UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 4, 2011 (February 28, 2011)
AMERICAN LIBERTY PETROLEUM CORP.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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333-156077
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98-0599151
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(State of Incorporation)
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(Commission File Number)
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(IRS employer identification no.)
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4900 California Ave, Tower B-210
Bakersfield, CA 93309
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (661) 377-2911
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation
On February 28, 2011, American Liberty Petroleum Corp. (the “Company”) and Keyser Resources, Inc., a Nevada corporation (“Keyser”), extended the maturity dates of two Promissory Notes that the Company had executed in favor of Keyser.
On December 6, 2010, the Company borrowed $290,000 from Keyser (the “Initial Loan”). On January 7, 2011, the Company borrowed $200,000 from Keyser (the “Second Loan”). Both the Promissory Note (the “Initial Note”) executed by the Company in connection with the Initial Loan and the Promissory Note (the “Second Note”) executed by the Company in connection with the Second Loan contained the following payment terms: (a) the unpaid principal amount accrued interest at the rate of six percent (6%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon was due and payable on February 28, 2011, and (c) the unpaid principal and accrued but unpaid interest could be prepaid in whole or in part at the option of the Company,
without penalty or premium. Neither the Initial Note nor the Second Note was secured by any assets of the Company. Alvaro Vollmers, the sole director and officer of the Company, is also the sole officer and director of Keyser.
On February 28, 2011, the Company executed an Amended and Restated Promissory Note that amends and restates the Initial Note in its entirety, but extends the maturity date to March 31, 2011, and an Amended and Restated Promissory Note that amends and restates the Second Note in its entirety, but extends the maturity date to March 31, 2011.Except for the extension of the maturity date, the terms of payment (including the interest rate) remain the same. Neither of the Amended and Restated Notes is secured by any assets of the Company.
The execution of the Initial Note was disclosed on the Company’s Current Report on Form 8-K filed on December 9, 2010, which is incorporated by reference into this Item 2.03. The execution of the Second Note was disclosed on the Company’s Current Report on Form 8-K filed on January 11, 2011, which is incorporated by reference into this Item 2.03.
The proceeds of the Initial Note and the Second Note were used to make payments of $250,000 and $200,000, respectively, pursuant to an Option Agreement dated May 11, 2010, between the Company and Desert Discoveries, LLC, a Nevada limited liability company. Under the Option Agreement, Desert Discoveries, LLC granted the Company an option (the “Option”) to purchase its interest in five oil and gas leases located in Nevada, subject to the Company’s performance of its obligations under the Option Agreement. The execution of the Option Agreement was disclosed on the Company’s Current Report on Form 8-K filed on May 17, 2010, which is incorporated by reference into this Item 2.03.
The Board of Directors of the Company has approved a series of transactions that will result in the sale of substantially all of the assets of the Company, including the Option Agreement, to Keyser. The approval of the sale of substantially all of the assets of the Company, to be accomplished by a merger transaction between a wholly-owned subsidiary of the Company and Keyser, was disclosed on the Company’s Current Report on Form 8-K filed on January 27, 2011 (the “January 27 Current Report”), which is incorporated by reference into this Item 2.03. The extension of the maturity dates of the Initial Loan and the Second Loan is intended to allow the Company and Keyser additional time to complete the sale. As previously disclosed in
the January 27 Current Report, part of the consideration for the anticipated merger transaction will be that Keyser will forgive the payment of the Initial Note and the Second Note.
In addition, on February 28, 2011, the Company borrowed $50,000 from Keyser (the “Third Loan”). The Promissory Note (the “Third Note”) executed by the Company in connection with the Third Loan contained the following payment terms: (a) the unpaid principal amount accrues interest at the rate of six percent (6%) per annum, (b) the unpaid principal and all accrued but unpaid interest thereon will be due and payable on March 31, 2011, and (c) the unpaid principal and accrued but unpaid interest may be prepaid in whole or in part at the option of the Company, without penalty or premium. The Third Note is not secured by any assets of the Company. The proceeds of the Third Note will be used for general operating purposes.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 4, 2011
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AMERICAN LIBERTY PETROLEUM CORP. | |||
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By:
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/s/ Alvaro Vollmers
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President
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