2007 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 any drilling on our Alaska
      properties over the next twelve months. Our primary effort in Alaska will be
      to
      acquire additional seismic data, conduct additional technical evaluation of
      our
      Alaska leases and to find compatible partners by selling down our 100% working
      interest to reduce our risk level and financial exposure.




We
      will
      require financing to meet working capital costs, including the cost of reviewing
      and negotiating transactions and other ordinary general and administrative
      costs
      such as regulatory compliance, investor relations, advisory services,
      Internet/web-hosting, officer's salaries, director's fees, 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 twelve months will be approximately
      $500,000. However, this estimate is subject to change, depending on the number
      of transactions in which we ultimately become involved. In addition, funding
      will be required for follow-on development of working interest obligations
      of
      any successful exploration prospects.





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




10




We
      intend
      to rely on synergistic partnering with sophisticated industry partners. The
      ideal partner would tend to be a regionally focused independent which has a
      large seismic database, a solid grasp on the play's history, and a lead in
      understanding technology 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.





In
      addition, we are targeting selected, negotiated acquisitions of proved on-shore
      properties in the United States and Canada. Our management is biased toward
      acquisitions of long-lived reserves. We intend to target negotiated acquisitions
      and to avoid more competitive bidding situations that are the norm for the
      sale
      of assets.





We
      will
      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. Thus, our success will depend on the execution of
      our
      business model to





·
            identify
                available transactions;


·
            quickly
                evaluate which transactions are most promising;
                and


·
            negotiate
                a creative transaction structure.





Presently
      we have one full-time and one part-time employee consisting of John I. Folnovic,
      our President and Chief Executive Officer, and Massimiliano Pozzoni, our Chief
      Financial Officer. We do not expect significant changes in the number of
      employees during the next twelve months.





We
      intend
      to contract out 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.





Additionally,
      we intend to form an advisory board with experienced independent and unrelated
      industry veterans to assist us with corporate governance, compliance, deal
      flow,
      financing efforts and technical matters such as geoscience, drilling,
      engineering and risk management.





**Business
      Strategy**





Our
      goal
      is to create value for our stockholders through oil and gas exploration and
      development and the acquisition of proved properties.





Our
      business plan includes the following two principal objectives:





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





·
            Acquisition
                of long-lived oil and natural gas reserves;




11




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





Our
      strategy to achieve our goal and objectives includes:





·
            Funding
                prospects developed by proven
                geoscientists;





·
            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;





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





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





**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 No Basis Upon Which To Evaluate Our
      Ability To Achieve Our Business Objectives.*





We
      are a
      development 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 achieve any operating revenue. 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.




12




*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 to consummate transactions in a highly competitive environment.
      These realities are subject to change and may impair our ability to
      grow.




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




*Competition
      In Obtaining Rights To Acquire And Develop Oil and Gas Reserves And To Market
      Our Production May Impair Our Business.*




The
      oil
      and gas industry is highly competitive. Other oil and gas companies may seek
      to
      acquire property leases and other properties and services that we will 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, which may give
      them a competitive advantage. 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.




13




*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 which will not be sufficient to fully fund
      our
      planned operations which includes participating 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 additional capital required.




Future
      acquisitions and future 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 costs 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.




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 and 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 may also 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;




14




·
            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
      which 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 do not presently
      maintain “key man” life insurance on any members of our management.




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, gaseous
      leaks, 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. We have not made a determination as to
      the
      amount and type of insurance that we will carry. 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.




15




*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.





*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 which
      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.





16




*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
      expenses. Demand for such limited equipment and other facilities or access
      restrictions may affect the availability of such equipment to us and may delay
      exploration and development activities. The quality and reliability of necessary
      facilities may also be unpredictable and we may be required to make efforts
      to
      standardize our facilities, which may entail unanticipated costs and delays.
      Shortages and/or the unavailability of necessary equipment or other facilities
      will impair our activities, either by delaying our activities, increasing our
      costs or otherwise.




*We
      May Have Difficulty Distributing Our Production, Which Could Harm Our Financial
      Condition.*




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




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




*Prices
      And Markets For Oil 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, this may adversely affect our results of operations. In addition,
      we may not be able to earn net revenue at our predicted levels, which may impact
      our ability to satisfy our obligations.




17




*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 may also 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 could also be required
      to indemnify our employees in connection with any expenses or liabilities that
      they may incur individually in connection with regulatory action against them.
      As a result, our future business prospects could deteriorate due to regulatory
      constraints, and our profitability could be impaired by our obligation to
      provide such indemnification to our employees.





*Environmental
      Risks May Adversely Affect Our Business.*




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




*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.




18





**RISKS
      RELATED TO OUR COMMON STOCK**





*There
      Has Been A Limited Trading Market For Our Common Stock Which 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 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.





*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;




19




·
            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,
      singly 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.





*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 presently considered to be a “penny stock” and is subject to SEC
      rules and regulations which impose limitations upon the manner in which such
      shares may be publicly traded and 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 which may increase the
      difficulty investors may experience in attempting to liquidate such securities.




20




**Going
      Concern**





In
      its
      report dated July 28, 2006, our auditors, Williams & Webster, P.S.,
      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 inception. For the
      period from January 31, 2006 (Inception) to April 30, 2006, we recorded a net
      loss of $80,596. 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.




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS**


**ON
      ACCOUNTING, AND FINANCIAL DISCLOSURE**





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.




21




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.





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.




22




**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, 2006 that have materially affected
      or are reasonably likely to materially affect our internal control over
      financial reporting.




**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.




**PART
      III**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL**


**PERSONS;
      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.




23




The
      following table sets forth certain information, as of August 7, 2006, with
      respect to our directors and executive officers.





**Name**
            
            **Positions
                Held**
            
            **Age**
            
            **Date
                of Election**
              **or
                Appointment**
              **as
                Director**John
                I. Folnovic
            
            Chief
                Executive Officer, President and Director
            
            50
            
            June
                1, 2006Massimiliano
                Pozzoni
            
            Secretary,
                Treasurer, Chief Financial and Accounting Officer and
                Director
            
            30
            
            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 25-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
      managing the Company's heavy oil assets through the sale of the oil business
      unit from BP Canada to Canadian Natural Resources and Penn West Petroleum for
      $1.6 billion. Mr. Folnovic directed operations and a portfolio of assets that
      produced 60,000 boepd of oil and gas, including thermal heavy oil assets
      producing 30,000 bpd of bitumen. He was a recipient of the Chairman's Award
      for
      his work in implementing project management, risk analysis systems and portfolio
      management processes within Amoco Canada. He 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 to the present Mr. Pozzoni has 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
      August 2003 to October 2003, Mr. Pozzoni was in negotiations for his position
      with Gulf Coast after receiving his MBA. 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 July 2001 to August 2001, Mr. Pozzoni took time off prior to entering
      graduate school. 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.




24




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





**Employment
      Agreements**





Effective
      June 1, 2006 we entered into an Executive Employment Agreement (the “Agreement”)
      with John Folnovic pursuant to which Mr. Folnovic is serving as our President
      and Chief Executive Officer. The Agreement has a one year term and is renewable
      for up to four 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 Mr. Folnovic with (i) a base annual salary of $120,000;
      (ii) 1,000,000 shares of our restricted common stock to vest at the end of
      each
      one year term he serves under the Agreement up to a maximum aggregate of
      5,000,000 shares; (iii) expense reimbursement; (iv) the right to participate
      in
      all health insurance and other employee benefit plans that we may adopt in
      the
      future; and (v) the right to participate in any incentive programs, stock option
      plans or bonus programs that we may implement in the future.





During
      the term of employment, in the event of a consolidation, merger, or other
      transaction involving a change in control, a sale of substantially all of our
      assets, or a liquidation, so much of the 5,000,000 shares issuable under the
      Agreement that have not been issued to Mr. Folnovic, shall vest and be issued
      to
      Mr. Folnovic.





The
      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 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 and stock rights,
      an amount equal to the greater of (i) 3 months salary or (ii) the remaining
      salary for the then current term.





Massimiliano
      Pozzoni is employed by 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.




25




**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
      the 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.





**Board
      of Directors**





Our
      only
      directors are our two executive officers. 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.




**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
      which 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 three fiscal years ended April 30, 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, 2006 and
      (ii) all individuals that served as executive officers of ours at any time
      during the fiscal year ended April 30, 2006 that received annual compensation
      during the fiscal year ended December 31, 2005 in excess of
      $100,000.




26




**SUMMARY
      COMPENSATION TABLE**




**Annual
                Compensation**
            
            **Long
                Term Compensation****Awards**
            
            **Payments****Name
                of Individual**
              **and
                Principal Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Other
                Annual**
              **Compensation**
            
            **Restricted**
              **Stock**
              **Award(s)**
            
            **Securities**
              **Underlying**
              **Options/SARs**
            
            **LTIP**
              **Payouts**
            
            **All
                Other**
              **Compensation**Kevin
                Moe (1)
            
            
            2006
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Chief
                Executive
            
            
            2005
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Officer
            
            
            2004
            
            
            0
            
            
            0
            
            
            0
            
            
            25,000,000
            (1)
            
            0
            
            
            0
            
            
            0MassimilianoPozzoni
                (2)
            
            
            2006
            
            $
            30,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Chief
                Executive
            
            
            2005
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Officer
            
            
            2004
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





(1)  Kevin
      Moe
      served as our sole executive officer and director from our inception on April
      7,
      2004 until January 27, 2006 when he resigned his executive officer positions.
      Mr. Moe resigned as a director effective June 7, 2006. Mr. Moe received
      25,000,000 shares of our restricted common stock in April 2004 in consideration
      of $50.





(2)  Massimiliano
      Pozzoni served as our Chief Executive Officer from January 27, 2006 until June
      1, 2006. He continues to serve as an executive officer and as a
      Director.





**Options
      / SARs**





No
      stock
      appreciation rights or stock options were granted to the named executive
      officers during the year ended April 30, 2006. We have no stock options or
      stock
      appreciation rights outstanding and have never issued any stock options or
      stock
      appreciation rights since our inception.





**Long
      Term Incentive Plan Awards**





We
      made
      no long-term incentive plan awards to the named executive officers during the
      fiscal year ended April 30, 2006.





**Report
      on Repricing of Options / SARs**





During
      the fiscal year ended April 30, 2006 we did not adjust or amend the exercise
      price of any stock options or SARs owned by the named executives.




27




**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 August 7, 2006 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 such date. 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)**Bank Sal Oppenheim jr. & Cie
              Uraniastrasse 28
              8022 Zurich
              Switzerland
            
            Common
                Stock, par value $0.0001 per share
            
            4,000,000
                Shares (Direct)(3)
            
            6.25%Massimiliano
                Pozzoni
              2
                Allen Center
              1200
                Smith Street
              16thFloor
              Houston,
                TX 77002
            
            Common
                Stock, par value $0.0001 per share
            
            34,750,000
                Shares (Direct)
            
            56.1%John
                Folnovic
              2
                Allen Center
              1200
                Smith Street
              16thFloor
              Houston,
                TX 77002
            
            Common
                Stock, par value $0.0001 per share
            
            0
                Shares
            
            0%All
                officers and
              directors
                as a group
              (2
                persons)
            
            Common
                Stock, par value $0.0001 per share
            
            34,750,000
                Shares
            
            56.1%





(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 62,000,000 shares of common stock issued and outstanding on
                August 7,
                2006.


(3)
              Includes
                  2,000,000 shares underlying presently exercisable common stock
                  purchase
                  warrants.




28




**Changes
      in Control**





Not
      Applicable.




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





In
      April
      2004 we issued 25,000,000 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 is employed as our Secretary, Treasurer and Chief Financial Officer
      under a verbal month to month agreement. See Item 9. Employment
      Agreements.





Effective
      January 27, 2006 we issued 10,000,000 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.




29




**ITEM
      13. EXHIBITS**




**Financial
                  Statements**
              
              **Page**Report
                  of Independent Registered Public Accounting Firm
              
              F-1Consolidated
                  Balance Sheets as at April 30, 2006 and April 30, 2005
              
              F-2Consolidated
                  Statement of Operations for the years ended April 30, 2006 and
                  April 30,
                  2005, and from January 31, 2006 (Inception) to April 30,
                  2006
              
              F-3Consolidated
                  Statements of Stockholders’ Equity (Deficit)
              
              F-4Consolidated
                  Statement of Cash Flows for the years ended April 30, 2006 and
                  April 30,
                  2005 and from January 31, 2006 (Inception) to April 30,
                  2006
              
              F-5Notes
                  to Consolidated Financial Statements
              
              F-6





**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.





30




**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
                (3)10.1
            
            10.1
            
            Asset
                Purchase Agreement, dated January 23, 2006 among Registrant, Massimiliano
                Pozzoni and Kevin Moe (2)10.2
            
            10.2
            
            Purchase
                Agreement dated as of May 9, 2006 between Registrant and Daniel K. Donkel
                and Samuel H. Cade (4)10.3
            
            10.1
            
            Employment
                Agreement dated as of June 1, 2006 between Registrant and John Folnovic
                (5)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
                (6)10.5
            
            10.2
            
            Participation
                Agreement effective as of June 7, 2006 between Registrant and Bayou
                City
                Exploration Inc. regarding the Windfall Prospect (6)10.6
            
            10.3
            
            Participation
                Agreement effective as of June 7, 2006 between Registrant and Bayou
                City
                Exploration Inc. regarding the Zodiac II Prospect (6)10.7
            
            10.1
            
            Participation
                Agreement effective as of July 28, 2006 between Registrant and Whitmar
                Exploration Company regarding the Deweyville Prospect
                (7)10.8
            
            10.2
            
            Amendment
                to Purchase Agreement dated July 31, 2006 between Registrant and
                Daniel K.
                Donkel and Samuel H. Cade (7)14
            
            
            
            Code
                of Ethics21
            
            
            
            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.




31




(2)
            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.





(3)
            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.





(4)
            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.





(5)
            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.




(6)
            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.  (7)
            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.




**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, 2006 and 2005 are set forth in the
      table
      below:





**Fee
                Category**
            
            **Fiscal
                year ended**
              **April
                30, 2006**
            
            **Fiscal
                year ended**
              **April
                30, 2005**Audit
                fees (1)
            
            $
            9,000
            
            $
            6,950Audit-related
                fees (2)
            
            
            4,704
            
            
            0Tax
                fees (3)
            
            
            0
            
            
            0All
                other fees (4)
            
            
            0
            
            
            0Total
                fees
            
            $
            13,704
            
            $
            6,950





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.




32




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.





33





**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**Dated:
              August 10, 2006
            By:
            /s/ John
              I. FolnovicJohn I. Folnovic, President and
              Chief 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 10th day of August,
      2006.





/s/ John
              I.
              FolnovicJohn
                I. Folnovic, President, Chief Executive Officer and
                Director




/s/ Massimiliano
              PozzoniMassimiliano
                  Pozzoni, Vice President, Secretary,
                Treasurer,
                  Chief Financial and Accounting Officer and
                Director




34







WILLIAMS
&
WEBSTER,
        P.S.
        LETTERHEAD
 
  True
        North Energy Corporation
 Houston,
        TX
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 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 statement of operations, stockholders’ equity
        and cash flows for the year then ended and for 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 financial 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 the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes 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 2 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 2. 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-1




**TRUE
                  NORTH ENERGY CORPORATION****(A
                  Exploration Stage Company)****BALANCE
                  SHEETS**
  April
                  30,
              
              April
                  30,2006
              
              2005**ASSETS**CURRENT
                  ASSETSCash
              
              $
              37,223
              
              $
              -Prepaid
                  expense
              
              
              -
              
              
              -Total
                  Current Assets
              
              
              37,223
              
              
              -OTHER
                  ASSETSWebsite
                  development, net of accumulated amortization
              
              
              4,817
              
              
              7,226Unproven
                  oil & gas properties, using successful efforts
                  accounting
              
              
              373,775
              
              
              -Total
                  Other Assets
              
              
              378,592
              
              
              7,226ASSETS
                  FROM DISCONTINUED OPERATIONS
              
              
              -
              
              
              34,756**TOTAL
                  ASSETS**
              
              $
              415,815
              
              $
              41,982**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              16,077
              
              $
              -Accrued
                  liabilities
              
              
              -
              
              
              -Related
                  party payable
              
              
              20
              
              
              -Deposits
                  on stock purchase
              
              
              50,000
              
              
              -Total
                  Current Liabilities
              
              
              66,097
              
              
              -LIABILITIES
                  FROM DISCONTINUED OPERATIONS
              
              
              15,000
              
              
              33,776COMMITMENTS
                  AND CONTINGENCIES
              
              
              -
              
              
              -**STOCKHOLDERS'
                  EQUITY**Preferred
                  stock, $0.0001 par value; 20,000,000 sharesauthorized,
                  0 and 0 shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, $0.0001 par value; 100,000,000 sharesauthorized,
                  60,100,000 and 50,000,000 shares issuedand
                  outstanding, respectively
              
              
              6,010
              
              
              5,000Additional
                  paid-in capital
              
              
              481,654
              
              
              34,944Pre-exploration
                  stage accumulated deficit
              
              
              (72,350
              )
              
              (31,738
              )Accumulated
                  deficit during exploration stage
              
              
              (80,596
              )
              
              -Total
                  Stockholders' Equity
              
              
              334,718
              
              
              8,206**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              415,815
              
              $
              41,982






The
        accompanying notes are an integral part of these financial
        statements.




F-2




**TRUE
                  NORTH ENERGY CORPORATION****(A
                  Exploration Stage Company)****STATEMENTS
                  OF OPERATIONS**
  From
                  January 31, 2006Year
                  Ended
              
              Year
                  Ended
              
              (Inception
                  ofApril
                  30,
              
              April
                  30,
              
              exploration
                  stage) to2006
              
              2005
              
              April
                  30, 2006**REVENUES**
              
              $
              -
              
              $
              -
              
              $
              -**OPERATING
                  EXPENSES**Accounting
                  and audit
              
              
              5,350
              
              
              -
              
              
              5,350Amortization
              
              
              602
              
              
              -
              
              
              602Consulting
              
              
              5,000
              
              
              -
              
              
              5,000Legal
                  fees
              
              
              37,981
              
              
              -
              
              
              37,981General
                  and administrative
              
              
              11,163
              
              
              -
              
              
              11,163Office
                  and rent
              
              
              500
              
              
              -
              
              
              500Officers
                  and directors fees
              
              
              20,000
              
              
              -
              
              
              20,000**TOTAL
                  OPERATING EXPENSES**
              
              
              80,596
              
              
              -
              
              
              80,596**LOSS
                  FROM OPERATIONS**
              
              
              (80,596
              )
              
              -
              
              
              (80,596
              )**NET
                  LOSS FROM CONTINUING OPERATIONS**
              
              
              (80,596
              )
              
              -
              
              
              (80,596
              )**INCOME
                  TAX EXPENSE**
              
              
              -
              
              
              -
              
              
              -**ALLOCATION
                  OF NET LOSS TO DISCONTINUED****OPERATIONS
                  NET OF INCOME TAX**
              
              
              (40,612
              )
              
              (12,988
              )
              
              -**NET
                  LOSS**
              
              $
              (121,208
              )
              $
              (12,988
              )
              $
              (80,596
              )**NET
                  LOSS PER COMMON SHARE,****BASIC
                  AND DILUTED**
              
              $
              (0.01
              )
              $
              nil**WEIGHTED
                  AVERAGE NUMBER OF****COMMON
                  STOCK SHARES****OUTSTANDING,
                  BASIC AND DILUTED**
              
              
              10,666,667
              
              
              6,301,000






The
      accompanying notes are an integral part of these
      financial statements.




F-3




**TRUE
                  NORTH ENERGY CORPORATION****(A
                  Exploration Stage Company)****STATEMENT
                  OF STOCKHOLDERS' EQUITY**
  Additional
              
              
              
              TotalCommon
                  Stock
              
              Paid-in
              
              Accumulated
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Deficit
              
              Equity
                  (Deficit)Balance,
                  April 7, 2004
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cashat
                  $0.000002 per share
              
              
              25,000,000
              
              
              2,500
              
              
              (2,450
              )
              
              -
              
              
              50Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (18,750
              )
              
              (18,750
              )Balance,
                  April 31, 2004
              
              
              25,000,000
              
              
              2,500
              
              
              (2,450
              )
              
              (18,750
              )
              
              (18,700
              )Issuance
                  of common stock for cashat
                  $.002 per share
              
              
              25,000,000
              
              
              2,500
              
              
              47,500
              
              
              -
              
              
              50,000Stock
                  issuance costs
              
              
              -
              
              
              -
              
              
              (10,106
              )
              
              -
              
              
              (10,106
              )Net
                  loss for the year ended,April
                  30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (12,988
              )
              
              (12,988
              )Balance,
                  April 30, 2005
              
              
              50,000,000
              
              
              5,000
              
              
              34,944
              
              
              (31,738
              )
              
              8,206Issuance
                  of common stock for oiland
                  gas lease at $ 0.037 per share
              
              
              10,000,000
              
              
              1,000
              
              
              372,775
              
              
              -
              
              
              373,775Issuance
                  of common stock for cashat
                  $0.50 per share
              
              
              100,000
              
              
              10
              
              
              49,990
              
              
              -
              
              
              50,000Contribution
                  of capital
              
              
              -
              
              
              -
              
              
              23,945
              
              
              -
              
              
              23,945Net
                  loss for the year endedApril
                  30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (121,208
              )
              
              (121,208
              )Balance,
                  April 30, 2006
              
              
              60,100,000
              
              $
              6,010
              
              $
              481,654
              
              $
              (152,946
              )
              $
              334,718






The
      accompanying notes are an integral part of these
      financial statements.




F-4




**TRUE
                  NORTH ENERGY CORPORATION****(A
                  Exploration Stage Company)****STATEMENTS
                  OF CASH FLOWS**
  FromJanuary
                  31, 2006(Inception
                  ofexploration
                  stage)Year
                  Ended
              
              toApril
                  30,
              
              April
                  30, 20062006
              
              2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (121,208
              )
              $
              (12,988
              )
              $
              (121,208
              )Discontinued
                  operations
              
              
              40,603
              
              
              47,390
              
              
              40,603Net
                  loss from continuing operations
              
              
              (80,605
              )
              
              34,402
              
              
              (80,605
              )Adjustments
                  to reconcile net loss to net cashprovided
                  (used) by operating activities:Amortization
              
              
              602
              
              
              -
              
              
              602Decrease
                  (increase) in:
              
              
              
              
              
              
              
              
              -Prepaid
                  expense
              
              
              -
              
              
              -
              
              
              -Increase
                  (decrease) in:
              
              
              
              
              
              
              
              
              -Accounts
                  payable
              
              
              16,021
              
              
              -
              
              
              16,021Accrued
                  liabilities
              
              
              -
              
              
              -
              
              
              -Deposits
                  payable
              
              
              50,000
              
              
              -
              
              
              50,000Related
                  party payable
              
              
              20
              
              
              -
              
              
              20Increase
                  (decrease) from discontinued operations
              
              
              (33,346
              )
              
              -
              
              
              (33,346
              )Net
                  cash provided (used) by operating activities
              
              
              (47,308
              )
              
              34,402
              
              
              (47,308
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Net
                  cash provided (used) by investing activities
              
              
              -
              
              
              -
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                  from issuance of common stock
              
              
              50,000
              
              
              -
              
              
              50,000Net
                  cash provided (used) by financing activities
              
              
              50,000
              
              
              -
              
              
              50,000Net
                  increase in cash and cash equivalents
              
              
              2,692
              
              
              34,402
              
              
              2,692**Cash,
                  beginning of period**
              
              
              34,531
              
              
              129
              
              
              34,531**Cash,
                  end of period**
              
              $
              37,223
              
              $
              34,531
              
              $
              37,223-**SUPPLEMENTAL
                  CASH FLOW INFORMATION:**Interest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes paid
              
              $
              -
              
              $
              -
              
              $
              -**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
              
              $
              -
              
              $
              23,945






The
      accompanying notes are an integral part of these
      financial statements.




F-5




**TRUE
        NORTH ENERGY CORPORATION**
 **(An
        Exploration Stage Company)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**




**NOTE
        1 - NATURE AND CONTINUANCE OF OPERATIONS**
 
 Ameriprint
        International, Ltd. ("the Company") was incorporated in the State of Nevada
        on
        April 7, 2004. The Company's principal operations, which consisted of printing,
        advertising and graphic design services, were minimal and discontinued in
        January 2006. At January 31, 2006, the Company underwent a change of control
        and
        its focus changed to oil and gas exploration and development. Effective March
        28, 2006, the Company changed the name of the corporation from Ameriprint
        International, Ltd. to True North Energy Corporation. (See Note 3 and
        4.)
 
 The
        Company's year-end is April 30. The Company's principal office is located
        in
        Houston, Texas. The Company’s core business is to explore, develop, produce and
        acquire natural gas and oil properties. The Company is engaged in oil and
        gas
        exploration activities in Texas, Louisiana and Alaska.
 
 The
        Company is in the exploration stage as a natural gas exploration company
        and, as
        such, has not realized any revenues from its planned operations. The Company
        currently has no developed properties and no production.
 
 The
        Company’s ability to develop and maintain a meaningful level of revenues from
        operations is dependent on the Company’s ability to secure appropriate level of
        financing and to successfully drill exploration and development wells and
        complete producing property acquisitions.
 
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 This
        summary of significant accounting policies is presented to assist in
        understanding the financial statements. The financial statements and notes
        are
        representations of the Company’s management, which is responsible for their
        integrity and objectivity. These accounting policies conform to accounting
        principles generally accepted in the U.S. and have been consistently applied
        in
        the preparation of the financial statements.
 
 Accounting
        Method
 These
        financial statements and related notes are presented in accordance with
        accounting principles generally accepted in the United States, and are expressed
        in U.S. dollars. The Company's fiscal year-end is April 30.
 
 Basic
        and Diluted Loss per Share
 The
        Company computes net income (loss) per share in accordance with Statement
        of
        Financial Accounting Standard No. 128, "Earnings per Share" (hereinafter
“SFAS
        No. 128”). SFAS No. 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 income (loss) available to common shareholders (numerator) by
        the
        weighted average number of shares outstanding (denominator) during the period.
        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 antidilutive.
  F-6
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 Cash
        and Cash Equivalents
 The
        Company considers all highly liquid instruments with maturity of three months
        or
        less at the time of issuance to be cash equivalents.
 
 Comprehensive
        Loss
 Statement
        of Financial Accounting Standards No. 130, "Reporting Comprehensive Income,"
        establishes standards for the reporting and display of comprehensive loss
        and
        its components in the financial statements. As at April 30, 2006 and 2005,
        the
        Company has no items that represent a comprehensive loss and, therefore,
        has not
        included a schedule of comprehensive loss in the financial
        statements.
 
 Estimates
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.
 
 Financial
        Instruments
 The
        fair
        values of cash, accounts payable, accrued liabilities and due to a related
        party
        approximate their carrying values due to the immediate or short-term maturity
        of
        these financial instruments.
 
 Going
        Concern
 These
        financial statements have been prepared on a going concern basis, which implies
        the Company will continue to realize its assets and discharge its liabilities
        in
        the normal course of business. The continuation of the Company as a going
        concern is dependent upon the continued financial support from its shareholders,
        the ability of the Company to obtain necessary equity financing to continue
        operations and the attainment of profitable operations. As at April 30, 2006,
        the Company had no revenues, had negative working capital, and had accumulated
        losses since inception. These financial statements do not include any
        adjustments to the recoverability and classification of recorded asset amounts
        and classification of liabilities that might be necessary should the Company
        be
        unable to continue as a going concern. These factors raise substantial doubt
        regarding the Company’s ability to continue as a going concern.
 
 Income
        Taxes
 Potential
        benefits of income tax losses are not recognized in the accounts until
        realization is more likely than not. The Company has adopted Statement of
        Financial Accounting Standards No. 109, as of its inception. Pursuant to
        SFAS
        No. 109 the Company is required to compute tax asset benefits for net operating
        losses carried forward. The potential benefits of net operating losses have
        not
        been recognized in these financial statements because the Company cannot
        be
        assured it is more likely than not it will utilize the net operating losses
        carried forward in future years.
  F-7
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 Long-lived
        Assets
 In
        accordance with Statement of Financial Accounting Standards No. 144, “Accounting
        for the Impairment or Disposal of Long-Lived Assets", the carrying value
        of
        intangible assets and other long-lived assets is reviewed on a regular basis
        for
        the existence of facts or circumstances that may suggest impairment. The
        Company
        recognizes impairment when the sum of the 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.
 
 Oil
        and Gas Properties
 The
        Company uses the successful efforts method of accounting for oil and gas
        producing 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 are capitalized. Costs to drill exploratory
        wells that do not find proved reserves, geological and geophysical costs,
        and
        costs of carrying and retaining unproved properties are expensed.
 
 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
        impairment by providing an impairment allowance. Other unproved properties
        are
        amortized based on the Company’s experience of successful drilling and average
        holding period. Capitalized costs of producing oil and gas properties, after
        considering estimated dismantlement and abandonment costs and estimated salvage
        values, are depreciated and depleted by the units-of-production method. Support
        equipment and other property and equipment are depreciated over their estimated
        useful lives.
 
 On
        the
        sale or retirement of a complete unit of a proven property, the cost and
        related
        accumulated depreciation, depletion, and amortization are eliminated from
        the
        property accounts, and the resultant gain or loss is recognized. On the
        retirement or sale of a partial unit of proven property, the cost is charged
        to
        accumulated depreciation, depletion, and amortization with a resulting gain
        or
        loss recognized in income.
 
 On
        the
        sale of an entire interest in an unproved property for cash or cash equivalent,
        gain or loss on the sale is recognized, taking into consideration the amount
        of
        any unrecorded impairment if the property had been assessed individually.
        If a
        partial interest in an unproved property is sold, the amount received is
        treated
        as a reduction of the cost of the interest retained.
  F-8
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 
 Recent
        Accounting Pronouncements
 In
        March
        2006, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
        amendment of FASB Statement No. 140.” This statement requires an entity to
        recognize a servicing asset or servicing liability each time it undertakes
        an
        obligation to service a financial asset by entering into a servicing contract
        in
        any of the following situations: a transfer of the servicer’s financial assets
        that meets the requirements for sale accounting; a transfer of the servicer’s
        financial assets to a qualifying special-purpose entity in a guaranteed mortgage
        securitization in which the transferor retains all of the resulting securities
        and classifies them as either available-for-sale securities or trading
        securities; or an acquisition or assumption of an obligation to service a
        financial asset that does not relate to financial assets of the servicer
        or its
        consolidated affiliates. The statement also requires all separately recognized
        servicing assets and servicing liabilities to be initially measured at fair
        value, if practicable and permits an entity to choose either the amortization
        or
        fair value method for subsequent measurement of each class of servicing assets
        and liabilities. The statement further permits, at its initial adoption,
        a
        one-time reclassification of available for sale securities to trading securities
        by entities with recognized servicing rights, without calling into question
        the
        treatment of other available for sale securities under Statement 115, provided
        that the available for sale securities are identified in some manner as
        offsetting the entity’s exposure to changes in fair value of servicing assets or
        servicing liabilities that a servicer elects to subsequently measure at fair
        value and requires separate presentation of servicing assets and servicing
        liabilities subsequently measured at fair value in the statement of financial
        position and additional disclosures for all separately recognized servicing
        assets and servicing liabilities. This statement is effective for fiscal
        years
        beginning after September 15, 2006, with early adoption permitted as of the
        beginning of an entity’s fiscal year. Management believes the adoption of this
        statement will have no impact on the Company’s financial condition or results of
        operations.
 
 In
        February 2006, the Financial Accounting Standards Board issued Statement
        of
        Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
        Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
        No. 155”). This statement established the accounting for certain derivatives
        embedded in other instruments.  It simplifies accounting for certain hybrid
        financial instruments by permitting fair value remeasurement for any hybrid
        instrument that contains an embedded derivative that otherwise would require
        bifurcation under SFAS No. 133 as well as eliminating a restriction on the
        passive derivative instruments that a qualifying special-purpose entity (“SPE”)
        may hold under SFAS No. 140.  This statement allows a public entity to
        irrevocably elect to initially and subsequently measure a hybrid instrument
        that
        would be required to be separated into a host contract and derivative in
        its
        entirety at fair value (with changes in fair value recognized in earnings)
        so
        long as that instrument is not designated as a hedging instrument pursuant
        to
        the statement.  SFAS No. 140 previously prohibited
        a qualifying special-purpose entity from holding a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. This
        statement is effective for fiscal years beginning after September 15, 2006,
        with
        early adoption permitted as of the beginning of an entity’s fiscal year.
        Management believes the adoption of this statement will have no impact on
        the
        Company’s financial condition or results of operations.
  F-9
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 
 In
        May
        2005, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards No. 154, "Accounting Changes and Error Corrections -
        A
        Replacement of APB Opinion No. 20 and SFAS No. 3". SFAS 154 changes the
        requirements for the accounting for and reporting of a change in accounting
        principle and applies to all voluntary changes in accounting principle. It
        also
        applies to changes required by an accounting pronouncement in the unusual
        instance that the pronouncement does not include specific transition provisions.
        SFAS 154 requires retrospective application to prior periods' financial
        statements of changes in accounting principle, unless it is impracticable
        to
        determine either the period-specific effects or the cumulative effect of
        the
        change. The provisions of SFAS No. 154 are effective for accounting changes
        and
        correction of errors made in fiscal years beginning after December 15, 2005.
        The
        adoption of this standard is not expected to have a material effect on the
        Company's results of operations or financial position.
 
 In
        December 2004, the FASB issued SFAS No. 123 (Revised 2004) (" SFAS No. 123R"),
        "Share-Based Payment." SFAS No. 123R requires that the compensation cost
        relating to share-based payment transactions be recognized in financial
        statements. That cost will be measured based on the fair value of the equity
        or
        liability instruments issued. SFAS No. 123R represents the culmination of
        a
        two-year effort to respond to requests from investors and many others that
        the
        FASB improve the accounting for share-based payment arrangements with employees.
        The scope of SFAS No. 123R includes a wide range of share-based compensation
        arrangements including share options, restricted share plans, performance-based
        awards, share appreciation rights, and employee share purchase plans. SFAS
        No.
        123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and
        supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".
        SFAS
        No. 123, as originally issued in 1995, established as preferable a
        fair-value-based method of accounting for share-based payment transactions
        with
        employees. However, that statement permitted entities the option of continuing
        to apply the guidance in APB Opinion No. 25, as long as the footnotes to
        the
        financial statements disclosed what net income would have been had the
        preferable fair-value-based method been used. Although those disclosures
        helped
        to mitigate the problems associated with accounting under APB Opinion No.
        25,
        many investors and other users of financial statements believed that the
        failure
        to include employee compensation costs in the income statement impaired the
        transparency, comparability, and credibility of financial statements. Public
        entities that file as small business issuers will be required to apply Statement
        123R in the first interim or annual reporting period that begins after December
        15, 2005. The adoption of this standard is not expected to have a material
        impact on the Company's results of operations or financial
        position.
 
 Revenue
        Recognition
 The
        Company recognizes revenue in accordance with Securities and Exchange Commission
        Staff Accounting Bulletin No. 101, "Revenue Recognition". Revenue is recognized
        only when the price is fixed or determinable, persuasive evidence of an
        arrangement exists, the service is performed, and collectibility is reasonably
        assured.
 
 Stock
        Split
 The
        Company’s board of directors authorized on April 18, 2006 a 5 for 1 stock split
        of its $0.0001 par value common stock. All references in the accompanying
        financial statements to the number of common shares outstanding and per share
        amounts have been restated to reflect the stock split
  F-10
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 
 
 **NOTE
        3 - CHANGE OF CONTROL AND NAME CHANGE**
 
 On
        January 11, 2006, the sole officer and director sold 24,750,000 shares of
        the
        Company’s common stock to an outside party. Prior to the sale, the sole officer
        and director owned 25,000,000 shares of common stock or 50% of our total
        outstanding shares and the outside party did not own any shares of our common
        stock. After the sale, the sole officer and director owns less than 1% of
        the
        total outstanding shares and the outside party owns 24,750,000 shares of
        the
        Company’s common stock or 49.50% of the Company’s total outstanding shares. The
        outside party paid the sole officer and director $99,000 for the 24,750,000
        shares of common stock.
 
 As
        of
        January 27, 2006, the outside party was appointed to our board of directors,
        accepted the resignation of the sole officer and director and appointed the
        outside party to the vacated executive officer positions including president,
        secretary, treasurer, CEO and CFO.
 
 Effective
        March 28, 2006, the Company changed the name of the corporation from Ameriprint
        International, Ltd. to True North Energy Corporation, and changed the par
        value
        of common shares from $0.00001 to $0.0001. All references in the accompanying
        financial statements to the value of common shares outstanding and per share
        amounts have been restated to reflect the change in par value. (See Note
        4).
 
 
 **NOTE
        4 - CAPITAL STOCK**
 
 Preferred
        Stock ****
 The
        Company is authorized to issue 20,000,000 shares of preferred stock with
        a par
        value of $0.0001. As of April 30, 2006 and 2005, the Company has not issued
        any
        preferred stock.
 
 Common
        Stock
 The
        Company is authorized to issue 100,000,000 shares of common stock. All shares
        have equal voting rights, are non-assessable and have one vote per share.
        Voting
        rights are not cumulative and, therefore, the holders of more than 50% of
        the
        common stock could, if they choose to do so, elect all of the directors of
        the
        Company.
 
 In
        its
        initial capitalization in April 7, 2004, the Company issued 25,000,000 shares
        of
        common stock for a total of $50 cash.
 
 During
        the year ended April 30, 2005, the Company issued 25,000,000 shares of common
        stock for a total of $50,000 cash.
 
 During
        the year ended April 30, 2006, the Company issued 10,100,000 shares of common
        stock for $373,775 in oil and gas leases, and $50,000 cash.
  F-11
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
 
 
 **NOTE
        5 - CONTRIBUTION OF CAPITAL**
 
 During
        the year ended April 30, 2006, certain Company shareholders elected to forgive
        $23,945 of unsecured, non-interest bearing debt. The aggregate amount of
        the
        shareholder forgiveness has been
        recorded as a contribution of capital on the Company's statement of
        stockholders' equity.
 
 
 **NOTE
        6 - OIL AND GAS LEASES**
 
 On
        January 23, 2005, the Company acquired rights from a shareholder in the State
        of
        Alaska pursuant to an asset purchase agreement (the “Agreement”). Pursuant to
        the Agreement, the Company also acquired rights, from the same shareholder,
        in
        unissued State of Alaska oil and gas leases. In consideration of the sale
        of the
        issued and unissued leases, the Company issued 10,000,000 shares of its
        restricted common stock. The unissued leases have not been issued by the
        State
        of Alaska as of the date hereof but are expected to be issued in the future.
        No
        assurance can be given however, that this will prove to be the case. The
        issued
        leases are in full force and effect and are free and clear of any liens or
        encumbrances. They provide for a net revenue interest of 87.5% prior to an
        overriding 5% royalty. If and when issued, the Company’s rights in the unissued
        leases will be the same as the Company’s rights in the issued leases. The
        Company has assumed all obligations under the issued leases from and after
        the
        date of purchase, including the obligation to timely pay all rentals due
        thereunder and shall assume similar obligations under the unissued leases
        if and
        when issued. In connection with the acquisition, the Company also assumed
        the
        obligation to drill or cause to be drilled, at its sole expense, within 5
        years
        of November 28, 2005, a test well, to completion or abandonment, on at least
        one
        of the leases, to a bottomhole depth and location at least sufficient to
        test
        both the West Foreland and Hemlock Formation. Failure to drill the test well
        by
        November 27, 2010 to completion or abandonment will result in the Company’s
        forfeiture of leases.
 
 
 **NOTE
        7 - RELATED PARTY TRANSACTIONS**
 
 The
        balance due to the former president of the Company of $15,000 and $23,655
        on
        April 30, 2006 and 2005, respectively, is unsecured, non-interest bearing
        and
        due on demand. These amounts are included in liabilities from discontinued
        operations.
 
 See
        Note
        6 for additional related party transactions.
 
 
 **NOTE
        8 - DISCONTINUED OPERATIONS**
 
 During
        the period ended April 30, 2006, the Company elected to discontinue the
        operations of Ameriprint International, Ltd. and recorded costs associated
        from
        discontinued operations of $40,603. In addition, the Company reclassified
        the
        April 30, 2005 balance sheet to reflect $34,756 of assets and $33,776 of
        liabilities from the discontinued operation.
  F-12
 
 **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
  The
        assets and liabilities attributed to discontinued operations were as
        follows:
 April
                  30, 2005Cash
              
              $
              34,531Prepaid
                  expense
              
              
              225Total
                  assets from discontinued operations
              
              $
              34,756Accounts
                  payable
              
              $
              2,000Accrued
                  liabilities
              
              
              8,121Accounts
                  payable - related party
              
              
              23,655Total
                  liabilities from discontinued operations
              
              $
              33,776
 
 In
        June
        2002, the Financial Accounting Standards Board issued Statement of Financial
        Accounting Standards, No. 146, “Accounting for Costs Associated with Exit or
        Disposal Activities” (hereinafter “SFAS No. 146”). SFAS No. 146 addresses
        significant issues regarding the recognition, measurement, and reporting
        of
        costs associated with exit and disposal activities, including restructuring
        activities. SFAS No. 146 also addresses recognition of certain costs related
        to
        terminating a contract that is not a capital lease, costs to consolidate
        facilities or relocate employees, and termination benefits provided to employees
        that are involuntarily terminated under the terms of a one-time benefit
        arrangement that is not an ongoing benefit arrangement or an individual
        deferred-compensation contract. SFAS No. 146 was issued in June 2002, effective
        December 31, 2002. The Company’s financial position and results of operations
        have not been affected by adopting SFAS No. 146.
 
 
 **NOTE
        9 - INCOME TAXES**
 
 At
        April
        30, 2006, the Company had deferred tax assets of $52,000 principally arising
        from net operating loss carryforwards for income tax purposes calculated
        at an
        expected rate of 34%. As management of the Company cannot determine that
        it is
        more likely than not that the Company will realize the benefit of the deferred
        tax assets, a valuation allowance equal to the deferred tax assets was recorded
        at April 30, 2006 and 2005. The significant components of the deferred tax
        assets at April 30, 2006 and April 30, 2005 were as follows:
 
 April
                  30,2006
              
              April
                  30, 2005Net
                  operating loss carryforward****
              
              $
              152,946
              
              $
              31,738Deferred
                  tax asset
              
              $
              52,000
              
              $
              10,791Deferred
                  tax asset valuation allowance
              
              
              (52,000
              )
              
              (10,791
              )Net
                  deferred tax asset
              
              $
              -
              
              $
              -
  F-13
  **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
  At
        April
        30, 2006, the Company has net operating loss carryforwards of approximately
        $153,000 which expire in the years 2021 through 2026. The change in the
        allowance account from April 30, 2005 to April 30, 2006 was an increase of
        $41,209, due to the increase in net operating losses.
 
 During
        2006, the Company’s changes in ownership could be regarded as a control change
        under the Internal Revenue Code (IRC). Under IRC Section 382, a control change
        will limit the utilization of the net operating losses. The Company has not
        determined the effects of any limitations on the value of net operating losses
        or any tax credits outstanding prior to the control change. In addition,
        any
        future control change may further limit the extent to which the net operating
        loss carryforwards can be used to offset future taxable income.
 
 
 **NOTE
        10 - SUBSEQUENT EVENTS**
 
 On
        May 9,
        2006, the Company sold 1,250,000 units at a price of $0.80 per unit or
        $1,000,000 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
        the
        Company’s 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.
 
 Effective
        May 9, 2006, the Company entered into a purchase agreement and acquired rights
        in State of Alaska oil and gas leases ADL 390834, 390839, 390840 and 390841
        from
        two unrelated persons. The total purchase price for the unissued leases pursuant
        to the agreement is $276,480. The unissued leases cover an aggregate of
        approximately 10,000 acres of land on the North Slope of Alaska. Pursuant
        to the
        agreement, the Company has delivered an aggregate amount of $286,720 to an
        escrow account. At closing, $81,920 of the escrowed funds shall be used to
        pay
        to the State of Alaska all balances due on the unissued leases and $10,240
        of
        the escrowed funds shall be used to pay to the State of Alaska the first
        year of
        rental payments due on the unissued leases.
 
 Effective
        June 1, the Company’s president and chief executive officer resigned. On the
        same date, an outside party was appointed to those positions and was also
        appointed as a director.
  Effective
        June 7, 2006, the Company entered into oil and gas well participation agreements
        with Bayou City Exploration, Inc. whereby the Company agreed to participate
        in
        the drilling of a test well on each of three oil and gas prospects including
        the
        Jaboncillo Windfall Prospect and Frost National Bank Deep Prospect, each
        located
        in Live Oak County Texas and the Zodiac II Prospect located in Jeff Davis
        and
        Calcasieu Parishes in Louisiana.
  F-14
 
 **TRUE
          NORTH ENERGY CORPORATION**
 **(An
          Exploration Stage Company)**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
  On
        July
        27, 2006, the Company sold 650,000 common shares at a price of $1.00 per
        share.
        Each common share consists of one share of 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 $1.70 per share.
 
 On
        July
        28, 2006, the Company entered into a participation agreement with Whitmar
        Exploration Company with respect to the drilling of a 13,000 foot test well
        to
        test the Yegua Sands on the Deweyville Prospect located in Newton County,
        Texas
        and Calcasieu Parish, Louisiana.
  F-15