EUGENIC CORP (Form: 20FR12G/A, Received: 06/09/2009 16:21:35)

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth the names of all of our directors and executive officers as of the date of this Registration Statement, with each position and office held by them in our Company, and the period of their service as a director or as an officer.

Name	Age		Position with the Company	Date First Elected as Director
Sandra J. Hall		44	President, Chief Executive Officer, Secretary and Director	May 10, 2000
Milton Klyman		83	Director	November 15, 1996
William Jarvis		58	Director	July 21, 2005

All of our directors serve until our next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles or Bylaws. Subject to the terms of their employment agreements, if any, executive officers are appointed by the Board of Directors to serve until the earlier of their resignation or removal, with or without cause by the directors. Sandra Hall, our sole executive officer, devotes approximately 40% of her work time to her duties as an officer and director.

There are no family relationships between any of our directors or executive officers. There are no arrangements or understandings between any two or more directors or executive officers.

Ms. Sandra J. Hall has been an officer and director of ours since May 10, 2000. From March 13, 2000 to present Ms. Hall has been the President, Secretary, Treasurer and a Director of 1406768 Ontario Inc. From February 27, 2009 to present, Ms. Hall has been the President, Secretary and a director of 1354166 Alberta Ltd. Ms. Hall was President of EnerNorth Industries Inc. (“EnerNorth”), a company engaged in oil and gas exploration, development and production, from July 1, 2002 to March 21, 2007 and had been a Director of EnerNorth from December 1997 to March 21, 2007 and Secretary from July 1998 to March 21, 2007. On March 20, 2007 EnerNorth filed an Assignment in Bankruptcy under the Bankruptcy and Insolvency Act (Canada). Ms. Hall is the President, sole director and shareholder of 1407271 Ontario Inc.

Mr. Milton Klyman has been a director of ours since November 15, 1996. Mr. Klyman was also our Treasurer from December 31, 2003 to December 28, 2007. From February 27, 2009 to present, Mr. Klyman has been a director of 1354166 Alberta Ltd. Mr. Klyman is a self-employed financial consultant and has been a Chartered Accountant since 1952. Mr. Klyman is a Life Member of the Canadian Institute of Chartered Accountants. Mr. Klyman serves as a director on the boards of Western Troy Capital Resources Inc., and Bonanza Blue Corp. Mr. Klyman had been a Director of EnerNorth Industries Inc. from December 1997 to September 2000. Mr. Klyman was re-appointed a director of the EnerNorth Industries Inc. in April 2001 until March 21, 2007. On March 20, 2007 EnerNorth filed an Assignment in Bankruptcy under the Bankruptcy and Insolvency Act (Canada).

Mr. William Jarvis has been a director of ours since July 21, 2005. Mr. Jarvis has been an independent consulting geologist since 1994. Mr. Jarvis serves as a director on the board of Randsburg International Gold Corporation and acts as their exploration project manager.

B. COMPENSATION

Executive Compensation

The following table presents a summary of all annual and long-term compensation paid by us including our subsidiaries, for services rendered to us by our executive officers and directors in any capacity for the three fiscal years ended August 31, 2008.

The aggregate amount of compensation (including salaries, bonuses and other compensation and the net amount realized on the exercise of stock options) paid and accrued by us during the three fiscal years ended August 31, 2008 to all directors, senior management and administrative or supervisory personnel of ours as a group was CDN $36,000.

Summary Compensation Table (CDN$)
Name and Principal Position	Year		Annual Compensation						Long Term Compensation						All Other Compensation
			Salary		Bonus		Other Annual Compensation		Awards				Payouts
									Securities Under Options Granted (1)		Shares or Units Subject to Resale Restrictions		LTIP Payouts
			($) (2)		($)		($)			(# )		(# )		(# )	($)
Sandra J. Hall, Chief Executive Officer, Secretary & Director		2008 2007 2006	$ $ $	12,000 12,000 12,000		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0
Milton Klyman, Director		2008 2007 2006		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0
William Jarvis, Director		2008 2007 2006		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0		0 0 0

(1) No options have been issued to date.

(2) Accrued on account of management fees charged at a rate of $1,000 per month.

Compensation of Directors

Each director of ours is entitled to receive the sum of $100 for each meeting of the directors or shareholders attended. During the fiscal year ended August 31, 2008 no amount was paid by us with respect to such fees.

Long-Term Incentive Plan Awards (“LTIP”)

We do not have any Long-term Incentive Plans and, as disclosed above, no remuneration payments were made directly by us to the named executive officers and directors during the fiscal year ended August 31, 2008.

An LTIP means "any Plan providing compensation intended to serve as an incentive for performance to occur over a period longer than one fiscal year, whether performance is measured by reference to financial performance of a company or an affiliate or the price of the company's shares but does not include option or stock appreciation rights, plans or plans for compensation through restricted shares or units".

Defined Benefit or Actuarial Plan Disclosure

We do not have a defined benefit or actuarial plan.

Termination of Employment, Change in Responsibilities, Employment Contracts

We have no employment contracts with any of our executive officers or directors.

We have no compensatory plan, contract or arrangement where a named executive officer or director is entitled to receive compensation in the event of resignation, retirement, termination, change of control or a change in responsibilities following a change in control.

Option/Stock Appreciation Rights (“SAR”) Grants During the Most Recently Completed Financial Year

As of our fiscal year end August 31, 2008 we had no option/stock appreciation rights or grants outstanding.

Our Stock Option Plan (the "Plan") was adopted by our board of directors on April 5, 2000 and approved by a majority of our shareholders voting at the Annual and Special Meeting held on May 10, 2000. The Plan was adopted in order that we may be able to provide incentives for directors, officers, employees, consultants and other persons (an “Eligible Individual”) to participate in our growth and development by providing us with the opportunity through share options to acquire an ownership interest in us. Directors and officers currently are not remunerated for their services except as stated in “Executive Compensation” above.

The maximum number of common shares which may be set aside for issue under the Plan is 1,275,000 common shares, provided that the board has the right, from time to time, to increase such number subject to the approval of our shareholders and any relevant stock exchange or other regulatory authority. The maximum number of common shares which may be reserved for issuance to any one person under the plan is 5% of the common shares outstanding at the time of the grant less the number of shares reserved for issuance to such person under any options for services or any other stock option plans. Any common shares subject to an option, which are not exercised, will be available for subsequent grant under the Plan. The option price of any common shares cannot be less than the closing sale price of such shares quoted on any trading system or on such stock exchange in Canada on which the common shares are listed and posted for trading as may be selected for such purpose by the board of directors, on the day immediately preceding the day upon which the grant of the option is approved by the board of directors.

Options granted under the Plan may be exercised during a period no exceeding five years, subject to earlier termination upon the optionee ceasing to be an Eligible Individual, or, in accordance with the terms of the grant of the option. The options are non-transferable and non-assignable except between an Eligible Individual and a related corporation controlled by such Eligible Individual upon the consent of the board of directors. The Plan contains provisions for adjustment in the number of shares issuable there under in the event of subdivision, consolidation, reclassification, reorganization or change in the number of common shares, a merger or other relevant change in the Company’s capitalization. The board of directors may from time to time amend or revise the terms of the Plan or may terminate the Plan at any time.

As at the date hereof, no options were outstanding or exercised pursuant to the Plan.

Aggregate Option/SAR Exercises During the Most Recently Completed Financial Year and Financial Year-End Option/SAR Values

Not applicable.

C. BOARD PRACTICES

The current terms of each of our directors began on August 10, 2000 except for Mr. Jarvis who was appointed on July 21, 2005. Our directors serve until our next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with our Articles or Bylaws. Our sole executive officer was appointed by our Board of Directors to serve until the earlier of her resignation or removal, with or without cause by the directors. There was no compensation paid by us to our directors during the fiscal year ended August 31, 2008 for their services in their capacity as directors or any compensation paid to committee members.

Corporate Governance

The Canadian Securities Administrators in National Instrument 58-101 (“NI 58-101”) have adopted guidelines for effective corporate governance which address the constitution and independence of boards, the functions to be performed by boards and their committees and the recruitment, effectiveness and education of board members. A description of our corporate governance practices is set out below, including a discussion of the principal matters relating to corporate governance practices discussed in NI 58-101.

Board of Directors

The mandate of our board of directors, prescribed by the Business Corporations Act (Ontario), is to manage or supervise the management of our business and affairs and to act with a view to our best interests. In doing so, the board oversees the management of our affairs directly and through its committees.

As of August 31, 2008 and the date of this Registration Statement, our board of directors consists of three directors, two of which are "independent directors" in that they are "independent from management and free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the directors ability to act with a view to our best interests, other than interests and relationships arising from shareholding". The independent directors are Milton Klyman and William Jarvis. It is our practice to attempt to maintain a diversity of professional and personal experience among our directors.

The board of directors has met at least once annually or otherwise as circumstances warrant to review our business operations, corporate governance and financial results. The table below reflects the attendance of each director of ours at each Board and committee meeting of the Board during the fiscal year ended August 31, 2008.

Name	Board of Directors Meetings	Audit Committee Meetings	Compensation Committee Meetings	Petroleum and Natural Gas Committee Meetings	Disclosure Committee Meetings
Milton Klyman	2	2	Nil	Nil	Nil
William Jarvis	1	1	Nil	Nil	Nil
Sandra Hall	2	Nil	Nil	Nil	Nil

Directorships

The following directors of ours are directors of other Canadian or United States reporting issuers as follows:

Sandra J. Hall	Eugenic Corp.

Milton Klyman	Bonanza Blue Corp.; Eugenic Corp.; and Western Troy Capital Resources Inc.

William Jarvis	Randsburg International Gold Corporation

Orientation and Continuing Education

We have developed an orientation program for new directors including a director’s manual (“Director’s Manual”) which contains information regarding the roles and responsibilities of the board, each board committee, the board chair, the chair of each board committee and our president. The Director’s Manual contains information regarding its organizational structure, governance policies including the Board Mandate and each Board committee charter, and our code of business conduct and ethics. The Director’s Manual is updated as our business, governance documents and policies change. We update and inform the board regarding corporate developments and changes in legal, regulatory and industry requirements affecting us.

Assessments

The board assesses, on an annual basis, the contributions of the board as a whole, the Audit Committee and each of the individual directors, in order to determine whether each are functioning effectively. The board monitors the adequacy of information given to directors, communication between the board and management and the strategic direction and processes of the board and committees. The Audit Committee will annually review the Audit Committee Charter and recommend, if any, revisions to the board as necessary.

Ethical Business Conduct

We have adopted a written code of business conduct and ethics (the “Code”) for our directors, officers and employees. The board encourages following the Code by making it widely available. It is distributed to directors in the Director’s Manual and to officers, employees and consultants at the commencement of their employment or consultancy. The Code reminds those engaged in service to us that they are required to report perceived or actual violations of the law, violations of our policies, dangers to health, safety and the environment, risks to our property, and accounting or auditing irregularities to the chair of the Audit Committee who is an independent director of ours. In addition, to requiring directors, officers and employees to abide by the Code, we encourage consultants, service providers and all parties who engage in business with us to contact the chair of the Audit Committee regarding any perceived and all actual breaches by our directors, officers and employees of the Code. The chair of our Audit Committee is responsible for investigating complaints, presenting complaints to the applicable board committee or the board as a whole, and developing a plan for promptly and fairly resolving complaints. Upon conclusion of the investigation and resolution of a complaint, the chair of our Audit Committee will advise the complainant of the corrective action measures that have been taken or advise the complainant that the complaint has not been substantiated. The Code prohibits retaliation by us, our directors and management, against complainants who raise concerns in good faith and requires us to maintain the confidentiality of complainants to the greatest extent practical. Complainants may also submit their concerns anonymously in writing. In addition to the Code, we have an Audit Committee Charter and a Policy of Procedures for Disclosure Concerning Financial/Accounting Irregularities.

Since the beginning of our most recently completed financial year, no material change reports have been filed that pertain to any conduct of a director or executive officer that constitutes a departure from the Code. The board encourages and promotes a culture of ethical business conduct by appointing directors who demonstrate integrity and high ethical standards in their business dealings and personal affairs. Directors are required to abide by the Code and expected to make responsible and ethical decisions in discharging their duties, thereby setting an example of the standard to which management and employees should adhere. The board is required by the Board Mandate to satisfy our CEO and other executive officers are acting with integrity and fostering a culture of integrity throughout the Company. The board is responsible for reviewing departures from the Code, reviewing and either providing or denying waivers from the Code, and disclosing any waivers that are granted in accordance with applicable law. In addition, the board is responsible for responding to potential conflict of interest situations, particularly with respect to considering existing or proposed transactions and agreements in respect of which directors or executive officers advise they have a material interest. The Board Mandate requires that directors and executive officers disclose any interest and the extent, no matter how small, of their interest in any transaction or agreement with us, and that directors excuse themselves from both board deliberations and voting in respect of transactions in which they have an interest. By taking these steps the board strives to ensure that directors exercise independent judgment, unclouded by the relationships of the directors and executive officers to each other and us, in considering transactions and agreements in respect of which directors and executive officers have an interest.

Committees of the Board

Our board of directors discharges its responsibilities directly and through committees of the board of directors, currently consisting of an Audit Committee, Compensation Committee, Disclosure Committee and a Petroleum and Natural Gas Committee.

Each of the Audit Committee, Disclosure Committee and the Petroleum and Natural Gas Committee consists of a majority of independent directors, while the Compensation Committee consists of independent directors. Each Committee has a specific mandate and responsibilities, as reflected in the charters for each committee.

Audit Committee

The mandate of the Audit Committee is formalized in a written charter. The members of the audit committee of the board are William Jarvis, Milton Klyman (Chairman) and Sandra Hall. Based on his professional certification and experience, the board has determined that Milton Klyman is an Audit Committee Financial Expert and that William Jarvis and Sandra Hall are financially literate. The audit committee's primary duties and responsibilities are to serve as an independent and objective party to monitor our financial reporting process and control systems, review and appraise the audit activities of our independent auditors, financial and senior management, and the lines of communication among the independent auditors, financial and senior management, and the board of directors for financial reporting and control matters including investigating fraud, illegal acts or conflicts of interest.

Relevant Education and Experience of Audit Committee Members

Milton Klyman is the Chairman of the Audit Committee. He is a self-employed financial consultant and has been a Chartered Accountant since 1952. Milton Klyman is a Life Member of the Institute of Chartered Accountants of Ontario, a Life member of the Canadian Institute of Mining Metallurgy and Petroleum and a Fellow of the Institute of Chartered Secretaries and Administrators.

William Jarvis is a self employed exploration consultant.

Sandra Hall has served as a director and held various executive positions with a number of public companies over the past twelve years.

Audit Committee Charter

Our Audit Committee Charter (the “Charter”) has been adopted by our board of directors. The Audit Committee of the board (the “Committee”) will review and reassess this charter annually and recommend any proposed changes to the board for approval. The Audit Committee’s primary duties and responsibilities are to:

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Oversee (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; and (iii) the independent auditors’ qualifications and independence.

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Serve as an independent and objective party to monitor our financial reporting processes and internal control systems.

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Review and appraise the audit activities of our independent auditors and the internal auditing functions.

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Provide open lines of communication among the independent auditors, financial and senior management, and the board for financial reporting and control matters.

Role and Independence: Organization

The Committee assists the board on fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing, internal control and financial reporting practices. It may also have such other duties as may from time to time be assigned to it by the board.

The Audit Committee is to be comprised of at least three directors. The majority of the Committee members must be independent from management and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

All members shall, to the satisfaction of the board, be financially literate (i.e. will have the ability to read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto), and at least one member shall have accounting or related financial management expertise to qualify as “financially sophisticated”. A person will qualify as “financially sophisticated” if an individual who possesses the following attributes:

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an understanding of financial statements and generally accepted accounting principles;

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an ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

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experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities;

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an understanding of internal controls and procedures for financial reporting; and

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an understanding of audit committee functions.

William Jarvis and Milton Klyman are “independent” as defined by the American Stock Exchange’s listing standards and the Securities and Exchange Commission, and the Board has determined that Milton Klyman is an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K promulgated by the Securities and Exchange Commission.

The Committee members will be elected annually at the first meeting of the Board following the annual meeting of shareholders. Each member of the Committee serves during the pleasure of the Board and, in any event, only so long as he or she is a director.

One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling and presiding over meetings and making regular reports to the Board. The chair will also maintain regular liaison with the CEO, CFO, and the lead independent audit partner.

Responsibilities and Powers

Although the Committee may wish to consider other duties from time to time, the general recurring activities of the Committee in carrying out its oversight role are described below.

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Annual review and revision of the Charter as necessary with the approval of the board.

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Review and obtain from the independent auditors a formal written statement delineating all relationships between the auditor and us, consistent with Independence Standards Board Standard 1.

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Recommending to the board the independent auditors to be retained (or nominated for shareholder approval) to audit our financial statements. Such auditors are ultimately accountable to the board and the Committee, as representatives of the shareholders.

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Evaluating, together with the board and management, the performance of the independent auditors and, where appropriate, replacing such auditors.

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Obtaining annually from the independent auditors a formal written statement describing all relationships between the auditors and us. The Committee shall actively engage in a dialogue with the independent auditors with respect to any relationship that may impact the objectivity and the independence of the auditors and shall take, or recommend that the board take, appropriate actions to oversee and satisfy itself as to the auditors’ independence.

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Ensuring that the independent auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:

Bookkeeping or other services related to our accounting records or consolidated financial statements;

Financial information systems design and implementation;

Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

Actuarial services;

Internal audit outsourcing services;

Management functions or human resources;

Broker or dealer, investment advisor or investment banking services;

Legal services and expert services unrelated to the audit; and

Any other services which the Public Company Accounting Oversight Board determines to be impermissible.

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Approving any permissible non-audit engagements of the independent auditors.

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Meeting with our auditors and management to review the scope of the proposed audit for the current year, and the audit procedures to be used, and to approve audit fees.

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Reviewing the audited consolidated financial statements and discussing them with management and the independent auditors. Consideration of the quality our accounting principles as applied in its financial reporting. Based on such review, the Committee shall make its recommendation to the Board as to the inclusion of our audited consolidated financial statement in our Registration Statement to Shareholders.

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Discussing with management and the independent auditors the quality and adequacy of and compliance with our internal controls.

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Establishing procedures: (i) for receiving, handling and retaining of complaints received by us regarding accounting, internal controls, or auditing matters, and (ii) for employees to submit confidential anonymous concerns regarding questionable accounting or auditing matters.

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Review and discuss all related party transactions involving us.

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Engaging independent counsel and other advisors if the Committee determines that such advisors are necessary to assist the Committee in carrying out its duties.

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Publicly disclose the receipt of warning about any violations of corporate governance rules.

Authority

The Committee will have the authority to retain special legal, accounting or other experts for advice, consultation or special investigation. The Committee may request any officer or employee of ours, our outside legal counsel, or the independent auditor to attend a meeting of the Committee, or to meet with any member of, or consultants to, the Committee. The Committee will have full access to our books, records and facilities.

Meetings

The Committee shall meet at least yearly, or more frequently as the Committee considers necessary. Opportunities should be afforded periodically to the external auditor and to senior management to meet separately with the independent members of the Committee. Meetings may be with representatives of the independent auditors, and appropriate members of management, all either individually or collectively as may be required by the Chairman of the Committee.

The independent auditors will have direct access to the Committee at their own initiative.

The Chairman of the Committee will report periodically the Committee’s findings and recommendations to the board of directors.

Compensation Committee

The mandate of the Compensation Committee is formalized in a written charter. The members of the compensation committee of the Board are William Jarvis and Milton Klyman (Chair). The Compensation Committee is comprised entirely of independent directors. Compensation is determined in the context of our strategic plan, our growth, shareholder returns and other achievements and considered in the context of position descriptions, goals and the performance of each individual director and officer. With respect to directors’ compensation, the Compensation Committee reviews the level and form of compensation received by the directors, members of each committee, the board chair and the chair of each board committee, considering the duties and responsibilities of each director, his or her past service and continuing duties in service to us. The compensation of directors, the CEO and executive officers of competitors are considered, to the extent publicly available, in determining compensation and the Compensation Committee has the power to engage a compensation consultant or advisor to assist in determining appropriate compensation.

Disclosure Committee

The mandate of the Corporate Governance Committee is formalized in a written charter. The members of the corporate governance committee of the board are Milton Klyman, William Jarvis and Sandra Hall (Chair). The Committee's duties and responsibilities include, but are not limited to, review and revise our controls and other procedures (“Disclosure and Controls Procedures”) to ensure that (i) information required by us to be disclosed to the applicable regulatory authorities and other written information that we will disclose to the public is reported accurately and on a timely basis, and (ii) such information is accumulated and communicated to management, as appropriate to allow timely decisions regarding required disclosure; assist in documenting and monitoring the integrity and evaluating the effectiveness of the Disclosure and Control Procedures; the identification and disclosure of material information about us, the accuracy completeness and timeliness of our financial reports and all communications with the investing public are timely, factual and accurate and are conducted in accordance with applicable legal and regulatory requirements.

Petroleum and Natural Gas Committee

The members of the petroleum and natural gas committee of the Board are Milton Klyman, Sandra Hall and William Jarvis (Chair). The Petroleum and Natural Gas Committee has the responsibility of meeting with the independent engineering firms commissioned to conduct the reserves evaluation on our oil and natural gas assets and to discuss the results of such evaluation with each of the independent engineers and management. Specifically, the Petroleum and Natural Gas Committee’s responsibilities include, but are not limited to, a review of management’s recommendations for the appointment of independent engineers, review of the independent engineering reports and considering the principal assumptions upon which such reports are based, appraisal of the expertise of the independent engineering firms retained to evaluate our reserves, review of the scope and methodology of the independent engineers’ evaluations, reviewing any problems experienced by the independent engineers in preparing the reserve evaluation, including any restrictions imposed by management or significant issues on which there was a disagreement with management and a review of reserve additions and revisions which occur from one report to the next.

D. EMPLOYEES

As of August 31, 2008 and the date of the filing of this Registration Statement we did not have any employees other than our sole executive officer.

E. SHARE OWNERSHIP

Our common shares are owned by Canadian residents, United States residents and residents of other countries. The only class of our securities, which is outstanding as of the date of this Registration Statement, is common stock. All holders of our common stock have the same voting rights with respect to their ownership of our common stock.

The following table sets forth as of the date of the filing of this Registration Statement, certain information with respect to the amount and nature of beneficial ownership of the common stock held by (i) each person known to our management to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each person who is a director or an executive officer of ours; and (iii) all directors and executive officers of ours, as a group. Shares of our common stock subject to options, warrants, or convertible securities currently exercisable or convertible or exercisable or convertible within 60 days of the date of filing of this Registration Statement are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible securities but are not deemed outstanding for computing the percentage of any other person.

Name and Owner	Identity	Amount and Nature of Beneficial Ownership of Common Stock (1)			Percentage

Sandra J. Hall	Officer, Director, and Principal Shareholder		6,100,000	(2)		23.1	%
Milton Klyman	Director		100,000	(3)		0.4	%
William Jarvis	Director		0			0	%
1407271 Ontario Inc. (4)	Principal Shareholder		4,400,000	(5)		17.0	%
Core Energy Enterprise, Inc. (6)	Principal Shareholder		4,073,208	(7)		15.5	%
James Cassina	Principal Shareholder		12,065,046	(8)		39.86	%
Tonbridge Financial Corp.	Principal Shareholder		5,483,414	(9)		20.33	%
All officers and directors as a group (3 persons)			6,200,000	(2)(3)		23.46	%

(1)

Unless otherwise indicated, the persons named have sole ownership, voting and investment power with respect to their stock, subject to applicable laws relative to rights of spouses. Percentage ownership is based on 24,232,559 shares of common stock outstanding as of the date of filing of this Registration Statement.

(2)

Includes 2,800,000 outstanding shares and 1,600,000 shares underlying 1,600,000 presently exercisable warrants owned by 1407271 Ontario Inc. Also includes 600,000 shares underlying 600,000 presently exercisable warrants owned directly by Sandra Hall.

(3)

Includes 50,000 shares underlying 50,000 presently exercisable warrants.

(4)

Sandra J. Hall owns 1407271 Ontario Inc. and has sole voting and investment power with respect to the shares of our common stock owned by 1407271 Ontario Inc.

(5)

Includes 1,600,000 shares underlying 1,600,000 presently exercisable warrants.

(6)

James Cassina has voting and investment power with respect to the shares of our common stock owned by Core Energy Enterprises Inc.

(7)

Includes 2,036,604 shares underlying 2,036,604 presently exercisable warrants.

(8)

Includes 2,036,604 outstanding shares and 2,036,604 shares underlying 2,036,604 presently exercisable warrants owned by Core Energy Enterprises Inc. Also includes 3,995,919 shares underlying 3,995,919 presently exercisable warrants owned directly by James Cassina.

(9)

Includes 2,741,707 shares underlying 2,741,707 presently exercisable warrants. Robert Cordes has voting and investment power with respect to the shares owned by Tonbridge Financial Corp.

As of the date of the filing of this Registration Statement, to the knowledge of our management, there are no arrangements which, could at a subsequent date result in a change in control of us. As of such date, and except as disclosed herein, our management has no knowledge that we are owned or controlled directly or indirectly by another company or any foreign government.

Our Stock Option Plan (the "Plan") was adopted by our Board of Directors on April 5, 2000 and approved by a majority of our shareholders voting at the Annual and Special Meeting held on May 10, 2000. The Plan was adopted in order that we may be able to provide incentives for our directors, officers, employees, consultants and other persons (an “Eligible Individual”) to participate in our growth and development by providing them with the opportunity through share options to acquire an ownership interest in us.

Options granted under the Plan may be exercised during a period no exceeding five (5) years, subject to earlier termination upon the optionee ceasing to be an Eligible Individual, or, in accordance with the terms of the grant of the option. The options are non-transferable and non-assignable except between an Eligible Individual and a related corporation controlled by such Eligible Individual upon the consent of the board of directors. The Plan contains provisions for adjustment in the number of shares issuable there under in the event of subdivision, consolidation, reclassification, reorganization or change in the number of common shares, a merger or other relevant change in our capitalization. The board of directors may from time to time amend or revise the terms of the Plan or may terminate the Plan at any time.

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

There are 24,232,559 issued and outstanding shares of our common stock as of the date of the filing of this Registration Statement. As of the date of the filing of this Registration Statement, to our knowledge, no persons hold directly or indirectly or exercise control or direction over, shares of our common stock carrying 5% or more of the voting rights attached to all issued and outstanding shares of the common stock except as stated under Item 6.E above or set out in the table below. The shares of our common stock owned by our major shareholder have identical voting rights as those owned by our other shareholders.

Name	Number of Shares			Percentage
1407271 Ontario Inc. (1)		4,400,000	(2)		17.0	%
Sandra Hall		6,100,000	(3)		23.1	%
James Cassina		12,065,046	(4)		39.86	%
Core Energy Enterprises Inc. (5)		4,073,208	(6)		15.5	%
Tonbridge Financial Corp.		5,483,414	(7)		20.33	%

(1)

Sandra J. Hall owns 1407271 Ontario Inc. and has sole voting and investment power with respect to the shares of our common stock owned by 1407271 Ontario Inc.

(2)

Includes 1,600,000 shares underlying 1,600,000 presently exercisable warrants.

(3)

(4)

(5)

James Cassina has voting and investment power with respect to the shares of our common stock owned by Core Energy Enterprises Inc.

(6)

Includes 2,036,604 shares underlying 2,036,604 presently exercisable warrants.

(7)

Includes 2,741,707 shares underlying 2,741,707 presently exercisable warrants. Robert Cordes has voting and investment power with respect to the shares owned by Tonbridge Financial Corp.

The following table discloses the geographic distribution of the majority of the holders of record of our common stock as of date of April 9, 2009.

Country	Number of Shareholders		Number of Shares		Percentage of Shareholders			Percentage of Shares
Canada		1,079		10,313,539		96.17	%		42.56	%
USA		31		369,623		2.76	%		1.53	%
All Other		12		13,549,397		1.07	%		55.91	%
Total		1,122		24,232,559		100	%		100	%

We are not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person. There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of us.

B. RELATED PARTY TRANSACTIONS

For the last three fiscal years ended August 31 and through the date of the filing of this Registration Statement, we have entered into the related party transactions described below.

From November 1, 2000 through April 30, 2009 we accrued a management fee of $1,000 per month to Sandra Hall, our President and a Director. Since May 1, 2009 we have been accruing a management fee of $2,500 per month to Sandra Hall.

On April 14, 2008, we entered into a Debt Settlement Agreement with Sandra Hall, to convert debt accrued on account of management fees in the amount of $50,000 through the issuance of a total of 500,000 Shares at an attributed value of $0.10 per Share. In connection with the conversion, Ms. Hall also agreed to forgive $38,000 of the debt owing to her by us, which was recorded as an increase to contributed surplus.

On February 5, 2009, 1407271 Ontario Inc., a corporation in which Sandra Hall has voting and investment power, acquired 1,600,000 Units at a price of $0.05 per Unit. Each Unit consists of one share of our common stock and one common stock purchase warrant exercisable until February 5, 2014 for the purchase of one share of our common stock at a price of $0.07 per share.

On February 25, 2009, Sandra Hall acquired 600,000 Units at a price of $0.05 per Unit. Each Unit consists of one share of our common stock and one common stock purchase warrant exercisable until February 25, 2014 for the purchase of one share of our common stock at a price of $0.07 per share.

On February 25, 2009, Milton Klyman acquired 50,000 Units at a price of $0.05 per Unit. Each Unit consists of one share of our common stock and one common stock purchase warrant exercisable until February 25, 2014 for the purchase of one share of our common stock at a price of $0.07 per share.

Inter-Company Balances

For the years ended August 31, 2008, 2007 and 2006, 1406768 Ontario, our wholly owned subsidiary advanced us $206,926.52, $199,426.52 and $203,806.95 respectively. As of the date of the filing of this Registration Statement the inter-company balance due to 1406768 Ontario is $206,926.52. On February 27, 2009, we advanced to our wholly owned subsidiary 1354166 Alberta $118,000.00. As of the date of the filing of this Registration Statement the inter-company balance due from 1354166 Alberta is $118,000.00.

C. INTERESTS OF EXPERTS AND COUNSEL

Not Applicable. This Form 20-F is being filed as a Registration Statement under the Exchange Act.

ITEM 8 FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The financial statements required as part of this Registration Statement are filed under Item 17 of this Registration Statement.

Litigation

There are no pending legal proceedings to which we or our subsidiary is a party or of which any of our property is the subject. There are no legal proceedings to which any of the directors, officers or affiliates or any associate of any such directors, officers or affiliates of either our company or our subsidiary is a party or has a material interest adverse to us.

Dividends

We have not paid any dividends on our common stock during the past five years. We do not intend to pay dividends on shares of common stock in the foreseeable future as we anticipate that our cash resources will be used to finance growth.

B. SIGNIFICANT CHANGES

There have been no significant changes that have occurred since the date of the financial statements included with this Registration Statement except as disclosed in the Registration Statement.

ITEM 9 THE OFFER AND LISTING

Common Shares

Our authorized capital consists of an unlimited number of common shares without par value, of which 24,232,559 were issued and outstanding as of June 1, 2009. All shares are initially issued in registered form. There are no restrictions on the transferability of our common shares imposed by our constating documents. Holders of our common shares are entitled to one vote for each common share held of record on all matters to be acted upon by our shareholders. Holders of common shares are entitled to receive such dividends as may be declared from time to time by our board of directors, in their discretion. In addition we are authorized to issue an unlimited number of preferred shares, with such rights, preferences and privileges as may be determined from time to time by our board of directors. There were no preferred shares outstanding at June 1, 2009.

Our common shares entitle their holders to: (i) vote at all meetings of our shareholders except meetings at which only holders of specified classes of shares are entitled to vote, having one vote per common share, (ii) receive dividends at the discretion of our board of directors; and (iii) receive our remaining property on liquidation, dissolution or winding up.

A. OFFER AND LISTING DETAILS

Trading Markets – Our common stock has not publicly traded since 1990 and until a trading market develops for our common stock, investors in our common stock will be required to hold their shares for an indefinite period of time.

B. PLAN OF DISTRIBUTION

Not Applicable. This Form 20-F is being filed as a Registration Statement under the Exchange Act.

C. MARKETS

See Item 9.A.

D. SELLING SHAREHOLDERS

Not Applicable. This Form 20-F is being filed as a Registration Statement under the Exchange Act.

E. DILUTION

Not Applicable. This Form 20-F is being filed as a Registration Statement under the Exchange Act.

F. EXPENSES OF THE ISSUE

Not Applicable. This Form 20-F is being filed as a Registration Statement under the Exchange Act.

ITEM 10 ADDITIONAL INFORMATION

A. SHARE CAPITAL

Our authorized capital consists of an unlimited number of common shares, without par value, of which 24,232,559 were issued and outstanding as of June 1, 2009, and an unlimited number of preferred shares without par value, of which none were issued and outstanding as of June 1, 2009. All of our issued and outstanding common shares are fully paid.

Our common shares entitle the holder to: (i) vote at all meetings of our shareholders except meetings at which only holders of specified classes of shares are entitled to vote, having one vote per common share, (ii) receive dividends at the discretion of our board of directors; and (iii) receive our remaining property on liquidation, dissolution or winding up. All of our common shares rank equally for the payment of any dividends and distributions in the event of a windup.

Our preferred shares will have such rights, preferences and privileges as may be determined by our board of directors.

The accompanying Audited Consolidated Financial Statements provide details of all of our securities issuances and the issue price per share since September 1, 2005. None of our shares are held by us or on behalf of us. A summary of our outstanding dilutive securities (convertible or exercisable into common shares) is as follows:

Stock Options

We have adopted a stock option plan, as more fully described in this Registration Statement in Item 6.E. As of June 1, 2009 no stock options have been issued.

Warrants

As of June 1, 2009, we have 16,335,820 common stock purchase warrants outstanding.

	Number of		Exercise		Expiry
	Warrants		Price		Date	Amount
Balance at August 31, 2005,2006 and 2007	Nil		Nil		Nil	Nil
April 14, 2008 private placement (note a)		2,575,000	$	0.20	April 14, 2011	$	100,875
Balance at August 31, 2008		2,575,000	$	0.20	April 14, 2011	$	100,875
February 5, 2009 private placement (note b)		2,600,000	$	0.07	February 5, 2014		62,400
February 25, 2009 private placement (note c)		1,000,256	$	0.07	February 25,2014		24,006
February 27, 2009 acquisition (note d)		8,910,564	$	0.07	February 27, 2014		161,467
February 27, 2009 debt conversion (note e)		1,250,000	$	0.07	February 27, 2014		30,000
Balance at June 1, 2009		16,335,820				$	378,748

For a discussion of the circumstances under which we issued common stock purchase warrants, see “History of Share Capital” below.

Weighted average fair value per warrant	$	0.05
Risk-free interest rate (%)		3.00
Expected volatility (%)		170.00
Expected life (years)		5
Expected dividend yield (%)		―

Weighted Average Shares Outstanding
Time Period	Outstanding Shares		Fraction of Year Outstanding	Weighted Average
Weighted Average Shares Outstanding at August 31, 2007		6,396,739			6,396,739
September 1, 2007 to April 13, 2008		6,396,739	226/366		3,949,899
April 14/08 to August 31/08		10,471,739	140/366		4,005,583
Weighted Average Shares Outstanding at August 31, 2008		10,471,739			7,955,482
February 5, 2009 to February 24, 2009		13,071,739	20/365		716,260
February 25, 2009 to February 26, 2006		14,071,995	2/365		77,107
February 27, 2009 to June 1, 2009		24,232,559	95/365		6,307,104
Weighted Average Shares Outstanding at June 1, 2009		24,232,559			14,215,515

History of Share Capital

A summary of the changes to our share capital over the last three fiscal years and to June 1, 2009 are as follows:

Authorized:

Unlimited number of common shares

Unlimited non-participating, non-dividend paying, voting redeemable preference shares

Issued:

Common Shares
	Number (1)		Amount (1)
Balance at August 31, 2005, 2006 and 2007		6,396,739	$	166,291
Issuance of common shares for cash, net (note a)		2,575,000		151,313
Issuance of common shares for debt (note b)		1,500,000		150,000
Balance at August 31, 2008		10,471,739		467,604
February 5, 2009 private placement (note c)		2,600,000		67,600
February 25, 2009 private placement (note d)		1,000,256		26,007
February 27, 2009 acquisition (note e)		8,910,564		284,061
February 27, 2009 debt conversion (note f)		1,250,000		32,500
Balance at June 1, 2009		24,232,559	$	877,772

(1)

All shares are fully paid and issued .

a) On April 14, 2008, we completed a non-brokered private placement of 2,575,000 units at a price on $0.10 per unit for gross proceeds of $257,500 (proceeds net of issue costs $252,188). Each unit consists of one common share and one warrant, exercisable by the holder to acquire one additional common share at a price of $0.20 per unit until April 14, 2011.

b) On April 14, 2008, we entered into agreements to convert debt in the amount of $150,000 though the issuance of 1,500,000 shares at an attributed value of $0.10 per share (the “Debt Conversion”).

c) On February 5, 2009, we completed a non-brokered private placement of 2,600,000 units (each a “Unit”) at a purchase price of $0.05 per Unit for gross proceeds of $130,000. Each Unit was comprised of one common share (each a “Unit Share”) and one purchase warrant (each a “Warrant”). Each Warrant is exercisable until February 5, 2014, to purchase one additional share of our common stock (each a “Warrant Share”) at a purchase price of $0.07 per share.

d) On February 25, 2009, we completed a non-brokered private placement of 1,000,256 units (each a “Unit”) at a purchase price of $0.05 per Unit for gross proceeds of approximately $50,013. Each Unit was comprised of one common share (each a “Unit Share”) and one purchase warrant (each a “Warrant”). Each Warrant is exercisable until February 25, 2014 to purchase one additional share of our common stock (each a “Warrant Share”) at a purchase price of $0.07 per share.

e) On February 27, 2009, we purchased all of the issued and outstanding shares issued in the capital stock of 1354166 Alberta and issued to the shareholders of 1354166 an aggregate of 8,910,564 units (each a "Unit") at $0.05 per unit. Each unit was comprised of one common share (each a "Unit Share") and one purchase warrant (each a "Warrant"). Each Warrant is exercisable until February 27, 2014 to purchase one additional share of our common stock at a purchase price of $0.07 per share.

f) On February 27, 2009, we entered into an agreement with a non-related party, to convert debt in the amount of $62,500 through the issuance of a total of 1,250,000 units at an attributed value of $0.05 per unit. Each Unit was comprised of one common share (each a “Unit Share”) and one purchase warrant (each a “Warrant”). Each Warrant is exercisable until February 27, 2014 to purchase one additional share of our common stock (each a “Warrant Share”) at a purchase price of $0.07 per share.

Fully Diluted Share Capital

A summary of our diluted share capital at June 1, 2009, is as follows:

	June 1, 2009
Common shares issued and outstanding		24,232,559
Stock options outstanding	Nil
Warrants outstanding		16,335,820
Fully diluted share position		40,568,379

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

Certificate of Incorporation

We were incorporated under the Business Corporations Act (Ontario) on September 22, 1978 under the name Bonanza Red Lake Explorations Inc. The corporation number as assigned by Ontario is 396323.

Articles of Amendment dated January 14, 1985

By Articles of Amendment dated January 14, 1985, our Articles were amended as follows:

The minimum number of directors of the Company shall be 3 and the maximum number of directors of the Company shall be 10.

2. (a)

Delete the existing objects clauses and provide that there are no restrictions on the business we may carry on or on the powers that we may exercise;

(b)

Delete the term "head office" where it appears in the articles and substitute therefor the term "registered office";

(c)

Delete the existing special provisions contained in the articles and substitute therefor the following:

The following special provisions shall be applicable to the Company:

Subject to the provisions of the Business Corporations Act, as amended or re-enacted from time to time, the directors may, without authorization of the shareholders:

(i)

borrow money on the credit of the Company;

(ii)

issue, re-issue, sell or pledge debt obligations of the Company;

(iii)

give a guarantee on behalf of the Company to secure performance of an obligation of any person;

(iv)

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation owned or subsequently acquired, to secure any obligation of the Company; and

(v)

by resolution, delegate any or all such powers to a director, a committee of directors or an officer of the Company.

(a) Provide that the Company is authorized to issue an unlimited number of shares;

(b)

Provide that the Company is authorized to issue an unlimited number of preference shares.

Articles of Amendment dated August 16, 2000

By Articles of Amendment dated August 16, 2000 our articles were amended to consolidate our issued and outstanding common shares on the basis on one common share for every three issued and outstanding common shares in our capital, and change our name from Bonanza Red Lake Explorations Inc. to Eugenic Corp.

Our Articles of Amendment state that there are no restrictions on the business that may carry on, but do not contain a stated purpose or objective.

Bylaws

No director of ours is permitted to vote on any resolution to approve a material contract or transaction in which such director has a material interest. (Bylaws, Article 43).

Neither our Articles nor our Bylaws limit the directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body. The Bylaws provide that directors shall receive remuneration as the board of directors shall determine from time to time. (Bylaws, Article 44).

Under our Articles and Bylaws, our board of directors may, without the authorization of our shareholders, (i) borrow money upon our credit; (ii) issue, reissue, sell or pledge debt obligations of ours; whether secured or unsecured (iii) give a guarantee on behalf of us to secure performance of obligations; and (iv) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all currently owned or subsequently acquired real or personal, movable or immovable, tangible or intangible, property of ours to secure obligations.

Annual general meetings of our shareholders are held on such day as is determined by resolution of the directors. (Bylaws, Article 6). Special meetings of our shareholders may be convened by order of our Chairman of the Board, our President if he/she is a director, a Vice-President who is a director, or the board of directors. (Bylaws, Article 6). Shareholders of record must be given notice of such special meeting not less than 10 days or more than 50 days before the date of the meeting. Notices of special meetings of shareholders must state the nature of the business to be transacted in detail and must include the text of any special resolution or bylaw to be submitted to the meeting. (Bylaws, Article 8). Our board of directors is permitted to fix a record date for any meeting of the shareholders that is between 21 and 50 days prior to such meeting. (Bylaws, Article 9). The only persons entitled to admission at a meeting of the shareholders are shareholders entitled to vote, our directors, our auditors, and others entitled by law, by invitation of the chairman of the meeting, or by consent of the meeting. (Bylaws, Article 13).

Neither our Articles nor our Bylaws discuss limitations on the rights to own securities or exercise voting rights thereon, and there is no provision of our Articles or Bylaws that would delay, defer or prevent a change in control of us, or that would operate only with respect to a merger, acquisition, or corporate restructuring involving us or any of its subsidiaries. Our Bylaws do not contain a provision indicating an ownership threshold above which shareholder ownership must be disclosed.

Other Provisions

Neither our Articles nor our Bylaws discuss the retirement or non-retirement of directors under an age limit requirement or the number of shares required for director qualification.

Neither our Articles nor our Bylaws require that a director hold a share in the capital of the Company as qualification for his/her office.

Neither our Articles nor our Bylaws contain sinking fund provisions, provisions allowing us to make further capital calls with respect to any shareholder of ours, or provisions which discriminate against any holders of securities as a result of such shareholder owning a substantial number of shares.

C. MATERIAL CONTRACTS

During the two year period preceding the filing date of this Registration Statement, we entered into no material contracts other than contracts entered into in the ordinary course except for the following:

On February 27, 2009, we purchased all of the issued and outstanding shares issued in the capital stock of 1354166 Alberta Ltd., a company incorporated on October 3, 2007 in the Province of Alberta Canada (the "Transaction"). In connection therewith, we issued to the shareholders of 1354166 an aggregate of 8,910,564 units (each a "Unit") at $0.05 per unit or an aggregate of $445,528 and following the closing repaid $118,000 of shareholder loans in 1354166 by cash payment. Each unit is comprised of one share of our common stock (each a "Share") and one purchase warrant (each a "Warrant"). Each Warrant is exercisable until February 27, 2014 to purchase one additional share of our common stock at a purchase price of $0.07 per share. The shareholders of 1354166 and 1354166 itself are arm's-length parties to us. 1354166 is a private company that has a 5.1975% working interest held in trust through a joint venture partner in a natural gas unit located in the Botha area of Alberta, Canada.

D. EXCHANGE CONTROLS

There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, or affect the remittance of dividends, interest or other payments to a non-resident holder of our common stock, other than withholding tax requirements (See "Taxation" below).

Except as provided in the Investment Canada Act, there are no limitations imposed under the laws of Canada, the Province of Ontario, or by our constituent documents on the right of a non-resident to hold or vote our common stock.

The Investment Canada Act (the "ICA"), which became effective on June 30, 1985, regulates the acquisition by non-Canadians of control of a Canadian business enterprise. In effect, the ICA requires review by Investment Canada, the agency which administers the ICA, and approval by the Canadian government, in the case of an acquisition of control of a Canadian business by a non-Canadian where: (i) in the case of a direct acquisition (for example, through a share purchase or asset purchase), the assets of the business are CDN $5 million or more in value; or (ii) in the case of an indirect acquisition (for example, the acquisition of the foreign parent of the Canadian business) where the Canadian business has assets of CDN $5 million or more in value or if the Canadian business represents more than 50% of the assets of the original group and the Canadian business has assets of CDN $5 million or more in value. Review and approval are also required for the acquisition or establishment of a new business in areas concerning "Canada's cultural heritage or national identity" such as book publishing, film production and distribution, television and radio production and distribution of music, and the oil and natural gas industry, regardless of the size of the investment.

As applied to an investment in us, three methods of acquiring control of a Canadian business would be regulated by the ICA: (i) the acquisition of all or substantially all of the assets used in carrying on the Canadian business; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on the Canadian business; or (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on a Canadian business. An acquisition of a majority of the voting interests of an entity, including a corporation, is deemed to be an acquisition of control under the ICA. An acquisition of less than one-third of the voting shares of a corporation is deemed not to be an acquisition of control. An acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an acquisition of control unless it can be established that on the acquisition the corporation is not, in fact, controlled by the acquirer through the ownership of voting shares. For partnerships, trusts, joint ventures or other unincorporated entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

In 1988, the ICA was amended, pursuant to the Free Trade Agreement dated January 2, 1988 between Canada and the United States, to relax the restrictions of the ICA. As a result of these amendments, except where the Canadian business is in the cultural, oil and gas, uranium, financial services or transportation sectors, the threshold for direct acquisition of control by US investors and other foreign investors acquiring control of a Canadian business from US investors has been raised from CDN $5 million to CDN $150 million of gross assets, and indirect acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other acquisitions of control of Canadian businesses by non-Canadians are subject to formal notification to the Canadian government. These provisions require a foreign investor to give notice in the required form, which notices are for information, as opposed to review, purposes.

E. TAXATION

Certain Canadian Federal Income Tax Consequences

Management has been advised by its Canadian legal counsel that the following discussion fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common shares who, at all material times, is a resident of the United States and is not a resident, or deemed to be a resident, of Canada, deals at arm's length and is not affiliated with the Company, did not acquire our common shares by virtue of employment, is not a financial institution, partnership or a trust, holds our common shares as capital property, and does not use or hold, and is not deemed to use or hold, his or her common shares in connection with carrying on a business in Canada (a "non-resident shareholder").

This description is based upon the current provisions of the Income Tax Act (Canada) (the "ITA"), the regulations thereunder (the "Regulations"), the current publicly announced administration and assessing policies of Canada Revenue Agency, and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action, nor does it take into account any income tax laws or considerations of any province or territory of Canada or foreign tax considerations which may differ significantly from those discussed below. The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Common Shares of the Company, and no opinion or representation with respect to the Canadian Federal Income Tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares are urged to consult with their own tax advisors about the federal, provincial and foreign tax consequences of purchasing, owning and disposing of common shares.

Dividends

Dividends paid on our common shares to a non-resident holder will be subject to a 25% withholding tax pursuant to the provision of the ITA. The Canada-US Income Tax Convention (the "Treaty") provides that the normal 25% withholding tax rate is generally reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners who are residents of the United States. However, if the beneficial owner is a resident of the United States and is a corporation which owns at least 10% of the voting stock of the Company, the withholding tax rate on dividends is reduced to 5%.

Capital Gains

A non-resident of Canada is subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a corporation if the shares are considered to be "taxable Canadian property" of the holder within the meaning of the ITA and no relief is afforded under an applicable tax treaty. For purposes of the ITA, a Common Share of the Company will be taxable Canadian property to a non-resident holder if the non-resident holder and/or persons with whom that holder does not deal at arm's length holds 25% or more of the issued shares of any class or series of the capital stock of the Company at any time during the 60 month period immediately preceding the disposition of the common share.

In the case of a non-resident holder to whom shares of our common stock represent taxable Canadian property and who is a resident in the United States and not a former resident of Canada, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Treaty unless the value of such shares is derived principally from real property situated in Canada within the meaning of the Treaty.

Certain United States Federal Income Tax Consequences

The following is a general discussion of certain possible United States Federal income tax consequences, under current law, generally applicable to a US Holder (as defined below) of our common shares. This discussion does not address all potentially relevant Federal income tax matters and does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a US Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (See “Certain Canadian Federal Income Tax Consequences” above).

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares, and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares are urged to consult their own tax advisors about the Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares who is a citizen or individual resident (as defined under United States tax laws) of the United States; a corporation created or organized in or under the laws of the United States or of any political subdivision thereof; an estate the income of which is taxable in the United States irrespective of source; or a trust if (a) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all of its substantial decisions or (b) the trust was in existence on August 20, 1996 and has properly elected to continue to be treated as a United States person. This summary does not address the United States tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, including but not limited to tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, persons who hold common shares as part of a straddle, hedging or a conversion transaction, and persons who acquire their common shares as compensation for services. This discussion is limited to U.S. Holders who own common shares as capital assets and who hold the common shares directly (e.g., not through an intermediary entity such as a corporation, partnership, limited liability company, or trust). This discussion does not address the consequences to a person or entity of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

Distributions on Our Common Shares

Subject to the discussion below regarding passive foreign investment companies (“PFICs”), the gross amount of any distribution (including non-cash property) by us (including any Canadian taxes withheld therefrom) with respect to common shares generally should be included in the gross income of a U.S. Holder as foreign source dividend income to the extent such distribution is paid out of current or accumulated earnings and profits of ours, as determined under United States Federal income tax principles. Distributions received by non-corporate U.S. Holders may be subject to United States Federal income tax at lower rates than other types of ordinary income (generally 15%) in taxable years beginning on or before December 31, 2010 if certain conditions are met. These conditions include the Company not being classified as a PFIC, it being a “qualified foreign corporation,” the U.S. Holder’s satisfaction of a holding period requirement, and the U.S. Holder not treating the distribution as “investment income” for purposes of the investment interest deduction rules. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution first will be treated as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in our common shares and to the extent that such distribution exceeds the Holder’s adjusted tax basis in our common shares, will be taxed as capital gain. In the case of U.S. Holders that are corporations, such dividends generally will not be eligible for the dividends received deduction.

If a U.S. Holder receives a dividend in Canadian dollars, the amount of the dividend for United States federal income tax purposes will be the U.S. dollar value of the dividend (determined at the spot rate on the date of such payment) regardless of whether the payment is later converted into U.S. dollars. In such case, the U.S. Holder may recognize additional ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars.

Disposition of Common Shares

Subject to the discussion below regarding PFIC’s, gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of our common shares (including, without limitation, a complete redemption of our common shares) generally will be subject to United States Federal income taxation as capital gain or loss in an amount equal to the difference between the U.S. Holder’s adjusted tax basis in our common shares and the amount realized on the disposition. Net capital gain (i.e., capital gain in excess of capital loss) recognized by a non-corporate U.S. Holder (including an individual) upon a sale or other disposition of our common shares that have been held for more than one year will generally be subject to a maximum United States federal income tax rate of 15% subject to the PFIC rules below. Deductions for capital losses are subject to certain limitations. If the U.S. Holder receives Canadian dollars on the sale or disposition, it will have a tax basis in such dollars equal to the U.S. dollar value. Generally, any gain or loss realized on a subsequent disposition of the Canadian dollars will be U.S. source ordinary income or loss.

U.S. “Anti-Deferral” Rules

Passive Foreign Investment Company (“PFIC”) Regime . If we, or a non-U.S. entity directly or indirectly owned by us (“Related Entity”), has 75% or more of its gross income as “passive” income, or if the average value during a taxable year of ours or the Related Entity’s “passive assets” (generally, assets that generate passive income) is 50% or more of the average value of all assets held by us or the Related Entity, then the United States PFIC rules may apply to U.S. Holders. If we or a Related Entity is classified as a PFIC, a U.S. Holder will be subject to increased tax liability in respect of gain recognized on the sale of his, her or its common shares or upon the receipt of certain distributions, unless such person makes a “qualified electing fund” election to be taxed currently on its pro rata portion of our income and gain, whether or not such income or gain is distributed in the form of dividends or otherwise, and we provide certain annual statements which include the information necessary to determine inclusions and assure compliance with the PFIC rules. As another alternative to the foregoing rules, a U.S. Holder may make a mark-to-market election to include in income each year as ordinary income an amount equal to the increase in value of its common shares for that year or to claim a deduction for any decrease in value (but only to the extent of previous mark-to-market gains). We or a related entity can give no assurance as to its status as a PFIC for the current or any future year. U.S. Holders should consult their own tax advisors with respect to the PFIC issue and its applicability to their particular tax situation.

Controlled Foreign Corporation Regime (“CFC”) . If a U.S. Holder (or person defined as a U.S. persons under Section 7701(aX301 of the Code) owns 10% or more of the total combined voting power of all classes of our stock (, a “U. S. Shareholder”) and U.S. Shareholders own more than 50% of the vote or value of our Company, we would be a “controlled foreign corporation”.. This classification would result in many complex consequences, including the required inclusion into income by such U. S. Shareholders of their pro rata shares of “Subpart F income” of our Company (as defined by the Code) and our earnings invested in “US property” (as defined by the Code). In addition, under Section 1248 of the Code, gain from the sale or exchange of our common shares by a US person who is or was a U. S. Shareholder at any time during the five year period before the sale or exchange may be treated as ordinary income to the extent of earnings and profits of ours attributable to the stock sold or exchanged. It is not clear the CFC regime would apply to the U.S. Holders of our common shares, and is outside the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to us may be entitled to either a deduction or a tax credit for such foreign tax paid or withheld, at the option of the U.S. Holder. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income tax on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.

There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to its worldwide taxable income. This limitation is designed to prevent foreign tax credits from offsetting United States source income. In determining this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process.

In addition, this limitation is calculated separately with respect to specific “baskets” of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income. Foreign taxes assigned to a particular class of income generally cannot offset United States tax on income assigned to another class. Under the American Jobs Creation Act of 2004 (the “Act”), this basket limitation will be modified significantly after 2006.

Unused foreign tax credits can generally be carried back one year and carried forward ten years. U.S. Holders should consult their own tax advisors concerning the ability to utilize foreign tax credits, especially in light of the changes made by the Act.

Backup Withholding

Payment of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting requirement and to backup withholding unless the US Holder (i) is a corporation or other exempt recipient or (ii) in the case of backup withholding, provides a correct taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred

The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Federal income tax liability of the US Holder and may entitle the US Holder to a refund, provided that the required information is furnished to the IRS.

F. DIVIDENDS AND PAYING AGENTS

We have not declared any dividends since our inception. There are no restrictions on our payment of dividends. In the event we declare dividends in the future, our paying agent is Equity Transfers & Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1. Telephone 416-361-0152, Facsimile: 416-361-0470.

G. STATEMENT BY EXPERTS

Included with the Registration Statement are the following consents with respect to the inclusion of our reference to their Reports in this Registration Statement.

1. Consent of Schwartz Levitsky Feldman LLP, Chartered Accountants, to the inclusion of their auditor’s report dated November 25, 2008 except for notes 9, 14 and 15 which are as of April 9, 2009 on our Revised Consolidated Financial Statements for the years ended August 31, 2008 and 2007.

2. Consent of BDO Dunwoody LLP, Chartered Accountants to the inclusion of their auditor’s report dated November 30, 2006 to the Consolidated Statement of Loss and Deficit for the year ended August 31, 2006.

H. DOCUMENTS ON DISPLAY

The documents and exhibits referred to in this Registration Statement are available for inspection at the registered and management office at 1 King Street West, Suite 1505, Toronto, Ontario M5H 1A1 during normal business hours.

I. SUBSIDIARY INFORMATION

Not Applicable. This Form 20-F is being filed as a Registration Statement filed under the Exchange Act.

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations, or cash flows due to adverse changes in financial market prices, including interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market or price risks. We do not have activities related to derivative financial instruments or derivative commodity instruments. We hold equity securities which have been written down to $1 on our consolidated balance sheet. Our primary risk relates to commodities price risk.

The oil and gas industry is exposed to a variety of risks including the uncertainty of finding and recovering new economic reserves, the performance of hydrocarbon reservoirs, securing markets for production, commodity prices, interest rate fluctuations, potential damage to or malfunction of equipment and changes to income tax, royalty, environmental or other governmental regulations.

We mitigate these risks to the extent we are able by:

•utilizing competent, professional consultants as support teams to company staff.

•performing careful and thorough geophysical, geological and engineering analyses of each prospect.

•focusing on a limited number of core properties.

Market risk is the possibility that a change in the prices for natural gas, natural gas liquids, condensate and oil, foreign currency exchange rates, or interest rates will cause the value of a financial instrument to decrease or become more costly to settle.

We are exposed to commodity price risks, credit risk and foreign currency exchange rate risks.

Commodity Price Risk

Our financial condition, results of operations and capital resources are dependent upon the prevailing market prices of oil and natural gas. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors that are beyond our control. Factors influencing oil and natural gas prices include the level of global demand for crude oil, the foreign supply of oil and natural gas, the establishment of and compliance with production quotas by oil exporting countries, weather conditions which determine the demand for natural gas, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict future oil and natural gas prices with any degree of certainty. Sustained weakness in oil and natural gas prices may adversely affect our financial condition and results of operations, and may also reduce the amount of oil and natural gas reserves that we can produce economically. Any reduction in our oil and natural gas reserves, including reductions due to price fluctuations, can have an adverse affect on our ability to obtain capital for our development activities. Similarly, any improvements in oil and natural gas prices can have a favorable impact on our financial condition, results of operations and capital resources. If natural gas prices were to change by $0.50 per mcf, the impact on our earnings and cash flow would be approximately $33.

Credit Risk

In addition to market risk, our financial instruments involve, to varying degrees, risk associated with trade credit and risk associated with properties as well as credit risk related to our customers and trade payables. All of our accounts receivable are with customers or joint venture partners and are subject to normal industry credit risk.

We do not require collateral or other security to support financial instruments nor do we provide collateral or security to counterparties. Currently, we do not expect non-performance by any counterparty. However, there can be no assurance that performance will occur.

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not Applicable.

D. AMERICAN DEPOSITORY SHARES

Not Applicable.

Name/Business Address		Position
Sandra J. Hall 1 King Street West, Suite 1505 Toronto, Ontario, Canada M5H 1A1		President, Secretary, Director, Member of the Audit Committee

Milton Klyman 2121 Bathurst Street, Suite 2121 Toronto, Ontario, M5N 2P3		Director, Member of the Audit Committee

William Jarvis 375 East Huron River Drive Belleville, Michigan, 48111		Director, Member of the Audit Committee

	YEARS ENDED AUGUST 31,															SIX MONTHS ENDED
CONSOLIDATED STATEMENT OF OPERATIONS DATA	2008			2007			2006			2005			2004			February 28, 2009			February 29 2008
																(Unaudited)
Revenue	$	292		$	637		$	760		$	6,079		$	33,079		$	325		$	163
Income (loss) from oil and gas operations		268			541			311			(1,304	)		5,020			(331)			151
Administrative expenses		12,782			40,691			51,463			74,407			46,320			17,123			22,955
Operating loss for the year		(50,514	)		(40,150	)		(51,152	)		(75,711	)		(41,300	)		(17,454	)		(22,804	)
Interest income		-			205			-			-			-			1,114			-
Income taxes (recovery) future		-			-			-			9,100			(9,100	)		-			-
Net loss and comprehensive loss for the year/period		(50,514	)		(39,945	)		(51,152	)		(84,811	)		(32,200	)		(16,340	)		(22,804	)
Loss per common share basic and diluted		(0.006	)		(0.006	)		(0.008	)		(0.013	)		(0.005	)		(0.002	)		(0.004	)
Weighted average common shares outstanding		7,955,482			6,396,739			6,396,739			6,396,739			6,396,739			10,218,101			6,396,739
BALANCE SHEET INFORMATION
Working capital (deficiency)		(93,634	)		(483,860	)		(444,839	)		(393,763	)		(350,219	)		42,784			(483,860	)
Total assets		208,486			9,746			8,298			25,216			94,412			889,357			9,746
Total shareholders’ deficiency		(93,186	)		(482,860	)		(442,915	)		(391,763	)		(306,952	)		578,515			(482,860	)

	YEARS ENDED AUGUST 31,															SIX MONTHS ENDED
CONSOLIDATED STATEMENT OF OPERATIONS DATA	2008			2007			2006			2005			2004			February 28, 2009			February 29, 2008
																(Unaudited)
Revenue	$	292		$	637		$	760		$	6,079		$	33,079		$	325		$	163
Income (loss) from operations		268			541			311			(1,304	)		5,020			(331)			151
Administrative expenses		12,782			40,691			51,463			74,407			46,320			17,123			22,955
Operating loss for the year		(50,514	)		(40,150	)		(51,152	)		(75,711	)		(41,300	)		(17,454	)		(22,804	)
Interest income		-			205			-			-			-			-			-
Income taxes (recovery) future		-			-			-			9,100			(9,100	)		1,114			-
Net loss from operations according to Canadian and United States GAAP		(50,514	)		(39,945	)		(51,152	)		(84,811	)		(32,200	)		(16,340	)		(22,804	)
Unrealized gain on marketable securities		-			-			(171	)		(1,354	)		(3,505	)		-			-
Comprehensive loss according to US GAAP		(50,514	)		(39,945	)		(51,323	)		(86,165	)		(35,705	)		(16,340	)		(22,804	)
Net loss per common share basic and diluted		(0.006	)		(0.006	)		(0.008	)		(0.013	)		(0.005	)		(0.002	)		(0.004	)
Shares used in the computation of basic and diluted earnings per share		7,955,482			6,396,739			6,396,739			6,396,739			6,396,739			10,218,101			6,396,739
BALANCE SHEET INFORMATION
Working capital deficiency		(93,634	)		(483,860	)		(444,840	)		(393,592	)		(348,694	)		42,874			(483,860	)
Total assets per Canadian GAAP		208,486			9,746			8,298			25,216			94,412			889,357			9,746
Unrealized gain on marketable securities		-			-			-			171			1,525			-			-
Write-down of marketable securities		-			-			(1	)		-			-			-			-
Total assets per US GAAP		208,486			9,746			8,297			25,387			95,937			889,357			9,746
Total shareholders’ deficiency per Canadian GAAP		(93,186	)		(482,860	)		(442,915	)		(391,763	)		(306,952	)		578,515			(482,860	)
Accumulated other comprehensive income:
Unrealized gain on marketable securities		-			-			(1	)		171			1,525			-			-
Total shareholders’ deficiency per US GAAP		(93,186	)		(482,860	)		(442,916	)		(391,592	)		(305,427	)		578,515			(482,860	)
OTHER FINANCIAL DATA
Cash flow provided by (used in):
Operating activities		(50,414	)		(268	)		(17,523	)		(28,916	)		(31,546	)		(16,863	)		18
Investing activities		-			-			11,512			5,160			(7,812	)		90,499			-
Financing activities		252,188			-			-			-			-			62,013			150,000

	YEARS ENDED AUGUST 31,										SIX MONTHS ENDED
	2008		2007		2006		2005		2004		February 28, 2009		February 29, 2008
Average exchange rate CDN$ per US$1.00		1.0631		1.0560		1.1066		1.1893		1.3166		1.2710		0.9796
Average exchange rate US$ per CDN$1.00		0.9369		0.9440		0.8934		0.8107		0.6834		0.7290		1.0204

Month	Exchange rate CDN$ per US$1.00
	Low		High
May 2009		1.0957		1.1868
April 2009		1.1939		1.2640
March 2009		1.2245		1.3054
February 2009		1.2190		1.2710
January 2009		1.1822		1.2749
December 2008		1.1962		1.2971

GENERAL		1
NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I		3
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	3
A.	DIRECTORS AND SENIOR MANAGEMENT	3
B.	ADVISERS	3
C.	AUDITOR	3
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	3
A.	OFFER STATISTICS	3
B.	METHOD AND EXPECTED TIMETABLE	3
ITEM 3	KEY INFORMATION	4
A.	SELECTED FINANCIAL DATA	4
B.	CAPITALIZATION AND INDEBTEDNESS	7
C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	7
D.	RISK FACTORS	7
ITEM 4	INFORMATION ON THE COMPANY	14
A.	HISTORY AND DEVELOPMENT OF THE COMPANY	15
B.	BUSINESS OVERVIEW	17
C.	ORGANIZATIONAL STRUCTURE	19
D.	PROPERTY, PLANTS AND EQUIPMENT	19
ITEM 4A	UNRESOLVED STAFF COMMENTS	26
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	26
A.	OPERATING RESULTS	38
B.	LIQUIDITY AND CAPITAL RESOURCES	41
C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES	42
D.	TREND INFORMATION	42
E.	OFF-BALANCE SHEET ARRANGEMENTS	43
F.	TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS	43
G.	SAFE HARBOR	43
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	44
A.	DIRECTORS AND SENIOR MANAGEMENT	44
B.	COMPENSATION	44
C.	BOARD PRACTICES	46
D.	EMPLOYEES	52
E.	SHARE OWNERSHIP	52
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	54
A.	MAJOR SHAREHOLDERS	54
B.	RELATED PARTY TRANSACTIONS	55
C.	INTERESTS OF EXPERTS AND COUNSEL	56
ITEM 8	FINANCIAL INFORMATION	56
A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	56
B.	SIGNIFICANT CHANGES	56
ITEM 9	THE OFFER AND LISTING	56
A.	OFFER AND LISTING DETAILS	57
B.	PLAN OF DISTRIBUTION	57

C.	MARKETS	57
D.	SELLING SHAREHOLDERS	57
E.	DILUTION	57
F.	EXPENSES OF THE ISSUE	57
ITEM 10	ADDITIONAL INFORMATION	57
A.	SHARE CAPITAL	57
B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	60
C.	MATERIAL CONTRACTS	62
D.	EXCHANGE CONTROLS	62
E.	TAXATION	63
F.	DIVIDENDS AND PAYING AGENTS	67
G.	STATEMENT BY EXPERTS	67
H.	DOCUMENTS ON DISPLAY	67
I.	SUBSIDIARY INFORMATION	67
ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	67
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	68
A.	DEBT SECURITIES	68
B.	WARRANTS AND RIGHTS	68
C.	OTHER SECURITIES	68
D.	AMERICAN DEPOSITORY SHARES	68
PART II		69
ITEM 13	DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES	69
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	69
ITEM 15	CONTROLS AND PROCEDURES	69
ITEM 16	[RESERVED]	69
A.	AUDIT COMMITTEE FINANCIAL EXPERT	69
B.	CODE OF ETHICS	69
C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	69
D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	69
E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	69
F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	69
G.	CORPORATE GOVERNANCE	69
PART III		69
ITEM 17	FINANCIAL STATEMENTS	69
ITEM 18	FINANCIAL STATEMENTS	71
ITEM 19	EXHIBITS	71

	Amount (Unaudited)
Debt
Long-term debt (including debt repayable within one year)	$	3,547
Shareholders’ equity
Common shares: unlimited common shares without par value authorized, 24,232,559 common shares issued and outstanding	$	877,772

Warrants	$	378,784
Contributed surplus	$	38,000
Deficit	$	(769,757	)
Total shareholders’ equity
Total capitalization	$	524,763

Description of Expenditure	August 31, 2008	August 31, 2007	August 31, 2006
Oil and Gas Interests	Nil	Nil	Nil
Marketable Securities	Nil	Nil	Nil
Total Expenditures	Nil	Nil	Nil

Natural Gas	Mcf	1,000 cubic feet
	MMcf	1,000,000 cubic feet
	Mcf/d	1,000 cubic feet per day

Oil and Natural Gas Liquids	Bbl	Barrel
	Mbbls	1,000 barrels
	Blpd	Barrels of liquid per day
	Boe	Barrel of oil equivalent (1)
	Bpd	Barrels per day
	Boepd	Barrels of oil equivalent per day
	Bopd	Barrels of oil per day
	NGLs	Natural gas liquids

To Convert From	To	Multiply By

Mcf	Cubic metres		28.317
Cubic metres	Cubic feet		35.494
Bbls	Cubic metres		0.159
Cubic metres	Bbls		6.289
Feet	Metres		0.305
Metres	Feet		3.281
Miles	Kilometers		1.609
Kilometers	Miles		0.621
Acres (Alberta)	Hectares		0.405
Hectares (Alberta)	Acres		2.471

August 31, 2008	Natural Gas Alberta AECO-C Exchange Rate:	6.92 $/Mcf 0.9483 $US/$Cdn.

August 31, 2007	Natural Gas Alberta AECO-C Exchange Rate:	4.65 $/Mcf 0.8980 $US/$Cdn.

August 31, 2006	Natural Gas Alberta AECO-C Exchange Rate:	5.07 $/Mcf 0.9040 $US/$Cdn.

Period	Proved Reserves	Natural Gas Mmcf	Net Present Value discounted at 10%
August 31, 2008	Proved Developed	Nil	$	256
August 31, 2007	Proved Developed	Nil	$	1,000
August 31, 2006	Proved Developed	Nil	$	1,000

	For the Years Ended
Historical Production	August 31, 2008		August 31, 2007		August 31, 2006
Natural Gas – Mcf/d	Nil		Nil		Nil
Natural Gas Prices- $/Mcf	$	9.23	$	9.76	$	10.01
Royalty Costs - $/Mcf	Nil		Nil		$	(0.62	)
Production Costs - $/Mcf	Nil		Nil		$	2.12
Net Back - $/Mcf	$	9.23	$	9.76	$	8.51

	ASSOCIATED AND NON-ASSOCIATED GAS
	Net Proved (Mcf)			Net Probable (Mcf)			Net Proved Plus Probable (Mcf)
At August 31, 2007		90			86			176
Production		(37	)		―			(67	)
Technical Revisions		(8	)		(59	)		(37	)
At August 31, 2008		45			27			72

Property		Associated and Non-Associated Gas (Mcf)
Haynes, Alberta		21

Property	Associated and Non-Associated Gas (Mmcf)
Botha, Alberta	23

Location		Gross Producing Gas Wells				Net Producing Gas Wells				Gross Non-Producing Gas Wells				Net Non-Producing Gas Wells
Alberta			3				5.1975				6				5.1975

Property	Associated and Non-Associated Gas (Mmcf)
Botha, Alberta		23.00
Haynes, Alberta		0.21
TOTAL		23.21

	February 28, 2009				August 31, 2008
	Amount		Fair Value		Amount		Fair Value
Financial assets

Held for trading
Cash and cash equivalents	$	338,375	$	338,375	$	202,726	$	202,726

Loans and receivables
Accounts receivable	$	11,745	$	11,745	$	5,311	$	5,311

Financial liabilities
Other liabilities
Accounts payable and accrued liabilities	$	139,837	$	139,837	$	71,672	$	71,672
Loan payable	$	167,500	$	167,500	$	230,000	$	230,000

	February 28, 2009						February 29, 2008
	Increase 10%			Decrease 10%			Increase 10%			Decrease 10%
Revenue	$	358		$	293		$	179		$	147
Net income (loss)	$	(16,308	)	$	(16,373	)	$	(22,788	)	$	(22,820	)

	As of and for the Years Ended August 31,									As of and for the Six Months Ended
Historical Production	2008			2007			2006			February 28, 2009			February 29, 2008
	(Audited)									(Unaudited)
Natural Gas - Mcf/d	$	―		$	―		$	―		$	2		$	―
Natural Gas - $/Mcf		9.23			9.76		$	10.01			5.32			7.99
Royalty Costs - $/Mcf		―			―		$	(0.62)	)		(1.47)			―
Production Costs - $/Mcf		―			―			(2.12	)		(5.95)			―
Net Back - $/Mcf	$	9.23		$	9.76		$	8.51		$	(2.10)		$	7.99
Revenue
Natural Gas sales	$	292		$	637		$	760		$	325		$	163
Net loss and comprehensive loss for the year/period	$	(50,514	)	$	(39,945	)	$	(51,152	)	$	(16,340	)	$	(22,804	)
Net loss per share	$	(0.006	)	$	(0.006	)	$	(0.008	)	$	(0.002	)	$	(0.004	)
Assets	$	208,486		$	9,746		$	8,298		$	899,357		$	9,746
Liabilities	$	301,672		$	492,606		$	451,213		$	307,337		$	492,606

	As of and for the Years Ended August 31,									As of and for the Six Months Ended
Historical Production	2008			2007			2006			2009			2008
	(Audited)									(Unaudited)
Natural Gas – Mcf/d		―			―			―			2			―
Natural Gas - $/Mcf	$	9.23		$	9.76		$	10.01		$	5.32		$	7.99
Royalty Costs - $/Mcf		―			―		$	(0.62	)		(1.47	)		―
Production Cost $/Mcf		―			―		$	2.12			(5.95	)		―
Net Back - $/Mcf	$	9.23		$	9.76		$	8.51		$	(2.10	)	$	7.99
Revenue
Natural Gas sales	$	292		$	637		$	760		$	325		$	163
Net loss and comprehensive loss for the year/period	$	(50,514	)	$	(39,945	)	$	(51,152	)	$	(16,340	)	$	(22,804	)
Net loss per share	$	(0.006	)	$	(0.006	)	$	(0.008	)	$	(0.002	)	$	(0.004	)

EUGENIC CORP.

By:	/s/ Sandra J. Hall
	Name: Sandra J. Hall
	Title: President and Chief Executive Officer

			PAGE
1. Consolidated Unaudited Interim Financial Statements of Eugenic Corp. for the three and six months ended February 28, 2009 and February 29, 2008, comprised of the following:

	(a)	Consolidated Interim Balance Sheets as at February 28, 2009 and August 31, 2008;	F-2

	(b)	Consolidated Interim Statements of Loss, Comprehensive Loss and Deficit for the three and six months ended February 28, 2009 and February 29, 2008;	F-3

	(c)	Consolidated Interim Statements of Cash Flows for the three and six months ended February 28, 2009 And February 29, 2008;	F-4

	(d)	Notes to Consolidated Interim Financial Statements.	F-5 – F-15

2. Consolidated Audited Financial Statements of Eugenic Corp. for the years ended August 31, 2008, 2007 and 2006, comprised of the following:

	(a)	Auditor’s Report of Schwartz Levitsky Feldman LLP, Chartered Accountants for the years ended August 31, 2008 and 2007;	F-16 – F-17

	(b)	Auditor’s Report of BDO Dunwoody LLP, Chartered Accountants for the year ended August 31, 2006;	F-18 – F-19

	(c)	Consolidated Balance Sheets as at August 31, 2008 and 2007;	F-20

	(d)	Consolidated Statements of Loss, Comprehensive Loss and Deficit for the years ended August 31, 2008, 2007 and 2006;	F-21

	(d)	Consolidated Statements of Cash Flows for the years ended August 31, 2008, 2007 and 2006;	F-22

	(e)	Notes to Consolidated Financial Statements.	F-23 – F-36

3. ProForma Consolidated Unaudited Financial Statements for the year ended August 31, 2008, comprised of the following:

	(a)	Pro Forma Consolidated Statement of Loss and Comprehensive Loss for the six months ended February 28, 2009;	F-37

	(b)	Notes to Pro Forma Consolidated Financial Statements.	F-38-F-40

4. ProForma Consolidated Unaudited Financial Statements for the year ended August 31, 2008, comprised of the following:

	(a)	ProForma Consolidated Statement of Income (Loss) and Comprehensive Income (Loss) for the year ended August 31, 2008;	F-41

	(b)	Notes to Pro Forma Consolidated Financial Statements.	F-42 – F-44

5. Audited Financial Statements of 1354166 Alberta Ltd. from Incorporation October 3, 2007 to August 31, 2008, comprised of the following:

	(a)	Auditor’s Report of Schwartz Levitsky Feldman LLP, Chartered Accountants for the period from Incorporation October 3, 2007 to August 31, 2008;	F-45

	(c)	Balance Sheet as at August 31, 2008;	F-46

	(d)	Statement of Income, Comprehensive Income and Retained Earnings from Incorporation October 3, 2007 to August 31, 2008;	F-47

	(e)	Statement of Cash Flow from Incorporation October 3, 2007 to August 31, 2008;	F-48

	(f)	Notes to Financial Statements.	F-49 – F-60

	Three Months Ended						Six Months Ended
	February 28 2009			February 29 2009			February 28 2009			February 29 2009
				Revised (Note 16)						Revised (Note 16)

Oil and Gas Operations
Revenue	$	260		$	92		$	325		$	163

Operating costs		449						449			-
Depletion		160			6			207			12
		609			6			656			12

Income (loss) from oil and gas operations		(349	)		86			(331	)		151

Expenses
Management fees		3,000			3,000			6,000			6,126
Office and general		104			145			218			216
Professional fees		-			9,175			118			9,308
Transfer and registrar costs		3,535			1,305			4,735			1,305
Head office services		3,480			3,000			6,052			6,000
		10,119			16,625			17,123			22,955

Operating loss for the period		(10,468	)		(16,539	)		(17,454	)		(22,804	)

Other income
Interest		747			-			1,114			-

Net loss and comprehensive loss for the period		(9,721	)		(16,539	)		(16,340	)		(22,804	)

Deficit, beginning of period		(706,284	)		(655,416	)		(699,665	)		(649,151	)

Deficit, end of period	$	(716,005	)	$	(671,955	)	$	(716,005	)	$	(671,955	)

Loss per share, basic and diluted	$	(0.001	)	$	(0.003	)	$	(0.002	)	$	(0.00 4	)

Weighted average shares outstanding, basic and diluted		10,709,336			6,396,739			10,218,101			6,396,739

(i)	Consideration:
	Issuance of 8,910,564 Eugenic units at $0.05 per unit	$	445,528
	Transaction costs		10,000
	Total consideration	$	455,528

	Allocated to:
	Oil and gas interests		538,995
	Notes payable and working capital deficit		(79,963	)
	Asset retirement obligation		(3,504	)
	Net assets acquired	$	455,528

	Incurred transaction costs:
	Financial advisory, legal and other expenses	$	10,000

		February 28, 2009				August 31, 2008
Investments in quoted companies (market value $1 (August 31, 2008 - $1))		$	1			$	1

	February 28, 2009

Net book value at August 31, 2008	$	448
Acquisition of 1354166 Alberta Ltd.		538,995
Accumulated depletion		(207	)
	$	539,236

	February 28, 2009
Balance, beginning of period	$	-
Liabilities assumed on acquisition of 1354166 Alberta Ltd.		3,504
Accretion expense		1
Balance, February 28, 2009	$	3,505

Common Shares	Number		Amount
Balance at August 31, 2008		10,471,739	$	467,604
February 5, 2009 private placement (note a)		2,600,000		67,600
February 25, 2009 private placement (note b)		1,000,256		26,007
February 27, 2009 acquisition (note c)		8,910,564		284,061
February 27, 2009 debt conversion (note d)		1,250,000		32,500
Balance at February 28, 2009		24,232,559	$	877,772

Warrants	Number		Exercise Price		Expiry Date	Amount
Balance at August 31, 2008		2,575,000	$	0.20	April 14, 2011	$	100,875
February 5, 2009 private placement (note a)		2,600,000	$	0.07	February 5, 2014		62,400
February 25, 2009 private placement (note b)		1,000,256	$	0.07	February 25, 2014		24,006
February 27, 2009 acquisition (note c)		8,910,564	$	0.07	February 27, 2014		161,467
February 27, 2009 debt conversion (note d)		1,250,000	$	0.07	February 27, 2014		30,000
Balance at February 28, 2009		16,335,820				$	378,748

	August 31, 2008			February 29, 2009
Fair value per warrant	$	0.06		$	0.05
Risk-free interest rate		3	%		3	%
Expected volatility		129	%		162% -170	%
Expected life (years)		3			5
Expected dividend yield		n/a			n/a

	Three Months Ended February 28				Six Months Ended February 28
	2009		2008		2009		2008
Weighted average shares outstanding, basic		10,709,336		6,396,739		10,218,101		6,396,739
Dilutive effect of warrants		2,812,593		-		2,502,184		-
Weighted average shares outstanding, diluted		13,521,929		6,396,739		12,720,285		6,396,739

	February 28,		February 29,
	2009		2008

Management fees to the President and Director of the Company	$	6,000	$	6,000