Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Avant Diagnostics, Inc | v235086_ex31-2.htm |
| EX-10.8 - EXHIBIT 10.8 - Avant Diagnostics, Inc | v235086_ex10-8.htm |
| EX-32.1 - EXHIBIT 32.1 - Avant Diagnostics, Inc | v235086_ex32-1.htm |
| EX-10.7 - EXHIBIT 10.7 - Avant Diagnostics, Inc | v235086_ex10-7.htm |
| EX-31.1 - EXHIBIT 31.1 - Avant Diagnostics, Inc | v235086_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2011
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER 000-54004
AMERICAN LIBERTY PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0599151
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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4900 California Ave, Tower B-210
Bakersfield, CA 93309
(Address of principal executive offices)
(661) 377-2911
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of September 19, 2011, there were 104,804,167 shares of the registrant’s common stock, $0.00001 par value, issued and outstanding.
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Page
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PART I
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FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Consolidated Balance Sheets – July 31, 2011 (Unaudited) and October 31, 2010
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3
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Consolidated Statements of Operations (Unaudited) – the three and nine-month periods ended July 31, 2011 and 2010, and for the period from October 16, 2008 (Inception) to July 31, 2011
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4
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Consolidated Statements of Cash Flows (Unaudited) – the nine-month periods ended July 31, 2011 and 2010, and for the period from October 16, 2008 (Inception) to July 31, 2011
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5
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Notes to the Consolidated Financial Statements (Unaudited)
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6
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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16
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Item 4. Controls and Procedures
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16
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PART II
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OTHER INFORMATION
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Item 1. Legal Proceedings
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17
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Item 1A. Risk Factors
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17
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3. Defaults Upon Senior Securities
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17
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Item 4. (Removed and Reserved)
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18
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Item 5. Other Information
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18
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Item 6. Exhibits
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18
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EX-10.7
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EX-10.8
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EX-31.1
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EX-31.2
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EX-32.1
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Signatures
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19
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-2-
PART I - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS.
AMERICAN LIBERTY PETROLEUM CORP.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
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July 31,
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October 31,
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||||||
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2011
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2010
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$ | 17,426 | $ | 28,318 | ||||
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Prepaid assets
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416,667 | 114,198 | ||||||
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Other Receivable
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18,656 | - | ||||||
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Total current assets
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452,749 | 142,516 | ||||||
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Oil and gas properties (full cost method)
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1,024,834 | 515,942 | ||||||
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Total assets
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1,477,583 | 658,458 | ||||||
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current Liabilities
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Accounts payable and accrued liabilities
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$ | 28,535 | $ | 22,072 | ||||
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Total liabilities
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28,535 | 22,072 | ||||||
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Commitments
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SHAREHOLDERS' EQUITY
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Common Stock, $.00001 par value, 450,000,000 authorized 104,804,167 and 93,637,500 issued and outstanding at July 31, 2011 and October 31, 2010, respectively
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1,048 | 936 | ||||||
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Additional paid in capital
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2,171,109 | 1,033,135 | ||||||
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Deficit accumulated during the exploration stage
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(723,109 | ) | (397,685 | ) | ||||
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Total shareholders' equity
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1,449,048 | 636,386 | ||||||
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Total liabilities and shareholders' equity
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$ | 1,477,583 | $ | 658,458 | ||||
The accompanying notes form an integral part of these financial statements
-3-
AMERICAN LIBERTY PETROLEUM CORP.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED JULY 31, 2011 AND 2010 AND PERIOD
FROM OCTOBER 16, 2008 (INCEPTION) THROUGH JULY 31, 2011
(Unaudited)
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Three Months Ended
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Nine Months Ended
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Inception
Through
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July 31,
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July 31,
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July 31,
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2011
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2010
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2011
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2010
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2011
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Operating expenses
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General and administrative
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$ | 72,571 | $ | 220,988 | $ | 315,538 | $ | 306,513 | $ | 713,223 | ||||||||||
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Loss from Operations
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(72,571 | ) | (220,988 | ) | (315,538 | ) | (306,513 | ) | (713,223 | ) | ||||||||||
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Interest expense
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- | - | (9,886 | ) | - | (9,886 | ) | |||||||||||||
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Net loss
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$ | (72,571 | ) | $ | (220,988 | ) | $ | (325,424 | ) | $ | (306,513 | ) | $ | (723,109 | ) | |||||
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Net loss per share:
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Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Weighted average shares outstanding:
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Basic and diluted
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104,804,167 | 136,977,853 | 97,845,221 | 162,884,753 | ||||||||||||||||
The accompanying notes form an integral part of these financial statements
-4-
AMERICAN LIBERTY PETROLEUM CORP.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2011 AND 2010 AND PERIOD
FROM OCTOBER 16, 2008 (INCEPTION) THROUGH JULY 31, 2011
(Unaudited)
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Inception
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Nine Months Ended
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Through
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July 31,
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July 31,
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|||||||||||
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2011
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2010
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(325,424
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)
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$
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(306,513
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)
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$
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(723,109
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)
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Adjustment to reconcile net loss to net cash used in operating activities
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Donated consulting services and expenses
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-
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-
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6,500
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Imputed interest on related party advance
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-
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-
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2
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Changes in:
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Prepaid assets
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(259,269
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)
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(156,250
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)
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(373,467
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)
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Other receivable
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(18,656
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) |
-
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(18,656
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) | |||||||
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Accounts payable and accrued liabilities
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16,349
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65,523
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38,421
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NET CASH USED IN OPERATING ACTIVITIES
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(587,000
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)
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(397,240
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)
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(1,070,309
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)
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Capital expenditures
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(508,892
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)
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(175,000
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)
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(722,765
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)
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NET CASH USED IN INVESTING ACTIVITIES
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(508,892
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)
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(175,000
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(722,765
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)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from the sale of common stock
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500,000
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600,000
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1,225,500
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Proceeds from notes payable - related party
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585,000
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-
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585,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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1,085,000
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600,000
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1,810,500
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NET CHANGE IN CASH
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(10,892
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)
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27,760
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17,426
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Cash, beginning of period
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28,318
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-
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-
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Cash, end of period
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$
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17,426
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$
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27,760
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$
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17,426
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash paid for interest
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$
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-
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$
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-
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$
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-
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Cash paid for income taxes
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$
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-
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$
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-
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$
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-
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Non cash transactions:
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Common stock issued as compensation
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$
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43,200
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$
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-
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$
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43,200
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Common stock and warrants issued to convert notes payable and accrued interest
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$
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594,886
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$
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-
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$
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594,886
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Common stock and warrants issued for oil and gas leases
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$
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-
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$
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302,069
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$
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302,069
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The accompanying notes form an integral part of these financial statements
-5-
AMERICAN LIBERTY PETROLEUM CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2011
(Unaudited)
Note 1 – Basis of Presentation
The accompanying unaudited interim financial statements of American Liberty Petroleum Corp. (“ALP” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, these financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of July 31, 2011 and for all interim periods presented herein have been reflected in these financial statements and the notes thereto. Interim results for the three and nine months period ended July 31, 2011 are not necessarily indicative of the results to be expected for the fiscal year as a whole. These financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “ALP” and “the Company” mean American Liberty Petroleum Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. Dollars unless otherwise stated.
Note 2 - Oil and Gas Properties
The Company follows the full cost accounting method to account for oil and gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to income.
The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable oil and gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.
Oil and gas properties at July 31, 2011 consist of the acquisition and geologic costs incurred by the Company.
-6-
Note 3 – Notes payable – related party
In December 2010, the Company borrowed $290,000 from Keyser Resources, Inc., a Nevada corporation (“Keyser”). The Promissory Note representing the loan bore interest at 6% and was due on March 31, 2011.
In January 2011, the Company borrowed $200,000 from Keyser. The Promissory Note representing the loan bore interest at 6% and was due on March 31, 2011.
On February 28, 2011 and March 8, 2011, Keyser loaned the Company an aggregate amount of $95,000, to be used for general operating expenses. The Promissory Notes representing these loans bore interest at 6% and were due on March 31, 2011.
On March 28, 2011 the maturity date of each of the aforementioned Promissory Notes was extended to April 30, 2011.
At the time of the above transactions, Alvaro Vollmers, the sole director and officer of the Company, was the sole director and officer of Keyser. Mr. Vollmers resigned as a director and officer of Keyser on March 29, 2011.
On April 13, 2011, the Promissory Notes and related accrued interest were canceled. In exchange, the holder of the Notes, New World Petroleum Investments, received 10,500,000 shares of the Company’s Common Stock and a warrant to purchase an additional 10,500,000 shares of the Company’s Common Stock at $0.09 per share (the “New World Warrant”). See Note 5 below. There was no gain or loss upon the cancellation of the notes.
Note 4 – Related Party Transactions
In February 2010, the Company agreed to pay director fees of $8,500 per month to Diamante Services Ltd. in exchange for Mr. Alvaro Vollmers’ services as director of the Company. Included in accounts payable at July 31, 2011 is $6,504 due to Diamante Services Ltd.
During the quarter ended July 31, 2011, Mr. Vollmers paid certain Company expenses in the amount of $7,559, which were reimbursed by the Company.
Note 5 – Common Stock
On April 12, 2011, the Company entered into an agreement to issue 100,000 shares of Common Stock to Vincent Ramirez, pursuant to an Independent Contractor Agreement between the Company and Mr. Ramirez. The Company has authorized the issuance of 100,000 shares of Common Stock to Mr. Ramirez pursuant to this Independent Contractor Agreement, although the shares have not been issued as of the date of this filing. The fair market value of the shares was $5,700 on the date of grant. The value of the shares was recorded as a prepaid asset for future services to be provided over a six month term.
On April 13, 2011, the Promissory Notes and related accrued interest were canceled. In exchange, the holder of the Notes, New World Petroleum Investments, received 10,500,000 shares of the Company’s Common Stock (equivalent to a price of $.057 per share) and the New World Warrant. The New World Warrant expires in April 2014 and had a fair market value of $0.00 on the date of issuance. The fair value is determined using the Black-Scholes option pricing model and the following assumptions, expected volatility of zero, risk-free interest rate of 1.9%, expected life of 3 years and no dividends or forfeitures. There was no gain or loss upon the cancellation of the notes.
On June 6, 2011, the Company completed a private placement of 466,667 Units to New World Petroleum Investments. Each Unit consisted of one share of Common Stock, and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.95 per share at any time until June 6, 2014. The Company sold each Unit at a price of $.75 per Unit, which represents total proceeds of $350,000.
On June 11, 2011, the Company completed a private placement of 200,000 Units to New World Petroleum Investments. Each Unit consisted of one share of Common Stock, and a Warrant. Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.95 per share at any time until June 11, 2014. The Company sold each Unit at a price of $.75 per Unit, which represents total proceeds of $150,000. For each of the private placements to New World that took place on June 6 and June 11, 2011, the relative fair value of the Warrants issued was approximately 46% of the proceeds.
On June 30, 2011, the Company authorized the issuance of 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. Such shares have not been issued as of the date of this filing. The aggregate fair market value of the shares was $37,500 on the date of grant. The value of the shares was recorded as a prepaid asset for future services to be provided over a six month term.
None of the securities issued in transactions described in this Note 5 to the Financial Statements will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and accordingly will be subject to all applicable restrictions on sale under such laws.
-7-
Note 6 – Commitments
On May 11, 2010, ALP and Desert Discoveries, LLC, a Nevada limited liability company (“Desert Discoveries”), entered into an Option Agreement (as amended, the “Option Agreement”) under which Desert Discoveries granted ALP an option (the “Desert Discoveries Option”) to purchase Desert Discoveries’ interest in five oil and gas leases covering an aggregate of 9,877.28 acres of land in Nye, Esmeralda and Mineral Counties, Nevada (the “Original Leases”). As partial consideration for the Desert Discoveries Option, ALP paid a signing fee and an initial option fee totaling $300,000, and placed another $600,000 in an escrow account, a portion of which which Desert Discoveries used to develop the Original Leases prior to their acquisition by ALP. On February 11, 2011, the Company and Desert Discoveries further amended the Option Agreement by entering into a Second Amendment to Option Agreement. The Second Amendment added another 60% working interest in a new lease (the “Cortez Lease”), in the same formations as the Original Leases, as part of the interests to be purchased under the Option Agreement, and extended the end of the option exercise period from March 4, 2011 to June 11, 2011. The Company placed an additional $250,000 in the escrow account. On June 9, 2011, the Company and Desert Discoveries executed a Third Amendment to Option Agreement, which extended the end of the option exercise period from June 11, 2011 to June 30, 2011.
On June 27, 2011 (the “Closing Date”), the Company exercised the Desert Discoveries Option by paying the $100,000 purchase price to Desert Discoveries. On the Closing Date, Desert Discoveries assigned all of its right, title and interest in and to the Original Leases, and a 60% interest in the Cortez Lease, to the Company by filing lease assignments with the US Office of the Interior, Bureau of Land Management. As contemplated by the Option Agreement, on August 3, 2011, the Company entered into two separate joint operator agreements for the development of the Original Leases and the Cortez Lease. See Note 8 – Subsequent Events.
In addition to the cash payments, as partial consideration under the Option Agreement, the Company issued 1,500,000 shares of Common Stock (the “Restricted Shares”) to Desert Discoveries, along with warrants to purchase 1,600,000 shares of Common Stock for $0.75 per share (the “Warrants”), at any time until May 11, 2015. The Restricted Shares issued to Desert Discoveries were not registered under the Securities Act or any state securities laws, and are subject to all applicable restrictions on sale under such laws. The Common Stock and Warrants were valued at $85,714 and $91,355, respectively, and are included in Oil and Gas Properties. In addition, the Restricted Shares and Warrants were subject to the following restrictions on transfer and exercise, respectively:
-8-
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-
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500,000 of the Restricted Shares became transferrable, and 500,000 of the Warrants became exercisable, on July 4, 2010;
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|
|
-
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500,000 of the Restricted Shares became transferrable, and 500,000 of the Warrants became exercisable, on January 4, 2011; and
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-
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500,000 of the Restricted Shares became transferrable, and 600,000 of the Warrants became exercisable, on July 4, 2011.
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On January 24, 2011, the Company entered into a series of transactions that, if consummated, would have resulted in the sale of substantially all of the assets of the Company. The sale was to be accomplished by the merger of its wholly owned subsidiary. True American Energy Corporation, a Nevada corporation (“TAEC”), with and into Keyser, with Keyser being the surviving corporation (the “Merger”). Because the Company had transferred the Option Agreement to TAEC on January 3, 2011, the Option Agreement would be owned by Keyser after the Merger, with Keyser assuming the rights, duties and obligations of the Company under the Option Agreement.
Subsequent to entering into the Merger Agreement, the Company’s management decided to abandon the proposed Merger. The Company, TAEC and Keyser entered into a Termination Agreement dated March 18, 2011 terminating the Agreement and Plan of Merger between the parties. The termination of the Merger Agreement was disclosed on the Company’s Current Report on Form 8K filed on March 21, 2011.
The prepaid asset balance of $416,667 as of July 31, 2011 includes payments of $381,029 in the escrow account that have not yet been used for exploration costs.
Note 7 – Going Concern
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through private placements, public offerings and/or bank financings necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financings are insufficient to support the Company’s working capital requirements, the Company will have to raise additional working capital from alternative financing sources. No assurance can be given that alternative financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, then the Company may not be able to continue its operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 8 – Subsequent Events
The Company has entered into two separate joint operator agreements for the development of the Original Leases and the Cortez Lease: (i) that certain Operating Agreement dated August 2, 2011 by and among Independence Drilling, LLC, a Nevada limited liability company (“Operator”), Desert Discoveries, Edward Traub (“Traub”), and the Company (the “Independence Operating Agreement”) for the development of the Original Leases and (ii) that certain Operating Agreement dated August 2, 2011 by and among Operator, Desert Discoveries, Cortez Exploration, LLC, a Nevada limited liability company (“Cortez”), Punto De Luz, LLC, a Nevada limited liability company, Traub, and the Company (the “Cortez Operating Agreement”) for the development of the Cortez Lease. As of the date of this filing, Traub has not signed either Operating Agreement.
Under the Independence Operating Agreement, Independence will act as Operator to explore and develop oil and gas on the property covered by the Original Leases according to the Phase I Work Plan (the “Work Plan”) set forth in the Option Agreement. The Independence Operating Agreement provides that expenses associated with the Work Plan shall be paid first out of the Escrow Funds not yet used to develop the Original Leases or the Cortez Lease, and then from the $100,000 purchase price paid by the Company to Desert Discoveries to exercise the Option. After these funds have been spent, the Company will have a 75% working interest in the Original Leases (meaning that the Company will bear 75% of the costs and expenses pursuant to the Operating Agreement) in return for a 63.375% net revenue interest in the Cortez Lease.
Under the Cortez Operating Agreement, Independence will act as Operator to explore and develop oil and gas on the property covered by the Cortez Lease according to the Work Plan. The Cortez Operating Agreement provides expenses associated with the Work Plan shall be paid first out of the Escrow Funds not yet used to develop the Original Leases or the Cortez Lease. After these funds have been spent, the Company will have a 60% working interest in the Original Leases in return for a 48% net revenue interest in the Cortez Lease.
-9-
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements”. These forward-looking statements, which may be identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. The Company’s forward-looking statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company cautions readers not to place undue reliance upon any forward-looking statement contained in this Quarterly Report. Forward-looking statements speak only as of the date they were made and the Company assumes no obligation to update or revise any such statements upon any change in applicable circumstances.
OVERVIEW
The Company was incorporated on October 16, 2008 in the State of Nevada as “Oreon Rental Corporation”. At the time of its incorporation, the management of the Company intended to operate electronics rental stores in Ternopil and other similar cities throughout Ukraine. However, at the time of its incorporation and its initial public offering of common stock in October 2008, the Company did not own any such stores, nor did it have any ongoing business operations. The Company underwent a change in management in January 2010. Following the change in management, the Company decided not to proceed with its original plan of operations and to shift its business focus to that of an independent oil and gas company engaged in the acquisition, drilling and production of oil and natural gas properties and prospects. The Company anticipates implementing this new business focus by pursuing interests in oil and natural gas properties by acquiring leases, such as the Original Leases and the Cortez Lease described below. The Company plans to act as a non-operator, which means the Company will not directly manage exploration, drilling or development activities, but instead will seek joint ventures with oil and gas companies that have exploration, development and drilling expertise.
Option Agreement
On May 11, 2010, the Company and Desert Discoveries entered into an Option Agreement, under which Desert Discoveries granted the Company an option to purchase Desert Discoveries’ interest in the Original Leases covering an aggregate of 9,877.28 acres of land located in Nye, Esmeralda and Mineral Counties, Nevada, subject to the Company’s performance of its obligations under the Option Agreement. On February 11, 2011, the Company and Desert Discoveries amended the Option Agreement to add a 60% working interest in the Cortez Lease, as part of the interests to be purchased under the Option Agreement.
During the period beginning on May 11, 2010 and ending June 27, 2011, the Company paid Desert Discoveries option fees totaling $1,150,000 in order to acquire the option to purchase the Original Leases and the Cortez Lease. Of the $1,150,000, $850,000 was placed into escrow to pay for expenses associated in exploring and developing the Original Leases and the Cortez Lease (the “Escrow Funds”).
On June 27, 2011 (the “Closing Date”), the Company exercised the Desert Discoveries Option by paying the $100,000 purchase price to Desert Discoveries. On the Closing Date, Desert Discoveries assigned all of its right, title and interest in and to the Original Leases, and a 60% interest in the Cortez Lease, to the Company by filing lease assignments with the US Office of the Interior, Bureau of Land Management (“BLM”). A description of each Original Lease and the Cortez Lease, and the working interests and net revenue interests in the Original Leases and the Cortez Lease that were conveyed to the Company, are set forth below. The Cortez Lease is BLM Lease NVN59901; the remaining leases listed constitute the Original Leases:
-10-
|
Lease (BLM
Lease
Serial Number):
|
Property
Description:
|
Gross
Acres:
|
Working
Interest:
|
Net
Revenue
Interest:
|
|||||||||||
|
1. NVN086972
|
T: 12N, R: 35E, Meridian: MDM, State: NV, County: Nye
Sec. 1, Lots 1-4, S2N2, S2;
Sec. 2, Lots 1-4, S2N2, S2;
Sec. 3, Lots 1-4, S2N2, S2;
Sec. 4, Lots 1-4, S2N2, S2.
|
2,557.28 | 75 | % | 63.375 | % | |||||||||
|
2. NVN085029
|
T: 06N, R: 37 1/2 E, Meridian: MD, State: NV, County: Esmeralda & Mineral Sec. 007, PROT ALL;
Sec. 008, PROT ALL;
Sec. 009, PROT ALL.
|
1,596.00 | 75 | % | 63.375 | % | |||||||||
|
3. NVN084761
|
T: 0050N, R: 0380E, Meridian: MDM, State: NV, County: Esmeralda
Sec. 005, PROT ALL;
Sec. 006, PROT ALL;
Sec. 007, PROT ALL;
Sec. 008, PROT ALL.
|
2,547.00 | 75 | % | 63.375 | % | |||||||||
|
4. NVN083825
|
T: 0050N, R: 38E, Meridian: 21 MDM, State: NV, County: Esmeralda
Sec. 30, PROT ALL.
|
640.00 | 75 | % | 63.375 | % | |||||||||
|
5. NVN084762
|
T: 0050N, R: 0380E, Meridian: MDM, State: NV, County: Esmeralda
Sec. 017, PROT ALL;
Sec. 018, PROT ALL;
Sec. 019, PROT ALL;
Sec. 020, PROT ALL.
|
2,537.00 | 75 | % | 63.375 | % | |||||||||
|
6. NVN59901 (the “Cortez Lease”
|
T: 12N, R: 34E, Meridian: MDM, State: NV, County: Nye Sec. 1: Lots 1-4, S1/2 N1/2, S1/2
Sec. 12: All
|
3,840.56 | 60 | % | 48 | % | |||||||||
|
Sec. 13: All
Sec. 24: All
Sec. 25: All
Sec. 36: All
T: 12N, R: 35E, Meridian: MDM, State: NV, County: Nye
Sec. 13: All
Sec. 23: All
Sec. 24: W1/2
Sec. 26: NW 1/4
Sec. 27: All
Sec. 28: All
Sec. 29: All
Sec. 30: Lots 1-4, E1/2 W1/2, E12
Sec. 31: Lots 1-4, E1/2 W1/2, E12
Sec. 32: All
Sec. 33: All
Sec. 34: NW 1/4
|
|||||||||||||||
-11-
The Option Agreement also grants to Desert Discoveries a right of first refusal to participate in any future stock offerings after the Closing Date, at the greater of one cent ($0.01) or the then-actual offering price to the extent required to maintain Desert Discoveries’ ownership interest in the Company on the closing date. If the Company proposes to make an offering of shares or securities convertible into shares of Common Stock, the Company shall notify Desert Discoveries of its right to purchase its pro rata share of such convertible securities, defined as the ratio between the number of outstanding shares of Common Stock owned by Desert Discoveries and the aggregate number of shares of Common Stock owned by all stockholders, on a fully diluted basis. Desert Discoveries may exercise its rights of first refusal by providing written notice to the Company within 10 days of receiving the Company’s notice. If Desert Discoveries does not timely exercise its rights of first refusal, or only exercises them as to certain of the securities that it could purchase, then the Company may sell those remaining securities to another party on the same conditions as were offered to Desert Discoveries for 90 days after the end of the Desert Discoveries’ 10-day option period. The rights of first refusal granted to Desert Discoveries do not apply to stock dividends, securities issued in exchange of other securities of the Company, or in connection with the acquisition of another company by the Company in a merger or asset purchase, securities issuable under stock options or instruments convertible into shares of the Company that are currently outstanding, and any options or shares of securities that may be granted under any employee stock option plan.
Joint Operating Agreements
As contemplated by the Option Agreement, on August 2, 2011, the Company entered into two separate joint operator agreements: (i) that certain Operating Agreement by and among Independence Drilling, LLC, a Nevada limited liability company (“Operator” or “Independence”), Desert Discoveries, Edward Traub (“Traub”), and the Company (the “Independence Operating Agreement”) for the development of the Original Leases and (ii) that certain Operating Agreement among Operator, Desert Discoveries, Cortez Exploration, LLC, a Nevada limited liability company (“Cortez”), Punto De Luz, LLC, a Nevada limited liability company, Traub, and the Company (the “Cortez Operating Agreement”) for the development of the Cortez Lease. The Independence Operating Agreement is attached as Exhibit 10.7, and the Cortez Operating Agreement is attached as Exhibit 10.8 to this Quarterly Report on Form 10-Q. As of the filing date, Traub has not signed either Operating Agreement.
Under the Independence Operating Agreement, Independence will act as Operator to explore and develop oil and gas on the property covered by the Original Leases according to the Phase I Work Plan (the “Work Plan”) set forth in the Option Agreement. The Independence Operating Agreement provides that expenses associated with the Work Plan shall be paid first out of the Escrow Funds not yet used to develop the Original Leases or the Cortez Lease, and then from the $100,000 purchase price paid by the Company to Desert Discoveries to exercise the Option. After these funds have been spent, the Company will have a 75% working interest in the Original Leases (meaning that the Company will bear 75% of the costs and expenses pursuant to the Operating Agreement) in return for a 63.375% net revenue interest in the Cortez Lease.
Under the Cortez Operating Agreement, Independence will act as Operator to explore and develop oil and gas on the property covered by the Cortez Lease according to the Work Plan. The Cortez Operating Agreement provides expenses associated with the Work Plan shall be paid first out of the Escrow Funds not yet used to develop the Original Leases or the Cortez Lease. After these funds have been spent, the Company will have a 60% working interest in the Original Leases in return for a 48% net revenue interest in the Cortez Lease.
OIL AND GAS PROPERTIES:
Gabbs Project,
Nye County, Nevada
The Operator is continuing to evaluate the area for oil and gas potential. Continued evaluation of Mesozoic and Paleozoic strata is underway.
Kibby Flat Project,
Esmeralda County, Nevada
The Operator is continuing to evaluate the area for oil and gas potential. It is expected that the Operator and its consultants will finish its exploration and evaluation report by October 2011. The report will cover the Kibby Flat and Gabbs areas, since they are believed to be connected. The report will include a set of maps for the Miocene strata, which identifies the regional paleogeography, fetch area for oil and gas capture, potential reservoir rocks, source rocks and trap configurations.
Cortez Lease
Nye County, NV
The Paradise Unit 2-12 well located on the Cortez Lease was drilled and swab tested in November 2010, before the Company acquired its option to purchase the Cortez Lease. In June 2011, the Operator received approval from the BLM to put the well on production using a conventional rod pump, and the well was swab tested in August 2011. Oil was recovered but limited inflow was observed. In August 2011 the Operator filed proposed changes with the BLM to produce through a temporary test separator, and to perform a solvent wash to remove paraffin, and to acidize the formation to improve inflow. The pump is on location, and installation is still in progress.
-12-
To date, the Operator has spent approximately $501,662 on the exploration and production of the Paradise Unit 2-12 well, as well as exploration in the Original Leases. The source of the funds to date is the Escrow Funds, according to the Operating Agreements. Therefore, approximately $348,338 remains of the Escrow Funds.
Independent Contractor Agreement; Establishment of Advisory Board
Effective as of April 12, 2011, the Company entered into an agreement with Vincent Ramirez, pursuant to which Mr. Ramirez will provide services to the Company similar to those provided by a Vice President of Operations (the “Independent Contractor Agreement”). Mr. Ramirez will perform the services as an independent contractor, and not as an employee, of the Company. Instead of receiving cash compensation, Mr. Ramirez was entitled to receive 100,000 shares of Common Stock when the Independent Contractor Agreement was signed, and will receive an additional 100,000 on each 6-month anniversary date. The Independent Contractor Agreement expires at the end of the initial 180-day period, but automatically renews for an additional 180-day period unless terminated in accordance with the Agreement. The Company has authorized the issuance of 100,000 shares of Common Stock to Mr. Ramirez pursuant to this Independent Contractor Agreement, although the shares have not been issued as of the date of this filing. See Part II, Item 2, “Unregistered Sales of Equity Securities.”
The Company has established an Advisory Board. To date, James E. Melland and Dr. Alfred H. Pekarek have agreed to serve on the Advisory Board. Mr. Melland is a licensed professional petroleum engineer (KS & CA) and a licensed professional geologist (CA), and has previously worked as petroleum appraisal engineer for the Kern County’s Assessor Office, as geological engineer and petroleum engineer for Shell Oil Company, operations engineer for Occidental Petroleum Company, consulting geologist for Texaco E&P and Mobil E&P. His firm, Melland Engineering, Inc., acts as a consultant to the Company. Dr. Pekarek is a geologist with 36 years of oil and gas experience, having worked for Wexpro and at Husky Oil Company as geologist in charge of the Railroad Valley, NV, exploration program, and his current consulting work include oil and gas exploration, and prospect development and drilling, primarily in the Mid-Continent, Rocky Mountains, and Basin and Range Province. Dr. Pekarek currently teaches a variety of geology courses, including petroleum geology, at St. Cloud State University.
In consideration for their respective services, Mr. Melland and Mr. Pekarek will each receive 25,000 shares of Common Stock on each June 30 and December 31 of each calendar year of service. The Company authorized the issuance of 25,000 shares of Common Stock to each of Mr. Melland and Dr. Pekarek on June 30, 2011, but such shares have not yet been issued. See Part II, Item 2, “Unregistered Sales of Equity Securities”. Neither the shares of Common Stock issued to Mr. Ramirez under the Independent Contractor Agreement, nor the shares of Common Stock issued to Mr. Melland and Mr. Pekarek under their respective agreements with the Company, will be registered under the Securities Act, or any state securities laws, and accordingly will be subject to all applicable restrictions on sale under such laws.
PLAN OF OPERATION
Limited Operating History; Need for Additional Capital
There is no meaningful historical financial information about us upon which to base an evaluation of our performance. We are in Exploration Stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
We are seeking additional equity financing in order to obtain the capital required to continue operating our business. From December 2010 to March, 2011, the Company issued promissory notes totaling $585,000 in order to obtain the funds necessary to make required payments under the Desert Discoveries Option Agreement and for general operating purposes. In April 2011, the notes and related accrued interest were exchanged for 10,500,000 shares of the Company’s common stock and a warrant to purchase an additional 10,500,000 shares of the Company’s common stock at $0.09 per share, expiring in April 2014. See Note 3 to the Financial Statements. In June 2011, the Company issued 666,667 shares of its Common Stock in a private placement, for total proceeds of $500,000. See Note 5 to the Financial Statements.
On June 27, 2011, the Company paid $100,000 of the purchase price for the Original Leases.
-13-
We anticipate that we will incur the following expenses over the next twelve months:
|
Category
|
Planned Expenditures Over
The Next 12 Months (US$)
|
|||
|
General & Administrative
|
$ | 200,000 | ||
|
Exploration payments
|
300,000 | |||
|
TOTAL
|
$ | 500,000 | ||
As of July 31, 2011, we had cash on hand of $17,426. Under the Operating Agreements, the Company is not obligated to fund any expenses for exploration and production under the Original Leases until the full amount of the Escrow Funds and the Purchase Price, have been spent. The Company is not obligated to fund any expenses for exploration and production under the Cortez Lease until the full amount of the Escrow Funds, have been spent. To date, approximately $348,338 remains of the Escrow Funds.
We will require additional financing to sustain our business operations. We currently do not have any binding arrangements for any third party to provide us additional financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors that we do not control. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
RESULTS OF OPERATIONS
Three Months Summary
|
|
Three Months Ended July 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Revenue
|
$ | - | $ | - | ||||
|
Expenses
|
(72,571 | ) | (220,988 | ) | ||||
|
Net Loss
|
$ | (72,571 | ) | $ | (220,988 | ) | ||
Nine Months Summary
|
Nine Months Ended July 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenue
|
$ | - | $ | - | ||||
|
Expenses
|
(325,424 | ) | (306,513 | ) | ||||
|
Net Loss
|
$ | (325,424 | ) | $ | (306,513 | ) | ||
Revenue
We have not earned any revenues to date. We do not anticipate earning revenues from our activities in the foreseeable future.
-14-
Operating Expenses
Our operating expenses for the three months ended July 31, 2011consisted of the following:
|
Three Months Ended
July 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
General and Administrative Expenses
|
$
|
72,571
|
$
|
220,988
|
||||
|
Total Expenses
|
$
|
72,571
|
$
|
220,988
|
||||
General and administrative expenses during the three months ended July 31, 2011 consisted of professional fees of $7,081, director fees of $34,000, share based compensation of $18,636, SEC filing costs of $4,242, travel of $4,534, rent of $1,645, and office expense of $2,433. General and administrative expenses decreased in 2011 by $148,417 primarily due to a decrease in legal fees compared to the prior year. Legal fees for the comparable period in 2010 were higher due to a transaction resulting in the change in control of the Company, and corporate actions including a change in the Company’s name, an increase in the number of authorized shares, and forward stock split.
Our operating expenses for the nine months ended July 31, 2011consisted of the following:
|
Nine Months Ended
July 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
General and Administrative Expenses
|
$
|
315,538
|
$
|
306,513
|
||||
|
Total Expenses
|
$
|
325,424
|
$
|
306,513
|
||||
General and administrative expenses during the nine months ended July 31, 2011 consisted of legal fees of $117,447, accounting fees of $39,194, professional fees of $19,654, director fees of $68,000, web site design fees of $22,524, share based compensation of $18,636, SEC filing costs of $8,992, travel and entertainment of $7,930, rent of $5,416, and office expense of $7,742. General and administrative expenses increased $9,025 primarily due to increased administrative costs compared to the prior period. Total expenses increased by $18,911 due to an increase in share based compensation expense of $18,636, and an increase in interest expense of $9,886. Legal, directors and accounting fees decreased by $9,611 in the aggregate.
We incurred interest expense of $9,886 on the notes payable that were outstanding during the nine months ended July 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
|
Working Capital
|
||||||||
|
At July 31,
2011
|
At October
31, 2010
|
|||||||
|
Current Assets
|
$
|
452,749
|
$
|
142,516
|
||||
|
Current Liabilities
|
(28,535
|
)
|
(22,072
|
)
|
||||
|
Working Capital
|
$
|
424,214
|
$
|
120,444
|
||||
|
Cash Flows
|
||||||||
|
Nine Months Ended
July 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash Flows Used In Operating Activities
|
$
|
(587,000
|
)
|
$
|
(397,240
|
)
|
||
|
Cash Flows Used In Investing Activities
|
(508,892
|
)
|
(175,000)
|
|||||
|
Cash Flows Provided by Financing Activities
|
1,085,000
|
600,000
|
||||||
|
Net Change In Cash During Period
|
$
|
(10,892
|
)
|
$
|
27,760
|
|||
Working capital increased by $303,770 primarily as the result of the sale of common stock in the amount of $500,000. Our cash balances decreased during the period ended July 31, 2011 primarily as a result of payments made pursuant to the Option Agreement.
-15-
Future Financings
As of the date of this Quarterly Report, we do not have sufficient cash on hand to meet our anticipated expenses for the next twelve months. We do not anticipate earning revenue in the foreseeable future, and we do not expect sufficient debt financing to be available to us at this stage of our development. As such, we expect that we will need to rely on our ability to consummate new equity financings in order to fund our future operations. Issuances of additional shares of our capital stock (or securities that may be convertible into or exercisable for those shares) will result in the dilution of the interests of our existing stockholders.
There are no assurances that we will be able to obtain sufficient financing if and when required.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are disclosed in the notes to our audited financial statements for the year ended October 31, 2010 included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 4.CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our management, including our President and Treasurer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
-16-
ITEM 1.LEGAL PROCEEDINGS.
We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.
ITEM 1A.RISK FACTORS.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 6, 2011, the Company completed a private placement of 466,667 Units to New World Petroleum Investments (“New World”). Each Unit consisted of one share of Common Stock, and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.95 per share at any time until June 6, 2014. The Company sold each Unit at a price of $.75 per Unit, which represents total proceeds of $350,000.
On June 11, 2011, the Company completed a private placement of 200,000 Units to New World. Each Unit consisted of one share of Common Stock, and a Warrant. Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.95 per share at any time until June 11, 2014. The Company sold each Unit at a price of $.75 per Unit, which represents total proceeds of $150,000. The proceeds of the sales to New World were used to make the $250,000 payment under the Option Agreement to acquire the option to purchase the Cortez Lease, to make other required payments under the Option Agreement, and for general operating expenses.
Neither the Units, nor the shares of Common Stock and Warrants comprising the Units, issued to New World New World, were registered under the Securities Act. The private placement was completed in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act. New World has represented to the Company that it is not a US person as defined in Regulation S, and that it is acquiring the securities issued by the Company for investment purposes only and not with a view towards distribution.
Effective as of April 12, 2011, the Company entered into an agreement to issue 100,000 shares of Common Stock to Vincent Ramirez, pursuant to an Independent Contractor Agreement between the Company and Mr. Ramirez. See Item 2, Business – Contractor Agreement above. The Company has authorized the issuance of 100,000 shares of Common Stock to Mr. Ramirez pursuant to this Independent Contractor Agreement, although the shares have not been issued as of the date of this filing.
On June 30, 2011, the Company authorized the issuance of 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. Such shares have not been issued as of the date of this filing. Neither the shares of Common Stock issued to Mr. Ramirez under the Contractor Agreement, nor the shares of Common Stock issued to Mr. Melland and Mr. Pekarek under their respective agreements with the Company, will be registered under the Securities Act, or any state securities laws. Such shares will be issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, and accordingly will be subject to all applicable restrictions on sale under federal and state securities laws.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES.
-17-
ITEM 4. [REMOVED AND RESERVED]
ITEM 5.OTHER INFORMATION.
None.
ITEM 6.EXHIBITS.
|
Number
|
Description of Exhibits
|
|
|
10.1
|
Option Agreement dated May 11, 2010 by and between Oreon Rental Corporation and Desert Discoveries, LLC (Incorporated by reference to Exhibit 10.1 to Oreon Rental Corporation’s Current Report on Form 8-K filed on May 17, 2010, Commission file number 333-156077).
|
|
|
10.2
|
First Amendment to Option Agreement dated October 23, 2010 by and between the Company and Desert Discoveries, LLC (incorporated by reference to Current Report on Form 8-K filed on October 26, 2010)
|
|
|
10.3
|
Second Amendment to Option Agreement dated February 11, 2011 by and between the Company and Desert Discoveries, LLC (Incorporated by reference to the Company's Annual Report on Form 10-K filed on February 15, 2011).
|
|
|
10.4
|
Agreement and Plan of Merger dated January 24, 2011, by and among American Liberty Petroleum Corp., True American Energy Corporation and Keyser Resources, Inc. (Incorporated by reference to Exhibit 99.1 to American Liberty Petroleum Corp.’s Current Report on Form 8-K filed on January 27, 2011, Commission file number 333-156077).
|
|
|
10.5
|
Termination Agreement dated March 18, 2011 by and among American Liberty Petroleum Corp., True American Energy Corporation and Keyser Resources, Inc. (Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on March 21, 2011.)
|
|
|
10.6
|
Third Amendment to Option Agreement dated June 9, 2011, by and between the Company and Desert Discoveries, LLC (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on June 20, 2011.)
|
|
|
10.7
|
Operating Agreement dated August 2, 2011 by and among the Company, Independence Drilling, LLC, Desert Discoveries, LLC and Edward Traub.
|
|
|
10.8
|
Operating Agreement dated August 2, 2011 by and among Independence Drilling, LLC, Desert Discoveries, LLC, Cortez Exploration, LLC, Punto De Luz, LLC, Edward Traub, and the Company.
|
|
|
31.1
|
Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
-18-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
AMERICAN LIBERTY PETROLEUM CORP.
|
||||
|
Date:
|
September 19, 2011
|
By:
|
/s/ Alvaro Vollmers
|
|
|
ALVARO VOLLMERS
|
||||
|
President, Secretary and Treasurer
|
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(Principal Executive Officer
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and Principal Accounting Officer)
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