UNITED STATES 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) November 25, 2009

                              THRUST ENERGY CORP.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                   000-52403
                            (Commission File Number)

                                   20-3373669
                       (IRS Employer Identification No.)

          3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO    M8X 2Y8
             (Address of principal executive offices and Zip Code)

                                 (647) 456-9521
              (Registrant's telephone number, including area code)

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:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

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

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


<PAGE>
ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As used in this Current Report on Form 8-K, all references to the "Company,"
"we," "our", "us" and "Thrust" refer to the Registrant.

                                THE ACQUISITION

On November 25, 2009, we entered into an interim agreement by which we acquired
by assignment from an independent third party (the "Assignment"), the right to
acquire up to a 49% working interest in six natural gas wells in Alberta, Canada
(the "Project"), in exchange for cash consideration of up to $1,000,000 CAD (the
"Cash Consideration").  The Cash Consideration will be used to develop or
recomplete the wells comprising the Project and bring them into production.

As consideration for the Assignment, we paid a total of $160,000 USD, and
undertook to issue a total of 75 million common shares and 5,000,000 preferred
shares to the assignor upon completion of the acquisition of our working
interest in the Project.

Of the cash paid for the Assignment, $100,000 CAD was applied to the Cash
Consideration (the "Initial Payment"), yielding the right to an initial 4.9%
working interest in the Project (the "Initial Interest").  Our working interest
in the Project will be increased up to 49%, pro rata, with the payment of the
Cash Consideration.

If we are unable to provide the Cash Consideration within two weeks of a demand
for it by the Project operator (the "Demand Period"), then the Project operator
may seek financing from other sources, and will have the right, for a period of
12 months from the end of the Demand Period to redeem the Initial Interest by
refunding the Initial Payment to us.

The Assignment contemplates the execution of a formal, definitive agreement
between the parties and the Project operator before December 17, 2009.

                           FORWARD-LOOKING STATEMENTS

Information in this current report contains "forward looking statements" which
can be identified by the use of forward-looking words such as "believes",
"estimates", "could", "possibly", "probably", "anticipates", "estimates",
"projects", "expects", "may", or "should" or other variations or similar words.
No assurance can be given that the future results anticipated by the
forward-looking statements will be achieved.  These statements constitute
cautionary statements identifying important factors with respect to those
forward-looking statements, including certain risks and uncertainties that could
cause actual results to vary materially from the future results anticipated by
those forward-looking statements.  Such statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks in the section titled "Risk Factors".  Among the key factors that have a
direct bearing on our results of operations are the effects of various
governmental regulations, the fluctuation of our direct costs and the costs and
effectiveness of our operating strategy.  Other factors could also cause actual
results to vary materially from the future results anticipated by those
forward-looking statements.

The forward-looking statements are based upon management's current views and
assumptions regarding future events and operating performance, and are
applicable only as of the dates of such statements.  We do not have any
intention or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, changes in assumptions,
or otherwise.

                            DESCRIPTION OF BUSINESS

GENERAL

We are an energy company, engaged in the exploration of commercially exploitable
oil  and gas reserves and the development of renewable energy resources, such as
solar  and  wind.  We  were incorporated in the State of Nevada on September 15,
2004.  Our office is located at Suite 1440, 3044 Bloor Street, Toronto, Ontario.
We  have  no subsidiaries. Our telephone number is (647) 456-9521. Our facsimile
number  is  (647)  439-3785.


<PAGE>
BUSINESS

We  are  an  exploration stage oil and gas company.  Since our business requires
significant  capital and we have limited assets and resources, we will initially
participate in the oil and gas industry by acquiring undivided working interests
in  small oil and gas exploration properties and non-operating interests in both
producing  and  exploration  projects  throughout  the United States and Canada.
There  can  be  no  assurance  that we will be successful in our exploration and
investment  activities.  The  oil  and gas business involves numerous risks. See
"Risk  Factors"  on  page 5.  A "working interest" is an interest in a well that
bears  the  drilling and operating expenses thereof.  A "non-operating interest"
is  a  working  interest  for  which  the  owner  does  not  operate  the  well.

Our  management  is  not  experienced  in  the  oil  and  gas industry.  We will
therefore  rely  on consultants to identify, evaluate and structure suitable oil
and  gas acquisition opportunities.  With the assistance of our consultants and,
to  a  lesser  extent,  unsolicited submissions, we intend to evaluate potential
acquisitions  of  oil and gas interests in the United States and Canada that may
become  available  on acceptable terms and that have the potential to provide us
with  production  revenue  and  reserves.

We  will  rely on third parties for outsourced drilling and exploration services
as  appropriate.  By  outsourcing  an appropriate level of the capital-intensive
aspects  of  our  business,  we  expect  to achieve significant cost savings and
operational  efficiencies.  We believe that our business model will permit us to
maximize  the  use  of  our  otherwise  limited  resources,  reduce  the risk of
unsuccessful  drilling  efforts,  and  capitalize  on  the  experience  of  our
consultants.

We  are  focusing  our acquisition and exploration activities in the Province of
Alberta.  This  region  is characterized by potentially long-lived reserves with
predictable  and  relatively  low  production depletion rates, multiple geologic
targets  that  decrease  risk,  lower  service costs than in more competitive or
remote  areas,  a  favorable  regulatory  environment  that  encourages drilling
efforts, and limited federal land or land access impediments.  We will, however,
consider  any  prospective  oil and gas projects located in the United States or
Canada  that we believe may yield commercially producible amounts of oil or gas.

We  have  not earned any revenue since our inception and presently have negative
cash  flow.  To  date,  our  efforts  upon  have  been  devoted  to  acquiring
non-operating  interests  in  projects that are already producing oil or natural
gas,  and  thereby  generate  positive  cash  flow  to  fund  operations  and
re-investment in other oil and gas projects.  We have also pursued non-operating
interests  in  exploration  projects.  In 2009, we expanded our business plan to
include  the  development  of  renewable  energy  sources.

On  November 25, 2009, we entered into an interim agreement by which we acquired
by  assignment  from an independent third party (the "Assignment"), the right to
acquire up to a 49% working interest in six natural gas wells in Alberta, Canada
(the "Project"), in exchange for cash consideration of up to $1,000,000 CAD (the
"Cash  Consideration").  The  Cash  Consideration  will  be  used  to develop or
recomplete  the wells comprising the Project and bring them into production.  We
paid  $160,000 USD for the Assignment, of which, $100,000 CAD was applied to the
Cash  Consideration  (the  "Initial  Payment"), yielding the right to an initial
4.9%  working  interest  in  the  Project (the "Initial Interest").  Our working
interest  in the Project will be increased up to 49%, pro rata, with the payment
of  the  Cash Consideration.  If we are unable to provide the Cash Consideration
within  two  weeks  of  a  demand  for  it  by the Project operator (the "Demand
Period"),  then  the Project operator may seek financing from other sources, and
will have the right, for a period of 12 months from the end of the Demand Period
to  redeem  the  Initial  Interest  by  refunding  the  Initial  Payment  to us.

We  do  not presently have sufficient capital to pay the Cash Consideration.  We
intend  to  seek  additional  financing  for  the Cash Consideration through the
issuance  of  debt instruments and the sale of our stock, but we cannot give any
assurance  that  we  will  be  able to obtain additional funding on commercially
acceptable  terms  when  it  is  required.

Other  than  our rights in and to the Project, we do not presently have any oil,
gas  or  renewable  energy  interests,  or  other  assets.


<PAGE>
STRATEGY

We  will  regularly review exploration opportunities generated by our management
and  consultants.  We will generally seek to acquire and explore properties that
are located in regions having established production history and infrastructure,
or  current  production  levels  with  proven  and  potential  reserve  upside
opportunities.  In  some  cases,  we may acquire higher risk undeveloped acreage
based  on  available  information  suggesting  the  potential  for  commercially
producible reserves and a favorable risk-based economic evaluation of production
and  price  scenarios.

Our  selection  of  exploration  properties will be based primarily on available
information  gathered  from  historical  records  and  drill  logs, geologic and
engineering  data, surrounding production from similar wells and ease of access.
The  cost  of  obtaining such information will be unique to each property we may
acquire  in the future and cannot presently be estimated.  Due to the expense of
3-D  seismic  data  it  is  unlikely  that  we will obtain such information with
respect  to any property we acquire.  3-D seismic is the method by which a three
dimensional  image  of  the  earth's  subsurface  is  created  through  the
interpretation  of reflection seismic data collected over a surface grid.  A 3-D
seismic  survey  allows for a more detailed understanding of the subsurface than
does  a  2-D  seismic  survey  and contributes significantly to field appraisal,
exploitation  and  production.  Without  a  3-D  seismic  survey it is much more
likely  that  our  drilling  efforts  will  be  unsuccessful.

Prior  to any acquisition, we intend to perform a review of the subject property
generally  consistent with industry practices.  Such a review, however, will not
reveal  all  existing  or  potential  problems,  nor will it permit us to become
sufficiently  familiar  with  the  property  to assess fully its deficiencies or
potential  value.  Inspections  of  the  property  may  not  be  practicable and
existing  problems may not be observable even in those cases where an inspection
is  undertaken.  We  may  assume  existing  liabilities, including environmental
liabilities, upon such an acquisition and would likely acquire interests in such
a  property  on  an  "as  is"  basis.

Due  to  our  limited assets and resources, we will be circumscribed in the type
and  quality  of properties that we will be able to acquire.  This may result in
us  being  able  to acquire only small leaseholds in areas with proven producing
horizons  (geological  formations  with  a history of oil or gas production), or
leaseholds  in  higher  risk  properties.  We may also be required to enter into
various  forms  of  joint  arrangements  with  unrelated  companies, whereby the
parties agree to share the costs of exploration, as well as the costs of and any
revenue from a discovery.  Such arrangements do not always equate the proportion
of  expenditures  undertaken by a party with the share of revenue to be received
by  such  party.  There  can  be  no  assurance  that  we  will  be able to find
acceptable  properties  for exploration, or if we do, that we will be successful
in  locating  commercially  producible  reserves  of  oil  or  gas.

When we acquire a working interest in an exploration property we will assess the
potential  reserves  of oil and gas, future oil and gas prices, operating costs,
potential  environmental  liability,  and  other  risks  and  factors beyond our
control.  Such  an  assessment  is  necessarily  inexact  and  its  accuracy  is
inherently  uncertain.  Based on this assessment we will determine the degree to
which  we will participate in exploration drilling.  We plan to finance any such
participation  from  available  capital.  But,  when  available  capital  is
insufficient,  we plan to finance our participation through the issuance of debt
instruments  and  the  sale  of  our stock.  We do not presently have sufficient
capital  to  perform  any exploration and there can be no assurance that we ever
will.

In  the  right  circumstances,  we  will  assume the entire risk of exploration.
Alternatively,  we  may  determine  that  it  will  be more beneficial to invite
industry  participants  to  share  the  risk  and  the reward of the prospect by
financing  some  or  all  of  the costs of drilling contemplated wells.  In such
cases,  we  may retain a carried working interest or a reversionary interest, or
we  may  be required to finance all or a portion of our proportional interest in
the  prospect.  Although  this  approach will reduce our potential return should
the  drilling  operations  prove  successful,  it  will also reduce our risk and
financial  commitment to a particular prospect.  A "carried working interest" is
an  oil  or  gas  interest that has no obligation for operating costs, which are
instead  borne by the owner or owners of the remaining interest in the property.
A  "reversionary  interest"  is a fractional interest reserved by the owner of a
whole  interest when the balance of the whole interest is transferred to another
party.

As is customary in the oil and gas industry, we will conduct a preliminary title
examination  at  the time that we acquire an exploration property.  We will rely
upon  the  brokers  of  each property to conduct the title examination.  We will
engage  an  attorney  to  provide  a  title  opinion  on  any property having an
acquisition cost of more than $100,000 prior to acquiring it.  Similarly, before
we commit to spending $100,000 on the exploration of a property we acquire, such
as  for  drilling operations, if we have not already obtained a title opinion on
the  property  we  will  engage  an  attorney  to  do  so.

<PAGE>
We  will perform necessary curative work with respect to any significant defects
in  title  prior  to  proceeding  with  operations.

We  also  plan to evaluate and pursue from time-to-time opportunities to acquire
non-operating  interests  in both producing and exploratory oil and gas projects
with  a  view  towards  generating revenue and a significant reserve base.  This
approach will allow us to diversify into a larger number of prospects at a lower
cost  per prospect.  There can be no assurance, however, that such non-operating
interests  will  be  available  to  us  on  acceptable  terms.

SALES  AND  MARKETING

As  we  remain  in the exploration stage, we have not yet generated any revenue,
nor  do  we  have  any  customers.

The principal customers for our crude oil production, if any, are expected to be
refiners,  remarketers  and  other companies, some of which are expected to have
pipeline  facilities  near  the  properties  we  acquire.  In the event pipeline
facilities are not conveniently available, we intend to truck or barge crude oil
to  storage,  refining  or  pipeline  facilities.

The  principal  target customers for our gas production, if any, are expected to
be  pipelines,  utilities,  gas  marketing  firms,  industrial  users  and local
distribution  companies.  We  intend  to  use  existing  gathering  systems  and
interstate  and  intrastate  pipelines  to  consummate gas sales and deliveries.

We  intend  to  sell  our  oil and gas production, if any, under both short-term
(less  than  one  year)  and  long-term  (one year or more) agreements at prices
negotiated  with  third  parties. Under both short-term and long-term contracts,
typically  either  the  entire contract (in the case of short-term contracts) or
the  price  provisions  of the contract (in the case of long-term contracts) are
renegotiated  from  intervals  ranging  in  frequency  from  daily  to annually.

We  have not yet adopted any specific sales and marketing plans. We will address
the  need  to  hire sales and marketing personnel if and when production begins.

COMPETITION

The oil and gas business is highly competitive, and we do not hold a significant
competitive  position  within  it.  Our competitors include major integrated oil
and  gas  companies  and numerous independent oil and gas companies, individuals
and  drilling  and  income  programs. Some of our competitors are also potential
customers.  Many  of  our competitors are large, well established companies with
substantially larger operating staffs and greater capital resources than we have
and  which  have been engaged in the energy business for a much longer time than
we  have.  Such  companies  may  be  able to pay more for productive oil and gas
properties  and  exploratory  prospects  and  to  define,  evaluate, bid for and
purchase  a  greater  number  of  properties and prospects than our financial or
human  resources  permit.  Our  ability  to acquire additional properties and to
discover  reserves  in the future will be dependent upon our ability to evaluate
and  select  suitable  properties  and  to  consummate  transactions in a highly
competitive  environment.

GOVERNMENT  AND  ENVIRONMENTAL  REGULATION

Domestic  development,  production  and  sale  of  oil  and  gas are extensively
regulated  at  both  the federal and state levels. Legislation affecting the oil
and gas industry is under constant review for amendment or expansion, frequently
increasing  the regulatory burden. Also, numerous departments and agencies, both
federal  and  state/provincial, have issued rules and regulations binding on the
oil  and gas industry and its individual members, compliance with which is often
difficult  and  costly and some of which carry substantial penalties for failure
to  comply.  Statutes  and  regulations require permits for drilling operations,
drilling  bonds and reports concerning wells. Alberta and other jurisdictions in
which  we  intend  to  conduct  operations  also  have  statutes and regulations
governing  conservation matters, including the unitization or pooling of oil and
gas properties and establishment of maximum rates of production from oil and gas
wells.

Our  planned  operations  will  be  subject to extensive and developing federal,
state  and  local  laws  and  regulations  relating to environmental, health and
safety  matters;  petroleum;  chemical  products  and  materials;  and  waste
management.  Permits, registrations or other authorizations will be required for
any  future  oil  and  gas exploration and production activities. These permits,
registrations  or authorizations will be subject to revocation, modification and
renewal.  Governmental  authorities  have  the  power to enforce compliance with
these regulatory requirements, the provisions of required permits, registrations
or  other  authorizations,  and  lease  conditions, and violators are subject to
civil  and  criminal

<PAGE>
penalties, including fines, injunctions or both. Failure to obtain or maintain a
required  permit  may  also  result  in  the  imposition  of  civil and criminal
penalties.  Third  parties  may  have  the  right  to sue to enforce compliance.

Some  risk  of costs and liabilities related to environmental, health and safety
matters  is  inherent  in  our planned operations, as it is with other companies
engaged in similar businesses, and there can be no assurance that material costs
or  liabilities  will  not  be incurred. In addition, it is possible that future
developments,  such  as  stricter  requirements  of  environmental or health and
safety  laws  and  regulations  affecting  our  business  or  more  stringent
interpretations  of,  or  enforcement  policies  with  respect to, such laws and
regulations,  could  adversely  affect  us.  To  meet  changing  permitting  and
operational  standards,  we  may  be  required,  over  time,  to  make  site  or
operational  modifications at our facilities, some of which might be significant
and  could  involve  substantial  expenditures.  There  can be no assurance that
material  costs  or  liabilities  will  not  arise  from  these  or  additional
environmental  matters that may be discovered or otherwise may arise from future
requirements  of  law.

EMPLOYEES

We currently have no employees other than our sole officer and director, who has
not  been  paid for his services.  We do not have any employment agreements with
our  sole  officer  and  director.  We  do  not  presently have pension, health,
annuity,  insurance,  stock  options,  profit  sharing or similar benefit plans;
however,  we may adopt such plans in the future. There are presently no personal
benefits  available  to  our  officers  and  directors.

Since  our  sole  officer  and  director  is  not  experienced  with  oil or gas
exploration, we intend to retain qualified persons on a contract basis as needed
from  time  to  time  to  identify,  evaluate and structure suitable oil and gas
investment  opportunities.

                                    PROPERTY

We do not presently own or have an interest in any real property.

                               LEGAL PROCEEDINGS

Neither Thrust Energy Corp., nor its sole officer and director is a party to any
material  legal  proceeding  or  litigation and such persons know of no material
legal  proceeding  or  contemplated  or  threatened  litigation.  There  are  no
judgments against Thrust Energy Corp. or its sole officer and director. Our sole
officer  and director has not been convicted of a felony or misdemeanor relating
to  securities  or  performance  in  corporate  office.

                                  RISK FACTORS

ANY  INVESTMENT  IN  OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  IF ANY OF
THE  FOLLOWING  RISKS  OCCUR,  OUR  BUSINESS,  OPERATING  RESULTS  AND FINANCIAL
CONDITION  COULD BE SERIOUSLY HARMED AND OUR SHAREHOLDERS COULD LOSE ALL OR PART
OF  THEIR  INVESTMENT.

(1)     WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY, SO IT WILL
BE DIFFICULT FOR POTENTIAL INVESTORS TO JUDGE OUR PROSPECTS FOR SUCCESS.

We  are  a  development  stage  corporation and have a no operating history from
which  to  evaluate  our business and prospects. We have earned no revenue since
inception.  From  inception  through  August 31, 2009, we incurred a net loss of
$(187,403).  There  can be no assurance that our future proposed operations will
be  implemented successfully or that we will ever have profits. If we are unable
to  sustain  our  operations,  investors  may  lose  their  entire  investment.
Prospective purchasers of our stock should be aware of the difficulties normally
encountered  by  new  oil and gas companies and the high rate of failure of such
enterprises.  These  risks  include without limitation the fact that our initial
acquisitions  may  deplete  available  start-up  capital  and  not  result  in
commercially  producible  quantities  of oil or gas.  Unless some of our initial
acquisitions  result  in  oil  or  gas production, our business will most likely
fail.  In  evaluating  our  business and prospects, these difficulties should be
considered.

<PAGE>

(2)     IF  WE  ARE  UNABLE TO CONTINUE OPERATIONS AS A GOING CONCERN, INVESTORS
MAY  LOSE  THEIR  INVESTMENT.

The  report  of  our  independent  auditors that accompanies our August 31, 2009
financial  statements  contains  an explanatory paragraph expressing substantial
doubt  about  our  ability  to  continue  as  a  going  concern.  The  financial
statements  have  been  prepared  "assuming  that the Company will continue as a
going  concern,"  which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.  Our ability
to  continue  as a going concern is dependent upon raising additional capital to
fund  our  operations and ultimately on generating future profitable operations.
There  can  be  no assurance that we will be able to raise sufficient additional
capital  or eventually have positive cash flow from operations to address all of
our  cash  flow needs. If we are not able to find alternative sources of cash or
generate  positive cash flow then we will not be able to continue operations and
our  shareholders  may  lose  their  investment.

(3)     IF WE ARE UNABLE TO SECURE ADDITIONAL FINANCING WE MAY BE UNABLE TO
ACQUIRE OIL & GAS INTERESTS OR EARN REVENUE, AND WE MAY CEASE OPERATIONS.

We  do  not  have  sufficient  capital resources to sustain our current level of
operations  for  the  next twelve months.  If we are unable to secure sufficient
financing  to  maintain  operations,  we may cease operations.  Furthermore, our
business model contemplates the acquisition of exploration properties and making
offers  to  acquire  non-operating  interests  in both producing and exploration
projects  in the ordinary course of our business.  If these offers are accepted,
our  capital  needs  may  increase  substantially.  We plan to obtain the future
funding  that  we  will  need through external sources from the issuance of debt
instruments and the sale of our stock, but we cannot give any assurance  that we
will  be able to obtain additional funding on commercially acceptable terms when
it  is  required.  If we fail to obtain the funding when it is needed, we may be
required  to  forego  or delay potentially valuable opportunities to acquire oil
and gas interests or we may default on future anticipated funding commitments to
third parties and forfeit or dilute our rights in future anticipated oil and gas
interests.

(4)     IF WE ARE UNABLE TO ACQUIRE OIL AND GAS INTERESTS THAT WILL YIELD
COMMERCIALLY PRODUCIBLE QUANTITIES OF OIL AND GAS, WE WILL NOT BE ABLE TO EARN
REVENUE.

Our success will depend upon our ability to acquire interests in properties that
ultimately  produce commercial quantities of oil or gas.   We have no history of
acquiring  such  interests.  Without  such  interests,  we  will  not be able to
generate  revenue  or build reserves.  The successful acquisition of oil and gas
interests  requires  an  assessment  of recoverable reserves, future oil and gas
prices  and  operating  costs, potential environmental and other liabilities and
other  factors.  Such  assessments  are  necessarily  inexact and their accuracy
inherently  uncertain.  Our  management  has no experience with such assessments
and  will  be  relying  upon  advice  from independent consultants to make their
decisions  in  that  regard.  Furthermore,  any  project  in which we acquire an
interest  may  be  curtailed,  delayed or canceled because of a lack of adequate
capital  and  other  factors,  such  as title problems, weather, compliance with
governmental  regulations or price controls, mechanical difficulties, or unusual
or  unexpected  formations,  pressures  and  work  interruptions.

(5)     IF MARKET CONDITIONS OR OPERATIONAL IMPEDIMENTS HINDER OUR ACCESS TO OIL
AND NATURAL GAS MARKETS OR DELAY OUR PRODUCTION, WE MAY BE UNABLE TO EARN
REVENUE.

Market  conditions  or  the  unavailability  of satisfactory oil and natural gas
transportation arrangements may hinder our access to oil and natural gas markets
or  delay  our  production.  The  availability of a ready market for our oil and
natural  gas production depends on a number of factors, including the demand for
and supply of oil and natural gas and the proximity of reserves to pipelines and
terminal facilities. Our ability to market our production depends in substantial
part  on  the  availability  and  capacity  of  gathering systems, pipelines and
processing facilities owned and operated by third parties. Our failure to obtain
such  services on acceptable terms could materially harm our business. We may be
required  to  shut  in  wells for a lack of a market or because of inadequacy or
unavailability  of  natural  gas  pipeline or gathering system capacity. If that
were to occur, then we would be unable to realize revenue from those wells until
production  arrangements  were  made  to  deliver  to  market.

<PAGE>

(6)     IF OUR EXPLORATION AND DEVELOPMENT PROJECTS PROVE UNSUCCESSFUL, WE MAY
NOT BE ABLE TO CONTINUE OPERATIONS.

An  investment in our company should be considered highly speculative due to the
nature  of  our  involvement  in  the  exploration  of oil and gas.  Oil and gas
exploration  involves  a  high  degree  of  risk  that  even  a  combination  of
experience,  knowledge,  and  careful  evaluation  may  not be able to overcome.
Exploratory  drilling  is  subject to numerous risks, including the risk that no
commercially  productive oil or gas reservoirs will be encountered.  The cost to
drill,  complete  and  operate wells is often uncertain, and drilling operations
may  be  curtailed,  delayed  or  cancelled  as a result of a variety of factors
including  unexpected  drilling  conditions,  abnormal  pressures,  equipment
failures, premature declines of reservoirs, blow-outs, sour gas releases, fires,
spills  or  other  accidents,  as  well  as  weather conditions, compliance with
governmental  requirements,  delays  in  receiving  governmental  approvals  or
permits, unexpected environmental issues and shortages or delays in the delivery
of  equipment.  If  we drill wells that fail to produce commercial quantities of
oil  or  gas,  we  may  deplete our available capital so that without additional
financing  we  may  be  forced  to  cease  operations.

Future  oil  and gas exploration may involve unprofitable efforts, not only from
dry  wells, but from wells that are productive but do not produce sufficient net
revenue  to  return  a  profit  after exploration, drilling, operating and other
costs.  Completion  of  wells  does  not  ensure  a  profit on the investment or
recovery  of  exploration,  drilling,  completion and operating costs.  Drilling
hazards  or  environmental damage could greatly increase the cost of operations,
and various field operating conditions may adversely affect production.  Adverse
conditions  include  delays  in  obtaining  governmental  approvals or consents,
shut-ins  of  connected  wells  resulting  from  extreme  weather  conditions,
insufficient  storage  or  transportation  capacity,  or  other  geological  and
mechanical  conditions.

(7)     THE  SELECTION OF OIL AND GAS PROJECTS INVOLVES NUMEROUS RISKS UNRELATED
TO  THE  PRESENCE  OR  ABSENCE OF RECOVERABLE RESERVES WHICH, IF REALIZED, COULD
HARM  OUR  BUSINESS  AND  RESULT  IN  THE  LOSS OF OUR SHAREHOLDERS' INVESTMENT.

Even  though  we  intend to perform a review of each project we decide to pursue
that  we  believe  will  be  consistent  with industry practice, reviews of this
nature  are  often  limited in scope. Moreover, these reviews may not reveal all
existing  or  potential  problems nor will they permit us to become sufficiently
familiar  with  the  related  properties  to fully assess their deficiencies and
capabilities.  In  addition,  inspections  may  not always be performed on every
platform or well, and structural or environmental problems may not be observable
even  when  an  inspection is undertaken. Even when problems are identified, the
seller  or  lessor  may  be unwilling or unable to provide effective contractual
protection against all or part of the problems. We are generally not entitled to
contractual  indemnification  for  environmental  liabilities,  and  we  may  be
required  to  pursue  many  projects on an "as is" basis. Accordingly, we may be
required  to  make  significant expenditures to cure environmental contamination
relating  to  acquired  properties. If we are unable to remedy or cure any title
defect  or  potential  environmental  problem  of  a  nature  such that drilling
operations  on  the property would not be prudent, we could suffer a loss of our
entire  investment  in  the  property.

(8)     TITLE DEFICIENCIES COULD RENDER OUR LEASES WORTHLESS AND RESULT IN
SUBSTANTIAL LOSSES TO OUR BUSINESS.

We  have  historically  relied upon the judgment of oil and gas lease brokers or
landmen  who  perform  the  field  work  in examining records in the appropriate
governmental  office  before  attempting to place under lease a specific mineral
interest.  This  is  customary practice in the oil and gas industry. However, we
anticipate  that  we,  or  the person or company acting as operator of the wells
located  on  the  properties that we lease or in which we obtain a non-operating
interest,  will  examine  title  prior  to commencing drilling operations.  Even
after  taking  these precautions, deficiencies in the marketability of the title
to  the leases may still arise. The existence of a material title deficiency can
render  a  lease  worthless  and  can result in a large expense to our business.

(9)     SINCE WE DO NOT INTEND TO OBTAIN 3-D SEISMIC DATA WITH RESPECT TO ANY
EXPLORATION PROPERTY WE ACQUIRE, IT IS MUCH MORE LIKELY THAT OUR DRILLING
EFFORTS WILL BE UNSUCCESSFUL.

We  do not intend to obtain data from three dimensional (3-D) seismic surveys of
any  exploration  property  that we may acquire.  A 3-D seismic survey creates a
three dimensional image of the earth's subsurface and allows for a more detailed
understanding  of  the  subsurface  than does a 2-D seismic survey.  3-D seismic
data  contributes significantly to field appraisal, exploitation and production.
Since  we  intend  to  rely on 2-D seismic data, it is much more likely that our

<PAGE>
drilling  efforts will be unsuccessful than if we used 3-D seismic data.  If our
drilling  efforts  are  unsuccessful,  then  our investors may lose all of their
investment.

(10)     IF THE RESERVE ESTIMATES ON WHICH WE HEAVILY RELY ARE WRONG, THEN IT IS
UNLIKELY THAT OUR INVESTMENTS IN OIL AND GAS PROPERTIES WILL EVER GENERATE
REVENUE.

The  oil  and gas reserve information that we will use in evaluating prospective
interests  based  on  reserve  estimates  involving a great deal of uncertainty.
Different  reserve  engineers  may make different estimates of reserves and cash
flows  based on the same available data.  Reserve estimates depend in large part
upon  the  reliability  of  available  geologic  and  engineering data, which is
inherently  imprecise.  Geologic  and engineering data are used to determine the
probability that a reservoir of oil and gas exists at a particular location, and
whether  oil  and  gas  are  recoverable  from  a  reservoir.  Recoverability is
ultimately  subject  to  the  accuracy  of  data  including, but not limited to,
geological  characteristics  of  the  reservoir,  structure,  reservoir  fluid
properties,  the  size  and boundaries of the drainage area, reservoir pressure,
and  the  anticipated  rate  of  pressure depletion. The evaluation of these and
other  factors  is  based  upon  available seismic data, computer modeling, well
tests  and  information obtained from production of oil and gas from adjacent or
similar  properties,  but the probability of the existence and recoverability of
reserves  is  less than 100% and actual recoveries of proved reserves can differ
from  estimates.

Reserve  estimates  also  require  numerous  assumptions  relating  to operating
conditions  and economic factors, including the price at which recovered oil and
gas  can be sold, the costs of recovery, assumptions concerning future operating
costs,  severance  and excise taxes, development costs and workover and remedial
costs,  prevailing  environmental  conditions  associated  with  drilling  and
production  sites,  availability  of  enhanced  recovery  techniques, ability to
transport  oil and gas to markets and governmental and other regulatory factors,
such  as  taxes  and environmental laws. A negative change in any one or more of
these  factors could result in quantities of oil and gas previously estimated as
proved  reserves becoming uneconomic. For example, a decline in the market price
of  oil  or  gas to an amount that is less than the cost of recovery of such oil
and  gas  in  a  particular  location  could  make  production  commercially
impracticable.  The  risk  that  a  decline  in  price could have that effect is
magnified  in  the  case  of  reserves  requiring  sophisticated  or  expensive
production  enhancement  technology  and  equipment, such as some types of heavy
oil.  Each of these factors, by having an impact on the cost of recovery and the
rate  of production, will also affect the present value of future net cash flows
from  estimated  reserves.

(11)     VOLATILITY  OF  OIL  AND GAS PRICES AND MARKETS COULD MAKE IT DIFFICULT
FOR  US  TO  REACH  AND  SUSTAIN  PROFITABILITY.

Prices  for  oil  and gas tend to fluctuate significantly in response to factors
beyond  our  control.  These factors include, but are not limited to, war in the
Middle East and actions of the Organization of Petroleum Exporting Countries and
its  maintenance  of  production  constraints,  the  U.S.  economic environment,
weather  conditions,  the availability of alternate fuel sources, transportation
interruption, the impact of drilling levels on crude oil and gas supply, and the
environmental  and access issues that could limit future drilling activities for
the  industry.

Our  ability  to  obtain and sustain profitability is substantially dependent on
prevailing  prices  for  oil and gas.  Price changes directly affect revenue and
can  indirectly  impact  expected  production  by  changing  the amount of funds
available  to reinvest in exploration and development activities.  Reductions in
oil  and  gas  prices not only reduce revenue and profits, but could also reduce
the  quantities  of  reserves  that  are  commercially recoverable.  Significant
declines  in  prices  could  result  in  non-cash  charges  to  earnings  due to
impairment.  We  do  not currently engage in any hedging program to mitigate our
exposure  to  fluctuations  in  oil  and  gas  prices.

Changes  in  commodity  prices  may  also  significantly  affect  our ability to
estimate  the value of oil and gas interests for acquisition and divestiture, as
buyers  and  sellers  have  difficulty  agreeing  on the value of the interests.
Price volatility also makes it difficult to budget for and project the return on
acquisitions.  We  expect  that  commodity  prices  will  continue  to fluctuate
significantly  in  the  future.

(12)     THE COST OF COMPLYING WITH ENVIRONMENTAL AND OTHER GOVERNMENT
REGULATIONS COULD PREVENT US FROM BECOMING PROFITABLE AND CONTINUING OPERATIONS.

Our  business  is governed by numerous laws and regulations at various levels of
government.  These  laws and regulations govern the operation and maintenance of
our  facilities,  the  discharge  of  materials  into  the environment and other

<PAGE>
environmental  protection  issues.  The  laws  and  regulations may, among other
potential  consequences,  require  that  we  acquire  permits  before commencing
drilling, restrict the substances that can be released into the environment with
drilling  and  production  activities,  limit or prohibit drilling activities on
protected  areas  such as wetlands or wilderness areas, require that reclamation
measures  be taken to prevent pollution from former operations, require remedial
measures  to  mitigate  pollution  from  former  operations,  such  as  plugging
abandoned  wells  and remediating contaminated soil and groundwater, and require
remedial  measures  to  be  taken  with  respect  to  property  designated  as a
contaminated  site.

Under  these  laws  and  regulations,  we  could  be liable for personal injury,
clean-up  costs  and  other  environmental  and  property  damages,  as  well as
administrative, civil and criminal penalties. We will maintain limited insurance
coverage  for  sudden  and  accidental  environmental  damages  as  well  as
environmental  damage  that  occurs  over  time. However, we do not believe that
insurance  coverage  for  the  full potential liability of environmental damages
will  be  available  at  a  reasonable cost. Accordingly, we could be liable, or
could  be  required  to  cease production on properties, if environmental damage
occurs.

The costs of complying with environmental laws and regulations in the future may
harm  our  business.  Furthermore,  future  changes  in  environmental  laws and
regulations  could  occur  that  result  in  stricter standards and enforcement,
larger  fines  and  liability,  and increased capital expenditures and operating
costs,  any  of  which  could  have  a  material adverse effect on our financial
condition  or  results  of  operations.

(13)     INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IF WE ARE UNABLE TO
SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE OIL AND GAS INDUSTRY.

     The oil and gas industry is highly competitive. We compete with oil and gas
companies  and  other  individual  producers and operators, the vast majority of
which  have  longer  operating histories and substantially greater financial and
other  resources  than we do, as well as companies in other industries supplying
energy,  fuel  and  other  needs  to consumers. Many of these companies not only
explore for and produce crude oil and gas, but also carry on refining operations
and  market  petroleum  and  other  products  on  a  worldwide basis. Our larger
competitors,  by  reason of their size and relative financial strength, can more
easily  access capital markets than we can and may enjoy a competitive advantage
in the recruitment of qualified personnel. They may be able to absorb the burden
of  any  changes  in  laws  and  regulation  in the jurisdictions in which we do
business  and handle longer periods of reduced prices of gas and oil more easily
than  we can. Our competitors may be able to pay more for productive oil and gas
properties  and  may be able to define, evaluate, bid for and purchase a greater
number  of  interests than we can. Our ability to acquire additional oil and gas
interests  in  the  future  will  depend  upon  our ability to conduct efficient
operations,  evaluate  and  select  suitable  interests,  implement  advanced
technologies  and  consummate  transactions in a highly competitive environment.

(14)     SINCE  OUR MANAGEMENT HAS NO EXPERIENCE IN OIL AND GAS EXPLORATION, OUR
BUSINESS  HAS  A  HIGHER  RISK  OF  FAILURE.

Our  sole  director and officer has no oil and gas experience.  He does not have
any  technical  training in either oil or gas producing operations.  As a result
of  this  inexperience, all business decisions made by him regarding oil and gas
acquisition  and  exploration  will  be  in reliance on the advice of others. We
intend  to  retain  qualified persons on a contract basis as needed from time to
time  to  identify,  evaluate  and  structure  suitable  oil  and gas investment
opportunities.  We  have not looked for or talked to any geologist, geoscientist
or  engineer who will perform work for us in the future, and we do not intend to
do  so until we complete this Offering.  If reliable advice is not available, it
is  likely  that  our  business  will  fail.

(15)     OUR  RELIANCE ON THIRD PARTY VENDORS FOR OUTSOURCED SERVICES MAY RESULT
IN  UNANTICIPATED  COSTS  THAT  COULD  PREVENT  OUR  OPERATIONS  FROM  BECOMING
PROFITABLE.

To  maximize  the  use  of our otherwise limited capital and human resources, we
intend  to  rely on third party vendors for outsourced drilling, exploration and
other  operational services.  While we expect that this will allow us to achieve
cost savings and operational efficiencies, the use of outsourced resources could
expose  us  to  greater risk should we be unable to source critical vendors on a
cost  budgeted  and  timely basis.  Furthermore, the use of outsourced resources
could  minimize  our  ability  to control the work product and accountability of
such  vendors.

<PAGE>

(16)     WE  WILL  SEEK  TO  RAISE  ADDITIONAL  FUNDS  IN  THE  FUTURE, AND SUCH
ADDITIONAL  FUNDING  MAY  BE  DILUTIVE  TO  SHAREHOLDERS  OR  IMPOSE OPERATIONAL
RESTRICTIONS.

We  expect  to seek additional capital to help fund our acquisition, exploration
and  development  of  oil  and  gas properties.  If additional capital is raised
through  the  issuance  of  equity  securities,  the percentage ownership of our
shareholders will be reduced.  These shareholders may experience dilution in net
book  value  per  share.  Furthermore, any additional equity securities may have
rights,  preferences and privileges senior to those of the holders of our common
stock.  Debt  financing,  if  available,  may involve restrictive covenants that
could  limit  our  operating  flexibility.

(17)     WE  MAY  ISSUE  SHARES  OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR
COMMON  STOCK,  WHICH  MAY  ENTRENCH  MANAGEMENT  AND  RESULT IN DILUTION OF OUR
SHAREHOLDERS'  INVESTMENT.

     Our  Articles  of  Incorporation  authorize the issuance of up to 5,000,000
shares  of  preferred  stock,  par  value  $.0001  per share. The authorized but
unissued  preferred  stock  may be issued by the Board of Directors from time to
time  on  any  number of occasions, without stockholder approval, as one or more
separate series of shares comprised of any number of the authorized but unissued
shares  of  preferred  stock, designated by resolution of the Board of Directors
stating  the  name  and  number  of  shares  of  each  series  and setting forth
separately  for  such  series  the  relative  rights, privileges and preferences
thereof,  including,  if  any,  the: (i) rate of dividends payable thereon; (ii)
price,  terms  and  conditions  of  redemption;  (iii) voluntary and involuntary
liquidation  preferences;  (iv)  provisions  of a sinking fund for redemption or
repurchase; (v) terms of conversion to common stock, including conversion price,
and  (vi)  voting rights. Such preferred stock may enable our Board of Directors
to  hinder  or  discourage any attempt to gain control of us by a merger, tender
offer  at a control premium price, proxy contest or otherwise. Consequently, the
preferred  stock  could  entrench our management. The market price of our common
stock could be depressed to some extent by the existence of the preferred stock.
As  of  the  date  of  this  prospectus,  no shares of preferred stock have been
issued.

(18)     APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" LIMIT THE
LIQUIDITY OF OUR COMMON STOCK, WHICH COULD MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS TO SELL THEIR SHARES.

As the shares of our common stock are penny stock, many brokers are unwilling to
effect transactions in that common stock which can make it difficult for our
shareholders to sell their shares of our common stock if a market develops for
that common stock.  Our common stock is defined as a penny stock pursuant to
Rule 3a51-1 pursuant to the Securities Exchange Act of 1934. Penny stock is
subject to Rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934.
Those rules require broker-dealers, before effecting transactions in any penny
stock, to:

     Deliver to the customer, and obtain a written receipt for, a disclosure
document;
     Disclose certain price information about the penny stock;
     Disclose the amount of compensation received by the broker-dealer or any
associated person of the broker-dealer;
     Send monthly statements to customers with market and price information
about the penny stock; and
     In some circumstances, approve the purchasers account pursuant to certain
standards and deliver written statements to the customer with information
specified in those rules.

Rather than comply with those rules, many broker-dealers refuse to enter into
penny stock transactions which may make it more difficult for investors to sell
their shares of our common stock and thereby liquidate their investments.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE
RELATED NOTES. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON
CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS,
OBJECTIVES, EXPECTATIONS AND INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF
CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET
FORTH UNDER "RISK FACTORS," "DESCRIPTION OF BUSINESS" AND ELSEWHERE IN THIS
CURRENT REPORT.  SEE "RISK FACTORS" AND "DESCRIPTION OF BUSINESS".


<PAGE>
OVERVIEW

We  are  an exploration stage oil and gas company.  We plan to acquire undivided
working interests in small exploration properties and non-operating interests in
both producing and exploration projects throughout the United States and Canada.

Our  ability  to  achieve  and  maintain profitability and positive cash flow is
dependent  upon our ability to locate profitable oil and gas interests, generate
revenue from our planned business operations, and control exploration costs.  We
do  not  anticipate earning revenue until we have an interest in a producing oil
or  gas  well.  We  therefore  intend  to  focus  our  efforts  upon  acquiring
non-operating  interests  with  a  view  to developing revenue and a significant
reserve  base  (see  "Use  of  Proceeds").

Oil  and  gas  exploration  is  extremely  speculative.  We  may  never discover
commercially  producible  quantities  of  oil or gas from any of our exploration
properties.  Furthermore,  there  can  be  no  assurance that we will be able to
acquire  working  interests  in exploration properties on acceptable terms or at
all.

FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES.

FOR THE YEAR ENDED AUGUST 31, 2009 COMPARED TO THE YEAR ENDED AUGUST 31, 2008

NET LOSS FOR THE PERIOD

We  recorded a net loss of $114,921 for the year ended August 31, 2009, compared
with a net loss of $27,458 for the year ended August 31, 2008.  The increase was
primarily  the  result  of  expenses  associated  with  our  pursuit of business
opportunities  in  the  renewable  energy  sector  in  fiscal  2009.

LIQUIDITY AND CAPITAL RESOURCES

As  of  August  31, 2009, we had total assets of $177,741, comprised entirely of
cash.  This  was a decrease from $291,562 in total assets as of August 31, 2008.
This  decrease  primarily  resulted from business development activities arising
from  pursuing renewable energy opportunities.  The remainder of the decrease in
our  assets  is  due  to  professional  fees  and  office  expenses.

As  of August 31, 2009, our total liabilities increased to $2,791 from $1,691 as
of  August 31, 2008. This increase resulted from outstanding invoices payable to
trade  creditors.

We  do  not  presently have sufficient capital to sustain minimal operations for
the  next  12 months, but our President has undertaken to provide such financing
as may be required in that regard.  Our management believes that we will require
financing  of  $1,000,000 in order to complete our stated plan of operations for
the next twelve months.  There can be no assurance, however, that such financing
will be available or, if it is available, that we will be able to structure such
financing  on  terms  acceptable to us or that it will be sufficient to fund our
cash  requirements  until  we  can  reach  a  level of profitable operations and
positive  cash  flows.  If  we  are  unable to obtain the financing necessary to
support  our  operations,  we  may  be unable to continue as a going concern. We
currently  have  no  firm  commitments  for  any  additional  capital.

If  we  are  unable  to  generate  sufficient  revenue  in time to implement our
business plan on schedule, we will require additional financing in order to meet
our  objectives.  There  is  no  assurance  that  we will be able to obtain such
financing on acceptable terms, or at all.  Financing may include the issuance of
equity  or  debt  securities,  obtaining  credit  facilities, or other financing
mechanisms.  However,  the trading price of our common stock and the downturn in
the U.S. stock and debt markets could make it more difficult to obtain financing
through  the issuance of equity or debt securities. Even if we are able to raise
the  funds  required,  it  is  possible that we could incur unexpected costs and
expenses,  fail  to  collect  significant  amounts  owed  to  us,  or experience
unexpected  cash requirements that would force us to seek alternative financing.
Further,  if  we  issue  additional  equity or debt securities, stockholders may
experience  additional  dilution  or  the new equity securities may have rights,
preferences  or  privileges  senior  to  those of existing holders of our common
stock.  If  additional  financing  is  not  available  or  is  not  available on
acceptable  terms,  we  may  curtail  operations.


<PAGE>
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain information regarding the beneficial
ownership  of our common stock as of August 31, 2009 by (i) each person known by
us  to  be  a  beneficial owner of more than five percent (5%) of our issued and
outstanding common stock; (ii) each of our Directors and executive officers; and
(iii)  all  our  directors  and  executive  officers  as  a  group.

-------------------------------------------------------------------------
NAME AND ADDRESS                                   NUMBER OF SHARES     %
-------------------------------------------------------------------------

Thomas Mills                                       10,000,000          74
1440-3044 Bloor Street West
Toronto, ON  M8X 2Y8
-------------------------------------------------------------------------

Directors and officers as a group (one person)     10,000,000          74
=========================================================================

Unless otherwise noted, we believe that all persons named in the table have sole
voting  and  investment  power  with  respect  to  all  shares  of  common stock
beneficially  owned  by  them. For purposes hereof, a person is considered to be
the beneficial owner of securities that can be acquired by such person within 60
days  from  the  date  hereof,  upon  the exercise of warrants or options or the
conversion  of  convertible  securities.  Each  beneficial  owner's  percentage
ownership  is  determined  by  assuming  that  any  such  warrants,  options  or
convertible  securities  that are held by such person (but not those held by any
other  person)  and  which can be exercised within 60 days from the date hereof,
have  been  exercised.

                        DIRECTORS AND EXECUTIVE OFFICERS

The  following  sets  forth  our  directors,  executive  officers, promoters and
control  persons,  their ages, and all offices and positions held. Directors are
elected  for  a  period  of one year and thereafter serve until the shareholders
duly  elect  their  successor. Officers and other employees serve at the will of
the  Board  of  Directors.

--------------------------------------------------------------------------------
                                                             TERM PERIOD SERVED
NAME             POSITION                       AGE          AS DIRECTOR/OFFICER
--------------------------------------------------------------------------------

Thomas Mills     CEO, President,                41           2005 to present
                 CFO, Secretary
                 and a director
--------------------------------------------------------------------------------

Thomas  E.  Mills  serves  as  our  President, Secretary, Treasurer and our sole
director.  From  2001  until 2004, Mr. Mills was the President of Torrent Energy
Corp. (formerly, Scarab Systems, Inc.), an oil and gas exploration company.  Mr.
Mills  was  a  director and executive officer of Kingston Mines, Ltd., a mineral
exploration  company,  from  2005  to  2008.  Since 2003, Mr. Mills has been the
President,  CEO  and  a  director  of  AMP  Productions  Ltd.,  a motion picture
production  company.  In  2009,  Mr. Mills became the sole executive officer and
director  of  Novagen Solar Inc., a company involved in the sale of photovoltaic
products.  Mr.  Mills  maintains  a part-time legal practice to which he devotes
not more than 25 hours per week.  Mr. Mills received his Bachelor of Laws degree
from  the  University  of British Columbia in 1996, and holds a Bachelor of Arts
degree  obtained from the University of Waterloo, Waterloo, Ontario in 1992.  He
was  called  to  the  Bar  of  British  Columbia  in  1997.

All  directors  serve for terms of one year each, and are subject to re-election
at  our  regular  Annual  Meeting  of  Shareholders, unless they earlier resign.

There  are  no  material  proceedings to which any of our directors, officers or
affiliates, any owner of record or beneficially of more than five percent of any
class  of our voting securities, or any associate of any such director, officer,
affiliate,  or  security  holder  is  a  party  adverse  to  us  or  any  of our
subsidiaries  or  has  a  material  interest  adverse  to  us  or  any  of  our
subsidiaries.

We  have  attempted and will continue to attempt to insure that any transactions
between  us  and  our  officers,  directors,  principal  shareholders,  or other
affiliates  have been and will be on terms no less favorable to us than could be
obtained  from  unaffiliated  third  parties  on  an  arm's-length  basis.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years none of our directors, executive officers, promoters
or control persons has:

(1)     had any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;

(2)     been convicted in a criminal proceeding or subject to a pending criminal
proceeding;

(3)     been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court

<PAGE>
of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or

(4)     been found by a court of competent jurisdiction in a civil action, the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.

COMMITTEES OF THE BOARD

All proceedings of the board of directors for the fiscal year ended December 31,
2008 were conducted by resolutions consented to in writing by our board of
directors and filed with the minutes of the proceedings of our board of
directors.  Our company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our company
have a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
the board of directors.

Our company does not have any defined policy or procedure requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or shareholders, and make recommendations for election
or appointment.

A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President, Thomas Mills, at the
address appearing on the first page of this current report.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have a standing audit committee.  Our directors perform the functions
usually designated to an audit committee.  Our board of directors has determined
that we do not have a board member that qualifies as an "audit committee
financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have
a board member that qualifies as "independent" as the term is used in Item
7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as
amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

We believe that our board of directors is capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for
financial reporting. Our board of directors does not believe that it is
necessary to have an audit committee because management believes that the
functions of an audit committee can be adequately performed by the board of
directors. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.

As we generate revenue in the future, we intend to form a standing audit
committee and identify and appoint a financial expert to serve on our audit
committee.

                             EXECUTIVE COMPENSATION

To date we have no employees other than our officers.  No compensation has been
awarded, earned or paid to our officers.  We have no employment agreements with
any of our officers.  There is no arrangement pursuant to which any of our
directors has been or is compensated for services provided as one of our
directors.  There are no stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers or directors.  We do not have any
long-term incentive plans that provide compensation intended to serve as
incentive for performance.

While we do not presently have any employment agreements with our officers and
directors, we plan to enter into agreements with each of our key employees,
including executive officers.  Such agreements may include pension, health,
annuity, insurance or similar benefit plans; and stock options, profit sharing
plans and other incentive-based compensation.


<PAGE>
  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
                              STOCKHOLDER MATTERS

NO ESTABLISHED PUBLIC MARKET FOR COMMON STOCK

Our common stock is quoted on the OTC Bulletin Board under the symbol "TEGC".
Trading of our stock is sporadic and does not constitute an established public
market for our shares.  As of November 25, 2009, the closing price of our common
stock on the OTC Bulletin Board was $0.08 per share.  The registrar and transfer
agent for our shares of common stock is Transfer Online, Inc., 317 SW Alder
Street, 2nd Floor, Portland, OR  97204 (Telephone: 503.227.2950;  Facsimile:
503.227.6874).

For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. The following quotations obtained from Yahoo!
Finance reflect the high and low bids for our shares of common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

------------------------------------------------
QUARTER  ENDED                   HIGH      LOW
------------------------------------------------
August  31,  2009                $0.20     $0.02
May  31,  2009                   $0.10     $0.02
February  28,  2009              $0.05     $0.02
November  30,  2008              $0.26     $0.05
August  31,  2008                $0.37     $0.26
May  31,  2008                   $0.27     $0.26
February  28,  2008              $0.50     $0.20
November  30,  2007              $0.40     $0.20
------------------------------------------------

HOLDERS

On November 25, 2009, the shareholders' list of our shares of common stock
showed 32 registered holders of our shares of common stock and 13,603,950 shares
of common stock outstanding.  The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of
shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock.  We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

PENNY STOCK REGULATION

Our shares must comply with the Penny Stock Reform Act of 1990, which may
potentially decrease our shareholders' ability to easily transfer their shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. 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

<PAGE>
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must 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 must comply with the penny
stock rules.  Since our shares must comply with such penny stock rules, our
shareholders will in all likelihood find it more difficult to sell their
securities.

                     DESCRIPTION OF REGISTRANT'S SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $0.0001 per share and 5,000,000 shares of preferred stock at a par
value of $0.0001 per share.

COMMON STOCK

On November 30, 2009, the shareholders' list of our shares of common stock
showed 32 registered holders of our shares of common stock and 13,603,950 shares
of common stock outstanding. The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of
shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote.  Holders of common stock do not have
cumulative voting rights.  Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors.  At all meetings of shareholders, except where otherwise provided by
statute or by the Articles of Incorporation, or by these Bylaws, the presence,
in person or by proxy duly authorized, of the holder or holders of not less than
twenty% (20%) of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business.  A vote by the holders of a
majority of our outstanding shares is required to effect certain fundamental
corporate changes such as liquidation, merger or an amendment to our articles of
incorporation.

Holders of our common stock are entitled to share in all dividends that the
board of directors, in its discretion, declares from legally available funds.
In the event of liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We have authorized 5,000,000 shares of preferred stock at a par value of $0.0001
per share.  We have no shares of preferred stock outstanding as of the date of
this registration statement.

NEVADA ANTI-REORGANIZATION LAWS

We will become subject to Sections 78.411 and 78.444 of the Nevada General
Corporation Law (the "NGCL") if we ever have 200 or more stockholders of record.
Such statutes would prevent us from engaging in any "business combination" (as
such term is defined in Section 78.416 of the NGCL, described in "Description of
Capital Stock" herein) with any interested stockholder for a period of three
years following the date that the stockholder became an interested stockholder
unless:

(1)     prior to that date, our board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder;


<PAGE>
(2)     upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding those shares owned by persons who are directors
and also officers, and by employee stock plans in which shares held subject to
the plan will be tendered in a tender or exchange offer; or

(3)     on or subject to that date, the business combination is approved by our
board of directors and is authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock not owned by the interested
stockholder.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada law provides for discretionary indemnification for each person who serves
as one of our directors or officers.  We may indemnify such individuals against
all costs, expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such individual is one of
our officers or directors.  Such individual must have conducted himself in good
faith and reasonably believed that his conduct was in, or not opposed to, our
best interests.  In a criminal action, he must not have had a reasonable cause
to believe his conduct was unlawful.

Article  Twelfth  of  our  Articles  of Incorporation states that no director or
officer  of the Corporation shall be personally liable to the Corporation or any
of  its  stockholders  for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of  a  director  or  officer (i) for acts or omissions which involve intentional
misconduct,  fraud  or  a  knowing  violation  of  law,  or  (ii) the payment of
dividends  in  violation  of  Section 78.300 of the Nevada Revised Statutes. Any
repeal  or  modification  of this Article by the stockholders of the Corporation
shall  be prospective only, and shall not adversely affect any limitation on the
personal  liability  of  a  director  or  officer of the Corporation for acts or
omissions  prior  to  such  repeal  or  modification.

Under  Article  IX,  our  bylaws  provide  the  following  indemnification:

01.     INDEMNIFICATION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to  be  made  a  party  to  any proceeding, whether civil, criminal,
administrative  or investigative (other than an action by or in the right of the
Corporation)  by  reason  of  the  fact  that  such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including attorneys' fees), judgment, fines and
amounts  paid  in  settlement actually and reasonably incurred by such person in
connection  with  such  action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests of the Corporation, and with respect to any criminal action
or  proceeding,  had  no  reasonable  cause to believe such person's conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the person did not act in good
faith  and  in  a  manner  which such person reasonably believed to be in or not
opposed  to  the  best  interests  of  the  Corporation, and with respect to any
criminal  action  proceeding, had reasonable cause to believe that such person's
conduct  was  unlawful.

02.     DERIVATIVE ACTION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit  by  or  in  the  right  of  the  Corporation  to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including  attorney's  fees) and amount paid in
settlement  actually  and  reasonably incurred by such person in connection with
the  defense  or  settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests  of  the  Corporation, and, with respect to amounts paid in
settlement,  the  settlement  of the suit or action was in the best interests of
the  Corporation;  provided,  however,  that no indemnification shall be made in
respect  of  any  claim, issue or matter as to which such person shall have been
adjudged  to  be  liable  for  gross  negligence  or  willful  misconduct in the
performance  of  such  person's  duty  to the Corporation unless and only to the
extent  that,  the

<PAGE>
court  in which such action or suit was brought shall determine upon application
that,  despite  circumstances  of the case, such person is fairly and reasonably
entitled  to  indemnity  for  such expenses as such court shall deem proper. The
termination  of  any  action  or  suit  by  judgment or settlement shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of  the  Corporation.

03.     SUCCESSFUL DEFENSE

To  the  extent  that  a  Director,  Trustee,  Officer, employee or Agent of the
Corporation  has been successful on the merits or otherwise, in whole or in part
in  defense  of any action, suit or proceeding referred to in Paragraphs .01 and
..02  above,  or  in  defense  of any claim, issue or matter therein, such person
shall  be  indemnified against expenses (including attorneys' fees) actually and
reasonably  incurred  by  such  person  in  connection  therewith.

04.  AUTHORIZATION

Any  indemnification  under  Paragraphs  .01  and .02 above (unless ordered by a
court)  shall be made by the Corporation only as authorized in the specific case
upon  a  determination  that  indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable  standard  of conduct set forth in Paragraphs .01 and .02 above. Such
determination  shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action,  suit  or  proceeding,  or  (b) is such a quorum is not obtainable, by a
majority  vote  of  the  Directors  who were not parties to such action, suit or
proceeding,  or (c) by independent legal counsel (selected by one or more of the
Directors,  whether  or  not  a  quorum  and  whether or not disinterested) in a
written  opinion, or (d) by the Shareholders. Anyone making such a determination
under  this  Paragraph  .04  may  determine  that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may  reasonably  prorate  amounts  to  be  paid  as  indemnification.

05.  ADVANCES

Expenses  incurred  in  defending  civil  or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the  final  disposition  of such action, suit or proceeding as authorized in the
manner  provided  in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless  it shall ultimately be by the Corporation is authorized in this Section.

06.  NONEXCLUSIVITY

The  indemnification  provided  in this Section shall not be deemed exclusive of
any  other  rights  to  which  those  indemnified may be entitled under any law,
bylaw,  agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity  while  holding  such office, and shall continue as to a person who has
ceased  to be a Director, Trustee, Officer, employee or agent and shall inure to
the  benefit  of  the  heirs,  executors,  and  administrators of such a person.

07.  INSURANCE

The  Corporation  shall  have  the  power  to purchase and maintain insurance on
behalf  of  any  person  who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as  a  Director,  Trustee,  Officer,  employee  or agent of another corporation,
partnership,  joint  venture,  trust  or other enterprise, against any liability
assessed  against  such  person  in  any  such  capacity  or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify  such  person  against  such  liability.

<PAGE>
08.  "CORPORATION"  DEFINED

For  purposes of this Section, references to the "Corporation" shall include, in
addition  to  the  Corporation,  an  constituent  corporation  (including  any
constituent  of  a  constituent) absorbed in a consolidation or merger which, if
its  separate existence had continued, would have had the power and authority to
indemnify  its  Directors,  Trustees, Officers, employees or agents, so that any
person  who  is  or  was a Director, Trustee, Officer, employee or agent of such
constituent  corporation  or  of  any  entity a majority of the voting Shares of
which  is  owned  by  such  constituent  corporation or is or was serving at the
request  of  such  constituent  corporation  as  a  Director,  Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise,  shall  stand  in  the  same  position  under the provisions of this
Section  with  respect  to the resulting or surviving Corporation as such person
would  have  with  respect  to  such  constituent  corporation  if  its separate
existence  had  continued.

09.  FURTHER  BYLAWS

The  Board of Directors may from time to time adopt further Bylaws with specific
respect to indemnification and may amend these and such Bylaws to provide at all
times  the  fullest  indemnification permitted by the General Corporation Law of
the  State  of  Nevada.

ITEM  5.06  CHANGE  IN  SHELL  COMPANY  STATUS

As  a  result  of  the consummation of the Acquisition described in Item 2.01 of
this  Current  Report on Form 8-K, management of the Company believes that it is
no  longer  a  "shell  corporation,"  as that term is defined in Rule 405 of the
Securities  Act  and  Rule  12b-2  of  the  Exchange  Act.

ITEM  7.01  REGULATION  FD  DISCLOSURE

On  November 26, 2009, the Company issued a press release announcing that it had
acquired  rights  to  the Project. The press release is attached to this Current
Report  on  Form  8-K  as  Exhibit  99.2  and  is incorporated herein solely for
purposes  of  this  Item  7.01.

The  information  set  forth  in  this  Item  7.01,  including  Exhibit 99.2, is
furnished  pursuant to Item 7.01 and shall not be deemed "filed" for purposes of
Section  18  of  the  Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  or  otherwise  subject  to the liabilities under that section, nor shall
such  information  be  deemed  incorporated by reference in any filing under the
Securities  Act,  or the Exchange Act, except as shall be expressly set forth by
specific  reference  in  such  a  filing.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS


EXHIBIT NO.     DOCUMENT

3.1     Articles of Incorporation, Thrust Energy Corp., incorporated by
        reference from the Form 10KSB filed November 6, 2006
3.2     Amended and Restated Bylaws, Thrust Energy Corp., incorporated by
        reference from the Form 10KSB filed November 6, 2006
4.1     Form  of  Stock  certificate,  Thrust  Energy  Corp.,  incorporated  by
        reference  from  the  Form  10KSB  filed  November  6,  2006
14.1    Code  of  Ethics  for  Senior  Financial Officers, Thrust Energy Corp.,
        incorporated by reference from the Form 10KSB filed November 6, 2006
99.1    Audited Annual Financial Statements of Thrust Energy Corp.,
        incorporated by reference from the Company's Annual Report on
        Form 10-K filed with the SEC on November 30, 2009
99.2    Press Release, dated November 26, 2009



<PAGE>
                                   SIGNATURES

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

THRUST ENERGY CORP.




/s/ Thomas Mills
Thomas Mills, President & CEO
Date: November 25, 2009
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UNITED STATES 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) November 25, 2009

                              THRUST ENERGY CORP.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                   000-52403
                            (Commission File Number)

                                   20-3373669
                       (IRS Employer Identification No.)

          3044 BLOOR STREET W, SUITE 1440, TORONTO, ONTARIO    M8X 2Y8
             (Address of principal executive offices and Zip Code)

                                 (647) 456-9521
              (Registrant's telephone number, including area code)

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:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

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

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As used in this Current Report on Form 8-K, all references to the "Company,"
"we," "our", "us" and "Thrust" refer to the Registrant.

                                THE ACQUISITION

On November 25, 2009, we entered into an interim agreement by which we acquired
by assignment from an independent third party (the "Assignment"), the right to
acquire up to a 49% working interest in six natural gas wells in Alberta, Canada
(the "Project"), in exchange for cash consideration of up to $1,000,000 CAD (the
"Cash Consideration").  The Cash Consideration will be used to develop or
recomplete the wells comprising the Project and bring them into production.

As consideration for the Assignment, we paid a total of $160,000 USD, and
undertook to issue a total of 75 million common shares and 5,000,000 preferred
shares to the assignor upon completion of the acquisition of our working
interest in the Project.

Of the cash paid for the Assignment, $100,000 CAD was applied to the Cash
Consideration (the "Initial Payment"), yielding the right to an initial 4.9%
working interest in the Project (the "Initial Interest").  Our working interest
in the Project will be increased up to 49%, pro rata, with the payment of the
Cash Consideration.

If we are unable to provide the Cash Consideration within two weeks of a demand
for it by the Project operator (the "Demand Period"), then the Project operator
may seek financing from other sources, and will have the right, for a period of
12 months from the end of the Demand Period to redeem the Initial Interest by
refunding the Initial Payment to us.

The Assignment contemplates the execution of a formal, definitive agreement
between the parties and the Project operator before December 17, 2009.

                           FORWARD-LOOKING STATEMENTS

Information in this current report contains "forward looking statements" which
can be identified by the use of forward-looking words such as "believes",
"estimates", "could", "possibly", "probably", "anticipates", "estimates",
"projects", "expects", "may", or "should" or other variations or similar words.
No assurance can be given that the future results anticipated by the
forward-looking statements will be achieved.  These statements constitute
cautionary statements identifying important factors with respect to those
forward-looking statements, including certain risks and uncertainties that could
cause actual results to vary materially from the future results anticipated by
those forward-looking statements.  Such statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks in the section titled "Risk Factors".  Among the key factors that have a
direct bearing on our results of operations are the effects of various
governmental regulations, the fluctuation of our direct costs and the costs and
effectiveness of our operating strategy.  Other factors could also cause actual
results to vary materially from the future results anticipated by those
forward-looking statements.

The forward-looking statements are based upon management's current views and
assumptions regarding future events and operating performance, and are
applicable only as of the dates of such statements.  We do not have any
intention or obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, changes in assumptions,
or otherwise.

                            DESCRIPTION OF BUSINESS

GENERAL

We are an energy company, engaged in the exploration of commercially exploitable
oil  and gas reserves and the development of renewable energy resources, such as
solar  and  wind.  We  were incorporated in the State of Nevada on September 15,
2004.  Our office is located at Suite 1440, 3044 Bloor Street, Toronto, Ontario.
We  have  no subsidiaries. Our telephone number is (647) 456-9521. Our facsimile
number  is  (647)  439-3785.
BUSINESS

We  are  an  exploration stage oil and gas company.  Since our business requires
significant  capital and we have limited assets and resources, we will initially
participate in the oil and gas industry by acquiring undivided working interests
in  small oil and gas exploration properties and non-operating interests in both
producing  and  exploration  projects  throughout  the United States and Canada.
There  can  be  no  assurance  that we will be successful in our exploration and
investment  activities.  The  oil  and gas business involves numerous risks. See
"Risk  Factors"  on  page 5.  A "working interest" is an interest in a well that
bears  the  drilling and operating expenses thereof.  A "non-operating interest"
is  a  working  interest  for  which  the  owner  does  not  operate  the  well.

Our  management  is  not  experienced  in  the  oil  and  gas industry.  We will
therefore  rely  on consultants to identify, evaluate and structure suitable oil
and  gas acquisition opportunities.  With the assistance of our consultants and,
to  a  lesser  extent,  unsolicited submissions, we intend to evaluate potential
acquisitions  of  oil and gas interests in the United States and Canada that may
become  available  on acceptable terms and that have the potential to provide us
with  production  revenue  and  reserves.

We  will  rely on third parties for outsourced drilling and exploration services
as  appropriate.  By  outsourcing  an appropriate level of the capital-intensive
aspects  of  our  business,  we  expect  to achieve significant cost savings and
operational  efficiencies.  We believe that our business model will permit us to
maximize  the  use  of  our  otherwise  limited  resources,  reduce  the risk of
unsuccessful  drilling  efforts,  and  capitalize  on  the  experience  of  our
consultants.

We  are  focusing  our acquisition and exploration activities in the Province of
Alberta.  This  region  is characterized by potentially long-lived reserves with
predictable  and  relatively  low  production depletion rates, multiple geologic
targets  that  decrease  risk,  lower  service costs than in more competitive or
remote  areas,  a  favorable  regulatory  environment  that  encourages drilling
efforts, and limited federal land or land access impediments.  We will, however,
consider  any  prospective  oil and gas projects located in the United States or
Canada  that we believe may yield commercially producible amounts of oil or gas.

We  have  not earned any revenue since our inception and presently have negative
cash  flow.  To  date,  our  efforts  upon  have  been  devoted  to  acquiring
non-operating  interests  in  projects that are already producing oil or natural
gas,  and  thereby  generate  positive  cash  flow  to  fund  operations  and
re-investment in other oil and gas projects.  We have also pursued non-operating
interests  in  exploration  projects.  In 2009, we expanded our business plan to
include  the  development  of  renewable  energy  sources.

On  November 25, 2009, we entered into an interim agreement by which we acquired
by  assignment  from an independent third party (the "Assignment"), the right to
acquire up to a 49% working interest in six natural gas wells in Alberta, Canada
(the "Project"), in exchange for cash consideration of up to $1,000,000 CAD (the
"Cash  Consideration").  The  Cash  Consideration  will  be  used  to develop or
recomplete  the wells comprising the Project and bring them into production.  We
paid  $160,000 USD for the Assignment, of which, $100,000 CAD was applied to the
Cash  Consideration  (the  "Initial  Payment"), yielding the right to an initial
4.9%  working  interest  in  the  Project (the "Initial Interest").  Our working
interest  in the Project will be increased up to 49%, pro rata, with the payment
of  the  Cash Consideration.  If we are unable to provide the Cash Consideration
within  two  weeks  of  a  demand  for  it  by the Project operator (the "Demand
Period"),  then  the Project operator may seek financing from other sources, and
will have the right, for a period of 12 months from the end of the Demand Period
to  redeem  the  Initial  Interest  by  refunding  the  Initial  Payment  to us.

We  do  not presently have sufficient capital to pay the Cash Consideration.  We
intend  to  seek  additional  financing  for  the Cash Consideration through the
issuance  of  debt instruments and the sale of our stock, but we cannot give any
assurance  that  we  will  be  able to obtain additional funding on commercially
acceptable  terms  when  it  is  required.

Other  than  our rights in and to the Project, we do not presently have any oil,
gas  or  renewable  energy  interests,  or  other  assets.
STRATEGY

We  will  regularly review exploration opportunities generated by our management
and  consultants.  We will generally seek to acquire and explore properties that
are located in regions having established production history and infrastructure,
or  current  production  levels  with  proven  and  potential  reserve  upside
opportunities.  In  some  cases,  we may acquire higher risk undeveloped acreage
based  on  available  information  suggesting  the  potential  for  commercially
producible reserves and a favorable risk-based economic evaluation of production
and  price  scenarios.

Our  selection  of  exploration  properties will be based primarily on available
information  gathered  from  historical  records  and  drill  logs, geologic and
engineering  data, surrounding production from similar wells and ease of access.
The  cost  of  obtaining such information will be unique to each property we may
acquire  in the future and cannot presently be estimated.  Due to the expense of
3-D  seismic  data  it  is  unlikely  that  we will obtain such information with
respect  to any property we acquire.  3-D seismic is the method by which a three
dimensional  image  of  the  earth's  subsurface  is  created  through  the
interpretation  of reflection seismic data collected over a surface grid.  A 3-D
seismic  survey  allows for a more detailed understanding of the subsurface than
does  a  2-D  seismic  survey  and contributes significantly to field appraisal,
exploitation  and  production.  Without  a  3-D  seismic  survey it is much more
likely  that  our  drilling  efforts  will  be  unsuccessful.

Prior  to any acquisition, we intend to perform a review of the subject property
generally  consistent with industry practices.  Such a review, however, will not
reveal  all  existing  or  potential  problems,  nor will it permit us to become
sufficiently  familiar  with  the  property  to assess fully its deficiencies or
potential  value.  Inspections  of  the  property  may  not  be  practicable and
existing  problems may not be observable even in those cases where an inspection
is  undertaken.  We  may  assume  existing  liabilities, including environmental
liabilities, upon such an acquisition and would likely acquire interests in such
a  property  on  an  "as  is"  basis.

Due  to  our  limited assets and resources, we will be circumscribed in the type
and  quality  of properties that we will be able to acquire.  This may result in
us  being  able  to acquire only small leaseholds in areas with proven producing
horizons  (geological  formations  with  a history of oil or gas production), or
leaseholds  in  higher  risk  properties.  We may also be required to enter into
various  forms  of  joint  arrangements  with  unrelated  companies, whereby the
parties agree to share the costs of exploration, as well as the costs of and any
revenue from a discovery.  Such arrangements do not always equate the proportion
of  expenditures  undertaken by a party with the share of revenue to be received
by  such  party.  There  can  be  no  assurance  that  we  will  be able to find
acceptable  properties  for exploration, or if we do, that we will be successful
in  locating  commercially  producible  reserves  of  oil  or  gas.

When we acquire a working interest in an exploration property we will assess the
potential  reserves  of oil and gas, future oil and gas prices, operating costs,
potential  environmental  liability,  and  other  risks  and  factors beyond our
control.  Such  an  assessment  is  necessarily  inexact  and  its  accuracy  is
inherently  uncertain.  Based on this assessment we will determine the degree to
which  we will participate in exploration drilling.  We plan to finance any such
participation  from  available  capital.  But,  when  available  capital  is
insufficient,  we plan to finance our participation through the issuance of debt
instruments  and  the  sale  of  our stock.  We do not presently have sufficient
capital  to  perform  any exploration and there can be no assurance that we ever
will.

In  the  right  circumstances,  we  will  assume the entire risk of exploration.
Alternatively,  we  may  determine  that  it  will  be more beneficial to invite
industry  participants  to  share  the  risk  and  the reward of the prospect by
financing  some  or  all  of  the costs of drilling contemplated wells.  In such
cases,  we  may retain a carried working interest or a reversionary interest, or
we  may  be required to finance all or a portion of our proportional interest in
the  prospect.  Although  this  approach will reduce our potential return should
the  drilling  operations  prove  successful,  it  will also reduce our risk and
financial  commitment to a particular prospect.  A "carried working interest" is
an  oil  or  gas  interest that has no obligation for operating costs, which are
instead  borne by the owner or owners of the remaining interest in the property.
A  "reversionary  interest"  is a fractional interest reserved by the owner of a
whole  interest when the balance of the whole interest is transferred to another
party.

As is customary in the oil and gas industry, we will conduct a preliminary title
examination  at  the time that we acquire an exploration property.  We will rely
upon  the  brokers  of  each property to conduct the title examination.  We will
engage  an  attorney  to  provide  a  title  opinion  on  any property having an
acquisition cost of more than $100,000 prior to acquiring it.  Similarly, before
we commit to spending $100,000 on the exploration of a property we acquire, such
as  for  drilling operations, if we have not already obtained a title opinion on
the  property  we  will  engage  an  attorney  to  do  so.
We  will perform necessary curative work with respect to any significant defects
in  title  prior  to  proceeding  with  operations.

We  also  plan to evaluate and pursue from time-to-time opportunities to acquire
non-operating  interests  in both producing and exploratory oil and gas projects
with  a  view  towards  generating revenue and a significant reserve base.  This
approach will allow us to diversify into a larger number of prospects at a lower
cost  per prospect.  There can be no assurance, however, that such non-operating
interests  will  be  available  to  us  on  acceptable  terms.

SALES  AND  MARKETING

As  we  remain  in the exploration stage, we have not yet generated any revenue,
nor  do  we  have  any  customers.

The principal customers for our crude oil production, if any, are expected to be
refiners,  remarketers  and  other companies, some of which are expected to have
pipeline  facilities  near  the  properties  we  acquire.  In the event pipeline
facilities are not conveniently available, we intend to truck or barge crude oil
to  storage,  refining  or  pipeline  facilities.

The  principal  target customers for our gas production, if any, are expected to
be  pipelines,  utilities,  gas  marketing  firms,  industrial  users  and local
distribution  companies.  We  intend  to  use  existing  gathering  systems  and
interstate  and  intrastate  pipelines  to  consummate gas sales and deliveries.

We  intend  to  sell  our  oil and gas production, if any, under both short-term
(less  than  one  year)  and  long-term  (one year or more) agreements at prices
negotiated  with  third  parties. Under both short-term and long-term contracts,
typically  either  the  entire contract (in the case of short-term contracts) or
the  price  provisions  of the contract (in the case of long-term contracts) are
renegotiated  from  intervals  ranging  in  frequency  from  daily  to annually.

We  have not yet adopted any specific sales and marketing plans. We will address
the  need  to  hire sales and marketing personnel if and when production begins.

COMPETITION

The oil and gas business is highly competitive, and we do not hold a significant
competitive  position  within  it.  Our competitors include major integrated oil
and  gas  companies  and numerous independent oil and gas companies, individuals
and  drilling  and  income  programs. Some of our competitors are also potential
customers.  Many  of  our competitors are large, well established companies with
substantially larger operating staffs and greater capital resources than we have
and  which  have been engaged in the energy business for a much longer time than
we  have.  Such  companies  may  be  able to pay more for productive oil and gas
properties  and  exploratory  prospects  and  to  define,  evaluate, bid for and
purchase  a  greater  number  of  properties and prospects than our financial or
human  resources  permit.  Our  ability  to acquire additional properties and to
discover  reserves  in the future will be dependent upon our ability to evaluate
and  select  suitable  properties  and  to  consummate  transactions in a highly
competitive  environment.

GOVERNMENT  AND  ENVIRONMENTAL  REGULATION

Domestic  development,  production  and  sale  of  oil  and  gas are extensively
regulated  at  both  the federal and state levels. Legislation affecting the oil
and gas industry is under constant review for amendment or expansion, frequently
increasing  the regulatory burden. Also, numerous departments and agencies, both
federal  and  state/provincial, have issued rules and regulations binding on the
oil  and gas industry and its individual members, compliance with which is often
difficult  and  costly and some of which carry substantial penalties for failure
to  comply.  Statutes  and  regulations require permits for drilling operations,
drilling  bonds and reports concerning wells. Alberta and other jurisdictions in
which  we  intend  to  conduct  operations  also  have  statutes and regulations
governing  conservation matters, including the unitization or pooling of oil and
gas properties and establishment of maximum rates of production from oil and gas
wells.

Our  planned  operations  will  be  subject to extensive and developing federal,
state  and  local  laws  and  regulations  relating to environmental, health and
safety  matters;  petroleum;  chemical  products  and  materials;  and  waste
management.  Permits, registrations or other authorizations will be required for
any  future  oil  and  gas exploration and production activities. These permits,
registrations  or authorizations will be subject to revocation, modification and
renewal.  Governmental  authorities  have  the  power to enforce compliance with
these regulatory requirements, the provisions of required permits, registrations
or  other  authorizations,  and  lease  conditions, and violators are subject to
civil  and  criminal
penalties, including fines, injunctions or both. Failure to obtain or maintain a
required  permit  may  also  result  in  the  imposition  of  civil and criminal
penalties.  Third  parties  may  have  the  right  to sue to enforce compliance.

Some  risk  of costs and liabilities related to environmental, health and safety
matters  is  inherent  in  our planned operations, as it is with other companies
engaged in similar businesses, and there can be no assurance that material costs
or  liabilities  will  not  be incurred. In addition, it is possible that future
developments,  such  as  stricter  requirements  of  environmental or health and
safety  laws  and  regulations  affecting  our  business  or  more  stringent
interpretations  of,  or  enforcement  policies  with  respect to, such laws and
regulations,  could  adversely  affect  us.  To  meet  changing  permitting  and
operational  standards,  we  may  be  required,  over  time,  to  make  site  or
operational  modifications at our facilities, some of which might be significant
and  could  involve  substantial  expenditures.  There  can be no assurance that
material  costs  or  liabilities  will  not  arise  from  these  or  additional
environmental  matters that may be discovered or otherwise may arise from future
requirements  of  law.

EMPLOYEES

We currently have no employees other than our sole officer and director, who has
not  been  paid for his services.  We do not have any employment agreements with
our  sole  officer  and  director.  We  do  not  presently have pension, health,
annuity,  insurance,  stock  options,  profit  sharing or similar benefit plans;
however,  we may adopt such plans in the future. There are presently no personal
benefits  available  to  our  officers  and  directors.

Since  our  sole  officer  and  director  is  not  experienced  with  oil or gas
exploration, we intend to retain qualified persons on a contract basis as needed
from  time  to  time  to  identify,  evaluate and structure suitable oil and gas
investment  opportunities.

                                    PROPERTY

We do not presently own or have an interest in any real property.

                               LEGAL PROCEEDINGS

Neither Thrust Energy Corp., nor its sole officer and director is a party to any
material  legal  proceeding  or  litigation and such persons know of no material
legal  proceeding  or  contemplated  or  threatened  litigation.  There  are  no
judgments against Thrust Energy Corp. or its sole officer and director. Our sole
officer  and director has not been convicted of a felony or misdemeanor relating
to  securities  or  performance  in  corporate  office.

                                  RISK FACTORS

ANY  INVESTMENT  IN  OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  IF ANY OF
THE  FOLLOWING  RISKS  OCCUR,  OUR  BUSINESS,  OPERATING  RESULTS  AND FINANCIAL
CONDITION  COULD BE SERIOUSLY HARMED AND OUR SHAREHOLDERS COULD LOSE ALL OR PART
OF  THEIR  INVESTMENT.

(1)     WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY, SO IT WILL
BE DIFFICULT FOR POTENTIAL INVESTORS TO JUDGE OUR PROSPECTS FOR SUCCESS.

We  are  a  development  stage  corporation and have a no operating history from
which  to  evaluate  our business and prospects. We have earned no revenue since
inception.  From  inception  through  August 31, 2009, we incurred a net loss of
$(187,403).  There  can be no assurance that our future proposed operations will
be  implemented successfully or that we will ever have profits. If we are unable
to  sustain  our  operations,  investors  may  lose  their  entire  investment.
Prospective purchasers of our stock should be aware of the difficulties normally
encountered  by  new  oil and gas companies and the high rate of failure of such
enterprises.  These  risks  include without limitation the fact that our initial
acquisitions  may  deplete  available  start-up  capital  and  not  result  in
commercially  producible  quantities  of oil or gas.  Unless some of our initial
acquisitions  result  in  oil  or  gas production, our business will most likely
fail.  In  evaluating  our  business and prospects, these difficulties should be
considered.
(2)     IF  WE  ARE  UNABLE TO CONTINUE OPERATIONS AS A GOING CONCERN, INVESTORS
MAY  LOSE  THEIR  INVESTMENT.

The  report  of  our  independent  auditors that accompanies our August 31, 2009
financial  statements  contains  an explanatory paragraph expressing substantial
doubt  about  our  ability  to  continue  as  a  going  concern.  The  financial
statements  have  been  prepared  "assuming  that the Company will continue as a
going  concern,"  which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.  Our ability
to  continue  as a going concern is dependent upon raising additional capital to
fund  our  operations and ultimately on generating future profitable operations.
There  can  be  no assurance that we will be able to raise sufficient additional
capital  or eventually have positive cash flow from operations to address all of
our  cash  flow needs. If we are not able to find alternative sources of cash or
generate  positive cash flow then we will not be able to continue operations and
our  shareholders  may  lose  their  investment.

(3)     IF WE ARE UNABLE TO SECURE ADDITIONAL FINANCING WE MAY BE UNABLE TO
ACQUIRE OIL & GAS INTERESTS OR EARN REVENUE, AND WE MAY CEASE OPERATIONS.

We  do  not  have  sufficient  capital resources to sustain our current level of
operations  for  the  next twelve months.  If we are unable to secure sufficient
financing  to  maintain  operations,  we may cease operations.  Furthermore, our
business model contemplates the acquisition of exploration properties and making
offers  to  acquire  non-operating  interests  in both producing and exploration
projects  in the ordinary course of our business.  If these offers are accepted,
our  capital  needs  may  increase  substantially.  We plan to obtain the future
funding  that  we  will  need through external sources from the issuance of debt
instruments and the sale of our stock, but we cannot give any assurance  that we
will  be able to obtain additional funding on commercially acceptable terms when
it  is  required.  If we fail to obtain the funding when it is needed, we may be
required  to  forego  or delay potentially valuable opportunities to acquire oil
and gas interests or we may default on future anticipated funding commitments to
third parties and forfeit or dilute our rights in future anticipated oil and gas
interests.

(4)     IF WE ARE UNABLE TO ACQUIRE OIL AND GAS INTERESTS THAT WILL YIELD
COMMERCIALLY PRODUCIBLE QUANTITIES OF OIL AND GAS, WE WILL NOT BE ABLE TO EARN
REVENUE.

Our success will depend upon our ability to acquire interests in properties that
ultimately  produce commercial quantities of oil or gas.   We have no history of
acquiring  such  interests.  Without  such  interests,  we  will  not be able to
generate  revenue  or build reserves.  The successful acquisition of oil and gas
interests  requires  an  assessment  of recoverable reserves, future oil and gas
prices  and  operating  costs, potential environmental and other liabilities and
other  factors.  Such  assessments  are  necessarily  inexact and their accuracy
inherently  uncertain.  Our  management  has no experience with such assessments
and  will  be  relying  upon  advice  from independent consultants to make their
decisions  in  that  regard.  Furthermore,  any  project  in which we acquire an
interest  may  be  curtailed,  delayed or canceled because of a lack of adequate
capital  and  other  factors,  such  as title problems, weather, compliance with
governmental  regulations or price controls, mechanical difficulties, or unusual
or  unexpected  formations,  pressures  and  work  interruptions.

(5)     IF MARKET CONDITIONS OR OPERATIONAL IMPEDIMENTS HINDER OUR ACCESS TO OIL
AND NATURAL GAS MARKETS OR DELAY OUR PRODUCTION, WE MAY BE UNABLE TO EARN
REVENUE.

Market  conditions  or  the  unavailability  of satisfactory oil and natural gas
transportation arrangements may hinder our access to oil and natural gas markets
or  delay  our  production.  The  availability of a ready market for our oil and
natural  gas production depends on a number of factors, including the demand for
and supply of oil and natural gas and the proximity of reserves to pipelines and
terminal facilities. Our ability to market our production depends in substantial
part  on  the  availability  and  capacity  of  gathering systems, pipelines and
processing facilities owned and operated by third parties. Our failure to obtain
such  services on acceptable terms could materially harm our business. We may be
required  to  shut  in  wells for a lack of a market or because of inadequacy or
unavailability  of  natural  gas  pipeline or gathering system capacity. If that
were to occur, then we would be unable to realize revenue from those wells until
production  arrangements  were  made  to  deliver  to  market.
(6)     IF OUR EXPLORATION AND DEVELOPMENT PROJECTS PROVE UNSUCCESSFUL, WE MAY
NOT BE ABLE TO CONTINUE OPERATIONS.

An  investment in our company should be considered highly speculative due to the
nature  of  our  involvement  in  the  exploration  of oil and gas.  Oil and gas
exploration  involves  a  high  degree  of  risk  that  even  a  combination  of
experience,  knowledge,  and  careful  evaluation  may  not be able to overcome.
Exploratory  drilling  is  subject to numerous risks, including the risk that no
commercially  productive oil or gas reservoirs will be encountered.  The cost to
drill,  complete  and  operate wells is often uncertain, and drilling operations
may  be  curtailed,  delayed  or  cancelled  as a result of a variety of factors
including  unexpected  drilling  conditions,  abnormal  pressures,  equipment
failures, premature declines of reservoirs, blow-outs, sour gas releases, fires,
spills  or  other  accidents,  as  well  as  weather conditions, compliance with
governmental  requirements,  delays  in  receiving  governmental  approvals  or
permits, unexpected environmental issues and shortages or delays in the delivery
of  equipment.  If  we drill wells that fail to produce commercial quantities of
oil  or  gas,  we  may  deplete our available capital so that without additional
financing  we  may  be  forced  to  cease  operations.

Future  oil  and gas exploration may involve unprofitable efforts, not only from
dry  wells, but from wells that are productive but do not produce sufficient net
revenue  to  return  a  profit  after exploration, drilling, operating and other
costs.  Completion  of  wells  does  not  ensure  a  profit on the investment or
recovery  of  exploration,  drilling,  completion and operating costs.  Drilling
hazards  or  environmental damage could greatly increase the cost of operations,
and various field operating conditions may adversely affect production.  Adverse
conditions  include  delays  in  obtaining  governmental  approvals or consents,
shut-ins  of  connected  wells  resulting  from  extreme  weather  conditions,
insufficient  storage  or  transportation  capacity,  or  other  geological  and
mechanical  conditions.

(7)     THE  SELECTION OF OIL AND GAS PROJECTS INVOLVES NUMEROUS RISKS UNRELATED
TO  THE  PRESENCE  OR  ABSENCE OF RECOVERABLE RESERVES WHICH, IF REALIZED, COULD
HARM  OUR  BUSINESS  AND  RESULT  IN  THE  LOSS OF OUR SHAREHOLDERS' INVESTMENT.

Even  though  we  intend to perform a review of each project we decide to pursue
that  we  believe  will  be  consistent  with industry practice, reviews of this
nature  are  often  limited in scope. Moreover, these reviews may not reveal all
existing  or  potential  problems nor will they permit us to become sufficiently
familiar  with  the  related  properties  to fully assess their deficiencies and
capabilities.  In  addition,  inspections  may  not always be performed on every
platform or well, and structural or environmental problems may not be observable
even  when  an  inspection is undertaken. Even when problems are identified, the
seller  or  lessor  may  be unwilling or unable to provide effective contractual
protection against all or part of the problems. We are generally not entitled to
contractual  indemnification  for  environmental  liabilities,  and  we  may  be
required  to  pursue  many  projects on an "as is" basis. Accordingly, we may be
required  to  make  significant expenditures to cure environmental contamination
relating  to  acquired  properties. If we are unable to remedy or cure any title
defect  or  potential  environmental  problem  of  a  nature  such that drilling
operations  on  the property would not be prudent, we could suffer a loss of our
entire  investment  in  the  property.

(8)     TITLE DEFICIENCIES COULD RENDER OUR LEASES WORTHLESS AND RESULT IN
SUBSTANTIAL LOSSES TO OUR BUSINESS.

We  have  historically  relied upon the judgment of oil and gas lease brokers or
landmen  who  perform  the  field  work  in examining records in the appropriate
governmental  office  before  attempting to place under lease a specific mineral
interest.  This  is  customary practice in the oil and gas industry. However, we
anticipate  that  we,  or  the person or company acting as operator of the wells
located  on  the  properties that we lease or in which we obtain a non-operating
interest,  will  examine  title  prior  to commencing drilling operations.  Even
after  taking  these precautions, deficiencies in the marketability of the title
to  the leases may still arise. The existence of a material title deficiency can
render  a  lease  worthless  and  can result in a large expense to our business.

(9)     SINCE WE DO NOT INTEND TO OBTAIN 3-D SEISMIC DATA WITH RESPECT TO ANY
EXPLORATION PROPERTY WE ACQUIRE, IT IS MUCH MORE LIKELY THAT OUR DRILLING
EFFORTS WILL BE UNSUCCESSFUL.

We  do not intend to obtain data from three dimensional (3-D) seismic surveys of
any  exploration  property  that we may acquire.  A 3-D seismic survey creates a
three dimensional image of the earth's subsurface and allows for a more detailed
understanding  of  the  subsurface  than does a 2-D seismic survey.  3-D seismic
data  contributes significantly to field appraisal, exploitation and production.
Since  we  intend  to  rely on 2-D seismic data, it is much more likely that our
drilling  efforts will be unsuccessful than if we used 3-D seismic data.  If our
drilling  efforts  are  unsuccessful,  then  our investors may lose all of their
investment.

(10)     IF THE RESERVE ESTIMATES ON WHICH WE HEAVILY RELY ARE WRONG, THEN IT IS
UNLIKELY THAT OUR INVESTMENTS IN OIL AND GAS PROPERTIES WILL EVER GENERATE
REVENUE.

The  oil  and gas reserve information that we will use in evaluating prospective
interests  based  on  reserve  estimates  involving a great deal of uncertainty.
Different  reserve  engineers  may make different estimates of reserves and cash
flows  based on the same available data.  Reserve estimates depend in large part
upon  the  reliability  of  available  geologic  and  engineering data, which is
inherently  imprecise.  Geologic  and engineering data are used to determine the
probability that a reservoir of oil and gas exists at a particular location, and
whether  oil  and  gas  are  recoverable  from  a  reservoir.  Recoverability is
ultimately  subject  to  the  accuracy  of  data  including, but not limited to,
geological  characteristics  of  the  reservoir,  structure,  reservoir  fluid
properties,  the  size  and boundaries of the drainage area, reservoir pressure,
and  the  anticipated  rate  of  pressure depletion. The evaluation of these and
other  factors  is  based  upon  available seismic data, computer modeling, well
tests  and  information obtained from production of oil and gas from adjacent or
similar  properties,  but the probability of the existence and recoverability of
reserves  is  less than 100% and actual recoveries of proved reserves can differ
from  estimates.

Reserve  estimates  also  require  numerous  assumptions  relating  to operating
conditions  and economic factors, including the price at which recovered oil and
gas  can be sold, the costs of recovery, assumptions concerning future operating
costs,  severance  and excise taxes, development costs and workover and remedial
costs,  prevailing  environmental  conditions  associated  with  drilling  and
production  sites,  availability  of  enhanced  recovery  techniques, ability to
transport  oil and gas to markets and governmental and other regulatory factors,
such  as  taxes  and environmental laws. A negative change in any one or more of
these  factors could result in quantities of oil and gas previously estimated as
proved  reserves becoming uneconomic. For example, a decline in the market price
of  oil  or  gas to an amount that is less than the cost of recovery of such oil
and  gas  in  a  particular  location  could  make  production  commercially
impracticable.  The  risk  that  a  decline  in  price could have that effect is
magnified  in  the  case  of  reserves  requiring  sophisticated  or  expensive
production  enhancement  technology  and  equipment, such as some types of heavy
oil.  Each of these factors, by having an impact on the cost of recovery and the
rate  of production, will also affect the present value of future net cash flows
from  estimated  reserves.

(11)     VOLATILITY  OF  OIL  AND GAS PRICES AND MARKETS COULD MAKE IT DIFFICULT
FOR  US  TO  REACH  AND  SUSTAIN  PROFITABILITY.

Prices  for  oil  and gas tend to fluctuate significantly in response to factors
beyond  our  control.  These factors include, but are not limited to, war in the
Middle East and actions of the Organization of Petroleum Exporting Countries and
its  maintenance  of  production  constraints,  the  U.S.  economic environment,
weather  conditions,  the availability of alternate fuel sources, transportation
interruption, the impact of drilling levels on crude oil and gas supply, and the
environmental  and access issues that could limit future drilling activities for
the  industry.

Our  ability  to  obtain and sustain profitability is substantially dependent on
prevailing  prices  for  oil and gas.  Price changes directly affect revenue and
can  indirectly  impact  expected  production  by  changing  the amount of funds
available  to reinvest in exploration and development activities.  Reductions in
oil  and  gas  prices not only reduce revenue and profits, but could also reduce
the  quantities  of  reserves  that  are  commercially recoverable.  Significant
declines  in  prices  could  result  in  non-cash  charges  to  earnings  due to
impairment.  We  do  not currently engage in any hedging program to mitigate our
exposure  to  fluctuations  in  oil  and  gas  prices.

Changes  in  commodity  prices  may  also  significantly  affect  our ability to
estimate  the value of oil and gas interests for acquisition and divestiture, as
buyers  and  sellers  have  difficulty  agreeing  on the value of the interests.
Price volatility also makes it difficult to budget for and project the return on
acquisitions.  We  expect  that  commodity  prices  will  continue  to fluctuate
significantly  in  the  future.

(12)     THE COST OF COMPLYING WITH ENVIRONMENTAL AND OTHER GOVERNMENT
REGULATIONS COULD PREVENT US FROM BECOMING PROFITABLE AND CONTINUING OPERATIONS.

Our  business  is governed by numerous laws and regulations at various levels of
government.  These  laws and regulations govern the operation and maintenance of
our  facilities,  the  discharge  of  materials  into  the environment and other
environmental  protection  issues.  The  laws  and  regulations may, among other
potential  consequences,  require  that  we  acquire  permits  before commencing
drilling, restrict the substances that can be released into the environment with
drilling  and  production  activities,  limit or prohibit drilling activities on
protected  areas  such as wetlands or wilderness areas, require that reclamation
measures  be taken to prevent pollution from former operations, require remedial
measures  to  mitigate  pollution  from  former  operations,  such  as  plugging
abandoned  wells  and remediating contaminated soil and groundwater, and require
remedial  measures  to  be  taken  with  respect  to  property  designated  as a
contaminated  site.

Under  these  laws  and  regulations,  we  could  be liable for personal injury,
clean-up  costs  and  other  environmental  and  property  damages,  as  well as
administrative, civil and criminal penalties. We will maintain limited insurance
coverage  for  sudden  and  accidental  environmental  damages  as  well  as
environmental  damage  that  occurs  over  time. However, we do not believe that
insurance  coverage  for  the  full potential liability of environmental damages
will  be  available  at  a  reasonable cost. Accordingly, we could be liable, or
could  be  required  to  cease production on properties, if environmental damage
occurs.

The costs of complying with environmental laws and regulations in the future may
harm  our  business.  Furthermore,  future  changes  in  environmental  laws and
regulations  could  occur  that  result  in  stricter standards and enforcement,
larger  fines  and  liability,  and increased capital expenditures and operating
costs,  any  of  which  could  have  a  material adverse effect on our financial
condition  or  results  of  operations.

(13)     INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IF WE ARE UNABLE TO
SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE OIL AND GAS INDUSTRY.

     The oil and gas industry is highly competitive. We compete with oil and gas
companies  and  other  individual  producers and operators, the vast majority of
which  have  longer  operating histories and substantially greater financial and
other  resources  than we do, as well as companies in other industries supplying
energy,  fuel  and  other  needs  to consumers. Many of these companies not only
explore for and produce crude oil and gas, but also carry on refining operations
and  market  petroleum  and  other  products  on  a  worldwide basis. Our larger
competitors,  by  reason of their size and relative financial strength, can more
easily  access capital markets than we can and may enjoy a competitive advantage
in the recruitment of qualified personnel. They may be able to absorb the burden
of  any  changes  in  laws  and  regulation  in the jurisdictions in which we do
business  and handle longer periods of reduced prices of gas and oil more easily
than  we can. Our competitors may be able to pay more for productive oil and gas
properties  and  may be able to define, evaluate, bid for and purchase a greater
number  of  interests than we can. Our ability to acquire additional oil and gas
interests  in  the  future  will  depend  upon  our ability to conduct efficient
operations,  evaluate  and  select  suitable  interests,  implement  advanced
technologies  and  consummate  transactions in a highly competitive environment.

(14)     SINCE  OUR MANAGEMENT HAS NO EXPERIENCE IN OIL AND GAS EXPLORATION, OUR
BUSINESS  HAS  A  HIGHER  RISK  OF  FAILURE.

Our  sole  director and officer has no oil and gas experience.  He does not have
any  technical  training in either oil or gas producing operations.  As a result
of  this  inexperience, all business decisions made by him regarding oil and gas
acquisition  and  exploration  will  be  in reliance on the advice of others. We
intend  to  retain  qualified persons on a contract basis as needed from time to
time  to  identify,  evaluate  and  structure  suitable  oil  and gas investment
opportunities.  We  have not looked for or talked to any geologist, geoscientist
or  engineer who will perform work for us in the future, and we do not intend to
do  so until we complete this Offering.  If reliable advice is not available, it
is  likely  that  our  business  will  fail.

(15)     OUR  RELIANCE ON THIRD PARTY VENDORS FOR OUTSOURCED SERVICES MAY RESULT
IN  UNANTICIPATED  COSTS  THAT  COULD  PREVENT  OUR  OPERATIONS  FROM  BECOMING
PROFITABLE.

To  maximize  the  use  of our otherwise limited capital and human resources, we
intend  to  rely on third party vendors for outsourced drilling, exploration and
other  operational services.  While we expect that this will allow us to achieve
cost savings and operational efficiencies, the use of outsourced resources could
expose  us  to  greater risk should we be unable to source critical vendors on a
cost  budgeted  and  timely basis.  Furthermore, the use of outsourced resources
could  minimize  our  ability  to control the work product and accountability of
such  vendors.
(16)     WE  WILL  SEEK  TO  RAISE  ADDITIONAL  FUNDS  IN  THE  FUTURE, AND SUCH
ADDITIONAL  FUNDING  MAY  BE  DILUTIVE  TO  SHAREHOLDERS  OR  IMPOSE OPERATIONAL
RESTRICTIONS.

We  expect  to seek additional capital to help fund our acquisition, exploration
and  development  of  oil  and  gas properties.  If additional capital is raised
through  the  issuance  of  equity  securities,  the percentage ownership of our
shareholders will be reduced.  These shareholders may experience dilution in net
book  value  per  share.  Furthermore, any additional equity securities may have
rights,  preferences and privileges senior to those of the holders of our common
stock.  Debt  financing,  if  available,  may involve restrictive covenants that
could  limit  our  operating  flexibility.

(17)     WE  MAY  ISSUE  SHARES  OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR
COMMON  STOCK,  WHICH  MAY  ENTRENCH  MANAGEMENT  AND  RESULT IN DILUTION OF OUR
SHAREHOLDERS'  INVESTMENT.

     Our  Articles  of  Incorporation  authorize the issuance of up to 5,000,000
shares  of  preferred  stock,  par  value  $.0001  per share. The authorized but
unissued  preferred  stock  may be issued by the Board of Directors from time to
time  on  any  number of occasions, without stockholder approval, as one or more
separate series of shares comprised of any number of the authorized but unissued
shares  of  preferred  stock, designated by resolution of the Board of Directors
stating  the  name  and  number  of  shares  of  each  series  and setting forth
separately  for  such  series  the  relative  rights, privileges and preferences
thereof,  including,  if  any,  the: (i) rate of dividends payable thereon; (ii)
price,  terms  and  conditions  of  redemption;  (iii) voluntary and involuntary
liquidation  preferences;  (iv)  provisions  of a sinking fund for redemption or
repurchase; (v) terms of conversion to common stock, including conversion price,
and  (vi)  voting rights. Such preferred stock may enable our Board of Directors
to  hinder  or  discourage any attempt to gain control of us by a merger, tender
offer  at a control premium price, proxy contest or otherwise. Consequently, the
preferred  stock  could  entrench our management. The market price of our common
stock could be depressed to some extent by the existence of the preferred stock.
As  of  the  date  of  this  prospectus,  no shares of preferred stock have been
issued.

(18)     APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" LIMIT THE
LIQUIDITY OF OUR COMMON STOCK, WHICH COULD MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS TO SELL THEIR SHARES.

As the shares of our common stock are penny stock, many brokers are unwilling to
effect transactions in that common stock which can make it difficult for our
shareholders to sell their shares of our common stock if a market develops for
that common stock.  Our common stock is defined as a penny stock pursuant to
Rule 3a51-1 pursuant to the Securities Exchange Act of 1934. Penny stock is
subject to Rules 15g-1 through 15g-10 of the Securities Exchange Act of 1934.
Those rules require broker-dealers, before effecting transactions in any penny
stock, to:

     Deliver to the customer, and obtain a written receipt for, a disclosure
document;
     Disclose certain price information about the penny stock;
     Disclose the amount of compensation received by the broker-dealer or any
associated person of the broker-dealer;
     Send monthly statements to customers with market and price information
about the penny stock; and
     In some circumstances, approve the purchasers account pursuant to certain
standards and deliver written statements to the customer with information
specified in those rules.

Rather than comply with those rules, many broker-dealers refuse to enter into
penny stock transactions which may make it more difficult for investors to sell
their shares of our common stock and thereby liquidate their investments.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE
RELATED NOTES. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS BASED UPON
CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS OUR PLANS,
OBJECTIVES, EXPECTATIONS AND INTENTIONS. OUR ACTUAL RESULTS AND THE TIMING OF
CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET
FORTH UNDER "RISK FACTORS," "DESCRIPTION OF BUSINESS" AND ELSEWHERE IN THIS
CURRENT REPORT.  SEE "RISK FACTORS" AND "DESCRIPTION OF BUSINESS".
OVERVIEW

We  are  an exploration stage oil and gas company.  We plan to acquire undivided
working interests in small exploration properties and non-operating interests in
both producing and exploration projects throughout the United States and Canada.

Our  ability  to  achieve  and  maintain profitability and positive cash flow is
dependent  upon our ability to locate profitable oil and gas interests, generate
revenue from our planned business operations, and control exploration costs.  We
do  not  anticipate earning revenue until we have an interest in a producing oil
or  gas  well.  We  therefore  intend  to  focus  our  efforts  upon  acquiring
non-operating  interests  with  a  view  to developing revenue and a significant
reserve  base  (see  "Use  of  Proceeds").

Oil  and  gas  exploration  is  extremely  speculative.  We  may  never discover
commercially  producible  quantities  of  oil or gas from any of our exploration
properties.  Furthermore,  there  can  be  no  assurance that we will be able to
acquire  working  interests  in exploration properties on acceptable terms or at
all.

FINANCIAL  CONDITION,  LIQUIDITY  AND  CAPITAL  RESOURCES.

FOR THE YEAR ENDED AUGUST 31, 2009 COMPARED TO THE YEAR ENDED AUGUST 31, 2008

NET LOSS FOR THE PERIOD

We  recorded a net loss of $114,921 for the year ended August 31, 2009, compared
with a net loss of $27,458 for the year ended August 31, 2008.  The increase was
primarily  the  result  of  expenses  associated  with  our  pursuit of business
opportunities  in  the  renewable  energy  sector  in  fiscal  2009.

LIQUIDITY AND CAPITAL RESOURCES

As  of  August  31, 2009, we had total assets of $177,741, comprised entirely of
cash.  This  was a decrease from $291,562 in total assets as of August 31, 2008.
This  decrease  primarily  resulted from business development activities arising
from  pursuing renewable energy opportunities.  The remainder of the decrease in
our  assets  is  due  to  professional  fees  and  office  expenses.

As  of August 31, 2009, our total liabilities increased to $2,791 from $1,691 as
of  August 31, 2008. This increase resulted from outstanding invoices payable to
trade  creditors.

We  do  not  presently have sufficient capital to sustain minimal operations for
the  next  12 months, but our President has undertaken to provide such financing
as may be required in that regard.  Our management believes that we will require
financing  of  $1,000,000 in order to complete our stated plan of operations for
the next twelve months.  There can be no assurance, however, that such financing
will be available or, if it is available, that we will be able to structure such
financing  on  terms  acceptable to us or that it will be sufficient to fund our
cash  requirements  until  we  can  reach  a  level of profitable operations and
positive  cash  flows.  If  we  are  unable to obtain the financing necessary to
support  our  operations,  we  may  be unable to continue as a going concern. We
currently  have  no  firm  commitments  for  any  additional  capital.

If  we  are  unable  to  generate  sufficient  revenue  in time to implement our
business plan on schedule, we will require additional financing in order to meet
our  objectives.  There  is  no  assurance  that  we will be able to obtain such
financing on acceptable terms, or at all.  Financing may include the issuance of
equity  or  debt  securities,  obtaining  credit  facilities, or other financing
mechanisms.  However,  the trading price of our common stock and the downturn in
the U.S. stock and debt markets could make it more difficult to obtain financing
through  the issuance of equity or debt securities. Even if we are able to raise
the  funds  required,  it  is  possible that we could incur unexpected costs and
expenses,  fail  to  collect  significant  amounts  owed  to  us,  or experience
unexpected  cash requirements that would force us to seek alternative financing.
Further,  if  we  issue  additional  equity or debt securities, stockholders may
experience  additional  dilution  or  the new equity securities may have rights,
preferences  or  privileges  senior  to  those of existing holders of our common
stock.  If  additional  financing  is  not  available  or  is  not  available on
acceptable  terms,  we  may  curtail  operations.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain information regarding the beneficial
ownership  of our common stock as of August 31, 2009 by (i) each person known by
us  to  be  a  beneficial owner of more than five percent (5%) of our issued and
outstanding common stock; (ii) each of our Directors and executive officers; and
(iii)  all  our  directors  and  executive  officers  as  a  group.

-------------------------------------------------------------------------
NAME AND ADDRESS                                   NUMBER OF SHARES     %
-------------------------------------------------------------------------

Thomas Mills                                       10,000,000          74
1440-3044 Bloor Street West
Toronto, ON  M8X 2Y8
-------------------------------------------------------------------------

Directors and officers as a group (one person)     10,000,000          74
=========================================================================

Unless otherwise noted, we believe that all persons named in the table have sole
voting  and  investment  power  with  respect  to  all  shares  of  common stock
beneficially  owned  by  them. For purposes hereof, a person is considered to be
the beneficial owner of securities that can be acquired by such person within 60
days  from  the  date  hereof,  upon  the exercise of warrants or options or the
conversion  of  convertible  securities.  Each  beneficial  owner's  percentage
ownership  is  determined  by  assuming  that  any  such  warrants,  options  or
convertible  securities  that are held by such person (but not those held by any
other  person)  and  which can be exercised within 60 days from the date hereof,
have  been  exercised.

                        DIRECTORS AND EXECUTIVE OFFICERS

The  following  sets  forth  our  directors,  executive  officers, promoters and
control  persons,  their ages, and all offices and positions held. Directors are
elected  for  a  period  of one year and thereafter serve until the shareholders
duly  elect  their  successor. Officers and other employees serve at the will of
the  Board  of  Directors.

--------------------------------------------------------------------------------
                                                             TERM PERIOD SERVED
NAME             POSITION                       AGE          AS DIRECTOR/OFFICER
--------------------------------------------------------------------------------

Thomas Mills     CEO, President,                41           2005 to present
                 CFO, Secretary
                 and a director
--------------------------------------------------------------------------------

Thomas  E.  Mills  serves  as  our  President, Secretary, Treasurer and our sole
director.  From  2001  until 2004, Mr. Mills was the President of Torrent Energy
Corp. (formerly, Scarab Systems, Inc.), an oil and gas exploration company.  Mr.
Mills  was  a  director and executive officer of Kingston Mines, Ltd., a mineral
exploration  company,  from  2005  to  2008.  Since 2003, Mr. Mills has been the
President,  CEO  and  a  director  of  AMP  Productions  Ltd.,  a motion picture
production  company.  In  2009,  Mr. Mills became the sole executive officer and
director  of  Novagen Solar Inc., a company involved in the sale of photovoltaic
products.  Mr.  Mills  maintains  a part-time legal practice to which he devotes
not more than 25 hours per week.  Mr. Mills received his Bachelor of Laws degree
from  the  University  of British Columbia in 1996, and holds a Bachelor of Arts
degree  obtained from the University of Waterloo, Waterloo, Ontario in 1992.  He
was  called  to  the  Bar  of  British  Columbia  in  1997.

All  directors  serve for terms of one year each, and are subject to re-election
at  our  regular  Annual  Meeting  of  Shareholders, unless they earlier resign.

There  are  no  material  proceedings to which any of our directors, officers or
affiliates, any owner of record or beneficially of more than five percent of any
class  of our voting securities, or any associate of any such director, officer,
affiliate,  or  security  holder  is  a  party  adverse  to  us  or  any  of our
subsidiaries  or  has  a  material  interest  adverse  to  us  or  any  of  our
subsidiaries.

We  have  attempted and will continue to attempt to insure that any transactions
between  us  and  our  officers,  directors,  principal  shareholders,  or other
affiliates  have been and will be on terms no less favorable to us than could be
obtained  from  unaffiliated  third  parties  on  an  arm's-length  basis.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years none of our directors, executive officers, promoters
or control persons has:

(1)     had any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;

(2)     been convicted in a criminal proceeding or subject to a pending criminal
proceeding;

(3)     been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or

(4)     been found by a court of competent jurisdiction in a civil action, the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.

COMMITTEES OF THE BOARD

All proceedings of the board of directors for the fiscal year ended December 31,
2008 were conducted by resolutions consented to in writing by our board of
directors and filed with the minutes of the proceedings of our board of
directors.  Our company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our company
have a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
the board of directors.

Our company does not have any defined policy or procedure requirements for
shareholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or shareholders, and make recommendations for election
or appointment.

A shareholder who wishes to communicate with our board of directors may do so by
directing a written request addressed to our President, Thomas Mills, at the
address appearing on the first page of this current report.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have a standing audit committee.  Our directors perform the functions
usually designated to an audit committee.  Our board of directors has determined
that we do not have a board member that qualifies as an "audit committee
financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have
a board member that qualifies as "independent" as the term is used in Item
7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as
amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

We believe that our board of directors is capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for
financial reporting. Our board of directors does not believe that it is
necessary to have an audit committee because management believes that the
functions of an audit committee can be adequately performed by the board of
directors. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.

As we generate revenue in the future, we intend to form a standing audit
committee and identify and appoint a financial expert to serve on our audit
committee.

                             EXECUTIVE COMPENSATION

To date we have no employees other than our officers.  No compensation has been
awarded, earned or paid to our officers.  We have no employment agreements with
any of our officers.  There is no arrangement pursuant to which any of our
directors has been or is compensated for services provided as one of our
directors.  There are no stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers or directors.  We do not have any
long-term incentive plans that provide compensation intended to serve as
incentive for performance.

While we do not presently have any employment agreements with our officers and
directors, we plan to enter into agreements with each of our key employees,
including executive officers.  Such agreements may include pension, health,
annuity, insurance or similar benefit plans; and stock options, profit sharing
plans and other incentive-based compensation.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
                              STOCKHOLDER MATTERS

NO ESTABLISHED PUBLIC MARKET FOR COMMON STOCK

Our common stock is quoted on the OTC Bulletin Board under the symbol "TEGC".
Trading of our stock is sporadic and does not constitute an established public
market for our shares.  As of November 25, 2009, the closing price of our common
stock on the OTC Bulletin Board was $0.08 per share.  The registrar and transfer
agent for our shares of common stock is Transfer Online, Inc., 317 SW Alder
Street, 2nd Floor, Portland, OR  97204 (Telephone: 503.227.2950;  Facsimile:
503.227.6874).

For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. The following quotations obtained from Yahoo!
Finance reflect the high and low bids for our shares of common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

------------------------------------------------
QUARTER  ENDED                   HIGH      LOW
------------------------------------------------
August  31,  2009                $0.20     $0.02
May  31,  2009                   $0.10     $0.02
February  28,  2009              $0.05     $0.02
November  30,  2008              $0.26     $0.05
August  31,  2008                $0.37     $0.26
May  31,  2008                   $0.27     $0.26
February  28,  2008              $0.50     $0.20
November  30,  2007              $0.40     $0.20
------------------------------------------------

HOLDERS

On November 25, 2009, the shareholders' list of our shares of common stock
showed 32 registered holders of our shares of common stock and 13,603,950 shares
of common stock outstanding.  The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of
shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock.  We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SHARE PURCHASE WARRANTS

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

PENNY STOCK REGULATION

Our shares must comply with the Penny Stock Reform Act of 1990, which may
potentially decrease our shareholders' ability to easily transfer their shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. 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 also must 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 must comply with the penny
stock rules.  Since our shares must comply with such penny stock rules, our
shareholders will in all likelihood find it more difficult to sell their
securities.

                     DESCRIPTION OF REGISTRANT'S SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $0.0001 per share and 5,000,000 shares of preferred stock at a par
value of $0.0001 per share.

COMMON STOCK

On November 30, 2009, the shareholders' list of our shares of common stock
showed 32 registered holders of our shares of common stock and 13,603,950 shares
of common stock outstanding. The number of record holders was determined from
the records of our transfer agent and does not include beneficial owners of
shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.

Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote.  Holders of common stock do not have
cumulative voting rights.  Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors.  At all meetings of shareholders, except where otherwise provided by
statute or by the Articles of Incorporation, or by these Bylaws, the presence,
in person or by proxy duly authorized, of the holder or holders of not less than
twenty% (20%) of the outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business.  A vote by the holders of a
majority of our outstanding shares is required to effect certain fundamental
corporate changes such as liquidation, merger or an amendment to our articles of
incorporation.

Holders of our common stock are entitled to share in all dividends that the
board of directors, in its discretion, declares from legally available funds.
In the event of liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

PREFERRED STOCK

We have authorized 5,000,000 shares of preferred stock at a par value of $0.0001
per share.  We have no shares of preferred stock outstanding as of the date of
this registration statement.

NEVADA ANTI-REORGANIZATION LAWS

We will become subject to Sections 78.411 and 78.444 of the Nevada General
Corporation Law (the "NGCL") if we ever have 200 or more stockholders of record.
Such statutes would prevent us from engaging in any "business combination" (as
such term is defined in Section 78.416 of the NGCL, described in "Description of
Capital Stock" herein) with any interested stockholder for a period of three
years following the date that the stockholder became an interested stockholder
unless:

(1)     prior to that date, our board of directors approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder;
(2)     upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding those shares owned by persons who are directors
and also officers, and by employee stock plans in which shares held subject to
the plan will be tendered in a tender or exchange offer; or

(3)     on or subject to that date, the business combination is approved by our
board of directors and is authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
two-thirds of the outstanding voting stock not owned by the interested
stockholder.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada law provides for discretionary indemnification for each person who serves
as one of our directors or officers.  We may indemnify such individuals against
all costs, expenses and liabilities incurred in a threatened, pending or
completed action, suit or proceeding brought because such individual is one of
our officers or directors.  Such individual must have conducted himself in good
faith and reasonably believed that his conduct was in, or not opposed to, our
best interests.  In a criminal action, he must not have had a reasonable cause
to believe his conduct was unlawful.

Article  Twelfth  of  our  Articles  of Incorporation states that no director or
officer  of the Corporation shall be personally liable to the Corporation or any
of  its  stockholders  for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer; provided,
however, that the foregoing provision shall not eliminate or limit the liability
of  a  director  or  officer (i) for acts or omissions which involve intentional
misconduct,  fraud  or  a  knowing  violation  of  law,  or  (ii) the payment of
dividends  in  violation  of  Section 78.300 of the Nevada Revised Statutes. Any
repeal  or  modification  of this Article by the stockholders of the Corporation
shall  be prospective only, and shall not adversely affect any limitation on the
personal  liability  of  a  director  or  officer of the Corporation for acts or
omissions  prior  to  such  repeal  or  modification.

Under  Article  IX,  our  bylaws  provide  the  following  indemnification:

01.     INDEMNIFICATION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to  be  made  a  party  to  any proceeding, whether civil, criminal,
administrative  or investigative (other than an action by or in the right of the
Corporation)  by  reason  of  the  fact  that  such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including attorneys' fees), judgment, fines and
amounts  paid  in  settlement actually and reasonably incurred by such person in
connection  with  such  action,  suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests of the Corporation, and with respect to any criminal action
or  proceeding,  had  no  reasonable  cause to believe such person's conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order,
settlement,  conviction,  or  upon  a plea of nolo contendere or its equivalent,
shall  not,  of itself, create a presumption that the person did not act in good
faith  and  in  a  manner  which such person reasonably believed to be in or not
opposed  to  the  best  interests  of  the  Corporation, and with respect to any
criminal  action  proceeding, had reasonable cause to believe that such person's
conduct  was  unlawful.

02.     DERIVATIVE ACTION

The  Corporation  shall  indemnify  any  person  who  was  or  is  a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit  by  or  in  the  right  of  the  Corporation  to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a Director,
Trustee,  Officer, employee or agent of the Corporation, or is or was serving at
the  request  of  the  Corporation  as a Director, Trustee, Officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against  expenses  (including  attorney's  fees) and amount paid in
settlement  actually  and  reasonably incurred by such person in connection with
the  defense  or  settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the  best  interests  of  the  Corporation, and, with respect to amounts paid in
settlement,  the  settlement  of the suit or action was in the best interests of
the  Corporation;  provided,  however,  that no indemnification shall be made in
respect  of  any  claim, issue or matter as to which such person shall have been
adjudged  to  be  liable  for  gross  negligence  or  willful  misconduct in the
performance  of  such  person's  duty  to the Corporation unless and only to the
extent  that,  the
court  in which such action or suit was brought shall determine upon application
that,  despite  circumstances  of the case, such person is fairly and reasonably
entitled  to  indemnity  for  such expenses as such court shall deem proper. The
termination  of  any  action  or  suit  by  judgment or settlement shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of  the  Corporation.

03.     SUCCESSFUL DEFENSE

To  the  extent  that  a  Director,  Trustee,  Officer, employee or Agent of the
Corporation  has been successful on the merits or otherwise, in whole or in part
in  defense  of any action, suit or proceeding referred to in Paragraphs .01 and
..02  above,  or  in  defense  of any claim, issue or matter therein, such person
shall  be  indemnified against expenses (including attorneys' fees) actually and
reasonably  incurred  by  such  person  in  connection  therewith.

04.  AUTHORIZATION

Any  indemnification  under  Paragraphs  .01  and .02 above (unless ordered by a
court)  shall be made by the Corporation only as authorized in the specific case
upon  a  determination  that  indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met the
applicable  standard  of conduct set forth in Paragraphs .01 and .02 above. Such
determination  shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of Directors who were not parties to such
action,  suit  or  proceeding,  or  (b) is such a quorum is not obtainable, by a
majority  vote  of  the  Directors  who were not parties to such action, suit or
proceeding,  or (c) by independent legal counsel (selected by one or more of the
Directors,  whether  or  not  a  quorum  and  whether or not disinterested) in a
written  opinion, or (d) by the Shareholders. Anyone making such a determination
under  this  Paragraph  .04  may  determine  that a person has met the standards
therein set forth as to some claims, issues or matters but not as to others, and
may  reasonably  prorate  amounts  to  be  paid  as  indemnification.

05.  ADVANCES

Expenses  incurred  in  defending  civil  or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance of
the  final  disposition  of such action, suit or proceeding as authorized in the
manner  provided  in Paragraph .04 above upon receipt of an undertaking by or on
behalf of the Director, Trustee, Officer, employee or agent to repay such amount
unless  it shall ultimately be by the Corporation is authorized in this Section.

06.  NONEXCLUSIVITY

The  indemnification  provided  in this Section shall not be deemed exclusive of
any  other  rights  to  which  those  indemnified may be entitled under any law,
bylaw,  agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity  while  holding  such office, and shall continue as to a person who has
ceased  to be a Director, Trustee, Officer, employee or agent and shall inure to
the  benefit  of  the  heirs,  executors,  and  administrators of such a person.

07.  INSURANCE

The  Corporation  shall  have  the  power  to purchase and maintain insurance on
behalf  of  any  person  who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as  a  Director,  Trustee,  Officer,  employee  or agent of another corporation,
partnership,  joint  venture,  trust  or other enterprise, against any liability
assessed  against  such  person  in  any  such  capacity  or arising out of such
person's  status as such, whether or not the corporation would have the power to
indemnify  such  person  against  such  liability.
08.  "CORPORATION"  DEFINED

For  purposes of this Section, references to the "Corporation" shall include, in
addition  to  the  Corporation,  an  constituent  corporation  (including  any
constituent  of  a  constituent) absorbed in a consolidation or merger which, if
its  separate existence had continued, would have had the power and authority to
indemnify  its  Directors,  Trustees, Officers, employees or agents, so that any
person  who  is  or  was a Director, Trustee, Officer, employee or agent of such
constituent  corporation  or  of  any  entity a majority of the voting Shares of
which  is  owned  by  such  constituent  corporation or is or was serving at the
request  of  such  constituent  corporation  as  a  Director,  Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or other
enterprise,  shall  stand  in  the  same  position  under the provisions of this
Section  with  respect  to the resulting or surviving Corporation as such person
would  have  with  respect  to  such  constituent  corporation  if  its separate
existence  had  continued.

09.  FURTHER  BYLAWS

The  Board of Directors may from time to time adopt further Bylaws with specific
respect to indemnification and may amend these and such Bylaws to provide at all
times  the  fullest  indemnification permitted by the General Corporation Law of
the  State  of  Nevada.

ITEM  5.06  CHANGE  IN  SHELL  COMPANY  STATUS

As  a  result  of  the consummation of the Acquisition described in Item 2.01 of
this  Current  Report on Form 8-K, management of the Company believes that it is
no  longer  a  "shell  corporation,"  as that term is defined in Rule 405 of the
Securities  Act  and  Rule  12b-2  of  the  Exchange  Act.

ITEM  7.01  REGULATION  FD  DISCLOSURE

On  November 26, 2009, the Company issued a press release announcing that it had
acquired  rights  to  the Project. The press release is attached to this Current
Report  on  Form  8-K  as  Exhibit  99.2  and  is incorporated herein solely for
purposes  of  this  Item  7.01.

The  information  set  forth  in  this  Item  7.01,  including  Exhibit 99.2, is
furnished  pursuant to Item 7.01 and shall not be deemed "filed" for purposes of
Section  18  of  the  Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  or  otherwise  subject  to the liabilities under that section, nor shall
such  information  be  deemed  incorporated by reference in any filing under the
Securities  Act,  or the Exchange Act, except as shall be expressly set forth by
specific  reference  in  such  a  filing.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.     DOCUMENT

3.1     Articles of Incorporation, Thrust Energy Corp., incorporated by
        reference from the Form 10KSB filed November 6, 2006
3.2     Amended and Restated Bylaws, Thrust Energy Corp., incorporated by
        reference from the Form 10KSB filed November 6, 2006
4.1     Form  of  Stock  certificate,  Thrust  Energy  Corp.,  incorporated  by
        reference  from  the  Form  10KSB  filed  November  6,  2006
14.1    Code  of  Ethics  for  Senior  Financial Officers, Thrust Energy Corp.,
        incorporated by reference from the Form 10KSB filed November 6, 2006
99.1    Audited Annual Financial Statements of Thrust Energy Corp.,
        incorporated by reference from the Company's Annual Report on
        Form 10-K filed with the SEC on November 30, 2009
99.2    Press Release, dated November 26, 2009
SIGNATURES

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

THRUST ENERGY CORP.

/s/ Thomas Mills
Thomas Mills, President & CEO
Date: November 25, 2009