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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A
Amendment No. 1

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended July 31, 2012
   
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from __________ to __________

000-52928
Commission File Number
 
FIRST LIBERTY POWER CORP.
(Exact name of registrant as specified in its charter)
   
Nevada
90-0748351
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
7251 W. Lake Mead Blvd, Suite 300, Las Vegas, NV
89128
(Address of principal executive offices)
(Zip Code)
 
(702) 675-1196
(Registrant’s  telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Name of each exchange on which registered
n/a
n/a

Securities registered pursuant to Section 12(g) of the Exchange Act:
 
Common Stock
Title of  class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 
Yes
[   ]
No
[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

 
Yes
[   ]
No
[X]

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 Website, 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
[   ]
No
[   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 
Yes
[   ]
No
[X]

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.

Large accelerated filer
[   ]
Accelerated filer
[   ]
       
Non-accelerated filer
[   ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
     

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

 
Yes
[  ]
No
[X]

The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was approximately $1,502,073 (based on 37,551,834 shares held by non-affiliates and an April 30, 2012 closing market price of $0.04 per share) as of April 30, 2012, the last business day of the registrant’s most recently completed third quarter, assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST 5 YEARS:

Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 
Yes
[   ]
No
[   ]
 
APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

 
166,808,870 shares of common stock issued and outstanding as of November 13, 2012
 

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes. 

 
None
 

 
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EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10–K/A to First Liberty Power Corp.’s annual report on Form 10–K for the fiscal year ended July 31, 2012, filed with the Securities and Exchange Commission on November 13, 2012 (the “Form 10–K”), is solely to furnish Exhibit 101 to the Form 10–K in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–K. This Amendment No. 1 speaks as of the original filing date of the Form 10–K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–K.

 
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PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

#
Exhibit
Reference
3.1
Articles of Incorporation.
Incorporated by reference to Registration Statement on Form SB-2 filed with the SEC on Nov 13, 2007
3.2
Bylaws.
Incorporated by reference to Registration Statement on Form SB-2 filed with the SEC on Nov 13, 2007
10.1
Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and Quuibus Technology Inc.
Incorporated by reference to Form 8-K filed with the SEC on January 21, 2010.
10.2
Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and Quuibus Technology Inc.
Incorporated by reference to Form 8-K filed with the SEC on January 21, 2010.
10.3
Consulting Agreement between First Liberty and John Rud dated March 1, 2010
Incorporated by reference to Form 10-K/A3 filed with the SEC on November 14, 2011
10.4
Unsecured promissory notes in the amount of $200,000 and $50,000 dated December 24, 2009  and March 15, 2010 respectively
Incorporated by reference to Form 10-K/A3 filed with the SEC on November 14, 2011
10.5
Consulting Agreement between First Liberty and John H. Hoak dated May 3, 2010
Incorporated by reference to Form 8-K filed with the SEC on August 4, 2010.
10.6
Property assignment and acquisition agreement between First Liberty, GeoXplor and New America dated February 3, 2011
Incorporated by reference to Form 8-K filed with the SEC on February 7, 2011
10.7
Extension agreement between First Liberty, GeoXplor Corp. And New America Energy Corp. dated effective May 31, 2011
Incorporate by reference to Form 8-K filed with the SEC on August 4, 2011
10.8
Consulting Agreement dated effective November 15, 2010 between LTV International Holdings and First Liberty dated July 2, 2011.
Incorporated by reference to Form 10-K filed with the SEC on November 15, 2011
10.9
Letter of Agreement dated effective December 15, 2011, between GeoXplor and the Company
Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
10.10
Loan Conversion Agreement dated effective December 23, 2011 between the Company and lender
Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
10.11
Note Purchase Agreement dated February 23, 2012 between the Company and lender
Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
10.12
Secured Convertible Promissory Note #1 dated February 23, 2012 between the Company and lender
Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
10.13
Security Agreement for Note #1 dated February 23, 2012 between the Company and lender
Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
10.14
Consulting Agreement dated effective April 1, 2012 between First Liberty and Mr. Robert Reynolds
Incorporated by reference to Form 8-K filed with the SEC on April 17, 2012.
10.15
Purchase Agreement dated May 31, 2012, effective March 15, 2012, between GeoXplor Corp. and the Compan.
Incorporated by reference to Form 8-K filed with the SEC on June 4, 2012.  Confirm 10-Q/a
10.16
Purchase Agreement dated Aug 19, 2012, between Group8 Mining Innovations, Group8 Minerals, and the Company
Incorporate by reference to Form 8-K filed with the SEC on August 28, 2012.
31.1
Section 302 Certification - Principal Executive Officer
*
31.2
Section 302 Certification - Principal Financial Officer
*
32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
101.SCH
XBRL Taxonomy Extension Schema Document   
Filed herewith**
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith**
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
Filed herewith**
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith**
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith**
 101.INS XBRL Instance Document
Filed herewith**
*Incorporated by reference to the Form 10-K filed with the SEC on November 13, 2012.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
 
 
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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.


     
FIRST LIBERTY POWER CORP.
       
Date:
December 3, 2012
By:
/s/ Don Nicholson
   
Name:
Don Nicholson
   
Title:
President, Director (Principal Executive, Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:
December 3, 2012
By:
/s/ Don Nicholson
   
Name:
Don Nicholson
   
Title:
President, Director (Principal Executive, Financial and Accounting Officer)
       
Date:
December 3, 2012
By:
/s/ Robert B. Reynolds
   
Name:
Robert B. Reynolds Jr.
   
Title:
Director


 
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