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 October 31, 2013.
	For the quarterly period ended January 31, 2014.
[ ]	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_013114apg001.jpg]

LIBERTY ENERGY CORP.

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


Nevada	205024859	832-649-2652
(State or other jurisdiction	(IRS Employer	(Registrant’s telephone number)
of incorporation or organization)	Identification No.)

2425 Fountain View Drive, Suite 300, Houston, TX 77057

(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.

99,141,334 common shares issued and outstanding as of ~~December~~March 1217, ~~2013~~2014.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2628
Item 4.	Controls and Procedures	2628
PART II
Item 1.	Legal Proceedings	2730
Item 1A.	Risk Factors	2730
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2730
Item 3.	Defaults Upon Senior Securities	2730
Item 4.	Mining Safety Disclosures	2730
Item 5.	Other Information	2730
Item 6.	Exhibits	2831
SIGNATURES		2932

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the ~~three~~ six-month period ended ~~October~~January 31, ~~2013~~2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

		As of		As of
		October 31,		July 31,
		January 31,		July 31,
		2013		2013
		2014		2013
		(Unaudited)		(Audited *)
Current Assets
Cash	$	13,~~273~~387	$	1,894
Total Current Assets		13,~~273~~387		1,894
Oil and Gas Properties, full cost method		363,939		363,939
Total Assets	$	~~365~~367,~~212~~326	$	365,833
Current Liabilities
Accounts Payable		96116,~~916~~448		87,928
Loan Payable		-		32,500
Notes Payable		-		32,500
Accrued Interest		3,174		25,564
Accounts Payable – Related Parties		127,425		114,300
Total Current Liabilities		~~227~~247,~~515~~047		260,292
Stockholders' Equity
Common stock, $0.001 par value, 150,000,000 shares
authorized; 99,141,334 and 98,243,000 shares issued
authorized; 99,141,334 and 98,243,334 shares issued
and outstanding as of October 31, 2013 and
and outstanding as of January 31, 2014 and
July 31, 2013 respectively		99,141		98,243
July 31, 2013, respectively		99,141		98,243
Additional paid-in capital		12,~~993~~006,~~181~~681		1,926,015
Deficit accumulated during exploration stage		(1,~~954~~985,~~625~~543)		(1,918,717)
Total Stockholders' Equity		~~137~~120,~~697~~279		105,541
Total Liabilities &
Stockholders' Equity	$	~~365~~367,~~212~~326	$	365,833

* Derived from audited information

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

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

			Three Months			Three Months			June 6, 2006 (inception)
			Three		Three						June 6, 2006
			Ended			Ended			through
			Months		Months		Six Months		Six Months		(inception)
			October 31,			October 31,			October 31,
			Ended		Ended		Ended		Ended		through
			2013			2012			2013
			January 31,		January 31,		January 31,		January 31,		January 31,
Revenues
			2014		2013		2014		2013		2014
Revenues	~~Revenues~~	$	-		$	-		$	~~26,778~~
Operating Costs
	Revenues	$	-	$	-	$	-	$	-	$	26,778
Operating Costs	~~Operating Costs~~		-			-			~~53,188~~
	Impairment Expense		-			-			626,536
	Operating Costs		-		7,214		-		7,214		53,188
Total Operating Expense			-			-			(679,724)
	Impairment Expense		-		-		-		-		626,536
Gross Profit			-			-			(652,946)
Total Operating Expense			-		7,214		-		7,214		679,724
General & Administrative Expenses
Gross Profit			-		(7,214)		-		(7,214)		(652,946)
	Professional Fees		34,425			17,754			186,900
General & Administrative Expenses
	General & Administrative		1,058			43,654			962,088
	Professional Fees		23,044		7,442		57,469		25,195		209,944
Total General & Administrative Expenses			(35,483)			(61,408)			(1,148,988)
	General & Administrative		7,874		42,542		8,932		86,197		969,962
Other Income/(Expense)
Total General & Administrative Expenses			(30,918)		(49,984)		(66,401)		(111,392)		(1,179,906)
	Interest expense		(425)			(25,974)			(123,817)
Other Income/(Expense)
	Loss on derivative liability					(17,784)			(28,974)
	Interest expense		-		(40,307)		(425)		(66,281)		(123,817)
	Gain from currency exchange		-			-			100
	Gain/(loss) on derivative liability		-		14,188				(3,596)		(28,974)
Total Other Income (Expense)			(425)			(43,758)			(152,691)
	Gain from currency exchange		-		-		-		-		100
Net Loss		$	(35,908)		$	(105,166)		$	(1,954,625)
Total Other Income (Expense)			-		(26,119)		(425)		(69,877)		(152,691)
Net Loss per share
Net Loss		$	(30,918)	$	(83,317)	$	(66,826)	$	(188,483)		($1,985,543)
	Basic earnings per share	$	(0.00)		$	(0.00)
Net Loss per share
Weighted average number of			98,410,926			88,543,574
	Basic earnings per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
common shares outstanding
Weighted average number of			99,141,334		90,106,409		94,755,873		89,358,935
common shares outstanding

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

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

						June 6, 2006
		Three Months		Three Months		(inception)
		Six Months		Six Months		(inception)
		Ended		Ended		through
		October 31,		October 31,		October 31,
		January 31,		January 31,		January 31,
		2013		2012		2013
		2014		2013		2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3566,~~908~~826)	$	(~~105~~188,~~166~~483)	$	(1,~~954~~985,~~625~~543)
Adjustments to reconcile net loss to net cash
used in operating activities:
Impairment Expense		-		-		693,909
Write off of ARO liability		-		-		(33,048)
Amortization of debt discount &financing		-		2461,~~460~~275		8075,000
Loss on derivative liability		-		17,784		28,974
Amortization of deferred financing costs						5,000
Stock compensation		-		1,500		114,750
Loss on derivative liability		-		3,596		28,974
Stock compensation		-		2,500		114,750
Changes in operating assets and liabilities:
Accounts Payable		828,~~988~~520		2759,~~060~~898		~~216~~235,~~095~~627
Accrued Interest		(1022,~~444~~390)		-		(1022,~~444~~390)
Accounts Payable – Related Parties		13,125		-		13,125
Net cash used in operating activities		(2447,~~239~~571)		(3461,~~362~~214)		(~~851~~874,~~264~~596)
CASH FLOWS FROM INVESTING ACTIVITIES
(Addition) Disposal of Oil and Gas Properties		-		-		(737,581)
Net cash (used in) investing activities		-		-		(737,581)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-898		-		1,439,~~000~~898
Loan Payable - related party		-		-		25,000
Proceeds from Additional Paid in Capital		80,666		-		80,666
Proceeds from Loan Payable		41,118		-		171,118
Notes Payable - related party		-		-		25,000
Repayment of Loan Payable		(17,500)		-		(45,000)
Proceeds from Notes Payable		-		25,000		130,000
Net cash provided by (used in) financing activities		23,618		-		1,590,118
Repayment of Notes Payable		(32,500)		-		(60,000)
Net increase (decrease) in cash		(621)		(34,362)		1,273
Net cash provided by (used in) financing activities		49,064		25,000		1,615,564
Net increase (decrease) in cash		1,493		(36,214)		3,387
Cash at beginning of period		1,894		38,880		-
Cash at end of period	$	13,~~273~~387	$	42,~~518~~666	$	13,~~273~~387

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for :

Interest

Income Taxes

Non Cash Activity

Related Party Debt Forgiven

25,000

Lease acquired through issuance of stock

263,938

ARO Assets

56,328

Reversal of Oil and Gas Assets through Notes

(300,000)

Write off discount on oil and gas properties

103,570

Shares issued for conversion of note payable issued on July 11, 2012 and interest of $1,300

33,800

Shares issued for conversion of note payable issued on May 23, 2012 and interest of $1,700

44,200

Shares issued for conversion of note payable issued on April 10, 2013 and interest of $850

15,000

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

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

(CONTINUED)


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Interest	$	984	$	-	$	15,819
Income Taxes	$	-	$	-	$	-
Non Cash Activity
Related Party Debt Forgiven	$	-	$	-	$	25,000
Lease acquired through issuance of stock		-		-		263,938
ARO Assets		-		-		56,328
Reversal of Oil and Gas Assets through Notes		-		-		(300,000)
Debt discount associated with derivative liability		-		13,257		13,257
Write off discount on oil and gas properties		-		-		103,570
Shares issued for conversion of note payable issued on July 11, 2012 and interest of $1,300		-		15,000		15,000
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 April 10, 2013 and interest of $850	$	15,000	$	-	$	15,000

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

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~October~~January 31, ~~2013~~2014

(UNAUDITED)

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 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 is 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 has no revenues or cash flow to meet operating expenses. Continuing as a going concern, the Company contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses since its inception and requires capital for its future operational activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition to profitable operations is necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 3 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). 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~~ six-month period ended ~~October~~January 31, ~~2013~~2014 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 financial statements and the footnotes thereto for the ~~periods~~year ended July 31, 2013 detailed in our Annual Report on Form ~~10K~~10-K filed on November 19 21, 2013.

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 GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Loss per Share

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

Oil and Gas Properties

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

910

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. Our policy is consistent with ASC 932.

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 2009 through ~~2013~~2012 are open to examination. At ~~October~~January 31, ~~2013~~2014, 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.

Fair Value of Financial Instruments

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, accounts payables, loan payable and accrued interest. 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.

1011

The Company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments.

We evaluate and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”.

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

We account for convertible instruments (when we have determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: We record when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The embedded conversion option in connection with our convertible debt could not be exercised unless and until we completed a Qualifying Financing transaction. Accordingly, we determined based on authoritative guidance that the embedded conversion option is deemed to be a contingent conversion rather than active conversion option that did not require accounting recognition at the commitment dates of the issuances of the Notes.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation. No reclassification had any impact on the Company’s previously reported net income (loss).

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 this tract had 1 shut-in well. It was determined by the Company after discussions with their operators, geologists and based on historical data, that it would not be cost effective to pursue the well therefore the lease was allowed to lapse. In connection with the lapse $3,512 of leasehold cost were written off as of July 31, 2012. 12

The ~~remaining~~Anton ~~leases~~Lease lapsed on ~~July~~January 259, ~~2012~~2011 this tract had 1 shut-in well. It was determined by the Company after discussions with their operators, geologists and based on historical data, that it would not be cost effective to pursue the ~~leases~~well ~~and existing wells~~ therefore the lease was allowed to lapse. In connection with the lapse, $~~690~~3,~~397~~512 of leasehold cost ~~was~~were written off. ~~The Company also accrued payable for $23,280 for the plugging and abandonment of wells associated with these properties~~ as of ~~October~~July 31, ~~2013~~2012.

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 in the amount of $23,280 for the plugging and abandonment of wells associated with these properties as of January 31, 2014.

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 1/16ths 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~~were payable in four separate $100,000 closings to take place approximately 30 days apart, from the date of execution of the agreement.

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

the $100,000 which was forwarded to Mr. Athens for this acquisition. Oil and gas properties and notes payable were both reduced by $300,000 in accordance with the revised agreement.

Langold Acquisition

On February 22, 2012, the Company entered into and closed a three 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) 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:

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 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 the N. W. 1/4 of Section 24, Block 2, H & C. R. R. Co., Survey, 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 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. The original value assigned these shares and the leaseholds ~~were~~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 were recorded at the price paid by Langold on their original three 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 which is recorded as oil and gas properties in the accompanying balance sheets as of ~~October~~January 31, ~~2013~~2014 and July 31, 2013.

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 ~~October~~January 31, ~~2013~~2014.

NOTE 6 – RELATED PARTY TRANSACTIONS

Effective October 25, 2013, the Company entered into two separate agreements with Buchanan Ventures, Inc. to engage Carlos Buchanan as a consultant. Under the first agreement (“Contractor Agreement”), it was agreed that Mr. Buchanan would, among other things, (a) assist with the development of the Company’s business, (b) assist with the financial and investment structuring of the Company and (c) assist with evaluating acquisition prospects. As consideration for such consulting services, the Company agreed to pay Mr. Buchanan an aggregate of $150,000, payable every 90 days over a term of 24 months, payable in either cash or Company stock at the ~~option~~Company’s ofdiscretion and based on the ~~Company~~income inthresholds ~~either~~achieved ~~cash~~by orthe Company. ~~stock~~If the Company’s income is below $25,000 per month during the service period than payments should be due after income threshold is achieved. Under the second agreement (“Finder Fee Agreement”) Mr. Buchanan agreed, among other things, to introduce a mezzanine lender to advance to the Company over a period of 12 months up to $7,500,000 to support development and acquisition plans. In consideration of such services, the Company agreed to issue to Mr. Buchanan a total of 10,000,000 shares of Company common stock, subject to adjustment and clawback of all or a portion of the shares based upon Mr. Buchanan’s performance under the Finder Fee Agreement. As of ~~October~~January 31, ~~2013~~2014, no part of the consideration payable on account of either of the agreements has been ~~paid~~incurred. Mr. Buchanan is the brother of Armando Rafael Buchanan, the Company’s Chief Financial Officer.

At October 31, 2013, the Company owed $37,425 to current officers and directors and $90,000 to two former officers and directors in non-interest bearing notes. 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 for services provided.14

At January 31, 2014, the Company owed $37,425 to current officers and directors and $90,000 to two former officers and directors in non-interest bearing notes. 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 for services provided.

Subsequent to October 31, 2013, the Company received free rent from a related party without an official agreement.

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, was 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.

On November 19, 2012, 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 July 31, 2013.

During the 2nd Quarter of 2013, Asher converted the $42,500 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.

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 July 31, 2013.15

~~During~~In the ~~2nd Quarter of 2013~~aggregate, ~~Asher converted $42,500 of note payable along with~~ the ~~interest~~Company ofrecorded ~~$1,700. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with~~ a ~~quoted~~total ~~market~~loss ~~price~~ of $~~0.020-$0.040~~4,320 aon the conversion ~~price~~ of ~~$0.0115-$0.0179,~~the ~~expected~~May ~~volatility~~note ofpayable ~~141.25%-289.31%,~~to ~~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~~which ~~$15,000~~is ofincluded ~~May~~as ~~Note~~part ~~principal into 842,697 shares~~ of ~~common~~Loss ~~stock.~~on ~~The~~Derivative ~~Company~~in ~~revalued~~ the ~~derivative~~statement ~~liability as~~ of ~~that~~operations ~~date~~for ~~and~~the ~~recorded~~year aended ~~gain~~July ~~of $5~~31,~~230.~~ ~~On December 11, 2012, Asher converted $12,000 of May Note principal into 800,000 shares of common stock~~2013. As ~~The Company revalued the derivative liability as~~ of ~~that date and recorded a gain of $11,973. On~~ January 731, ~~2013,~~2014 ~~Asher~~no ~~converted~~additional ~~the~~Loss ~~remaining $15,500 of principal and $1,700 accrued interest~~ on ~~the~~Derivative ~~May~~is ~~Note into 1,977,011 shares of common stock~~recognized. ~~The Company recorded a loss of $3,739 on the final conversion of the derivative liability.~~

In the aggregate, the Company recorded a total loss of $4,320 on the conversion of the May note payable to Asher which is included as part of Loss on Derivative in the statement of operations for the year ended July 31, 2013. As of October 31, 2013, no additional Loss on Derivative is recognized.

The July 12, 2012 Convertible Note

On July 12, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc. Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note in the aggregate principal amount of $32,500. $30,000 was funded to the Company with the remaining $2,500 recorded as legal expenses 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, was 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 which was recorded on January 31, 2013, all of which had been fully accreted by July 31, 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%.

14In the aggregate, the Company recorded a total loss of $24,654 on the conversion of the July Note payable to Asher which is included as part of Loss on Derivative in the statement of operations for the year ended July 31, 2013. As of January 31, 2014 no additional Loss on Derivative is recognized.

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%.

In the aggregate, the Company recorded a total loss of $24,654 on the conversion of the July Note payable to Asher which is included as part of Loss on Derivative in the statement of operations for the year ended July 31, 2013. As of October 31, 2013 no additional Loss on Derivative is recognized.

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 November Note in full in May 2013 before the completion of 180 days from the date of funding.

“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 November Note in full in May 2013 before the completion of 180 days from the date of funding.

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.

In light of the fact that some of the debt would be converted before it was extinguished and that there would be a high prepayment penalty, the Company recorded the cost of the discount on conversion and the prepayment penalty at July 31, 2013, resulting in a liability of $58,064 and total related interest of $25,564.

On October 16, 2013, Asher converted $15,000 of the face amount of the April Note into 898,204 shares of common stock.

On October 28, 2013, the Company settled the amount due on the April Note in full for $31,118, which included all accrued interest and prepayment penalties, and as of ~~October~~January 31, ~~2013~~2014 there is no balance due.

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 and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing the Company with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of October 31, 2013, 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. 17

additional share of common stock, at an exercise price equal to 125% of the unit price at which the unit containing the warrant being exercised was issued, for a period of three (3) years from the date such warrant is issued.

On March 8, 2011, the Company entered into a letter agreement to amend the share issuance agreement entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to the Company and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing the Company with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of January 31, 2014, 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 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.

16As of January 31, 2014 and as part of the agreement with its primary investor, Asia-Pacific Capital Ltd., the Company had issued 5,807,752 warrants in the prior periods. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. As these warrants are so far out of the money no value was allocated to them. As of January 31, 2014 no warrants had been exercised.

AsOn ofFebruary ~~October~~22, 312012, ~~2013~~the Company entered into and asclosed ~~part~~a oflease ~~the~~assignment agreement with ~~its~~Langold ~~primary~~Enterprises ~~investor~~Limited pertaining to certain interests in oil and gas properties in Bastrop, ~~Asia-Pacific~~Caldwell ~~Capital~~and ~~Ltd.~~Eastland Counties, Texas. In consideration for the ~~Company~~above ~~had~~leases the Company issued 524,~~807~~155,~~752~~435 ~~warrants~~restricted inshares ~~the~~of ~~prior~~its ~~periods.~~common ~~The~~stock ~~warrants~~to ~~issued~~Langold, ~~have~~a annon-US ~~exercise~~shareholder. The ~~price~~restricted ofshares ~~$1.25~~issued and ~~are~~the ~~fully~~leasehold ~~vested~~costs were each recorded at the ~~date~~price ofpaid ~~grant.~~by AsLangold ~~these~~on ~~warrants~~their ~~are~~original sothree ~~far~~year ~~out~~lease ofacquisition from the ~~money~~land noowners. ~~value~~That price paid was ~~allocated~~$20,000 tocash ~~them.~~plus As1,800,000 shares of ~~October~~restricted 31Liberty Energy stock which was valued at $243,932 ~~2013~~for noa ~~warrants~~total ~~had~~consideration ~~been~~of ~~exercised~~$263,932.

On ~~February~~May 2223, 2012, the Company entered into ~~and~~the ~~closed~~May aNote ~~lease~~(see ~~assignment~~Note ~~agreement~~7) with ~~Langold~~face ~~Enterprises~~amount ~~Limited~~of ~~pertaining~~the toMay ~~certain~~Note ~~interests~~together inwith ~~oil~~any ~~and~~unpaid ~~gas~~accrued ~~properties~~interest inbeing ~~Bastrop,~~convertible ~~Caldwell~~into ~~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 issued and the leasehold costs were each recorded~~ at the ~~price~~holder’s ~~paid~~option by180 ~~Langold~~days ~~on their original three year lease acquisition~~ from ~~the~~inception ~~land~~at ~~owners.~~a ~~That~~variable conversion price ~~paid~~calculated ~~was~~as ~~$20,000~~58% ~~cash plus 1,800,000 shares~~ of ~~restricted~~the ~~Liberty~~market ~~Energy~~price ~~stock~~ which ~~was~~means ~~valued~~the ataverage ~~$243,932 for a total consideration~~ of ~~$263,932.~~the ~~These~~lowest ~~shares~~three ~~were~~trading ~~issued~~prices ~~without~~during ~~a prospectus, in reliance on exemptions from registration found in Regulation S of~~ the ~~Securities Act of 1933, as amended.~~

On May 23, 2012, the Company entered into the May Note with face amount of the May Note together with any unpaid accrued interest being 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, was due on February 25, 2013 at an interest rate of 8% per annum. During the 2nd Quarter of 2013, Asher converted $42,500 of the face amount of the May Note together with the interest of $1,700. On December 11, 2012, Asher converted $12,000 of the face amount of the May Note. On January 7, 2013, Asher converted the remaining $15,500 face amount of the May Note together with $1,700 accrued interest. In the aggregate, the Company recorded a total loss of $4,320 on the conversion of the May Note, which was included as part of Loss on Derivative in the statement of operations for the year ended July 31, 2013. As of October 31, 2013 no additional Loss on Derivative is recognized.18

On July 12, 2012, the Company entered into the July Note. The face amount of the July Note together with any unpaid accrued interest was 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~~May 1223, 2012, was due on February 25, 2013 at an interest rate of 8% per annum. OnDuring ~~January~~the ~~29,~~2nd Quarter of 2013, Asher converted $1542,~~000~~500 of the face amount of the ~~July~~May Note together with the interest of $1,700. On ~~February~~December 611, ~~2013~~2012, Asher converted $1512,000 of the face amount of the ~~July~~May Note. On ~~February~~January 197, 2013, Asher converted the remaining $315,~~800~~500 of face amount of the ~~July~~May Note ~~and~~together with $1,~~300~~700 ofaccrued interest. In the aggregate, the Company recorded a total loss of $244,~~654~~320 on the conversion of the ~~July~~May Note, which was included as part of Loss on Derivative in the statement of operations for the year ended July 31, 2013. As of ~~October~~January 31, ~~2013~~2014 no additional Loss on Derivative is recognized.

17On July 12, 2012, the Company entered into the July Note. The face amount of the July Note together with any unpaid accrued interest was 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, was due on February 25, 2013 at an interest rate of 8% per annum. On January 29, 2013, Asher converted $15,000 of the face amount of the July Note. On February 6, 2013, Asher converted $15,000 of face amount of the July Note. On February 19, 2013, Asher converted $3,800 of face amount of the July Note and $1,300 of interest. In aggregate, the Company recorded a total loss of $24,654 on the conversion of the July Note which was included as part of Loss on Derivative in the statement of operations for the year ended July 31, 2013. As of January 31, 2014 no additional Loss on Derivative is recognized.

On September 1, 2012, we issued 25,000 shares of common stock for the services provided for the three month quarter ended October 31, 2012. The Company recorded the shares at the market price on the issue date of $0.06 for a total consulting expense of $1,500.

On November 19, 2012, the Company entered into the November Note. The face amount of the November Note together with any unpaid accrued interest was 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 November Note was issued on November 19, 2012, was due on August 21, 2013 at an interest rate of 8% per annum. The Company repaid the November Note in May 2013 before the completion of 180 days from the date of funding.

On April 10, 2013, the Company entered into the April Note. The face amount of the April Note, together with any unpaid accrued interest was 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 April Note, issued on April 16, 2013, was due on January 15, 2014 at an interest rate of 8% per annum. On October 16, 2013, Asher converted $15,000 of ~~the face amount of the April Note. On October 28, 2013, the Company settled the note in full for $31,118, which included all accrued interest and prepayment penalties.~~

the face amount of the April Note. On October 28, 2013, the Company settled the note in full for $31,118, which included all accrued interest and prepayment penalties.

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. All advances made shall be converted into shares.

The Company agreed to issue Petro Fund 548,921 shares of common stock for $43,000 in cash on May 23, 2013. The Company received the cash on May 24, 2013. The Company received an additional $41,118 in advances from PF1 in relation to this stock purchase agreement during the quarter ended October 31, 2013. The Company used these advances to settle the remaining April Note with Asher and to pay off certain payables. The Company had not issued any shares to PF1 for any of the advances received as of December 16, 2013, and the advances have been recorded as additional paid in capital. Please refer to ~~note~~Note10 9 for additional advances made subsequent to ~~October~~January 31, ~~2013~~2014.

On July 31, 2013, the day of their resignation, the Company issued the former officers 2,000,000 shares of common stock, which it valued at $110,000. As part of the separation agreement, the Company accelerated the 500,000 shares that each were to have earned over the first six months (including 150,000 that each had not yet earned) and further awarded each an additional 500,000 shares when they left the Company.

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:

Armando Buchanan became Chief Financial Officer of the Company on November 7, 2013, pursuant to an agreement whereby he will earn an aggregate of 1,000,000 shares of Company stock over the following twelve months as compensation.

OnRichard ~~November~~Steve ~~22,~~Williamson ~~2013,~~became ~~the~~Chief ~~Company~~Operating ~~entered~~Officer ~~into a Letter~~ of ~~Intent~~the ~~with~~Company ~~Harmel~~on ~~Estate~~October ~~# 3 LLC to acquire certain producing oil and gas leases in Archer County~~21, Texas. The leases covers 140 Acres with 21 oil wells and 2 injection wells. The lease has current production of approximately 8-10 Barrels of Per Day (BOPD) from currently producing wells. The wells are currently producing from 12013,~~400-1,500~~ ~~foot~~pursuant ~~pay zones and new logs show potential additional zones up hole. This lease has rights~~ to ~~all~~an ~~depths~~agreement ~~which~~whereby ~~include~~he ~~Cisco,~~will ~~Thomas,~~earn ~~Gunsight~~an ~~Sands,~~aggregate ~~Milham Sands and KMA Sands. The lease currently has a 100% Working Interest and 80% Net Revenue Interest. The Letter~~ of ~~Intent calls for a purchase price of $100~~1,000 ~~cash plus $300~~,000 ~~worth~~shares of ~~restricted~~ Company stock. ~~The~~over sellers will retain a minority carried interest in workover and infill drilling wells subject to a Before Pay Out return to Liberty of 125% of capital invested. The transaction is subject to Company due diligence, the ~~negotiation~~following oftwelve ~~definitive~~months ~~agreements~~as ~~and raising the required funding~~compensation.

~~Subsequent~~NOTE to9 ~~October~~– ~~31,~~COMMITMENT ~~2013,~~AND ~~the~~CONTINGENCY ~~Company received free rent from a related party without an official agreement.~~

~~Subsequent~~On toNovember ~~October 31~~22, 2013, ~~and~~the upCompany toentered ~~date~~into ofa ~~filing~~Letter of ~~this~~Intent ~~financial~~with ~~statements,~~Harmel ~~the~~Estate ~~Company~~# ~~received~~3 anLLC ~~additional~~to ~~$13,500~~acquire incertain ~~advances~~producing ~~from~~oil ~~PF1~~and asgas ~~per~~leases ~~the~~in ~~stock~~Archer ~~purchase~~County, ~~agreement~~Texas. The ~~entered~~leases ~~into~~cover on140 ~~April~~Acres ~~11,~~with ~~2013~~21 oil wells and as2 ~~stated~~injection inwells. ~~Note~~The lease has current production of approximately 8-10 Barrels of Per Day (BOPD) from currently producing wells. The wells are currently

1920

producing from 1,400-1,500 foot pay zones and new logs show potential additional zones up hole. This lease has rights to all depths which include Cisco, Thomas, Gunsight Sands, Milham Sands and KMA Sands. The lease currently has a 100% Working Interest and 80% Net Revenue Interest. The Letter of Intent calls for a purchase price of $100,000 cash plus $300,000 worth of restricted Company stock. The sellers will retain a minority carried interest in workover and infill drilling wells subject to a Before Pay Out return to Liberty of 125% of capital invested. The transaction is subject to Company due diligence, the negotiation of definitive agreements and raising the required funding. As of January 31, 2014, the agreement was not finalized.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to January 31, 2014 and up to date of filing of this financial statements, the Company received an additional $5,000 in advances from PF1 as per the stock purchase agreement entered into on April 11, 2013 and as detailed in Note 8.

On March 5, 2014, the Company filed Schedule 14C with the SEC to seek for the approval to increase the number of shares of stock authorized by the Company from 150,000,000 shares to 160,000,000 shares, comprising 150,000,000 shares of common stock with a par value $0.001 and 10,000,000 shares of Preferred Stock with a par value $0.001.

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.

Any or all of our forward-looking statements in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" in our prior filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

Our 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 annual 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

2022

Energy Corp., unless otherwise indicated.

General Overview

We are an exploration stage company and have generated nominal revenues since inception and have incurred $1,~~148~~179,~~988~~809 in expenses through ~~October~~January 31, ~~2013~~2014. Our financial statements from inception (June 6, 2006) through ~~October~~January 31, ~~2013~~2014 report revenues of $26,778 and a net loss of $1,~~954~~985,~~625~~544. Those revenues were generated from our interest in the Dahlstrom and Lockhart leases in Texas, which have now lapsed and are not recurring. We had expected to generate greater revenues from the Dahlstrom lease. However, the well underwent a significant work-over resulting in significant production downtime and decreased lease revenues for the period ended ~~October~~January 31, ~~2013~~2014. On July 25, 2012, it was determined by our company after discussions with our 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.

To implement our business plan during the next twelve months, we need to develop and/or acquire additional oil interests which will be revenue-generating. Our failure to do so will hinder our ability to increase the size of our operations and to generate revenues. If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations and may need to curtail our existing operations.

For the period of inception (June 6, 2006) through ~~October~~January 31, ~~2013~~2014, our total operating expenses were $679,724, which is comprised of operating costs of $53,188 and impairment expense of $626,536. We expect that we will continue to generate operating losses for the foreseeable future.

We did not incur any operating expenses for ~~three~~six months ended ~~October~~January 31, ~~2013~~2014 and the comparable period the prior year operating expenses were at $7,214. With the addition of acquisitions and other business, we expect that we will generate operating expenses in 2014. We will also continue to incur significant general and administrative expenses.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended ~~October~~January 31, ~~2013~~2014 which are included herein.

		Three Months Ended October 31,			Three Months Ended October 31,			June 6, 2006 (Inception) through October 31, 2013
		2013			2012
Revenues	$	-		$	-		$	26,778
Total Operating and G&A Expenses	$	(35,483	)	$	(61,408	)	$	(1,828,712	)
Other Income (Expenses)	$	(425	)	$	(43,758	)	$	(152,691	)
Net Loss	$	(35,908	)	$	(105,166	)	$	(1,954,625	)

Three and six month periods ending January 31, 2014 and 2013 and from June 6, 2006 (inception) to January 31, 2014


		Three Months Ended January 31,			Three Months Ended January 31,			Six Months Ended January 31,			Six Months Ended January 31,			June 6, 2006 (Inception) through January 31, 2014


		2014			2013			2014			2013
Revenues	$	-		$	-		$	-		$	-		$	26,778
Total operating and G&A expenses	$	(30,918	)	$	(57,198	)	$	(66,401	)	$	(118,606	)	$	(1,859,633	)
Other income (expense)	$	-		$	(26,119	)	$		-	$	(69,877	)	$	(152,689	)
Net Loss	$	(30,918	)	$	(83,317	)	$	(66,826	)	$	(188,483	)	$	(1,985,543	)

Three month period ending October 31, 2013 and 2012 and from June 6, 2006 (inception) to October 31, 2013

Expenses

Our total expenses for the three-month and six-month period ended ~~October~~January 31, ~~2013~~2014 and ~~2012~~2013 and June 6, 2006 (inception) to ~~October~~January 31, ~~2013~~2014 are outlined in the table below:

		Three		Three		~~June 6, 2006~~Six		Six		June 6, 2006
		Months		Months		~~(Inception)~~Months		Months		(Inception)
		Ended		Ended		~~through~~Ended		Ended		through
		October 31,		October 31,		October 31,
		January 31,		January 31,		January 31,		January 31,		January 31,
		2013		2012		2013
		2014		2013		2014		2013		2014
Operating Costs	$	-	$	-7,214	$	~~53,188~~-	$	7,214	$	53,188
Impairment Expense	$	-	$	-	$	626,536
Impairment expense	$	-	$	-	$	-	$	-	$	626,536
Professional fees	$	3423,~~425~~044	$	177,~~754~~442	$	~~186~~57,~~900~~469	$	25,195	$	209,944
General and administrative	$	17,~~058~~874	$	4342,~~654~~542	$	~~962~~8,~~088~~932	$	86,197	$	969,962

Total expenses including other expenses for the ~~three~~six-month ended ~~October~~January 31, ~~2013~~2014, decreased by $69114,~~258~~868, as compared to the three months ended ~~October~~January 31, ~~2012~~2013. The decrease was primarily as a result of a decrease in general and administrative expenses and interest expense as a result of decreased operations.

Equity Compensation

We currently have recorded $-0- of equity compensation as of ~~October~~January 31, ~~2013~~2014.

Liquidity and Financial Condition

Working Capital
		As of October 31,			As of July 31,		Percentage
		As of January 31,			As of July 31,		Percentage
		2013			2013		Increase/Decrease
		2014			2013		Increase/Decrease
Current Assets	$	13,~~273~~387		$	1,894		~~(33)~~63%
Current Liabilities	$	~~227~~247,~~515~~047		$	260,292		~~(13)~~32%
Working Capital Deficit	$	(~~226~~243,~~242~~660	)	$	(258,398	)	~~(12)~~32%

Cash Flows		~~Three~~Six Month			~~Three~~Six Month
		Ended			Ended
		October 31,			October 31,
		January 31,			January 31,
		2013			2012
		2014			2013
Net Cash (Used in) Operating Activities	$	(2447,~~239~~571	)	$	(3461,~~362~~214	)
Net Cash provided by Investing Activities	$	Nil		$	Nil
Net Cash provided by Financing Activities	$	23,618		$	Nil
Net Cash (Used) provided by Financing Activities	$	(49,064	)	$	25,000
Net Decrease In Cash During The Period	$	(621	)	$	(34,362	)
Net Increase (Decrease) In Cash During The Period	$	1,493		$	(36,214	)

22Changes in cash flows reflect an increase in accounts payable and accounts payable – related parties, a decrease in net loss, lack of current capital outlays this fiscal year and an increase in the amount of capital raised. Total cash flow for the six months ended January 31, 2014, increased by $1,492. Total cash flow for the six months ended January 31, 2013 decreased $36,214. This was primarily a result of changes in accounts payable. There were no investing activities for the six months ended January 31, 2014 due to economic financial restraints and management time being used elsewhere.

~~Changes~~We inanticipate ~~cash~~that ~~flows~~additional ~~reflect~~funding anwill ~~increase~~be required in ~~accounts~~the ~~payable~~form ~~and~~of ~~accounts~~equity ~~payable~~financing –from ~~related~~the ~~parties,~~sale aof ~~decrease~~our incommon ~~net~~stock. ~~loss,~~At ~~lack~~this oftime, ~~current~~we ~~capital~~cannot ~~outlays~~provide ~~this~~investors ~~fiscal~~with ~~year~~any ~~and~~assurance athat ~~decrease~~we inwill ~~the~~be ~~amount~~able ofto ~~capital~~raise ~~raised.~~sufficient ~~Total~~funding ~~cash~~from ~~flow~~the ~~for~~sale ~~the~~of ~~three~~our ~~months~~common ~~ended~~stock ~~October~~or ~~31,~~through ~~2013,~~loans ~~decreased~~from byour ~~$33,741.~~directors ~~Total~~to ~~cash~~meet ~~flow~~our ~~for~~obligations over the ~~three~~next twelve months. ~~ended~~The ~~October~~Company ~~31,~~is ~~2012~~presently ~~decreased~~contemplating ~~$88,471.~~a ~~This~~debt ~~was~~or ~~primarily~~equity afinancing, ~~result~~however, ofhas ~~changes~~yet into ~~accounts~~raise ~~payable.~~any funds pursuant thereto. There ~~were~~is no ~~investing~~guarantee ~~activities~~that ~~for~~such ~~the~~offering, ~~three~~when ~~months~~and ~~ended~~if ~~October 31~~completed, ~~2013~~will ~~due~~be tosuccessful ~~economic~~or ~~financial~~will ~~restraints~~raise ~~and~~funds ~~management~~sufficient ~~time~~to ~~being~~satisfy ~~used~~the ~~elsewhere~~Company’s need for ongoing funding.

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.

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 six-month ~~period~~periods ended ~~October~~January 31, ~~2013~~2014 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 financial statements and the footnotes thereto for the periods ended July 31, 2013 filed in our Annual Report on Form 10-K filed on November 21, 2013.

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 financial statements and the footnotes thereto for the periods ended July 31, 2013 filed in our Annual Report on Form 10K filed on November 19, 2013.

Reclassification

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

Recent Accounting Pronouncements

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

Use of Estimates

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

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. As 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 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.

Revenue and Cost Recognition

Our 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 our company is entitled based on our interest in the properties. Costs associated with production are expensed in the period incurred.

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 2009 through 2013 are open to examination. At July 31, 2013, and 2012, our company evaluated its open tax years in all known jurisdictions. Based on this evaluation, our 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.

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 2010 through 2012 are open to examination. At January 31, 2014 our company evaluated its open tax years in all known jurisdictions. Based on this evaluation, our 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

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 at ~~October~~January 31, ~~2013~~2014 are considered Level 23 financial instruments.

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

WeUnder ~~maintain~~the ~~disclosure~~supervision ~~controls~~ and ~~procedures~~with ~~that~~the ~~are~~participation ~~designed~~of toour ~~ensure~~management, ~~that~~including ~~information~~our ~~required~~principal toexecutive beofficer ~~disclosed~~and inprincipal financial officer, we conducted an evaluation of our ~~reports~~disclosure ~~filed~~controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), isas ~~recorded~~of January 31, ~~processed~~2014. Based on this evaluation, ~~summarized~~our principal executive officer and ~~reported~~principal ~~within~~financial ~~the~~officer ~~time~~have ~~periods~~concluded ~~specified~~that inour ~~the~~disclosure ~~Securities~~controls and ~~Exchange~~procedures ~~Commission's~~are ~~rules~~not ~~and~~effective ~~forms,~~to ~~and~~ensure that ~~such~~ information isrequired ~~accumulated~~to ~~and~~be ~~communicated~~disclosed toby ~~our~~us ~~management,~~in ~~including~~the ~~our~~reports ~~president~~we ~~(our~~file ~~principal~~or ~~executive~~submit ~~officer)~~under ~~and~~the ~~our~~Exchange ~~chief~~Act ~~financial~~is ~~officer~~recorded, ~~(our~~processed, ~~principal~~summarized, ~~financial~~and ~~officer~~reported ~~and~~within ~~principal~~the ~~accounting~~time ~~officer)~~periods tospecified ~~allow~~in ~~for~~the ~~timely~~Securities ~~decisions~~and ~~regarding~~Exchange ~~required~~Commission’s rules and forms and that our 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 principal 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 principal accounting officer) concluded that our disclosure controls and procedures are not effective as of the end of the period covered by this quarterly report. 28

and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

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 ~~October~~January 31, ~~2013~~2014 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

2629

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

~~On November 22, 2013, the Company entered into a Letter of Intent with Harmel Estate # 3 LLC to acquire certain producing oil and gas leases in Archer County, Texas~~None. The lease covers 140 Acres with 21 oil wells and 2 injection wells. The lease has current production of approximately 8-10 Barrels of Per Day (BOPD) from currently producing wells. The wells are currently producing from 1,400-1,500 foot pay zones and new logs show potential additional zones up hole. This lease has rights to all depths which include Cisco, Thomas, Gunsight Sands, Milham Sands and KMA Sands. The lease currently has a 100% Working Interest and 80% Net Revenue Interest. The Letter of Intent calls for a purchase price of $100,000 cash plus $300,000 worth of restricted Company stock. The sellers will retain a minority carried interest in workover and infill drilling wells subject to a Before Pay Out return to Liberty of 125% of capital invested. The transaction is subject to Company due diligence, the negotiation of definitive agreements and raising the required funding. Following closing of the transaction, the Company would intend to accelerate an aggressive work over program to improve production from the current wells on the lease while engineering an infill drilling program to maximize reserve recovery and access additional pay zones.

2730

Item 6. Exhibits


Exhibit No.		Description

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.
32.1		Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
32.2		Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
101.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

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.

2831

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: December 16, 2013	/s/ Arthur Roy
Dated: March 17, 2014	/s/ Arthur Roy
	Arthur Roy
	President, Chief Executive Officer, Secretary, Treasurer and Director
	(Principal Executive Officer)
Dated: December 16, 2013	/s/ Armando Rafael Buchanan
Dated: March 17, 2014	/s/ Armando Rafael Buchanan
	Armando Rafael Buchanan
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

2932

Filing Compare · LIBERTY ENERGY CORP.