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EX-31.1 - EXHIBIT 31.1 - LIBERTY ENERGY CORP.ex31_1apg.htm
EXCEL - IDEA: XBRL DOCUMENT - LIBERTY ENERGY CORP.Financial_Report.xls


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 April 30, 2013.

 

 

[  ]

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_043013apg001.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, 77002

(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.

 

96,245,733 common shares issued and outstanding as of June 14, 2013.






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

15

Item 3.  Quantitative and Qualitative Disclosures about Market Risks

20

Item 4.  Controls and Procedures

20

PART II - OTHER INFORMATION

21

Item 1.  Legal Proceedings

21

Item 1A.  Risk Factors

21

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

21

Item 3.  Defaults Upon Senior Securities

21

Item 4.  Mining Safety Disclosures

21

Item 5.  Other Information

21

Item 6.  Exhibits

23

SIGNATURES

25





3






PART I - FINANCIAL INFORMATION

IMPORTANT INFORMATION REGARDING THIS FORM 10-Q


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.


Item 1.  Financial Statements

Our unaudited interim financial statements for the three months and nine- month period ended April 30, 2013 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.




4





LIBERTY ENERGY CORP.

 (AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of

 

 

As of

 

 

 

 

April 30,

 

 

July 31,

 

 

 

 

2013

 

 

2012

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

      Cash

 

$

4,118 

 

$

38,880 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

4,118 

 

 

38,880 

 

 

 

 

 

 

 

 

 

Oil and Gas Properties, full cost method

 

 

363,939 

 

 

363,939 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

368,057 

 

$

402,819 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

      Accounts Payable  

 

$

75,272 

 

$

52,070 

 

      Loans Payable

 

 

61,126 

 

 

75,778 

 

      Accounts Payable - Related Parties

 

 

102,300 

 

 

7,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

238,698 

 

 

134,848 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

  authorized; 96,243,130 and 88,527,270 shares issued

 

 

 

 

 

 

 

  and outstanding as of April 30, 2013 and

 

 

 

 

 

 

 

  July 31, 2012 respectively

 

 

96,243 

 

 

88,527 

 

Additional paid-in capital

 

 

1,775,015 

 

 

1,598,661 

 

Deficit accumulated during exploration stage

 

 

(1,741,899)

 

 

(1,419,217)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

129,359 

 

 

267,971 

 

 

 

 

 

 

 

 

 

       Total Liabilities &

 

 

 

 

 

 

 

             Stockholders' Equity

 

$

368,057 

 

$

402,819 

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these unaudited financial statements.




5





LIBERTY ENERGY CORP.

 (AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 6, 2006

 

 

 

 Three Months

 

 

 Three Months

 

 

 Nine Months

 

 

Nine Months

 

 

 (inception)

 

 

 

 Ended

 

 

 Ended

 

 

 Ended

 

 

 Ended

 

 

 through

 

 

 

April 30,

 

 

April 30,

 

 

April 30,

 

 

April 30,

 

 

April 30,

 

 

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

 

 $

 

 $

 

 $

 

 $

26,778 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Costs

 

3,600 

 

 

7,573 

 

 

10,814 

 

 

20,453 

 

 

53,188 

 

Impairment Expense

 

 

 

 

 

 

 

 

 

626,536 

Total Operating Expense

 

3,600 

 

 

7,573 

 

 

10,814 

 

 

20,453 

 

 

679,724 

Gross Profit

 

(3,600)

 

 

(7,573)

 

 

(10,814)

 

 

(20,453)

 

 

(652,946)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Professional Fees

 

4,315 

 

 

13,366 

 

 

29,510 

 

 

32,967 

 

 

141,159 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative

 

83,846 

 

 

63,374 

 

 

170,043 

 

 

162,361 

 

 

829,801 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total General & Administrative Expenses

 

(88,161)

 

 

(76,740)

 

 

(199,553)

 

 

(195,328)

 

 

(970,960)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income/(Expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(17,060)

 

 

 

 

(83,341)

 

 

 

 

(89,119)

 

Loss on derivative liability

 

(25,378)

 

 

 

 

(28,974)

 

 

 

 

(28,974)

 

Gain from currency exchange

 

 

 

 

 

 

 

 

 

100 

 

 

 

(42,438)

 

 

 

 

(112,315)

 

 

 

 

(117,993)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(134,199)

 

 $

(84,313)

 

 $

(322,682)

 

 $

(215,781)

 

 $

(1,741,899)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

(0.00)

 

 $

(0.00)

 

$

(0.00)

 

 $

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

96,096,727 

 

 

81,704,336 

 

 

91,555,655 

 

 

62,719,566 

 

 

 

  common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these unaudited financial statements.




6





LIBERTY ENERGY CORP.

 (AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 6, 2006

 

 

 Nine Months

 

 

 Nine Months

 

 

 (inception)  

 

 

 Ended

 

 

 Ended

 

 

 through

 

 

April 30,

 

 

April 30,

 

 

April 30,

 

 

2013

 

 

2012

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net loss

$

(322,682)

 

$

(215,781)

 

$

(1,741,899)

    Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

       provided by (used in) operating activities:

 

 

 

 

 

 

 

 

        Impairment Expense

 

 

 

 

 

626,536 

        Write off of ARO liability

 

 

 

 

 

33,048 

        Amortization of debt discount

 

75,000 

 

 

 

 

75,000 

        Amortization of deferred financing costs

 

5,000 

 

 

 

 

10,000 

        Loss on derivative liability

 

28,974 

 

 

 

 

28,974 

        Stock compensation

 

2,500 

 

 

 

 

4,750 

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

        Accounts Payable

 

121,446 

 

 

(108,176)

 

 

159,290 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net cash used in operating activities

 

(89,762)

 

 

(323,957)

 

 

(804,301)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Addition of Oil and Gas Properties

 

 

 

 

 

(737,581)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net cash provided by (used in) investing activities

 

 

 

 

 

(737,581)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Proceeds from sale of common stock

 

 

 

170,000 

 

 

1,396,000 

    Loan payable - related party

 

 

 

 

 

25,000 

    Loan Payable

 

55,000 

 

 

 

 

125,000 

 

 

 

 

 

 

 

 

 

     Net cash provided by financing activities

 

55,000 

 

 

170,000 

 

 

1,546,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net increase (decrease) in cash

 

(34,762)

 

 

(153,957)

 

 

4,118 

 

 

 

 

 

 

 

 

 

    Cash at beginning of period

 

38,880 

 

 

154,557 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Cash at end of period

$

4,118 

 

$

600 

 

$

4,118 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non Cash Activity

 

 

 

 

 

 

 

 

Related Party Debt Forgiven

 

-

 

 

25,000 

 

 

25,000 

Lease acquired through issuance of stock

 

-

 

 

3,273,486 

 

 

263,938 

ARO Assets

 

-

 

 

 

 

56,328 

Reversal of Oil and Gas Assets through Notes

 

-

 

 

 

 

(300,000)

Discount on oil and gas properties

 

-

 

 

10,946 

 

 

10,946 

Write off derivative liability for the notes converted

 

103,750

 

 

 

 

103,750 

Shares issued for conversion of  note payable issued on May 23, 2012

and interest of $1,700

 

44,200

 

 

 

 

44,200 

Shares issued for conversion of  note payable issued on July 11, 2012

and interest of $1,300

 

33,800

 

 

 

 

33,800 


The accompanying notes are an integral part of these unaudited financial statements.




7



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



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.


The Company’s success will depend in large part on its ability to obtain funds to explore, acquire 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.


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 has no revenues or cash flow to meet operating expenses. 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 Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted

accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not

include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended April 30, 2013 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended July 31, 2012 filed in our Annual Report on Form 10K filed on November 13, 2012.


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.




8



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



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.


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 that for the 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 unit 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.  A 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.


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.  


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.


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.


The Company’s federal tax returns for the years ended 2006 through 2011 are open to examination. At April 30, 2013, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. The Company accounts for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.





9



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



Fair Value of Financial Instruments


U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. The Company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. The Company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments. There were no derivatives at April 30, 2013.


Reclassifications


Certain prior period amounts have been reclassified to conform to current period presentation.


NOTE 4 - UNEVALUATED OIL AND GAS PROPERTIES


Trius Acquisition

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).


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


The remaining leases lapsed on July 25, 2012. 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 leases and existing wells therefore the lease was allowed to lapse.  In connection with the lapse, $690,397 of leasehold cost was written off. The Company also accrued payables for $23,280 for the plugging and abandonment of wells associated with these properties.


Bulgaria

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. retained the 1/64th of the 1% interest in the A-Lovech exploration block, which is recorded in our financial statements with a value of  $100,000.


Langold Acquisition

On February 22, 2012, the Company entered into and closed a 3 year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital to date)  pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to the Company are three year leases to the following properties:





10



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



A 100% working interest in 2 separate properties equaling approximately 300 acres of exploration property located in Bastrop County, Texas. A 100% working interest in 5 separate properties equaling approximately 622 acres of exploration property located in Caldwell 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. A 100% working interest in a property equaling approximately 112 acres of exploration property located in Eastland County, TX.


In consideration for the above leases the Company issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder.  The restricted shares were valued equal to 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 sources of stock quotes as agreed to by the parties. The original value assigned these shares and the leaseholds was $3.3 million. It was determined that due to the relationship between Langold and Asia-Pacific, this transaction was not arms length but rather was related party. The Company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted Liberty Energy stock which was valued at $243,932 for a total consideration of $263,932.


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 April 30, 2013.


NOTE 6 – RELATED PARTY TRANSACTIONS


On October 27, 2011, Mr. Spowart, CEO converted a debt outstanding totaling $25,000, to contributed capital.


On February 22, 2012, the Company entered into and closed a 3-year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital to date) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas, which the Company recorded at the value of the stock and cash contributed, $263,932.


Effective March 27, 2013, James William Anderson resigned as a member of our Company’s board of directors.


At April 30, 2013, the Company owed $21,300 to current officers and directors and $81,000 to two former officers and directors. Because the former officers each own approximately 16% of the Company’s outstanding stock, we have reported the liability as owing to related parties. All amounts owing to related parties relate to fees related to services provided.


NOTE 7 – CONVERTIBLE NOTES PAYABLE


The May 23, 2012 Convertible Note

On May 23, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc. (“Asher”). Pursuant to the Agreement, Asher purchased an 8% convertible note (the “May Note”) in the aggregate principal amount of $42,500 due on February 25, 2013. $40,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on May 23, 2012, is due on February 25, 2013 at an interest rate of 8% per annum. On November 19, 2012, the note had not been repaid and became eligible for treatment as a derivative.


Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature of $60,284 as a derivative liability and a loss on the derivative liability of $17,784. The initial fair value of the derivative liability was determined using the Black Scholes option pricing model with a quoted market price of $0.04, a conversion price of $0.0174, expected volatility of 172%, no expected dividends, an expected term of 0.27 years and a risk-free interest rate of 0.16%. The original discount on the convertible loan was $42,500, all of which had been fully accreted by April 30, 2013.





11



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



During the quarter, Asher converted $42,500 of note payable along with the interest of $1,700. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.020-$0.040, a conversion price of $0.0115-$0.0179, expected volatility of 141.25%-289.31%, no expected dividends, an expected term of 0.13-0.23 years and a risk-free interest rate of 0.12%-0.18%. On December 3, 2012, Asher converted $15,000 of May Note principal into 842,697 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $5,230. On December 11, 2012, Asher converted $12,000 of May Note principal into 800,000 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $11,973. On January 7, 2013, Asher converted the remaining $15,500 of principal and $1,700 accrued interest on the May Note into 1,977,011 shares of common stock. The Company recorded a loss of $3,739 on the final conversion of the derivative liability.


The July 12, 2012 Convertible Note

On July 12, 2012, the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher purchased an 8% convertible note (“The July Note”) in the aggregate principal amount of $32,500. $30,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on July 12, 2012, is due on April 16, 2013 at an interest rate of 8% per annum. On January 7, 2013, the note had not been repaid and became eligible for treatment as a derivative.  


Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature of $31,776. The initial fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.02, a conversion price of $0.0116, expected volatility of 205%, no expected dividends, an expected term of 0.27 years and a risk-free interest rate of 0.15%. The discount on the convertible loan was $32,500, all of which had been fully accreted by April 30, 2013.


On January 29, 2013, Asher converted $15,000 of July Note principal into 1,774,186 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $724. On February 6, 2013, Asher converted $15,000 of July Note principal into 1,875,000 shares of common stock. The Company revalued the derivative liability as of that date and recorded a loss of $16,444. On February 19, 2013, Asher converted $3,800 of July Note principal and $1,300 of interest into 426,966 shares of common stock. The Company revalued the derivative liability as of that date and recorded a loss of $8,934. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.015-$0.045, a conversion price of $0.08-$0.0089, expected volatility of 204.78%-257.65%, no expected dividends, an expected term of 0.13-0.27 years and a risk-free interest rate of 0.15%-0.17%.


The November 19, 2012 Convertible Note

On November 19, 2012, the Company entered into a Securities Purchase Agreement with Asher.  Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note (the “November Note”) in the aggregate principal amount of $27,500, $25,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on November 19, 2012, is due on August 21, 2013 at an interest rate of 8% per annum.  The Company paid the debt in full in May 2013 before the completion of 180 days from the date of funding.





12



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



The April 10, 2013 Convertible Note

On April 10, 2013, the Company entered into a Securities Purchase Agreement with Asher.  Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note (the “April Note”) in the aggregate principal amount of $32,500, $30,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 61% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on April 16, 2013, is due on January 15, 2014 at an interest rate of 8% per annum.  The Company will analyze whether the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value on the date the contingency of the conversion feature is settled which is 180 days from inception of the note.


NOTE 8 – STOCK AND WARRANT TRANSACTIONS


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. As of July 31, 2012 the Company has issued a total of 3,871,835 shares to Asia-Pacific for a total cash amount of $1,055,000 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 Asia-Pacific for cash in the amount of $0.50 per share for a total of $25,000.


On November 23, 2011, the Company amended 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  “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 February 22, 2012, the Company entered into and closed a lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital to date)  pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. In consideration for the above leases the Company issued 24,155,435 restricted shares of its 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.


As of April 30, 2013 and as part of the agreement with its main investor, Asia-Pacific Capital Ltd., the Company had issued 5,807,752 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 an average remaining contractual life of 1.091 years as of April 30, 2013. As these warrants were so far out of the money at issuance, no value was allocated to them. As of April 30, 2013 no warrants had been exercised.





13



LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013



On April 11, 2013, the Company entered into a stock purchase agreement with Petro Fund 1 (“PF1”),a Houston, Texas-based upstream oil and gas fund, pursuant to which the investor agreed to advance up to $3,650,000  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 $ 0.05, or 95% of the volume-weighted average of the closing price of common stock, for the 10 days immediately preceding the date of receipt of notice from the Company for the advance of funds from the investor. Each unit shall consist of one share (restricted) of the common stock of the Company. The Company shall use up to $150,000 of Advances to extinguish existing debts, fund operating expenses, working capital and general corporate activities. Subject to the foregoing, the Company may use any balance of the Advances up to$3,500,000 to fund mergers and acquisitions (including related legal and, accounting expenses) or the purchase of capital assets, with any such Advances to be approved by PF1.No funding was received as of the quarter ending April 30, 2013.  


NOTE 9 – 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 reportable subsequent events to be disclosed as follows:


Effective May 1, 2013, Ian Spowart resigned as secretary, chief executive officer and director. His resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.  


Concurrently with Mr. Spowart’s resignation, Miles D. Bender was appointed as Chief Executive Officer and Director to fill the ensuing vacancy, effective May 1, 2013. Further Mr. Bender was also appointed President and Chairman of the Board of Directors. Also effective May 1, 2013, William T. (“Bill”) Jones was appointed chief operating officer.  Mr. Bender and Mr. Jones will each receive 500,000 shares of common stock for the agreeing to serve the Company for six months. Those shares had not been issued as of June 14, 2013.


Mr. Bender has been involved in the energy business for twenty-nine years. He was a founder, President and CEO of National Energy Group, Inc. (“NEG”), which he took public. During his career he raised over $350 million for various enterprises. NEG was later sold in 2006 to publically traded SandRidge Energy (NYSE: SD). He was President of the Georgia Oil and Gas Association and a Director and member of the Executive Committee of the Independent Petroleum Association of America (IPAA). He graduated from the University of Buffalo with a B.A. in Business Administration in 1959 and has been the Chief Executive Officer of Bridge Energy, Inc. since 2006.

Mr. Jones has been a licensed Petroleum Engineer for 40 years. In 2004, he formed Redmon Oil Company in Dallas, Texas. Prior to that, he was Chief Operating Officer and Principal of Lynx Production Company, Dallas, Texas, from 1999 to 2004. Mr. Jones joined National Energy Group, Inc. of Dallas, Texas, as Vice President, Production and Engineering in 1994 and was promoted to Senior Vice President, Operations in 1996. After receiving a B.S. degree in Petroleum Engineering from Mississippi State University in 1968, he began his career with Shell Oil Company in Houston, Texas. In 1973, Mr. Jones joined Tenneco Oil Company. After Tenneco Oil, Mr. Jones held various engineering and management positions with several independent oil companies in Dallas and Ft. Worth, Texas. From 1989 to 1991, he was Senior Petroleum Engineer for Snyder Oil Company in Fort Worth before moving to Abilene to become Chief Operating Officer of Ard Drilling Company from 1992 until 1994. He is 67 years old.


Effective June 1, 2013, Mr. Bender resigned as Secretary; and Dennis Irwin, Chief Financial Officer, Treasurer and Director was appointed Secretary.  


Per the April 11, 2013 agreement with Petro Fund 1 (See Note 8.), the Company agreed to issue Petro Fund 1,548,921 shares of common stock for $43,000 cash on May 23, 2013. The Company received the cash on May 24, 2013, but had not issued those shares as of June 14, 2013.





14





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. On June 11, 2008, we effected 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", and active trading of the stock began on March 15, 2010.


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.





15





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 overriding royalty 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 retained the 1/64th of the 1% interest in the A-Lovech exploration block and Mr. Athens’ estate retained the $100,000 which is recorded in Oil and gas properties.


On February 12, 2010, our company entered into consulting agreements with Daniel Martinez-Atkinson and Ian Spowart, whereby our company agreed to retain Daniel Martinez-Atkinson to the position of chief financial officer and Ian Spowart to the position of chief executive officer of our company.  As compensation, the agreements provide for monthly payments of $5,000 to Daniel Martinez-Atkinson and $6,500 to Ian Spowart. Mr. Martinez-Atkinson resigned as chief financial officer on February 19, 2013 and Ian Spowart resigned as treasurer and chief financial officer on March 28, 2013 and as secretary, chief executive officer and director on May 1, 2013.


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. As of April 30, 2013 our company has issued a total of 3,871,835 shares to Asia-Pacific for a total cash amount of $1,055,000 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 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.


On February 22, 2012, we 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 our company are three-year leases to the following properties:


·

A 100% working interest in 2 separate properties equaling 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 equaling 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 equaling 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.




16





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 of common stock for the 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. The original value assigned these shares and the leaseholds was $3.3 million. It was determined that due to the relationship between Langold and Asia-Pacific this transaction was not arms length but rather was related party. Our company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted stock of our company which was valued at $243,932 for a total consideration of $263,932.


On March 1, 2012, we entered into a consulting agreement with Peter Gawith for a period of three years, ending February 28, 2015.  Under which Mr. Gawith provided consulting services in regards to our company’s management and operations.  As compensation, our company agreed to pay cash remuneration to Mr. Gawith pursuant to invoices rendered on a monthly basis by Mr. Gawith at a rate of US $500 per day, pro-rated for the amount of time spent on our company’s business and share remuneration of 25,000 shares on a quarterly basis during the term of the agreement. As of April 30, 2013, 75,000 shares had been issued.  Mr. Gawith resigned on December 2, 2012 and his consulting agreement has been terminated.


Effective March 25, 2013, our company agreed to pay all directors $7,500 for their first six months of service to be paid in either stock or cash.On March 28, 2013, upon the appointment of Dennis Irwin as our treasurer and chief financial officer, we agreed to provide Mr. Irwin with compensation of $3,000 per quarterly filing, $6,000 per annual filing and $150 per hour for additional accounting work outside of the scope of a director’s responsibilities, as assigned by our company. All fees are to be paid in stock until our company decides there is sufficient operating cash flow to pay his fees in cash.


Effective April 12, 2013, we entered into a share issuance agreement dated April 11, 2013 with Petro Fund 1.  Pursuant to the agreement, Petro will make available up to $3,650,000 in funds on request by and to our company until April 11, 2016, which may be extended up to 12 months.  Upon receipt by our company of any funds pursuant to the agreement, we will issue to Petro, in lieu of repayment of funds provided, a number of common shares of our company equal to the value of funds provided at a deemed price per share equal to 95% of the volume weighted average of the closing price of our common stock for the 10 banking days preceding the request of funds and at no less than $0.05 per share.  Pursuant to the agreement, our company agreed to issue Petro Fund 1,548,921 shares of common stock for $43,000 cash on May 23, 2013. Our company received the cash on May 24, 2013, but had not issued those shares as of June 14, 2013.


Also effective April 12, 2013, we entered into a securities purchase agreement with Asher Enterprises, Inc. dated April 10, 2013. Under the terms of the securities purchase agreement we issued an 8% convertible promissory note, in the principal amount of $32,500, which note matures on January 15, 2014 and may be converted into shares of our company’s common stock at a rate of 61% of the market price on any conversion date, any time after 180 days from April 10, 2013.  Our company has the right to prepay the note within 30 days of April 10, 2013, in consideration of the payment of an amount equal to 115%, multiplied by the sum of (1) the then outstanding principal amount of the note; (2) accrued and unpaid interest on the unpaid principal; (3) default interest, if any; and (4) any fees, pursuant to the agreement, related to the late delivery of converted shares. Our company received the sum of $32,500 principal under the note on April 10, 2013.




17





Results of Operations


The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended April 30, 2013 which are included herein.


Three and nine month periods ending April 30, 2013 and 2012 and from June 6, 2006 (inception) to April 30, 2013


  

  

  

 

Three Months

Ended

April  30,

 

 

Three Months

Ended

April  30,

 

 

Nine

Months

Ended

April 30,

 

 

Nine

Months

Ended

April 30,

 

 

June 6, 2006

(Inception)

through

April 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

 

Revenues

$

-

 

$

-

 

$

-

 

$

-

 

$

26,778

 

Total operating and G&A expenses

$

(91,761

)

$

(84,313

)

$

(210,367

)

$

(215,781

)

$

(1,650,684

)

Other income (expense)

$

(42,438

)

$

-

 

$

(112,315

)

$

-

 

$

(117,993

)

Net Loss

$

(134,199

)

$

(84,313

)

$

(322,682

)

$

(215,781

)

$

(1,741,899

)


Expenses


Our total expenses for the three and nine month periods ended April 30, 2013 and 2012 and June 6, 2006 (inception) to April 30, 2013 are outlined in the table below:


  

 

Three

 

 

Three

 

 

Nine

 

 

Nine

 

 

June 6, 2006

  

 

Months

 

 

Months

 

 

Months

 

 

Months

 

 

(Inception)

  

 

Ended

 

 

Ended

 

 

Ended

 

 

Ended

 

 

through

  

 

April 30,

 

 

April 30,

 

 

April 30,

 

 

April 30,

 

 

April 30,

  

 

2013

 

 

2012

 

 

2013

 

 

2012

 

 

2013

Operating Costs

$

3,600

 

$

7,573

 

$

10,814

 

$

20,453

 

$

53,188

Impairment expense

$

-

 

$

-

 

$

-

 

$

-

 

$

626,536

Professional fees

$

4,315

 

$

13,366

 

$

29,510

 

$

32,967

 

$

141,159

General and administrative

$

83,846

 

$

63,374

 

$

170,043

 

$

162,361

 

$

829,801


Total expenses for the three months ended April 30, 2013, increased by $7,448 compared to the three months ended April 30, 2012, primarily due to higher general and administrative expenses.


Total expenses for the nine months ended April 30, 2013, decreased by $5,414, as compared to the nine months ended April 30, 2012. The change resulted from lower operating costs.


Liquidity and Financial Condition


Working Capital

 

  

 

 

  

 

 

  

 

  

 

At April 30,

 

 

At July 31,

 

 

Percentage

 

  

 

2013

 

 

2012

 

 

Increase (Decrease)

 

Current Assets

$

4,118

 

$

38,880

 

 

(89)%

 

Current Liabilities

$

238,698

 

$

134,848

 

 

77%

 

Working Capital

$

(234,580

)

$

(95,968

)

 

(144)%

 





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Cash Flows

 

 Nine Months

 

 

 Nine Months

 

  

 

Ended

 

 

Ended

 

  

 

April 30,

 

 

April 30,

 

  

 

2013

 

 

2012

 

Net Cash Used in Operating Activities

$

(89,672

)

$

(323,957

)

Net Cash Provided by Financing Activities

$

55,000

 

$

170,000

 

Net Decrease In Cash During The Period

$

(34,762

)

$

(153,957

)


Changes in cash flow reflect an increase in both accounts and salaries payable and a decrease in the amount of capital raised.


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


The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.


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.


Oil and Gas Properties


Our 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 unit 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.  A gain or loss is not recognized in income unless a significant portion of a cost center’s reserves




19





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.


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.  


Income Taxes


Our 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 our company will not realize the tax assets through future operations.


Our company’s federal tax returns for the years ended 2006 through 2011 are open to examination. At April 30, 2013, our company evaluated our open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. Our company accounts for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.


Fair Value of Financial Instruments


U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. Our company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. Our company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. Our company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments. There were no derivatives at April 30, 2013.


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 and chief financial 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 foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and




20





principle accounting officer) concluded that our disclosure controls and procedures were not 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 April 30, 2013 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


As of April 30, 2013 and as part of the agreement with our main investor, Asia-Pacific Capital Ltd., we issued warrants to purchase 5,807,752 common shares . 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 an average remaining contractual life of 1.091 years as of April 30, 2013. As these warrants were so far out of the money no value was allocated to them. As of April 30, 2013 no warrants had been exercised. These securities were issued in reliance on an exemption from registration found in Regulation S of the Securities Act of 1933, as amended.


Item 3.  Defaults Upon Senior Securities


None.


Item 4.  Mining Safety Disclosures


Not applicable.


Item 5.  Other Information


Effective March 27, 2013, James William Anderson resigned as a director of our company.  His resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.


Effective March 28, 2013, our company reduced the number of directors to three.


Also on March 28, 2013, our company appointed Dennis Irwin, a director of our company, as treasurer and chief financial officer.


Effective May 1, 2013, Ian Spowart resigned as Secretary, Chief Executive Officer and Director. His resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.


Concurrently with Mr. Spowart’s resignation, Miles D. Bender was appointed as Secretary, Chief Executive Officer and Director to fill the ensuing vacancy, effective May 1, 2013. Further Mr. Bender was also appointed President, Secretary and Chairman of the Board of Directors.


Also effective May 1, 2013, William T. (“Bill”) Jones was appointed Chief Operating Officer.  


Effective June 1, 2013, Mr. Bender resigned as Secretary; and Dennis Irwin, Chief Financial Officer, Treasurer and Director was appointed Secretary.  Mr. Bender’s resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.




21






Our board of directors now consists of Richard Clark Webb, Dennis Irwin and Miles D. Bender.


Our officers consist of Miles D. Bender acting as chief executive officer, president and chairman of the board, Dennis Irwin, acting as chief financial officer, secretary and treasurer and William T. Jones acting as chief operating officer.


Miles D. Bender, Chief Executive Officer, President, Chairman of the Board and Director (Age 76)


Mr. Bender has been involved in the energy business for twenty-nine years. He was a founder, president and chief executive officer of National Energy Group, Inc. (“NEG”), which he took public. During his career he raised over $350 million for various enterprises. NEG was later sold in 2006 to publically traded SandRidge Energy. He was president of the Georgia Oil and Gas Association and a director and member of the executive committee of the Independent Petroleum Association of America. He graduated from the University of Buffalo with a B.A. in Business Administration in 1959 and has been the chief executive officer of Bridge Energy, Inc. since 2006.


William T. (“Bill”) Jones, Chief Operating Officer (Age 67)


Mr. Jones has been a licensed petroleum engineer for 40 years. In 2004, he formed Redmon Oil Company in Dallas, Texas. Prior to that, he was chief operating officer and principal of Lynx Production Company, Dallas, Texas, from 1999 to 2004. Mr. Jones joined National Energy Group, Inc. of Dallas, Texas, as vice president, production and engineering in 1994 and was promoted to senior vice president, operations in 1996. After receiving a B.S. degree in petroleum engineering from Mississippi State University in 1968, he began his career with Shell Oil Company in Houston, Texas. In 1973, Mr. Jones joined Tenneco Oil Company. After Tenneco Oil, Mr. Jones held various engineering and management positions with several independent oil companies in Dallas and Ft. Worth, Texas. From 1989 to 1991, he was senior petroleum engineer for Snyder Oil Company in Fort Worth before moving to Abilene to become chief operating officer of Ard Drilling Company from 1992 until 1994.




22





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).

10.10

Asset Purchase Agreement between our company and Langold Enterprises Limited dated February 22, 2012 (Incorporated by reference from our Current Report on Form 8-K filed on February 24, 2012)

10.11

Consulting Agreement between our company and Peter Gawith dated March 1, 2012. (Incorporated by reference from our Quarterly Report on Form 10-Q filed on June 14, 2012).

10.12

Securities Purchase Agreement between our company and Asher Enterprises Inc. dated November 19, 2012 (incorporated by reference to our Quarterly Report on Form 10-Q filed on December 14, 2012)

10.13

Share Issuance Agreement between our company and Petro Fund 1 dated April 11, 2013 (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2013)

10.14

Securities Purchase Agreement between our company and Asher Enterprises, Inc. dated April 10, 2013 (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2013)

10.15

Convertible Promissory Noted between our company and Asher Enterprises, Inc. dated April 10, 2013 (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2013)

(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.




23



 

101**

Interactive Data File (Form 10-Q for the quarterly period ended April 30, 2013 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

 

 

*

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.




24






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:  June 14, 2013

/s/ Miles D. Bender

 

Miles D. Bender

 

President, Chief Executive Officer and Director

 

(Principal Executive Officer)

 

 

 

 

 

 

Dated:  June 14, 2013

/s/ Dennis Irwin

 

Dennis Irwin

 

Chief Financial Officer, Secretary, Treasurer and Director

 

(Principal Financial Officer and Principal Accounting Officer)





25