- Amended Statement of Ownership (SC 13G/A)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d - 102)

Under the Securities Exchange Act of 1934

Amendment No.1

TRUE NORTH ENERGY CORPORATION

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(Name of Issuer)

Common Stock, par value $0.001 per share

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(Title of Class of Securities)

89784T101

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(CUSIP Number)

December 31, 2008

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: PSource Structured Debt Limited S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77%% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Valens Capital Management LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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CUSIP No. 89784T101 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED --------------------------------------------------------------- BY EACH 6 SHARED VOTING POWER: REPORTING PERSON 5,914,478 shares of Common Stock.* --------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock.* --------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 5,914,478 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,914,478 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- * Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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Item 1(a). Name of Issuer: True North Energy Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:
2 Allen Center, 1200 Smith Street, 16th Floor, Houston, Texas 77002

Item 2(a). Name of Person Filing: Valens Capital Management, LLC

This Schedule 13G is also filed on behalf of PSource Structured Debt Limited, a closed-ended company incorporated with limited liability in Guernsey, Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Eugene Grin and David Grin. Laurus Capital Management, LLC manages PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by PSource Structured Debt Limited, Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. reported in this Schedule 13G. Information related to each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Eugene Grin and David Grin is set forth on Appendix A hereto.

Item 2(b). Address of Principal Business Office or if none, Residence:

335 Madison Avenue, 10th Floor,
New York, NY 10017

Item 2(c). Citizenship: Delaware

Item 2(d). Title of Class of Securities: Common Stock

Item 2(e). CUSIP Number: 89784T101

Item 3. Not Applicable

Item 4. Ownership:

(a) Amount Beneficially Owned: 5,914,478 shares of Common Stock*

(b) Percent of Class: 7.77%*

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: 0 shares of Common Stock*

(ii) shared power to vote or to direct the vote: 5,914,478 shares of Common Stock*

(iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock*

(iv) shared power to dispose or to direct the disposition of:

5,914,478 shares of Common Stock*

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Item 5. Ownership of Five Percent or Less of a Class: Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable

Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable

Item 8. Identification and Classification of Members of the Group: Not
applicable

Item 9. Notice of Dissolution of Group: Not applicable

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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* Based on 74,183,466 shares of common stock, par value $0.001 per share (the "Shares"), of True North Energy Corporation, a Nevada corporation (the "Company"), outstanding as of December 12, 2008, as represented by the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2008. As of December 31, 2008, PSource Structured Debt Limited ("Psource"), Valens U.S. SPV I, LLC ("Valens U.S."), and Valens Offshore SPV II, Corp. ("VOFF SPV II", and together with PSource and Valens U.S., the "Investors"), collectively held (i) 3,961,352 Shares, (ii) a common stock purchase warrant (the "First September Warrant") to acquire 976,773 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments, and (iii) a common stock purchase warrant (the "Second September Warrant", and together with the First September Warrant, the "Warrants") to acquire 976,353 Shares, at an exercise price of $0.48 per Share, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation under the Warrants may be waived by the Investors upon 61 days prior notice to the Company and shall automatically become null and void following notice to the Company of the occurrence and/or continuance of an event of default (as defined in and pursuant to the terms of the applicable instrument). PSource is managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and VOFF SPV II are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC, and share sole voting and investment power over the securities owned by the Investors reported in this Schedule 13G.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 10, 2009
Date

VALENS CAPITAL MANAGEMENT, LLC

/s/ David Grin ---------------------------------- David Grin Authorized Signatory

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APPENDIX A

A. Name: Laurus Capital Management, LLC, a Delaware limited liability company

Business Address: 335 Madison Avenue, 10th Floor

New York, New York 10017 Place of Organization: Delaware B. Name: PSource Structured Debt Limited, a closed-ended company incorporated with limited liability in Guernsey Business Address: c/o Valens Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Guernsey C. Name: Valens U.S. SPV I, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware D. Name: Valens Offshore SPV II, Corp., a Delaware Corporation Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware E. Name: Valens Capital Management, LLC, a Delaware limited liability company Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Place of Organization: Delaware

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D. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States E. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel

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Each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Valens Offshore SPV II, Corp., Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively.

PSource Structured Debt Limited

By: Laurus Capital Management, LLC
individually and as investment manager

/s/ David Grin ---------------------------------- David Grin Authorized Signatory February 10, 2009

Valens U.S. SPV I, LLC

Valens Offshore SPV II, Corp.

By: Valens Capital Management, LLC
As investment manager

/s/ David Grin ---------------------------------- David Grin Authorized Signatory February 10, 2009 /s/ David Grin ---------------------------------- David Grin, on his individual behalf February 10, 2009 /s/ Eugene Grin ---------------------------------- Eugene Grin, on his individual behalf February 10, 2009