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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
September 19, 2012 (September 10, 2012)
Date of Report (Date of earliest event reported)
LIBERTY COAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada 0-54073 75-3252264
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
99 - 18th Street, Suite 3000, Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
(303) 997-3161
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 13, 2012, Liberty Coal Energy Corp. consummated a Securities
Purchase Agreement with Asher Enterprises, Inc. The agreement was entered into
pursuant to a September 4, 2012 resolution of Company's Board of Directors. The
parties agreed that Asher would acquire from Company five promissory notes
totaling $37,500.00, due and payable on June 19, 2013 with interest payable at
8%. The Notes are convertible into Common Shares of the Company, for which the
Company has reserved 10,500,000 shares.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On September 10, 2012, the Board of Directors of the Liberty Coal Energy Corp.
approved the Liberty Coal Energy Corp. Consultant Compensation Plan, which
applies non-employee consultants and officers, directors and employees of the
Company. Also on September 10, 2012, the Company made three awards to
non-employee consultants pursuant to the Plan. The complete text of the Plan has
been filed as Exhibit No. 4.01 to the Company's Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission on September 13, 2012,
and is incorporated herein by reference. The Board of Directors will be
responsible for the administration of this Plan, and will grant awards under
this Plan. The following table sets forth the awards of shares made under the to
date:
Shares to be Value as of
Registered September 10, 2012
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Charlotte Bjornson 5,988,000 $189,220.80
Benita Blackthorne 5,988,000 $189,220.80
John Sand 5,988,000 $189,220.80
See Exhibits 10.1, 10.2 and 10.3 for the Consulting Agreements that the Company
entered into with Ms. Bjornson, Ms. Blackthorne and Mr. Sand, respectively,
pursuant to which the Company granted shares under the Plan.
The foregoing summary of the Liberty Coal Energy Corp. Consultant Compensation
Plan, and the terms of the awards made pursuant to its terms, do not purport to
be complete, and are qualified in their entirety by reference to the complete
text of the documents.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibits are being filed herewith:
10.1 Consulting Agreement between the Company and Charlotte Bjornson
10.2 Consulting Agreement between the Company and Benita Blackthorne
10.3 Agreement between the Company and John Sand
10.4 Securities Purchase Agreement between the Company and Asher Enterprises,
Inc.
10.5 Convertible Promissory Note between the Company and Asher Enterprises,
Inc.
99.1 Board of Directors Resolution of the Company relating to Asher
Enterprises, Inc.
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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 hereunto duly authorized.
LIBERTY COAL ENERGY CORP.
Date: September 19, 2012 By: /s/ Robert T. Malasek
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Chief Financial Officer, Secretary & Director
