SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March ~~June 21~~2, ~~2007~~ 2009

TRUE NORTH ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-51519	98-043482
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2 Allen Center, 1200 Smith Street 16th Floor, Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 353-3948

2 Allen Center, 1200 Smith Street 16th Floor, Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 353-3948

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting ~~material~~ ~~pursuant~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1 2.0104 ~~ENTRY~~TRIGGERING ~~INTO~~EVENTS THAT ACCELERATE OR INCREASE A ~~MATERIAL~~DIRECT ~~DEFINITIVE~~FINANCIAL ~~AGREEMENT~~OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT

~~On June 21,~~Event 2007 we entered into a Purchase and Sale Agreement (the “Agreement”) with Constance D. Knight (the “Seller”) pursuant to which we purchased certain oil and gas interests and properties owned by Seller in Northwest Colorado in an area covering more than 17,000 acres. The Agreement was given retroactive effect to June 1, 2007. Thereunder we acquired all of ~~the Seller’s~~ right, title and interest in certain oil and gas properties together with all other interests of Seller, if any, in units, wells, leases, rights of way, and easements and all contracts related thereto. We also acquired all of Seller’s right, title and interest in any equipment located on or appurtenant to a lease and used exclusively in the operation of a well, as well as all personal property, technical, geological, seismic and other geophysical data. The properties include all oil and gas leases affecting lands and minerals owned by Seller in the designated area along with all producing and non-producing wells located thereon as well as all disposal wells together with any surface and down hole equipment, well files for each well, tank batteries, heater treaters, compressors, flow lines, pipelines, and other equipment used in the transportation or treatment of oil and gas, all pipe and other equipment, materials and supplies owned by Seller.Default

~~The~~Due to ~~purchase~~the ~~price~~recent ~~for~~decreases ~~the~~in ~~interests~~oil and ~~properties~~gas ~~was~~prices, ~~approximately~~we were unable to pay the $1100,~~036,~~000 ~~or sixty~~payment ~~dollars~~due ~~($60~~on March 2, 2009 to Valens U.~~00)~~S. ~~per~~SPV ~~acre~~I, ~~together~~LLC ~~with~~(“Valens anUS”) ~~overriding~~and ~~royalty~~Valens Offshore SPV II Corp. (~~collectively~~“Valens Offshore”). Valens US and Valens Offshore, hereinafter referred to as the “~~Purchase~~Holders,” ~~Price~~are the holders of our Amended and Restated Secured Term Notes (the “Valens Notes”) ~~which~~dated ~~was~~March ~~payable~~31, 2008. asOur failure to pay the amount due March 2, 2009 and not make payment ~~follows:~~within three days thereafter constituted an event of default under the Valens Notes.

·On ~~Cash~~March 5, ~~Consideration.~~2009 ~~Twenty~~the ~~dollars~~Holders provided us with written notice of default (the “Notice”) under which they have advised us that the obligations and liabilities owed by us to the Holders under the Valens Notes and related documents have been accelerated. The Notice makes demand on us to pay the sum of $204,513,264.~~00)~~59 (which ~~per~~is ~~acre~~a Default Payment, as such term is defined in ~~cash~~the Valens Notes, constituting ~~for~~125% aof ~~total~~outstanding principal amount of ~~$345,477~~the ~~payable~~Valens atNotes ~~closing~~plus accrued (but unpaid interest due thereon and any fees and other amounts due under the ~~“Cash~~Valens ~~Consideration”~~Notes). ~~The~~to ~~Cash~~the ~~Consideration~~Holders ~~paid~~no later than 2:00 pm (New York time) on March 10, 2009 and provides further that in the event of non-payment by the payment date and time that the Holders will exercise their rights and remedies against us, atas ~~closing~~applicable, ~~was~~under ~~reduced~~the byValens Notes and related documents and applicable laws. Under the ~~$180~~Notice,~~000~~ ~~previously~~the ~~advanced~~Holders have reserved their right to immediately commence foreclosure proceedings against our assets, as applicable. Under any such foreclosure proceedings, the Holders will seek to take possession of the assets owned by us and our wholly owned subsidiary, ICF Energy Corporation (“ICF”), covered by the liens and security interests granted to ~~Seller~~the ~~pursuant~~Holders under the Master Security Agreement dated September 18, 2007, and related agreements. These assets include all of our producing oil and gas properties. We do not believe that the Holders have the right to take possession of our Alaska and Colorado properties. On February 26, 2009, in reliance on Section 7.4 of the September 18, 2007 Securities Purchase Agreement among us, ICF and the Holders, we provided the Holders with a ~~promissory~~formal ~~note~~written request for the release of the liens and ~~was~~security ~~further~~interests ~~reduced~~created byunder the ~~interest~~Deeds ~~due~~of Trust on our Alaska and Colorado properties. We did so on the ~~note~~basis atthat ~~closing;~~the Holders were required to release such liens and security interests on the Alaska and Colorado properties effective September 18, 2008 as we were, to the best of our knowledge, then current in our payments due under the Notes and not then in default under the Notes. The Holders have yet to respond to our release request.

·Our ~~Stock~~Board of ~~Consideration.~~Directors ~~Shares~~is ofcurrently ~~our~~reviewing ~~restricted~~the ~~stock~~Notice ~~valued~~and atevaluating whether options such as the ~~market~~declaration ~~close~~of onbankruptcy, ~~June~~going 21dark, obtaining ~~2007~~capital ~~less~~from aother ~~thirty-five~~sources ~~percent~~or ~~(35%)~~other ~~discount~~strategic ~~and~~alternatives ~~exchanged~~are available atto aus. We ~~rate~~do ofnot ~~forty~~have ~~dollars~~the ~~($40.00)~~resources ~~per~~to ~~acre~~satisfy (the ~~“Stock~~monetary obligations ~~Consideration”).~~demanded ~~Pursuant~~in ~~thereto~~the Notice and will, therefore, be making a determination shortly as to what actions we ~~are~~will ~~obligated~~take in response to ~~issue~~the ~~1,832,769~~Notice and ~~shares~~in furtherance of our ~~common~~request ~~stock~~to the Holders to ~~Seller;~~release the liens and security interests on our Alaska and Colorado properties.

· Overriding Royalty. The overriding royalty interests (“ORRI”) required to be paid to Seller pursuant to the Agreement with respect to both existing leases and after acquired interests will be calculated on a sliding scale depending upon the net revenue interest (“NRI”) remaining after only the landowner’s royalty and/or existing burdens have been deducted. The ORRI is based on 100% working interest and 8/8ths mineral interest and will be determined in accordance with the following table:

3% ORRI of 8/8 mineral interest for NRI = 87.5% - 84%

2% ORRI of 8/8 mineral interest for NRI = <84% - 80%

1% ORRI of 8/8 mineral interest for NRI = <80%

The ~~Agreement~~ ~~further provides for our recoupment of acquisition costs prior to~~Valens ~~paying the ORRI to Seller with respect to our acquisition of producing properties from Seller that are located in the area of mutual interest.~~Notes

~~ITEM~~On 9September 18, 2007 we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the Holders pursuant to which we sold secured term notes to the Holders in the aggregate principal amount of $3,750,000.01 The ~~FINANCIAL~~notes ~~STATEMENTS~~were ~~AND~~amended ~~EXHIBITS~~on December 7, 2007 and on March 31, 2008 the Holders made an additional advance to us in the aggregate amount of $425,000. As of February 28, 2009 the aggregate principal amount due under the Valens Notes was $3,561,482.26.

~~Exhibits~~The ~~filed~~Valens asNotes ~~part~~mature on September 18, 2010 (the “Maturity Date”) and provide for interest payments on the outstanding principal amount at the rate of ~~this~~13% ~~Report~~per annum payable monthly in arrears. The interest rate associated with the Valens Notes increases following the occurrence and during the continuance of an event of default by 2% per month. Amortizing payments of principal are asdue monthly ~~follows:~~on the first business day of each month through and including the Maturity Date (each an “Amortization Date”). Monthly debt service payments required by the Valens Notes are equal to (A) the greater of (i) $100,000 or (ii) eighty percent of the net revenues relating to all oil and gas properties of ICF for the calendar month immediately preceding the applicable Amortization Date (which increases to one hundred percent of the net revenues upon the occurrence and during the continuance of an event of default) plus (B) any other unpaid amounts then owing under the Notes, the Securities Purchase Agreement or any other related agreements.

~~Exhibit 10~~ITEM 8.~~1 Purchase and~~ ~~Sale~~OTHER ~~Agreement dated June 21, 2007 between Registrant and Constance Knight~~EVENTS

~~SIGNATURE~~Termination of Advisory Board

~~Pursuant to~~As the result ~~requirements~~ of ~~the~~our ~~Securities~~financial ~~Exchange~~condition, ~~Act~~on ofMarch ~~1934~~5, 2009 we reached mutual agreement with each member of our Advisory Board to terminate the ~~Registrant~~Advisory Board effective ~~has duly~~March ~~cause~~5, ~~this~~2009. In ~~Report~~connection therewith, we and each member of the Advisory Board agreed to bewaive ~~signed~~the on30 ~~its~~day ~~behalf~~prior bywritten notice requirement provided for in our engagement letters with the ~~undersigned~~Advisory ~~hereunto~~Board members to effect ~~duly~~such ~~authorized~~termination.

	TRUE NORTH ENERGY CORPORATION
Dated: June 29, 2007	By:	/s/ John Folnovic
		Name: John I. Folnovic Title: President and Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRUE NORTH ENERGY CORPORATION

Dated: March 6, 2009	By:	/s/ John I. Folnovic
	Name:	John I. Folnovic
	Title:	President and Chief Executive Officer

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