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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
November 7, 2013
Date of Report (Date of earliest event reported)
LIBERTY COAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada 0-54073 90-0819102
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2782 Gateway Road, Carlsbad, CA 92009
(Address of principal executive offices) (Zip Code)
(978) 705-1645
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective November 7, 2013, The Board of Directors of Liberty Coal Energy
approved the issuance of 100 million restricted shares of Liberty Coal Energy
common stock to Robert Malasek, Treasurer, CFO and Director for unpaid
compensation of $25,000 USD and $15,000 USD as a onetime grant.
Effective November 7, 2013, The Board of Directors of Liberty Coal Energy
approved the issuance of 100 million restricted shares of Liberty Coal Energy
common stock to Edwin Morrow, President and Director for unpaid compensation of
$40,000 USD.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On November 15, 2013, the Company filed a Certificate of Change to its
Certificate of Incorporation with the Nevada Secretary of State to effect: (i) a
reverse stock split of the outstanding common stock at a ratio of 1:15 (the
"REVERSE STOCK SPLIT"); that became effective on December 20, 2013 (the
"EFFECTIVE DATE").
As of the Effective Date, every fifteen (15) shares of the Company's pre-split
common stock, par value $0.001 per share (the "COMMON STOCK"), was consolidated
into one (1) post-split share of Common Stock. The Reverse Stock Split
automatically converted the number of the Company's Common Stock issued and
outstanding. As a result of the Reverse Stock Split, the number of issued and
outstanding shares of Common Stock is approximately 39,479,575 subject to
adjustment for fractional shares. The Reverse Stock Split does not affect any
shareholder's ownership percentage of the Company's common stock, except to the
limited extent that the Reverse Stock Split resulted in any adjustment for
fractional shares. In addition, the Common Stock now trades under a new CUSIP
number beginning on the Effective Date.
Our reverse stock split became effective with the Nevada Secretary of State on
the Effective Date, however, further action is needed before the Reverse Split
will be implemented through the DTC System.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.1. Certificate of Change to the Certificate of Incorporation
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIBERTY COAL ENERGY CORP.
Date: January 6, 2013 By: /s/ Robert T. Malasek
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Chief Financial Officer, Secretary & Director
