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EX-31.2 - EXHIBIT 31.2 CERTIFICATION - LIBERTY ENERGY CORP.ex312apg.htm
EX-32.2 - EXHIBIT 32.2 CERTIFICATION - LIBERTY ENERGY CORP.ex322apg.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

[X]

Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended January 31, 2012.

 

 

[  ]

Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _______ to _______.


000-54596

(Commission file number)


[lbye10q_013112apg001.jpg]


LIBERTY ENERGY CORP.

(Exact name of small business issuer as specified in its charter)


Nevada

 

205024859

 

713.353.4700

(State or other jurisdiction

 

(IRS Employer

 

(Registrant’s telephone number)

of incorporation or organization)

 

Identification No.)

 

 


Two Allen Center, Suite 1600, 1200 Smith Street, Houston, TX

(Address of principal executive offices)

 

N/A

(Former name, former address and former fiscal year,

if changed since last report)


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.

[X]  YES [  ] 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).

[X]  YES [  ] NO






Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[  ]  YES [X] NO


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[   ]  YES [  ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

87,718,831 common shares issued and outstanding as of March 13, 2012.




TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

 

4

Item 1.

Financial Statements

 

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

15

Item 4.

Controls and Procedures

 

15

PART II – OTHER INFORMATION

 

16

Item 1.

Legal Proceedings

 

16

Item 1A.

Risk Factors

 

16

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

16

Item 3.

Defaults Upon Senior Securities

 

16

Item 4.

Mining Safety Disclosures

 

16

Item 5.

Other Information

 

16

Item 6.

Exhibits

 

17

SIGNATURES

 

 

18




PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


Our unaudited interim financial statements for the three and six month period ended January 31, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

 

LIBERTY ENERGY CORP.

(An Exploration Stage Company)

Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

As of

 

 

As of

 

 

 

 

January 31,

 

 

July 31,

 

 

 

 

2012

 

 

2011

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

      Cash

 

$

4,451 

 

$

154,557 

 

 

 

 

 

 

 

 

 

      Accounts Receivable

 

 

25,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

29,451 

 

 

154,557 

 

 

 

 

 

 

 

 

 

Oil and Gas Properties, full cost method

 

 

 

 

 

 

 

      Costs not subject to amortization

 

 

782,964 

 

 

793,910 

 

      Accumulated depletion

 

 

(3,512)

 

 

(3,512)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and Gas Properties, net

 

 

779,452 

 

 

790,398 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         TOTAL ASSETS

 

$

808,903 

 

$

944,955 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

      Accounts Payable  

 

 

56,088 

 

 

155,673 

 

      Loan Payable - related party

 

 

 

 

25,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

56,088 

 

 

180,673 

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

 

 

 

 

 

      Asset Retirement Obligations

 

 

56,328 

 

 

56,328 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Long Term Liabilities

 

 

56,328 

 

 

56,328 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

Common stock, $0.001 par value, 150,000,000 shares authorized;

 

 

 

 

 

  63,363,385 and 62,064,677 shares issued and outstanding

 

 

 

 

 

   as of January 31, 2012 and July 31, 2011respectively

 

 

63,363 

 

 

62,064 

 

Additional paid-in capital

 

 

1,247,637 

 

 

1,128,936 

 

Deficit accumulated during exploration stage

 

 

(614,513)

 

 

(483,046)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

696,487 

 

 

707,954 

 

       TOTAL LIABILITIES &

 

 

 

 

 

 

 

             STOCKHOLDERS' EQUITY

 

$

808,903 

 

$

944,955 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements


4




LIBERTY ENERGY CORP.

(An Exploration Stage Company)

Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 6, 2006

 

 

 

 

Three Months

 

 

Three Months

 

 

Six Months

 

 

Six Months

 

 

(inception)

 

 

 

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

through

 

 

 

 

January 31,

 

 

January 31,

 

 

January 31,

 

 

January 31,

 

 

January 31,

 

 

 

 

2012

 

 

2011

 

 

2012

 

 

2011

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 

$

 

$

 

$

 

$

26,778 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Costs

 

6,593 

 

 

3,689 

 

 

12,879 

 

 

4,979 

 

 

28,913 

 

 

Impairment Expense

 

 

 

 

 

 

 

 

 

 

3,512 

 

Gross Profit

 

(6,593)

 

 

(3,689)

 

 

(12,879)

 

 

(4,979)

 

 

(5,647)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Fees

 

8,778 

 

 

5,314 

 

 

19,601 

 

 

11,064 

 

 

89,378 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative

 

44,822 

 

 

74,826 

 

 

98,987 

 

 

145,083 

 

 

519,588 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total General & Administrative Expenses

 

(53,600)

 

 

(80,140)

 

 

(118,588)

 

 

(156,147)

 

 

(608,966)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income/Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain from currency exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

100 

 

Net Income (Loss)

$

(60,193)

 

$

(83,829)

 

$

(131,467)

 

$

(161,126)

 

$

(614,513)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

0.00 

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

62,724,419 

 

 

61,034,050 

 

 

62,403,725 

 

 

61,034,050 

 

 

 

 

  common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 



See Notes to Financial Statements


5






LIBERTY ENERGY CORP.

(An Exploration Stage Company)

Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 6, 2006

 

 

 

 Six Months

 

 

 Six Months

 

 

 (inception)  

 

 

 

 Ended

 

 

 Ended

 

 

 through

 

 

 

January 31,

 

 

January 31,

 

 

January 31,

 

 

 

2012

 

 

2011

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net income (loss)

$

(131,467)

 

$

(161,126)

 

$

(614,513)

 

    Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

       provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

        Impairment Expense

 

 

 

 

 

 

3,512 

 

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

        Accounts Receivable

 

(25,000)

 

 

341 

 

 

(25,000)

 

        Deposit

 

 

 

1,250 

 

 

 

        Accounts Payable

 

(88,639)

 

 

30,024 

 

 

67,033 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net cash provided by (used in) operating activities

 

(245,106)

 

 

(129,511)

 

 

(568,968)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Addition of Oil and Gas Properties

 

 

 

(224,815)

 

 

(737,581)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net cash provided by (used in) investing activities

 

 

 

(224,815)

 

   

(737,581)

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Proceeds from sale of common stock

 

95,000 

 

 

349,975 

 

 

1,286,000 

 

    Loan Payable – Related Party

 

 

 

 

 

25,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net cash provided by (used in) financing activities

 

95,000 

 

 

349,975 

 

 

1,311,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net increase (decrease) in cash

 

(150,106)

 

 

(4,351)

 

 

4,451 

 

 

 

 

 

 

 

 

 

 

 

    Cash at beginning of period

 

154,557 

 

 

75,764 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Cash at end of period

$

4,451 

 

$

71,413 

 

$

4,451 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during period for :

 

 

 

 

 

 

 

 

 

     Interest

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

     Income Taxes

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Non Cash Activity

 

 

 

 

 

 

 

 

 

Related Party Debt Forgiven

$

25,000 

 

 

 

 

25,000 

 

Discount on Oil & Gas Properties

 

10,946 

 

 

 

 

10,946 

 

ARO Assets

 

 

 

 

 

 

56,328 

 

Addition (Reversal) of Oil and Gas Assets through Notes

 

 

 

 

 

 

(300,000)

 

Total Non Cash Activity

$

35,946 

 

$

 

$

(207,726)

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements


6



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2012



NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS


Liberty Energy Corp. (f/k/a DMA Minerals Inc., the “Company”) was incorporated on June 6, 2006 under the laws of the State of Nevada. The Company is currently an exploration stage company under the provisions of Accounting Standards Codification (ASC) No. 915, Development Stage Entities. Since inception, the Company has produced almost no revenues and will continue to report as an exploration stage company until significant revenues are produced. The Company’s principal activity is the exploration and development of oil and gas properties. Properties are located in the United States of America and Bulgaria.


The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within the United States. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact the Company’s ability to execute its business plan.


As discussed in Note 2 the accompanying financial statements have been prepared assuming the Company will continue as a going concern.


NOTE 2 – GOING CONCERN


The financial statements of the Company have been prepared assuming that future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses. Continuing as a going concern, the Company  contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses since its inception and requires capital for its future operational activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition to profitable operations is necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.


Recent Accounting Pronouncements


Recently issued accounting pronouncements will have no significant impact on the Company and its reporting methods.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Net Loss per Share


Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As the Company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share.


 

7



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2012



Oil and Gas Properties


The Company follows the full-cost method of accounting for oil and natural gas properties.  Under this method, all costs incurred in the exploration, acquisition and development, including unproductive wells, are capitalized in separate cost centers for each country.  Such capitalized costs include contract and concessions acquisition, geological, geophysical, and other exploration work, drilling, completing and equipping oil and gas wells, constructing production facilities and pipelines, and other related costs.


The capitalized costs of oil and gas properties in each cost center are amortized on a composite units of production method based on future gross revenues from proved reserves.  Sales or other dispositions of oil and gas properties are normally accounted for as adjustments of capitalized costs.  Gain or loss is not recognized in income unless a significant portion of a cost center’s reserves is involved.  Capitalized costs associated with acquisition and evaluation of unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to such properties or until the value of the properties is impaired.  If the net capitalized costs of oil and gas properties in a cost center exceed an amount equal to the sum of the present value of estimated future net revenues from proved oil and gas reserves in the cost center and the lower of cost or fair value of properties not being amortized, both adjusted for income tax effects, such excess is charged to expense.


Asset Retirement Obligation


The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in proved oil and gas properties within the Company’s balance sheets.


The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability, if any, will be allocated to operating expense using a systematic and rational method.


Revenue and Cost Recognition


The Company uses the sales method of accounting for natural gas and oil revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes to which the Company is entitled based on our interest in the properties. Costs associated with production are expensed in the period incurred.


Reclassification


Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.


Income Taxes


The Company accounts for its income taxes in accordance with ASC No. 740, "Income Taxes". Under Statement 740, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.


Fair Value of Financial Instruments


ASC No. 825-50-10-1, "Financial Instruments – Overall Disclosure", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and account payable which due to their short term nature approximate fair value.


 

8



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2012



NOTE 4 - UNEVALUATED OIL AND GAS PROPERTIES


On October 1, 2009, the Company entered into a lease purchase and sale agreement with Trius Energy LLC, a Texas corporation, to acquire four oil and gas leases in Texas for $125,000. The interests consist of a 100% WI (Working Interest) at a 75% NRI (Net Revenue Interest) in the Dahlstrom Lease, 2% WI at 75% NRI in the Ratliff Lease and 100% WI at a 70% NRI in the Lockhart Project, consisting of two leases, the Anton Lease (1 tract) and Alexander Lease (3 tracts).


Ratliff Lease


The Ratliff Lease in Jackson County, Texas currently has four wells on it, and has spacing to drill another well. The Company will conduct geological studies to ascertain the risk and worth of such expenditure. The Company is also interested in the redevelopment of the four existing wells. Three of the wells are expected to be viable for economic production of oil and gas, and the 4th is also permitted to facilitate a commercial disposal facility. The three wells expected to produce oil and gas, and the disposal well require various work to be completed.


Lockhart Northeast Project


Lockhart Northeast Project in Caldwell County, Texas (two leases) consists of four land tracts containing eight wells, spread over roughly 848 acres. Five of the wells are re-entry wells, and there are three shut in wells. With the amount of acreage held, the operator has informed the Company that we are able to space a further 282 new wells.


Anton Lease lapsed on January 9, 2011 this tract had 1 shut-in well. It was determined by the Company after discussions with their operators, geologists and based on historical data, that it would not be cost effective to pursue the well therefore the lease was allowed to lapse.  In connection with the lapse $3,512 of leasehold cost were written off.


Bulgaria Project


On September 22, 2009, the Company entered into a purchase and sales agreement with William C. Athens, of Tulsa, Oklahoma. The Company agreed to acquire a total of 1/16th of 1% of 8/8ths ORRI (overriding royalty interest) in the A-Lovech exploration block in Bulgaria for a total price of $400,000. The payments and assignments are payable in four separate $100,000 closings to take place approximately 30 days apart, from the date of execution of the agreement.


Mr. Athens passed away between the date the contract was executed and full payment was made, completion of the contract was delayed pending notification from his estate. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between Liberty Energy Corp. and William C. Athens. Under the terms of the agreement Liberty Energy Corp. shall retain the 1/64th of the 1% interest in the A-Lovech exploration block and Mr. Athens’ estate shall retain the $100,000 which was forwarded to Mr. Athens for this acquisition. Oil and gas properties and notes payable were both reduced by $300,000 in accordance with the revised agreement.


NOTE 5 - COMMITMENTS AND CONTINGENCIES


The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of January 31, 2012.


NOTE 6 – RELATED PARTY TRANSACTIONS


On October 27, 2011, Ian A. Spowart agreed to forgive debts outstanding to him totalling $25,000, which has been recorded as contributed capital.


Daniel Martinez-Atkinson and Ian A. Spowart, the officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities.  The Company has not formulated a policy for the resolution of such conflicts.


 

9



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2012



NOTE 7 – STOCK TRANSACTIONS


Transactions, other than employees’ stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received.  Transactions with employees’ stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.  


On July 19, 2010, the Company entered into a stock and warrant purchase agreement with Asia-Pacific Capital Ltd. Pursuant to which the investor agreed to lend up to $4,000,000 to the Company in multiple installments in exchange for units of the Company at unit price. The unit price means a price equal to the higher of either $ 0.50, or 90% of the volume-weighted average of the closing price of common stock, for the five days immediately preceding the date of receipt of notice from the Company for the advance of funds from Asia-Pacific Capital Ltd. Each unit shall consist of one share (restricted) of the common stock of the Company and one and a half share purchase warrant. Each warrant shall entitle Asia-Pacific Capital Ltd. to purchase one additional share of common stock, at an exercise price equal to 125% of the unit price at which the unit containing the warrant being exercised was issued, for a period of three (3) years from the date such warrant is issued.


On March 8, 2011, the Company entered into a letter agreement to amend the share issuance agreement entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to the Company and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing the Company with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of January 31, 2012 the Company has issued a total of 2,888,385 shares to Asia-Pacific for a total cash amount of $945,000 under the terms of the above mentioned agreement.


On September 27, 2011 the Company issued a total of 50,000 shares of common stock to a private investor for cash in the amount of $0.50 per share for a total of $25,000.


On November 23, 2011, the Company entered into an amending agreement to the share issuance agreement to modify the share issuance agreement originally entered into with Asia-Pacific Capital Ltd. on July 19, 2010. The parties have agreed to amend the pricing mechanisms (the “Unit Price”) within the original agreement. The definition of the Unit Price in of the original agreement is deleted and replaced with the following:


“UNIT PRICE” means a price equal 95% of the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the date of the Notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share.”


Excluding the modifications to the Unit Price, the original agreement remains in full force and effect.


On November 28, 2011 the Company issued a total of 830,722 shares of common stock to a private investor for cash in the amount of $0.05 per share for a total of $45,000.


On January 24, 2012 the Company issued a total of 417,986 shares of common stock to a private investor for cash in the amount of $0.06 per share for a total of $25,000.  This balance is still outstanding from the investor as of January 31, 2012 and is reflected in the receivable balance.


As of January 31, 2012 and as part of the agreement with its main investor, Asia-Pacific Capital Ltd., the Company issued 4,332,577 warrants. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years and have a remaining contractual life of 2.40 years as of January 31, 2012. As of January 31, 2012 no warrants had been exercised.


NOTE 8 – SUBSEQUENT EVENTS


The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The management of the Company determined that the following were certain



10



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

January 31, 2012



reportable subsequent events to be disclosed as follows:


On February 15, 2012 the Company issued advance notice to and received the funds from Asia-Pacific Capital Ltd. of $25,000. The Company issued 200,011 units consisting of (i) one share of the Company’s common stock and (ii) one and a half share purchase warrant that entitles the Asia-Pacific Capital Ltd. to purchase one additional share of common stock exercisable at 125% of the unit per share expiring three (3) years from the date such warrant is issued.

On February 22, 2012, Liberty Energy Corp. (“we”, “us”, “our”) entered into and closed a lease acquisition agreement with Langold Enterprises Limited pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to us are three year leases to the following properties:

A 100% working interest in 2 separate properties equalling approximately 300 acres of exploration property located in Bastrop Town Tract, Abstract No. 11, Bastrop County, TX and the T. J. Hardeman Survey A 203, in Bastrop County, Texas.


A 100% working interest in 5 separate properties equalling approximately 622 acres of exploration property located in Sampson Connell Survey, A-63, Caldwell County, TX, the G. W. James Survey, Caldwell County, TX, the Jasper Gilbert Survey, Caldwell County, TX and the A100 Evans, Wistar, Caldwell County, TX.


A 100% working interest in a property equalling approximately 112 acres of exploration property located in the N. W. 1/4 of Section 24, Block 2, H & C. R. R. Co., Survey, Eastland County, TX.


A 100% working interest in an approximately 5 acre oil and gas property called the Dillon Hall property located in the Gerron Hinds League in Caldwell County, Texas. The Dillon Hall property is not currently producing, and though it holds an existing well, that well requires a work-over to be put back into production.


In consideration for the above leases we issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties. These shares were issued without a prospectus, in reliance on exemptions from registration found in Regulation S of the Securities Act of 1933, as amended. 

11





Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations


FORWARD-LOOKING STATEMENTS


This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.


In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.


As used in this quarterly report, the terms “we”, “us”, “our” and “our company” refer to Liberty Energy Corp., unless otherwise indicated.


General Overview


We are an exploration stage company with nominal revenues and a limited operating history.


Our company was incorporated in the State of Nevada on June 6, 2006 under the name “DMA Minerals Inc.” to engage in the acquisition, exploration and development of natural resource properties. Our principal executive offices are located at Two Allen Center, Suite 1600, 1200 Smith Street, Houston, TX 77002. The U.S. telephone and fax numbers are (713) 353-4700 and (713) 353 4701 respectively.


On June 11, 2008, we affected a 25 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased to 1,875,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,400,000 shares of common stock to 60,000,000 shares of common stock. Effective June 11, 2008, as approved by our board of directors and a majority of our shareholders, we reduced our authorized capital from 1,875,000,000 shares of common stock to 150,000,000 shares of common stock. Also effective June 11, 2008, we have changed our name from “DMA Minerals Inc.” to “Liberty Energy Corp.”. The change of name was approved by our directors and a majority of our shareholders.


Our stock is listed on the OTC Bulletin Board under the symbol "LBYE", active trading of the stock began on March 15, 2010.


On September 22, 2009 we entered into a purchase and sales agreement with William C. Athens pursuant to which we agreed to acquire a total of 1/16th of 1% of 8/8ths ORRI (overriding royalty interest) interest in the A-Lovech exploration block in Bulgaria. Mr. Athens passed away between the date the contract was executed and full payment was made. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between our company and William C. Athens. Under the terms of the agreement our company shall retain the 1/64th of the 1% interest in the A-Lovech exploration block and Mr. Athens’ estate shall retain the $100,000 which was forwarded to Mr. Athens for this acquisition. Oil and gas properties and notes payable were both reduced by $300,000 in accordance with the revised agreement.


On October 1, 2009, we entered into an asset purchase and sale agreement with Trius Energy LLC, pursuant to which we acquired certain oil and gas assets from Trius Energy LLC in Jackson County, Texas to acquire four oil and gas leases in Texas for



12





$125,000. The interests consist of a 100% WI (Working Interest) at a 75% NRI (Net Revenue Interest) in the Dahlstrom Lease, 2% WI at 75%NRI in the Ratliff Lease and 100% WI at a 70% NRI in the Lockhart Project, consisting of two leases, the Anton Lease (1 tract) and Alexander Lease (3 tracts).


In concurrence with these agreements, we changed management, entered the oil and gas business, and ceased all activity in our former business of mineral exploration. Our focus is now on the exploration, acquisition, development, production and sale of crude oil and natural gas. We are qualified to do business in the State of Texas under the name “Liberty Energy Corp.”. We have not undergone bankruptcy, receivership, or any similar proceeding.


On July 19, 2010, we entered into a share issuance agreement with Asia-Pacific Capital Ltd. whereby Asia-Pacific shall make available of up to $4,000,000 by way of advances until July 18, 2014, in accordance with the terms of the agreement. The completion date may be extended for an additional term of up to twelve months at the option of our company or Asia-Pacific upon written notice on or before the completion date in accordance with the notice provisions of the agreement. Upon receipt of an advance from Asia-Pacific under the terms of the agreement, we will issue to units of our securities to Asia-Pacific. Each unit shall consist of one share of the common stock of our company and one and a half share purchase warrant. The number of units of our company are determined at a price that is the higher of either: (a) $0.50, or (b) 90% of the volume weighted average of the closing price of our company’s common stock, for the five banking days immediately preceding the date of the advance, as quoted on Google Finance, or other source of stock quotes as agreed to by our company and Asia-Pacific. Each warrant shall entitle the holder to purchase one additional share of common stock at an exercise price of 125% of the unit price upon issue and for a period of three years.


On March 8, 2011, we entered into a letter agreement to amend the share issuance agreement we entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to us and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing us with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of January 31, 2012 we have issued a total of 3,088,396 shares of our company to Asia-Pacific for a total cash amount of $970,000 under the terms of the above mentioned agreement.


On November 23, 2011, we entered into an amending agreement to the share issuance agreement to modify the share issuance agreement originally entered into with Asia-Pacific Capital Ltd. on July 19, 2010. The parties have agreed to amend the pricing mechanisms of the Unit Price within the original agreement.  Accordingly, the unit price has been amended to mean a price equal 95% of the volume weighted average of the closing price of common stock for the 10 banking days immediately preceding the date of the advance notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share.


Our Current Business


We are an oil and gas exploration company with interests in properties in Bulgaria and Texas.


Our business plan is to acquire oil and gas properties for exploration, appraisal and development with the intent to bring the projects to feasibility at which time we will either contract out the operations or joint venture the project to qualified interested parties. Our main priority will be given to projects with near term cash flow potential, although consideration will be given to projects that may not be as advanced from a technical standpoint but demonstrate the potential for significant upside.


Results of Operations


The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended January 31, 2012 which are included herein.


 

13





Three and six month periods ending January 31, 2012 and 2011 and from June 6, 2006 (inception) to January 31, 2012


  

  

  

 

Three Months

Ended January  31,

 

 

Three Months

Ended January  31,

 

 


Six

Months

Ended January 31,

 

 

Six

Months

Ended January 31,

 

 

June 6, 2006

(Inception)

through

January 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

2012

 

 

2011

 

 

2012

 

 

2011

 

 

 

Revenues

$

Nil

 

$

Nil

 

$

Nil

 

$

Nil

 

$

26,778

 

Expenses

$

(60,193

)

$

(83,829

)

$

(131,467

$

(161,126

)

$

(641,391

)

Net Loss

$

(60,193

)

$

(83,829

)

$

(131,467

)

$

(161,126

)

$

(614,513

)


Expenses


Our total expenses for the three and six month periods ended January 31, 2012 and 2011 and June 6, 2006 (inception) to January 31, 2012 are outlined in the table below:


  

 

Three

 

 

Three

 

 

Six

 

 

Six

 

 

June 6, 2006

  

 

Months

 

 

Months

 

 

Months

 

 

Months

 

 

(Inception)

  

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

through

  

 

January 31,

 

 

January 31,

 

 

January 31,

 

 

January 31,

 

 

January 31,

  

 

2012

 

 

2011

 

 

2012

 

 

2011

 

 

2012

Operating Costs

$

6,593

 

$

3,689

 

$

12,879

 

$

4,979

 

$

28,913

Professional fees

$

8,778

 

$

5,314

 

$

19,601

 

$

11,064

 

$

89,378

General and administrative

$

44,822

 

$

74,826

 

$

98,987

 

$

145,083

 

$

519,588


Total expenses for the three and six months ended January 31, 2012, decreased by $26,540 and $37,559, respectively, as compared to the three and six months ended January 31, 2011. The decrease was primarily as a result of a decrease in professional and general and administrative expenses.


Equity Compensation


We currently do not have any stock option or equity compensation plans or arrangements.


Liquidity and Financial Condition


Working Capital

 

  

 

 

  

 

 

  

 

  

 

At January 31,

 

 

At July 31,

 

 

Percentage

 

  

 

2012

 

 

2011

 

 

Increase/Decrease

 

Current Assets

$

29,451

 

$

154,557

 

 

81%

 

Current Liabilities

$

56,088

 

$

180,673

 

 

69%

 

Working Capital

$

 (26,637

)

$

(26,116

)

 

2%

 



Cash Flows

 

 Six Months

 

 

 Six Months

 

  

 

Ended

 

 

Ended

 

  

 

January 31,

 

 

January 31,

 

  

 

2012

 

 

2011

 

Net Cash Provided by (Used in) Operating Activities

$

(245,106

$

(129,511

Net Cash Provided by (Used In) Investing Activities

$

-

 

$

(224,815

)

Net Cash Provided by Financing Activities

$

 95,000

 

$

349,975

 

Net Increase (Decrease) In Cash During The Period

$

 (150,106

)

$

(4,351

)


Changes in cash flow reflect a decrease in accounts payable, no current capital outlays this fiscal year and a decrease in the amount of capital raised.


 

14





Going Concern


We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.


Off-Balance Sheet Arrangements


We have no 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 that is material to stockholders.


Contractual Obligations


As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.


Critical Accounting Policies


Basis of Presentation


The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Net Loss per Share


Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As our company is in a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to differ from basic earnings per share.


Recent Accounting Pronouncements


Recently issued accounting pronouncements will have no significant impact on our company and its reporting methods.


Item 3.  Quantitative and Qualitative Disclosures about Market Risks


As a “smaller reporting company”, we are not required to provide the information required by this Item.


Item 4.  Controls and Procedures


Management’s Report on Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.


As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the



15





foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal controls over financial reporting that occurred during our quarter ended January 31, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


Item 1A.  Risk Factors


As a “smaller reporting company”, we are not required to provide the information required by this Item.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


On September 27, 2011 we issued a total of 50,000 shares of common stock to a private investor for cash in the amount of $0.50 per share for a total of $25,000. We have issued all of these shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.


As at October 31, 2011 and as part of the agreement with our main investor, we issued 2,459,516 warrants. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years. We have issued all of these securities to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.


On November 28, 2011 we issued a total of 830,722 shares of common stock to a private investor for cash in the amount of $0.05 per share for a total of $45,000. We have issued all of these shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.


On January 24, 2012 we issued a total of 417,986 shares of common stock to a private investor for cash in the amount of $0.06 per share for a total of $25,000. We have issued all of these shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.


As at January 31, 2012 and as part of the share issuance agreement, as amended, with our main investor, we issued 4,332,577 warrants. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years. We have issued all of these securities to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.


Item 3.  Defaults Upon Senior Securities


None.


Item 4.  Mining Safety Disclosures


Not applicable.


Item 5.  Other Information


None.




16





Item 6.  Exhibits


Exhibit No.

Description

(3)

Articles of Incorporation and Bylaws

3.1

Articles of Incorporation (Incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).

3.2

By-laws (Incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).

3.3

Certificate of Change with respect to the forward stock split (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).

3.4

Certificate of Amendment with respect to the change of name (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).

3.5

Certificate of Change with respect to the reduction of authorized capital (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).

(10)

Material Contracts

10.1

Consulting Agreement between our company and Daniel Martinez-Atkinson dated February 11, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on February 16, 2010).

10.2

Consulting Agreement between our company and Ian Spowart, dated February 11, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on February 16, 2010).

10.3

Assignment and Bill of Sale between our company and Phoenix Oil & Gas LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).

10.4

Assignment and Bill of Sale between our company and Trius Operations LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).

10.5

Assignment and Bill of Sale between our company and Trius Energy LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).

10.6

Purchase and Sale Agreement between our company and William C. Athens dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).

10.7

Share Issuance Agreement between Asia-Pacific Capital Ltd. and our company dated July 19, 2010 (Incorporated by reference from our Current Report on Form 8-K filed on August 18, 2010).

10.8

Letter Agreement to amend Share Issuance Agreement between our company and Asia-Pacific Capital Ltd. dated March 8, 2011 (Incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011).

10.9

Amending Agreement between our company and Asia-Pacific Capital Ltd. dated November 23, 2011 (Incorporated by reference from our Current Report on Form 8-K filed on November 25, 2011).

(31)

Rule 13a-14(a) / 15d-14(a) Certifications

31.1*

Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.

31.2*

Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.

(32)

Section 1350 Certifications

32.1*

Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.

32.2*

Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.

101**

Interactive Data File (Form 10-Q for the quarterly period ended January 31, 2012 furnished in XBRL).

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

 



17



 

*

Filed herewith


**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.


 

 


 


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


 

LIBERTY ENERGY CORP.

 

(Registrant)

 

 

 

 

Dated:  March 13, 2012

/s/ Ian A. Spowart

 

Ian A. Spowart

 

President, Chief Executive Officer and Director

 

(Principal Executive Officer)

 

 

 

 

Dated:  March 13, 2012

/s/ Daniel Martinez-Atkinson

 

Daniel Martinez-Atkinson

 

Chief Financial Officer, Secretary, Treasurer and Director

 

(Principal Financial Officer and Principal Accounting Officer )




18