UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]	Annual report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended July 31, 2013.
	For the fiscal year ended July 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)

[lbye10k_073114apg001.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 tel. 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)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	~~Name of Each Exchange On Which Registered~~	Name of Each Exchange On Which Registered
N/A	~~N/A~~	N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value of $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
			[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
			[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ ] Yes [X] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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).
[ ] Yes [X] No

Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Common Stock, par value of $0.001
				[X]
(Title of class)
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.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
Large accelerated filer	[ ]		Accelerated filer		[ ]
				[ ] Yes [X] No
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company		[X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] Yes [X] No				~~[ ] Yes [X] No~~
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
				[ ]
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
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2013 was $411,883 based on a $0.01 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark 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 shares of common stock issued & outstanding as of November 8, 2013
DOCUMENTS INCORPORATED BY REFERENCE None


State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2014 was $1,656,183 based on a $0.03 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark 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.
102,129,346 shares of common stock issued and outstanding as of April 9, 2015
DOCUMENTS INCORPORATED BY REFERENCE None

LIBERTY ENERGY CORP.

TABLE OF CONTENTS

			Page
PART I			5
	Item 1.	Business	5
	Item 1A.	Risk Factors	1112
	Item 1B.	Unresolved S Staff Comments	1112
	Item 2.	Properties	1112
	Item 3.	Legal Proceedings	1314
	Item 4.	~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures	1314
PART II			15
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1415
	Item 6.	Selected Financial Data	1516
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2125
	Item 8.	Financial Statements and Supplementary Data	2125
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3643
	Item 9A.	Controls and Procedures	3643
	Item 9B.	Other Information	3744
PART III			3845
	Item 10.	Directors, Executive Officers, and Corporate Governance	3845
	Item 11.	Executive Compensation	4249
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4553
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	4654
	Item 14.	Principal Accountant Fees and Services	4755
PART IV			4856
	Item 15.	Exhibits, Financial Statement Schedules	4856
SIGNATURES			4957

PART I

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This annual 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, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our company”, mean Liberty Energy Corp, a Nevada corporation, unless otherwise indicated.

ITEM 1. BUSINESS

SUMMARY

~~We are an exploration stage company with nominal or no revenues and a limited operating history.~~ Our company was incorporated in the State of Nevada on June 6, 2006 under the name “DMA Minerals Inc.” to engage in the acquisition, exploration and development of natural resource properties. Our principal executive offices are located at 2425 Fountain View Drive, Suite 300, Houston, TX 77057. The U.S. telephone and fax numbers are (832) 649-2652 and (832) 575-1051 respectively. Since inception, the Company has produced almost no revenues and the Company’s success will depend in large part on its ability to obtain and develop oil and gas interests primarily 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.

OnFrom inception (June 116, ~~2008,~~2006) wethrough ~~effected~~July a31, 252014 ~~for~~we ~~one~~have ~~forward~~reported ~~stock~~revenues ~~split~~ of ~~our~~$37,372 ~~issued~~ and ~~outstanding common stock. As~~ a ~~result,~~net ~~our~~loss ~~authorized capital increased to 1,875,000,000 shares~~ of ~~common stock with a par value of~~ $02,560,828.~~001~~ ~~and~~Those ~~our~~revenues ~~issued~~were ~~and~~generated ~~outstanding shares increased~~ from ~~2,400,000~~our ~~shares~~prior ofinterest ~~common~~in ~~stock~~the toDahlstrom ~~60,000,000~~and ~~shares~~Lockhart ofleases ~~common~~in ~~stock. Effective June 11~~Texas, ~~2008,~~which ashave ~~approved~~now bylapsed ~~our board of directors~~ and aare ~~majority~~not ~~of our shareholders~~recurring. Today, ~~we reduced~~ our ~~authorized~~operations ~~capital~~are ~~from~~primarily ~~1,875,000,000~~located ~~shares~~in ofBaylor ~~common stock to 150~~County,~~000,000~~ ~~shares of common stock~~Texas.

~~Our~~Current ~~stock is listed on the OTC Bulletin Board under the symbol "LBYE"~~Operations. ~~Active trading of the stock began on March 15, 2010.~~

5Baylor County Leases

On September 27, 2006, our company carried out exploration on a mineral claim known as the TG Mineral Claim. The initial phase of exploration included detailed prospecting and mineralization mapping, followed by hand trenching to obtain clean, fresh samples. Based on the information available to us from our Phase I exploration program, we determined that the TG Mineral Claim did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore abandoned any further exploration on the property.5

OnIn ~~September~~March 222014, ~~2009~~the weCompany entered into a ~~Purchase~~series of agreements to acquire certain oil and ~~Sales~~gas ~~Agreement~~leases ~~with~~located ~~William~~in CBaylor County, Texas from certain non-related third parties. Specifically, ~~Athens~~the ~~pursuant~~Company toacquired ~~which~~four weoil ~~agreed~~& togas ~~acquire~~producing leases in a ~~total~~transaction ofwhich covers 1~~/16th~~,038 ofacres 1%with of17 ~~8/8ths~~oil ~~ORRI~~wells, ~~(over~~4 ~~riding~~injection ~~royalty~~wells ~~interest)~~and ~~interest~~related insurface ~~the~~production ~~A-Lovech~~equipment. ~~exploration~~Average ~~block~~production inof ~~Bulgaria.~~3-4 OnBarrels ~~October~~of 1,Oil ~~2009,~~Per weDay ~~entered~~(BOPD) ~~into~~from anoperating ~~Asset~~wells ~~Purchase~~is ~~and~~anticipated ~~Sale~~before ~~Agreement~~any ~~with~~additional ~~Trius~~cleaning ~~Energy~~or ~~LLC,~~remedial ~~pursuant~~work tois ~~which~~performed. weThe ~~acquired~~leases ~~certain~~provide ~~oil~~100% Working Interest and ~~gas~~70-75% ~~assets~~Net ~~from~~Revenue ~~Trius~~Interest ~~Energy~~(NRI) ~~LLC~~for the Company in ~~Jackson~~exchange ~~County~~for seller financing, ~~Texas~~a carried 5% ORR and $50,000 in restricted preferred stock.

InThe ~~concurrence~~operator ~~with~~has ~~these~~advanced ~~agreements,~~field wework ~~changed~~including ~~management,~~replacing ~~entered~~mechanical ~~the~~down ~~oil~~hole ~~and~~pumps, ~~gas~~replacing ~~business~~pump jack motors, ~~and~~upgrading ~~ceased~~a ~~all~~water ~~activity~~injection inpump ~~our~~and ~~former~~stabilizing ~~business~~needed ofpump ~~mineral~~jack ~~exploration~~platforms. ~~Our~~The ~~focus~~Baylor isCounty ~~now~~leases onhave ~~the~~historically ~~exploration,~~produced ~~acquisition,~~from ~~development,~~multiple ~~production~~pay zones and ~~sale~~these ofleases ~~crude~~have ~~oil~~all ~~and~~depth ~~natural gas~~rights. We The leases are ~~qualified~~estimated to docontain ~~business~~a inminimum ~~the~~of ~~State~~15 ofand ~~Texas~~likely ~~under~~up ~~the~~to ~~name~~30 ~~“Liberty~~infill ~~Energy~~drilling ~~Corp”. We~~locations ~~have~~with ~~not~~expectations ~~undergone~~based ~~bankruptcy,~~on ~~receivership,~~historical orIP ~~any~~(initial ~~similar~~production) ~~proceeding~~rates of between 15-20 BOPD on new wells.

OnIn ~~July~~connection ~~19, 2010, we entered into a share issuance agreement~~ with ~~Asia Pacific Capital Ltd. whereby Asia Pacific shall make available of up to $4,000,000 by way of advances until July 18, 2014, in accordance with~~ the ~~terms~~acquisition of the ~~agreement.~~Baylor ~~The~~County completion date may be extended for an additional term of up to twelve months at the option of our company or Asia Pacific upon written notice on or before the completion date in accordance with the notice provisions of the agreement. Upon receipt of an advance from Asia Pacific under the terms of the agreementleases, ~~we will issue to Asia Pacific units. Each unit shall consist of one share of~~ the ~~common stock of the~~ Company ~~and~~entered ~~one~~into ~~and~~several aagreements half share purchase warrants. The number of units of our Company are determined at a price that is the higher of either: (a) $0.50, or (b) 90% of the volume weighted average of the closing price of our company’s common stock, for the five (5) banking days immediately preceding the date of the advance, as quoted on Google Finance, or other source of stock quotes as agreed to by our company and Asia Pacific. Each warrant shall entitle the holder to purchase one additional share of common stock at an exercise price of 125% of the unit price upon issue and for a period of three years.follows:

On March 8, 2011, we entered into a letter agreement to amend the share issuance agreement we entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to us 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 us 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 July 31, 2013 we have issued a total of 3,998,048 shares of our company to Asia Pacific for a total cash amount of $1,055,000 under the terms of the above mentioned agreement. In addition, as of July 31, 2013, the Company had issued 5,807,752 warrants to Asia-Pacific Capital Ltd. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years and none of these warrants have been exercised.(i)

OnThe ~~November 23, 2011, the~~ Company ~~amended the share issuance agreement to modify the share issuance agreement originally~~ entered into ~~with~~a ~~Asia~~non-~~Pacific~~interest ~~Capital~~bearing ~~Ltd.~~promissory onnote ~~July~~in ~~19,~~the ~~2010.~~face ~~The~~amount ~~parties~~of ~~have~~$65,000 ~~agreed~~payable toin ~~amend~~ten ~~the~~equal ~~pricing~~monthly ~~mechanisms~~installments ~~(the~~of ~~“Unit~~$6,500 ~~Price”)~~commencing ~~within~~April ~~the~~15, ~~original~~2014 ~~agreement.~~with ~~The~~a ~~definition~~final ofmaturity ~~the~~date ~~Unit Price in~~ of ~~the~~January ~~original~~15, ~~agreement~~2015 ~~is deleted~~ and ~~replaced~~has ~~with “Unit~~not ~~Price~~been ~~means~~renewed aor ~~price~~repaid ~~equal~~as ~~95%~~ of ~~the~~filing ~~volume~~date. The ~~weighted~~balance ~~average~~ of the ~~closing~~outstanding ~~price~~of (the ~~“VWAP”)~~promissory ofnote ~~Common~~as ~~Stock~~of ~~for~~July ~~the~~31, ~~ten~~2014 ~~(10)~~was ~~Banking~~$61,934. The ~~Days~~Company ~~immediately~~has ~~preceding~~ the ~~date~~option of satisfying the ~~Notice,~~installments asby ~~quoted~~payment onof ~~Google~~certain ~~Finance~~specifically orenumerated ~~other~~obligations ~~source~~ of ~~stock~~a ~~quotes~~third asparty. The ~~agreed~~note tois secured by a mortgage on the leasehold interest.

6(ii)

~~parties~~The Company entered into a promissory note in the face amount of $316,292 ~~but~~payable atin no117 ~~time~~equal ~~less~~monthly ~~than~~installments of $03,715.0547 ~~per~~commencing ~~share”.~~March ~~Excluding~~1, ~~the~~2014 ~~modifications~~with toa ~~the~~final ~~Unit~~maturity ~~Price~~date of December 1, ~~the~~2023. The ~~original~~note ~~agreement~~bears ~~remains~~interest inat ~~full~~a ~~force~~rate ~~and~~of ~~effect~~seven percent (7%) per annum. The note is secured by a mortgage on the leasehold interest.

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

·The ACompany ~~100%~~further ~~working~~agreed ~~interest~~to inissue 2to ~~separate~~Dai-Brooks ~~properties~~Enterprises, ~~equaling~~LLC ~~approximately~~50,000 ~~300~~shares ~~acres~~ of ~~exploration~~newly ~~property~~issued ~~located~~Company inSeries ~~Bastrop~~A ~~Town~~Convertible ~~Tract,~~Preferred ~~Abstract~~Stock ~~No.~~and ~~11,~~Warrants ~~Bastrop~~to ~~County~~purchase 500,000 TXshares ~~and~~of ~~the~~Company T.Common J.stock ~~Hardeman~~for ~~Survey~~a Aperiod ~~203,~~of inthree ~~Bastrop~~(3) ~~County,~~years ~~Texas~~at an exercise price of $.07 per share.

·On AOctober ~~100%~~3, 2014, the Company signed an agreement with Delta S Energy, LLC whereby the Company sold a 1/3 working interest in 5the ~~separate~~Robert ~~properties~~Motil ~~equaling~~and ~~approximately~~Otto ~~622~~Ptacek ~~acres~~leases ofin ~~exploration~~Baylor ~~property~~County ~~located~~for ina ~~Sampson~~total ~~Connell~~consideration ~~Survey,~~of ~~A-63~~$30,000, ~~Caldwell~~allocated ~~County~~$25,000 ~~TX,~~for the G.working W.interest ~~James~~and ~~Survey~~$5,000 ~~Caldwell~~for ~~County,~~the ~~TX,~~first ~~the~~option ~~Jasper~~to ~~Gilbert~~participate ~~Survey~~in a new welling program which expired on December 31, ~~Caldwell~~2014. The ~~County~~$25,000 TXwas ~~and~~used to improve the ~~A100~~equipment ~~Evans,~~and ~~Wistar,~~infrastructure ~~Caldwell~~on ~~County,~~the TXleased properties.

·On AFebruary ~~100%~~23, ~~working~~2015, ~~interest in an approximately 5 acre oil and gas property called~~ the ~~Dillon~~Company ~~Hall~~entered ~~property~~into ~~located~~a inseries ~~the~~of ~~Gerron~~agreements ~~Hinds~~with ~~League~~Delta inS ~~Caldwell County~~Energy, ~~Texas.~~LLC ~~The~~(“Delta”) ~~Dillon~~pursuant ~~Hall property is not currently producing, and though it holds an existing well, that well requires a work-over~~ to bewhich ~~put~~the ~~back~~following ~~into production.~~occurred:

~~· 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.~~)

InA ~~consideration~~Promissory ~~for~~Note in the ~~above~~amount ~~leases we issued 24,155,435 restricted shares~~ of ~~our common stock to Langold~~$316,292 apayable ~~non-US~~by ~~shareholder. The original value assigned these shares and~~ the ~~leaseholds~~Company ~~was $3.3 million. It was determined that due~~ to ~~the~~Perry ~~relationship~~Lynn ~~between~~Ayres ~~Langold and Asia-Pacific, this transaction~~ was ~~not~~assigned ~~arms~~by ~~length but rather was related party. The Company corrected~~ the ~~error~~holder ~~and~~to ~~the~~Delta ~~shares issued~~ and ~~the~~Delta ~~leasehold~~is ~~costs~~now ~~recorded were valued at~~ the ~~price~~payee ~~paid~~under bysaid ~~Langold~~Promissory on their original 3-year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted Liberty Energy stock which was valued at $243,932 for a total consideration of $263,932.Note;

On March 1, 2012, we entered into a consulting agreement with Peter Gawith for a period of three years, ending February 28, 2015. Mr. Gawith will provide consulting services in regards to our company’s management and operations. Pursuant to the agreement, Mr. Gawith will receive a share remuneration of 25,000 shares in arrears on a quarterly basis during the term of the agreement. For the three months ending May 31, 2012 and August 31, 2012, we issued 25,000 shares of common stock for the services provided for the two quarters. The shares were issued on June 1, 2012 and September 1, 2012, respectively. Mr. Gawith resigned on December 2, 2012 and the consulting agreement has been terminated. As of July 31, 2013, 75,000 shares had been issued to Mr. Gawith.b)

~~Notes~~The ~~with~~Company ~~Asher~~assigned ~~Enterprises~~to Delta an Overriding Royalty Interest (ORRI) comprising 20% of 8/8 of hydrocarbon substances derived from certain leases in Baylor County, ~~Inc.~~TX;

On May 23, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc (“Asher”). Pursuant to the Agreement, Asher has agreed to purchase an 8% convertible note (the “May Note”) in the aggregate principal amount of $42,500. $40,000 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 6

7c)

~~shares~~Delta ofassigned ~~common~~to ~~stock at~~ the ~~holder’s~~Company ~~option 180 days from inception at~~ a ~~variable~~working ~~conversion~~interest ~~price~~in ~~calculated~~certain asleases 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~~Baylor ~~conversion feature. The convertible note~~County, ~~issued~~TX; on May 23, 2012, was due on February 25, 2013 at an interest rate of 8% per annum. During the quarter ended April 30, 2013, Asher converted $42,500 of note payable along with the interest of $1,700. On December 3, 2012, Asher converted $15,000 of May Note principal into 842,697 shares of common stock. On December 11, 2012, Asher converted $12,000 of May Note principal into 800,000 shares of common stock. 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.~~

~~On July 12, 2012, the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher purchased an 8% convertible note (“The July Note”~~d) in the aggregate principal amount of $32,500. $30,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on July 12, 2012, was due on April 16, 2013 at an interest rate of 8% per annum. On January 29, 2013, Asher converted $15,000 of July Note principal into 1,744,186 shares of common stock. On February 6, 2013, Asher converted $15,000 of July Note principal into 1,875,000 shares of common stock. On February 19, 2013, Asher converted $3,800 of July Note principal and $1,300 of interest into 426,966 shares of common stock.

OnDelta ~~November~~paid ~~19, 2012,~~ the Company ~~entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher has agreed to purchase an 8% convertible note (the “November Note”) in the aggregate principal amount of~~ $2733,~~500~~000, ~~$25,000~~which was ~~funded~~offset toby ~~the Company with the remaining~~ $23,~~500~~495 ~~recorded~~which aswas ~~interest~~previously ~~expense~~owed ~~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~~Company 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~~Delta. ~~The November Note was due on August 21, 2013 at an interest rate of 8% per annum. The Company paid the debt in full in May 2013 before the completion of 180 days from the date of funding.~~

OnBEP ~~April~~Operating ~~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 April Note was due on January 15, 2014 at an interest rate of 8% per annum. In October 2013, the Company issued 898,204 shares of Company Common Stock and repaid the remaining $31,118 balance of the April Note. The Company recorded an additional liability of $25,564 as of July 31, 2013 related to the actual repayment of the April note prior to the filing of this document.

8In connection with the Baylor County Leases acquired by the Company, on May 30, 2014, the Company entered into an Operating Agreement with BEP Operating, LLC as the successor operator of the properties described in the Baylor County Leases. Pursuant to this agreement, BEP Operating, LLC will hold the license to operate these leases. BEP Operating, LLC is licensed by the Texas Railroad Commission and is bonded to undertake these operations. The Company anticipates that in the future when it has satisfied all requirements of the Texas Railroad Commission and is duly bonded, it will directly operate these leases. The Operating Agreement calls for the Company to reimburse all of BEP Operating, LLC’s operating expenses incurred in connection with the work and to pay an additional amount on account of the operator’s overhead. BEP Operating, LLC is controlled by Carlos E. Buchanan II, the brother of Armando Rafael Buchanan, the Company’s Chief Financial Officer.

AsDelta ofS ~~November~~Energy ~~19,~~LLC ~~2013,~~Farm-In ~~all amounts due by the Company to Asher have been fully paid~~Agreement.

On ~~April~~October 116, ~~2013~~2014, wethe Company entered into a ~~stock~~farm-in ~~purchase~~funding agreement with ~~Petro~~Delta ~~Fund~~S 1Energy ~~(“PF1”),~~LLC ~~a Houston, Texas-based upstream oil and gas fund, pursuant~~ to ~~which~~make ~~PF1~~improvements ~~agreed~~ to ~~advance~~four ~~up to $3,650,000 to the Company in multiple installments until April 2016 in exchange for units~~ of the Company's ~~(comprising~~existing ~~Company~~wells ~~common~~and ~~stock)~~upgrade atinfrastructure aassets ~~price~~on ~~equal to~~ the ~~higher~~Baylor ofCounty ~~either $ 0~~leases.~~05,~~ orAs ~~95%~~part of the ~~volume-weighted average of the closing price of common stock~~agreement, ~~for~~Delta ~~the~~S 10Energy ~~days~~LLC ~~immediately~~was ~~preceding~~granted the ~~date~~first ofright ~~receipt~~option ~~of notice from the Company for the advance of funds from PF1. The Company agreed~~ to ~~use~~purchase upall toor ~~$150,000~~part of ~~Advances~~the toavailable ~~extinguish existing debts, fund operating expenses,~~ working ~~capital~~interests ~~and~~in ~~general corporate activities. Subject to~~ the ~~foregoing,~~first ~~the Company may use any balance of the Advances (up to $~~3~~,500,000)~~ tonew ~~fund~~drills ~~mergers and acquisitions (including related legal and, accounting expenses) or the purchase of capital assets, with any such Advances~~ to be ~~subject~~spud toon the ~~approval~~leases offor ~~PF1. Pursuant to~~ the ~~stock~~period ~~purchase~~ending ~~agreement,~~December ~~we agreed to issue PF1 548~~31,~~921~~ ~~shares of common stock for $43,000 cash on May 23, 2013~~2014.

~~Thereafter,~~In inJuly ~~October 2013~~2014, the Company ~~received~~had aits ~~further~~first ~~Advance~~oil sales from ~~PF1 in~~ the ~~amount~~Baylor ofCounty ~~$31,118~~leased ~~in exchange for the issuance of 898,204 shares of Company Common Stock~~properties. ~~Proceeds of the Advances were used to fund the pay-off of all outstanding indebtedness to Asher Enterprises, Inc.~~

Effective August 20, 2013, we executed a Letter Of Intent (“LOI”) to acquire 1,100 Acres with 17 oil wells, 4 injection wells, current production of 8 Barrels of Per Day (BOPD) from operating wells with Working Interest 75% / Net Revenue Interest 80% in Baylor County, Texas. The consideration for this transaction is all stock. Phase 1 development on the leases includes a workover of each of the 17 wells with expectations of 2.5-4 BOPD per well after workover. This is based on recent activity, local area results and our operating partner’s expertise. There are 4 phases planned to increase the leases’ current production through workovers, radial jet horizontal drilling, recompletions and new infill drilling. Completion of this transaction is subject to the execution of a Purchase And Sale Agreement, which is presently in negotiation and is subject to final due diligence and legal review. This acquisition would be the first of several that the Company intends to pursue within the North Central Texas / Fort Worth Basin which contains numerous oil and gas producing formations consisting of both conventional and unconventional reservoirs. Some of the production trends in the area include the Strawn, Bend, Marble Falls, Barnett Shale, Chappel and Viola formations. As of the date of this Report, the transaction has not been completed.Bulgaria

~~OUR~~On ~~CURRENT~~September ~~BUSINESS~~22, 2009 we entered into a Purchase and Sales Agreement with William C. Athens pursuant to which we agreed to acquire a total of 1/16th of 1% of 8/8ths ORRI (over riding royalty interest) interest in the A-Lovech exploration block in Bulgaria. This interest has yet to yield any production. This interest has been fully written off as of July 31, 2014.

WeTrius are an oil and gas exploration company with interests in properties in Texas and Bulgaria. Our business plan is to acquire oil and gas properties for exploration, appraisal and development exclusively in Texas with the intent to bring the projects to feasibility at which time we will either contract out the operations or joint venture the project to qualified interested parties. Our main priority will be given to projects with near term cash flow potential, although consideration will be given to projects that may not be as advanced from a technical standpoint but demonstrate the potential for significant upside.Energy

~~COMPETITION~~On October 1, 2009, we entered into an Asset Purchase and Sale Agreement with Trius Energy LLC, pursuant to which we acquired certain oil and gas assets from Trius Energy LLC in Jackson County, Texas. These interests have yet to yield any production. As of July 31, 2014 the balance of the asset value of the properties conveyed with the Trius agreement have been impaired and they have no asset value recorded as of the end of this year.

WeBastrop, ~~compete~~Caldwell ~~with other exploration-stage companies for financing from a limited number of investors that are prepared to make investments in exploration-stage oil~~ and ~~gas~~Eastland ~~companies.~~Counties, The presence of competing exploration-stage oil and gas companies may impact on our ability to raise additional capital in order to fund our property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the Texas

9On February 22, 2012, we entered into a 3-year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager with 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. In consideration for these leases the Company issued 24,155,435 shares of Company common stock to Langold. The original value assigned these shares and the leaseholds was $3.3 million. These shares were valued at the price paid by Langold on their original 3-year lease acquisition from the land

~~properties under investigation and the price of the investment offered to investors.~~7

Weowners. ~~also~~That ~~compete~~price ~~for~~paid ~~oil~~was ~~and~~$20,000 ~~gas~~cash ~~properties~~plus 1,800,000 shares of ~~merit~~Company ~~with~~common ~~other~~stock ~~exploration-stage~~which ~~companies~~was valued at $243,932 for a total consideration of $263,932. These ~~Competition~~interests ~~could~~have ~~reduce~~yet to yield any production and the ~~availability~~Company ofmay ~~properties~~have an obligation to plug one well. As of ~~merit~~July or31, ~~increase~~2014 the ~~cost~~balance of ~~acquiring~~the ~~additional~~asset ~~oil~~value ~~and~~of ~~gas~~the foregoing properties have been fully impaired and have no value.

~~Many~~Financing of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration and to established exploration companies that may purchase resource properties or enter into joint venture agreements with exploration-stage companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.Transactions

~~COMPLIANCE~~On ~~WITH~~July ~~GOVERNMENT~~19, ~~REGULATION~~2010, we entered into a share issuance agreement with Asia Pacific Capital Ltd. (“Asia Pacific”) whereby Asia Pacific was originally obligated to make available up to $4,000,000 by way of advances until July 18, 2014, in accordance with the terms of the agreement. Thereafter, on March 8, 2011, we entered into a letter agreement to amend the original share issuance agreement we entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the amendment, Asia-Pacific committed to providing us with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 had not yet been fully advanced. As of July 31, 2014 we had issued a total of 3,998,048 shares of our company to Asia Pacific for a total cash amount of $1,055,000 under the terms of the amended agreement. In addition, under the terms of the original agreement, on May 22, 2012 the Company issued warrants to purchase 5,807,752 shares of Company common stock to Asia-Pacific Capital Ltd. The warrants issued have an exercise price of $1.25 and were fully vested at the date of grant. The warrants have a term of three years and none of these warrants have been exercised.

~~Our~~On ~~oil~~November ~~and~~23, ~~gas operations are subject to various United States and International federal~~2011, ~~state/provincial~~the ~~and~~Company ~~local~~further ~~governmental~~amended ~~regulations.~~the ~~Matters~~share ~~subject~~issuance agreement to ~~regulation~~amend ~~include~~the ~~discharge~~pricing ~~permits~~mechanisms ~~for~~(the ~~drilling~~“Unit ~~operations,~~Price”) ~~drilling~~within ~~and~~the ~~abandonment~~original ~~bonds,~~agreement. ~~reports~~The ~~concerning~~definition ~~operations,~~of the ~~spacing~~Unit ofPrice ~~wells,~~in ~~and pooling~~ of ~~properties~~the ~~and~~original ~~taxation.~~agreement ~~From~~is ~~time~~deleted toand ~~time,~~replaced ~~regulatory~~with ~~agencies~~“Unit ~~have~~Price ~~imposed~~means a price ~~controls~~equal ~~and~~95% ~~limitations~~of ~~on production by restricting~~ the ~~rate~~volume ofweighted ~~flow~~average of ~~oil~~the ~~and~~closing ~~gas~~price ~~wells~~(the ~~below~~“VWAP”) ~~actual~~of ~~production~~Common ~~capacity~~Stock infor ~~order~~the toten ~~conserve~~(10) ~~supplies~~Banking ofDays ~~oil~~immediately ~~and~~preceding ~~gas.~~the ~~The~~date ~~production, handling, storage, transportation and disposal~~ of ~~oil~~the ~~and gas~~Notice, ~~by-products~~as ~~thereof,~~quoted ~~and~~on ~~other~~Google ~~substances~~Finance ~~and materials produced~~ or ~~used~~other insource ~~connection~~of ~~with~~stock ~~oil~~quotes ~~and~~as ~~gas~~agreed ~~operations are also subject~~ to ~~regulation~~by ~~under~~the ~~federal~~parties, ~~state,~~but ~~provincial~~at ~~and~~no ~~local~~time ~~laws~~less ~~and~~than ~~regulations~~$0.05 ~~relating~~per ~~primarily~~share”. toExcluding the ~~protection~~modifications ofto ~~human~~the ~~health~~Unit ~~and~~Price, the ~~environment.~~original Toagreement ~~date,~~remains ~~expenditures~~in ~~related~~full toforce ~~complying~~and ~~with~~effect. No ~~these~~further ~~laws~~advances have ~~not~~ been ~~significant~~made ~~in relation to the results of operations of our company. The requirements imposed~~ by ~~such~~Asia ~~laws~~Pacific and ~~regulations~~the ~~are~~Company ~~frequently~~does ~~changed~~not ~~and~~expect ~~subject~~any tofurther ~~interpretation,~~advances ~~and we are unable~~ to ~~predict~~be ~~the ultimate cost of compliance with these requirements or their effect on our operations~~made.

~~RESEARCH~~On ~~AND~~April ~~DEVELOPMENT~~11, 2013, we entered into a stock purchase agreement with Petro Fund 1 (“PF1”), a Houston, Texas-based upstream oil and gas fund, pursuant to which PF1 agreed to advance up to $3,650,000 to the Company in multiple installments until April 2016 in exchange for units of the Company (comprising Company common stock) at 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 PF1. The Company agreed to 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 subject to the approval of PF1.

WePursuant ~~have~~to the stock purchase agreement, we agreed to issue to PF1 548,921 shares of common stock for $43,000 cash on May 23, 2013. These shares were not ~~spent~~physically ~~any~~issued ~~amounts~~to PF1 until April 11, 2014. Thereafter, (a) in October 2013, the Company received a further Advance from PF1 in the amount of $31,118. (b) on ~~which~~November ~~have~~13, ~~been~~2013, ~~classified~~the asCompany ~~research~~received a further $1,000; (c) on February 20, 2014, the Company received a further $5,000; (d) on April 8, 2014, the Company received an additional $3,000; (e) on May 5, 2014, the Company received an additional $4,500 and ~~development~~(f) ~~activities~~on inJune ~~our~~3, ~~financial~~2014 ~~statements~~the ~~since~~Company ~~our~~received ~~inception~~an additional $6,500. These additional amounts were recorded as additional paid-in capital. Additional shares were to be issued under the stock purchase agreement at the request of PF1, and as of the date of this report, no such request has been made and, therefore, no additional shares have been physically issued to

~~INTELLECTUAL PROPERTY~~8

Wedate. Notwithstanding, dothe Company has reserved 1,022,360 shares of its Common Stock for future issuance on account of these advances. Proceeds of these Advances were used to retire outstanding indebtedness to third parties and general corporate purposes. The Company does not ~~presently~~expect ~~own~~to receive any ~~copyrights,~~further ~~patents~~advances orfrom ~~trademarks.~~PF1 and intends to terminate the stock purchase agreement with PF1 during the Company¹s 2015 fiscal year.

~~EMPLOYEES~~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 Company’s discretion. As of July 31, 2014, Company had accrued $56,250 due on account of the Contractor Agreement.

AsUnder ofthe ~~November~~second 19agreement (“Finder Fee Agreement”) Mr. Buchanan agreed, ~~2013~~among other things, weto ~~have~~introduce noa ~~employees,~~mezzanine ~~with~~lender noto ~~significant~~advance ~~employees~~to ~~other~~the ~~than~~Company ~~our~~over ~~officers~~a ~~and~~period ~~directors.~~of We12 ~~plan~~months up to ~~outsource~~$7,500,000 ~~independent~~to ~~consultant~~support ~~engineers~~ development and ~~geologists~~acquisition onplans. In ~~a part~~consideration ~~time basis~~of tosuch ~~conduct~~services, the ~~work~~Company ~~programs~~agreed onto ~~our~~issue ~~mineral~~to ~~properties~~Mr. inBuchanan ~~order~~a total of 10,000,000 shares of Company common stock, subject to ~~carry~~adjustment ~~out~~and ~~our~~clawback ~~plan~~of all or a portion of ~~operations~~the shares based upon Mr. ~~Our~~Buchanan’s ~~officers~~performance ~~and~~under ~~directors~~the doFinder ~~not~~Fee ~~currently~~Agreement. As ~~work~~of ~~for~~July ~~cash~~31, ~~compensation~~2014, ~~and~~no ~~presently~~part ~~receive~~of ~~only~~the ~~stock~~consideration ~~compensation~~payable on account of the second agreement has been earned. ~~The~~Mr. ~~Company~~Buchanan ~~intends~~is tothe ~~revisit~~brother ~~executive~~of ~~compensation~~Armando ~~when~~Rafael Buchanan, the ~~situation~~Company’s ~~warrants~~Chief Financial Officer.

~~REPORTS~~Subsequent TOto ~~SECURITIES~~October ~~HOLDERS~~31, 2013, the Company received free rent from a related party without a written agreement. The reasonable value of the space occupied by the Company is approximately $2,000 per year based on comparable leases in the area. In that there is no obligation to repay this amount in the future, the Company believes that this is an immaterial amount and no accrual on account thereof has been recorded.

At July 31, 2014, the Company owed $114,300 to two former officers, one former director and one current director which have been accrued as accounts payable in non-interest bearing notes. We ~~are~~have ~~not~~reported ~~required~~the liability as owing to ~~deliver~~related anparties. ~~annual~~All ~~report~~amounts owing to ~~our~~related ~~stockholders~~parties ~~but~~relate ~~will~~to ~~voluntarily~~fees ~~send~~for anservices provided. In addition, at July 31, 2014, the Company had accrued $36,300 as short-term liabilities for amounts due to two current directors.

10In July 2014, the Board of Directors authorized the Company to enter into Stock Purchase Agreements with six (6) of its shareholders to repurchase an aggregate of 11,384,273 shares of its common stock for an aggregate consideration of $11,384, payable within 36 months from the date of execution of each Stock Purchase Agreement, together with interest thereon at a rate of four percent (4%) per annum. To date, the Company has only reached agreement with one of these six shareholders, ACR Holdings Ltd. (“ACR”). ACR tendered 3,063,512 shares to the Company in October 2014 and these shares were recorded as treasury shares.

~~annual~~Also ~~report,~~in ~~together~~July ~~with~~2014, ~~our~~the ~~annual~~Board ~~audited~~of ~~financial~~Directors ~~statements~~authorized ~~upon~~the ~~request. We~~Company ~~are~~to ~~required~~enter tointo ~~file~~Share ~~annual,~~Exchange ~~quarterly~~Agreements ~~and~~with ~~current~~Daniel ~~reports~~Martinez-Atkinson, ~~proxy~~Ian ~~statements~~Spowart, and ~~other~~Langold ~~information~~Enterprises ~~with~~whereby the ~~Securities~~Company ~~and~~would ~~Exchange~~exchange ~~Commission. Our~~an ~~Securities~~aggregate ~~and~~of ~~Exchange~~52,355,435 ~~Commission~~shares ~~filings~~of ~~are~~Company ~~available~~Common toStock ~~the~~for ~~public~~an ~~over~~aggregate ~~the~~of ~~Internet at the SEC's website at http://www.sec.gov. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street~~2, NE355,995 ~~Washington~~shares ~~DC 20549.~~of ~~The~~a ~~public~~newly ~~may~~issued ~~obtain~~Company ~~information~~Series onB ~~the~~Convertible ~~operation~~Preferred ofStock ~~the~~(which ~~Public~~has ~~Reference~~yet ~~Room~~to bybe ~~calling~~designated) ~~the~~which ~~SEC~~would atbe ~~1-800-SEC-0330. We~~convertible ~~are~~by anits ~~electronic~~terms ~~filer. The~~into ~~SEC maintains~~ an ~~Internet~~aggregate ~~site~~of ~~that contains reports~~47, ~~proxy and information statements~~119,900 ~~and~~shares ~~other~~of ~~information~~Company ~~regarding~~Common ~~issuers that file electronically with the SEC~~Stock. ~~The~~To ~~Internet~~date, ~~address~~none of ~~the~~these ~~site~~exchanges ishave ~~http://www~~been completed.~~sec.gov.~~

~~ITEM 1A. RISK FACTORS~~9

~~Not~~On ~~required~~September as23, 2014, the Company issold 2,000,000 shares of common stock to Delta S Ventures, LP at a ~~“smaller~~price ~~reporting~~of ~~company”~~$.01 per share for proceeds of $20,000.

~~ITEM~~On ~~1B. UNRESOLVED~~February ~~STAFF~~23, ~~COMMENTS~~2015, the Company entered into a series of agreements with Delta S Energy, LLC (“Delta”) pursuant to which the following occurred:

~~None~~a)

~~ITEM~~A ~~2. PROPERTIES~~Promissory Note in the amount of $316,292 payable by the Company to Perry Lynn Ayres was assigned by the holder to Delta and Delta is now the payee under said Promissory Note;

Our executive offices are located at 2425 Fountain View Drive, Suite 300, Houston, TX 77057. We believe that our current premises are sufficient to meet our present needs and do not anticipate the need to secure any additional space. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.b)

~~RESOURCE~~The ~~PROPERTIES~~Company assigned to Delta an Overriding Royalty Interest (ORRI) comprising 20% of 8/8 of hydrocarbon substances derived from certain leases in Baylor County, TX;

~~BULGARIA PROJECT~~c)

OnDelta ~~September~~assigned ~~22,~~to ~~2009,~~the weCompany ~~entered into~~ a ~~purchase~~working ~~and sales agreement with William C. Athens, of Tulsa, Oklahoma. We agreed to acquire a total of 1/16th of 1% of 8/8ths ORRI (over riding royalty~~ interest) in ~~the~~certain ~~A-Lovech~~leases ~~exploration black~~ in ~~Bulgaria~~Baylor ~~for a total price of $400~~County,~~000.~~ ~~The~~TX; ~~payments~~ and assignments are payable in four separate $100,000 closings to take place approximately 30 days apart, from the date of execution of the agreement. Mr. Athens passed away between the date the contract was executed and full payment was made, completion of the contract was delayed pending notification from his estate. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between Liberty Energy Corp. and William C. Athens. Under the terms of the agreement Liberty Energy Corp. shall retain the 1/64th of the 1% interest in the A-Lovech exploration block and Mr. Athens’ estate shall retain the funds which were forwarded to Mr. Athens for this acquisition.

~~The A-Lovech exploration block covers 1,830 square miles or 1,171,200 acres. On the block, there was a primary well (Deventci-R1~~d) drilled and logged in 2008. Total depth is 5,888 meters (19,313 ft.) in the Lower Triassic Alexandrovo formation. The well is on a geological feature known as the West Koynare structure, which covers around 15-20 sq km. The Deventci-R1 is the deepest well drilled in Bulgaria in the last 30 years and testing was planned in the Lower Jurassic sandstones of the Bachiishte and Ozirovo formations. During a 12-hour shut-in period, the indicated bottom hole pressure was about 11,500 psi. The well encountered gas saturated reservoirs in the Dolni Dabnik member of the Middle Triassic Doirentsi formation. Other potential reservoirs are in the Upper Triassic Rusinovdel and the Lower Jurassic Ozirovo formations. Casing was run to 5,876 meters (19,280 ft.).

11Delta paid the Company $33,000, which was offset by $3,495 which was previously owed by the Company to Delta.

AsCapital this ORRI is operated by Direct Petroleum Bulgaria EOOD, a 100% subsidiary of TransAtlantic Petroleum Ltd a TSX and NYSE listed, vertically integrated, international energy company engaged in the acquisition, exploration, development and production of crude oil and natural gasTransactions. Our company is currently not involved in any ongoing development operations or exploration of the block. That being said, our ORRI does entitle our company to royalty interest on all future revenues and reserves located on the block, at no further cost to our company. It is anticipated that the Deventci development will be tied into the Aglen field, 21km away. As at November 13, 2012 the Deventci discovery well is producing as an extended production test into a CNG facility. Initial results show that gas and natural gas condensate are of a very high quality with low sulphur content.

~~TransAtlantic~~On ~~Petroleum~~June ~~confirmed the Peshtene R-~~11, ~~well ("Peshtene")~~2008, ~~located~~the onCompany ~~the~~implemented ~~A-Lovech~~a ~~exploration~~25 ~~license,~~for ~~targeted~~one ~~the~~forward ~~Middle~~stock ~~Jurassic~~split ~~age~~of ~~Etropole~~our ~~formation.~~issued ~~Peshtene~~and ~~was~~outstanding ~~successfully~~common ~~drilled~~stock. inAs a ~~total~~result, ofour 56authorized ~~days~~capital increased to ~~a depth of 3190 meters~~1,875,000,000 ~~including~~shares ~~354 meters~~ of ~~Etropole~~common ~~argillite.~~stock ~~Numerous~~with ~~gas~~a ~~shows~~par ~~were~~value ~~recorded in the argillite, consisting~~ of ~~methane~~$0.001. Thereafter, ~~ethane~~effective ~~and~~June ~~propane (C1~~11, C22008, ~~and~~as ~~C3).~~approved ~~Over~~by ~~289~~our ~~metres~~board of ~~the~~directors ~~Jurassic age Etropole~~ and ~~Ozirovo~~a ~~whole~~majority ~~core~~of ~~has~~our ~~been~~shareholders, ~~taken~~we ~~from~~reduced ~~the~~our ~~well.~~authorized ~~The~~capital ~~Ozirovo~~from ~~formation~~1,875,000,000 ~~produces~~shares ~~nearby~~of incommon ~~the~~stock ~~Chiren~~to ~~Gas Field and in TransAtlantic's Deventci R1 discovery well~~150,000,000 36shares ~~kilometers~~of tocommon ~~the east~~stock.

~~Transatlantic~~On ~~Petroleum~~April ~~have~~23, ~~confirmed~~2014, ~~that petrophysical analysis of~~ the ~~Etropole~~number ~~formation indicates net pay~~ of ~~114~~shares ~~meters, with an average porosity~~ of 6%Stock ~~and~~authorized ~~water saturation of 48%. Comprehensive core analysis~~ by ~~Core Laboratories was completed in~~ the ~~first~~Company ~~quarter~~to ofbe ~~2012.~~issued ~~The~~was ~~core~~increased ~~data~~ from ~~the Etropole argillite and Ozirovo carbonate will be evaluated for reservoir rock properties~~150, ~~geochemical analysis~~000,000 ~~and~~shares ~~rock mechanics. The results of the core and well log analysis will help~~ to ~~design and plan the future completion procedure for the well.2 Peshtene was completed and tested in Q2~~160,000,000 ~~2012. Based on the data recovered to date~~shares, ~~Direct~~comprising ~~Petroleum Bulgaria EOOD ("Direct Bulgaria")~~150,000,000 ~~has~~shares ~~applied to the government~~ of ~~Bulgaria~~Common ~~for~~Stock apar ~~Production~~value ~~Concession (the "Stefanetz Concession")~~$0.001 ~~The~~and ~~Stefanetz Concession is expected to cover an area up to 1~~10,~~600 square kilometers (395~~000,000 ~~acres)~~shares ~~for a term~~ of upPreferred toStock 35par ~~years. TransAtlantic~~value ~~also plans to complete the Deventci R-2 well later this year~~$0.001.

~~Further~~On toJanuary 14, 2015, the ~~completion~~Company offiled ~~the~~a ~~transactions~~Certificate inof Designations authorizing the ~~purchase~~issuance ~~and~~of ~~sale~~up ~~agreement~~to 100,000 weshares ~~have~~of ~~begun~~its aSeries ~~thorough~~C ~~search~~Preferred ~~and~~Stock. As ~~review~~ of ~~other~~the ~~assets~~date inof this ~~part of Europe~~report, ~~with~~none aof ~~view~~the toseries ~~engaging~~C inPreferred ~~similar~~stock ~~low~~has ~~risk~~been ~~opportunities~~issued.

~~TEXAS~~Other ~~PROJECTS~~Matters Related to the Company’s Operations

On October 1, 2009, we 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).COMPETITION

~~The~~We ~~Anton~~compete ~~Lease~~with ~~lapsed~~other onexploration ~~January~~and 9,development ~~2011~~companies ~~this~~for ~~tract~~financing ~~had~~from 1a ~~shut-in~~limited ~~well.~~number Itof ~~was~~investors ~~determined~~that byare ~~the~~prepared ~~Company~~to ~~after~~make ~~discussions~~investments ~~with~~in ~~their~~exploration-stage ~~operators,~~oil ~~geologists~~ and ~~based~~gas oncompanies. ~~historical~~The ~~data,~~presence ~~that~~of itcompeting ~~would~~oil ~~not~~and begas ~~cost~~exploration ~~effective~~and todevelopment ~~pursue~~companies ~~the~~may ~~well~~impact ~~therefore~~on ~~the~~our ~~lease~~ability ~~was allowed~~ to ~~lapse. In~~raise ~~connection~~additional ~~with~~capital ~~the~~in ~~lapse~~order ~~$3,512~~to offund ~~leasehold~~our ~~cost~~property ~~were~~acquisitions ~~written~~and ~~off. The~~exploration ~~remaining~~programs ~~leases~~if ~~lapsed~~investors onare ~~July~~of ~~25, 2012. It was determined by~~ the ~~Company~~view ~~after~~that ~~discussions~~investments ~~with~~in ~~their~~competitors ~~operators,~~are ~~geologists~~more ~~and~~attractive based on ~~historical data that it would not be cost effective to pursue~~ the ~~leases~~merit ~~and~~of ~~existing wells therefore~~ the ~~lease~~properties ~~was~~under ~~allowed~~investigation toand ~~lapse. In connection with~~ the ~~lapse~~price ~~$623,124~~ of ~~leasehold~~the ~~cost~~investment ~~were~~offered ~~written~~to ~~off~~investors.

12We also compete for oil and gas properties of merit with other oil and gas exploration and development companies. Competition could reduce the availability of properties of merit or increase the cost of acquiring additional oil and gas properties.

~~Langold~~Many ~~Acquisition~~of the oil and gas exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater

On February 22, 2012, the Company entered into and closed a 3 year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to the Company are three year leases to the following properties:10

Aamounts ~~100%~~on ~~working~~acquisitions ~~interest~~of inproperties 2of ~~separate~~merit and on exploration of their properties. ~~equaling~~In ~~approximately~~addition, ~~300~~they ~~acres~~may ofbe ~~exploration~~able ~~property~~to ~~located~~afford greater geological expertise in ~~Bastrop~~the ~~Town~~targeting ~~Tract,~~and ~~Abstract~~exploration Noof resource properties. This ~~11,~~could ~~Bastrop~~result ~~County,~~in TXour competitors having resource properties of greater quality and ~~the~~interest T.to Jprospective investors who may finance additional exploration and to establish exploration companies that may purchase resource properties or enter into joint venture agreements with exploration-stage companies. ~~Hardeman~~This ~~Survey~~competition Acould ~~203,~~adversely inimpact ~~Bastrop~~our ~~County,~~ability ~~Texas~~to finance property acquisitions and further exploration.

ACOMPLIANCE ~~100%~~WITH ~~working~~GOVERNMENT 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.REGULATION

AOur ~~100%~~oil ~~working~~and ~~interest~~gas operations are subject to various United States and International federal, state/provincial and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in anorder ~~approximately~~to 5conserve ~~acre~~supplies of oil and gas. ~~property~~The ~~called~~production, ~~the~~handling, ~~Dillon~~storage, ~~Hall~~transportation ~~property~~and ~~located~~disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the ~~Gerron~~protection ~~Hinds~~of ~~League~~human inhealth ~~Caldwell~~and ~~County~~the environment. To date, ~~Texas~~expenditures related to complying with these laws have not been significant in relation to the results of operations of our company. The ~~Dillon~~requirements ~~Hall~~imposed ~~property~~by issuch ~~not~~laws ~~currently~~and ~~producing~~regulations are frequently changed and subject to interpretation, and ~~though~~we itare ~~holds~~unable anto ~~existing~~predict ~~well,~~the ~~that~~ultimate ~~well~~cost ~~requires~~of acompliance ~~work-over~~with tothese berequirements ~~put~~or ~~back~~their ~~into~~effect ~~production~~on our operations.

ARESEARCH ~~100%~~AND ~~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.~~DEVELOPMENT

InWe ~~consideration~~have ~~for~~not ~~the~~spent ~~above~~any ~~leases~~amounts 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~~which ~~Finance~~have orbeen ~~other~~classified ~~source of stock quotes~~ as ~~agreed~~research ~~to by the parties. The original value assigned these shares~~ and ~~the~~development ~~leaseholds~~activities ~~was~~in ~~$3.3~~our ~~million.~~financial Itstatements ~~was~~since ~~determined~~our ~~that due to the relationship between Langold and Asia-Pacific, this transaction was not arms length but rather was related party~~inception. The Company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted Company common stock which was valued at $243,932 for a total consideration of $263,932.

~~ITEM~~INTELLECTUAL 3.PROPERTY

~~LEGAL~~We ~~PROCEEDINGS~~do not presently own any copyrights, patents or trademarks.

~~We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.~~EMPLOYEES

~~ITEM~~As 4of April 9, 2015, we have no full-time employees, with no significant employees other than our officers and directors. We plan to outsource independent consultant engineers and geologists on a part time basis to conduct the work programs on our mineral properties in order to carry out our plan of operations. Our officers and directors do not currently work for cash compensation and presently receive only stock compensation. The Company intends to revisit executive compensation when the situation warrants.

~~MINE~~REPORTS ~~SAFETY~~TO ~~DISCLOSURES~~SECURITIES HOLDERS

~~Not~~We ~~applicable~~are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information

1311

~~PART~~statements, IIand other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

ITEM 51A. RISK FACTORS

~~MARKET~~Not ~~FOR~~required ~~REGISTRANT'S~~as ~~COMMON~~the ~~EQUITY,~~Company ~~RELATED~~is ~~STOCKHOLDER~~a ~~MATTERS~~“smaller ~~AND~~reporting ~~ISSUER PURCHASES OF EQUITY SECURITIES~~company”.

~~Our~~ITEM ~~authorized capital stock consists of 150,000,000 common shares, par value $~~1B.~~001~~ ~~per~~UNRESOLVED ~~share. On~~STAFF ~~July 31, 2013, there were 98,243,130 common shares issued and outstanding.~~COMMENTS

Our common stock was listed for trading on the Over the Counter Bulletin Board under the symbol "LBYE". Our shares have only experienced trading activity since March 2010. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.None

Quarter Ended	High ($)	Low ($)
July 31, 2013	$0.10	$0.02
April 30, 2013	$0.12	$0.01
January 31, 2013	$0.07	$0.01
October 31, 2012	$0.08	$0.04
July 31, 2012	$0.09	$0.07
April 30, 2012	$0.14	$0.11
January 31, 2012	$0.06	$0.05
October 31, 2011	$0.09	$0.08

ITEM 2. PROPERTIES

AsOur ofexecutive ~~November~~offices 8,are ~~2013,~~located weat ~~have~~2425 18Fountain ~~shareholders~~View ofDrive, ~~record.~~Suite ~~The~~300, ~~number~~Houston, ofTX ~~record~~77057. ~~holders~~We ~~was~~believe ~~determined~~that ~~from the records of~~ our ~~transfer~~current ~~agent~~premises ~~and~~are ~~does~~sufficient ~~not~~to ~~include~~meet ~~beneficial~~our ~~owners~~present ofneeds ~~common~~and ~~stock~~do ~~whose~~not ~~shares~~anticipate ~~are held in~~ the ~~names~~need ofto ~~various~~secure ~~security~~any ~~brokers,~~additional ~~dealers, and registered clearing agencies~~space. We ~~The~~currently ~~transfer~~have ~~agent~~no ofinvestment ~~our~~policies ~~common~~as ~~stock~~they ispertain ~~Empire~~to ~~Stock~~real ~~Transfer Inc.~~estate, ~~1859~~real ~~Whitney~~estate ~~Mesa~~interests ~~Dr.~~or ~~Henderson,~~real NVestate ~~89014~~mortgages.

~~Recent~~RESOURCE ~~Sales of Unregistered Securities~~PROPERTIES

~~Below~~Baylor ~~is a list of securities sold by us from August 1~~County, ~~2012 to the present date which were not registered under the Securities Act.~~Texas

14In March 2014, the Company entered into a series of agreements to acquire certain oil and gas leases located in Baylor County, Texas from certain non-related third parties. Specifically, the Company acquired four oil & gas producing leases in a transaction which covers 1,038 acres with 17 oil wells, 4 injection wells and related surface production equipment. Average production of 3-4 Barrels of Oil Per Day (BOPD) from operating wells is anticipated before any additional cleaning or remedial work is performed. The leases provide 100% Working Interest and 70-75% Net Revenue Interest (NRI) for the Company in exchange for seller financing, a carried 5% ORR and $50,000 in restricted preferred stock.

Name of Purchaser	Date of Sale	Title of Security	Amount of Securities Sold	Consideration
Peter Gawith	September 11, 2012	Common	25,000	Advisory Board Services
Peter Gawith	December 4, 2012	Common	25,000	Advisory Board Services
Asia-Pacific Capital Ltd.	January 31, 2013	Common	126,213	Share Issuance Agreement
Asher Enterprises, Inc.	Various	Common	8,564,064	Debt Conversion
Miles D. Bender	August 1 & 7, 2013	Common	1,000,000	Officer compensation
William Jones	August 1 & 7, 2013	Common	1,000,000	Officer compensation

The operator has advanced field work including replacing mechanical down hole pumps, replacing pump jack motors, upgrading a water injection pump and stabilizing needed pump jack platforms. The Baylor County leases have historically produced from multiple pay zones and these leases have all depth rights. The leases are estimated to contain a minimum of 15 and likely up to 30 infill drilling locations with expectations based on historical IP (initial production) rates of between 15-20 BOPD on new wells.

~~ITEM~~In 6.connection with the acquisition of the Baylor County leases, the Company entered into several agreements as follows:

~~SELECTED FINANCIAL DATA~~(i)

AsThe Company entered into a ~~“smaller~~non-interest ~~reporting~~bearing ~~company”~~promissory note in the face amount of $65,000 wepayable ~~are~~in ten equal monthly installments of $6,500 commencing April 15, 2014 with a final maturity date of January 15, 2015 and has not ~~required~~been torenewed ~~provide~~or repaid as of filing date. The balance of the ~~information~~outstanding ~~required~~of the promissory note as of July 31, 2014 was $61,934. The Company has the option of satisfying the installments by ~~this~~payment ~~Item~~of certain specifically enumerated obligations of a third party. The note is secured by a mortgage on the leasehold interest.

~~ITEM 7.~~(ii)

~~MANAGEMENT'S~~The ~~DISCUSSION~~Company ~~AND~~entered ~~ANALYSIS~~into OFa ~~FINANCIAL~~promissory ~~CONDITION~~note ~~AND~~in ~~RESULTS~~the OFface ~~OPERATIONS~~amount of $316,292 payable in 117 equal monthly installments of $3,715.47 commencing March 1, 2014 with a final maturity date of December 1, 2023. The note bears interest at a rate of seven percent (7%) per annum. The note is secured by a mortgage on the leasehold interest.

~~FORWARD-LOOKING STATEMENTS~~12

This annual 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. (iii)

~~Any~~The orCompany ~~all~~further ofagreed ~~our~~to ~~forward~~issue to Dai-~~looking~~Brooks ~~statements~~Enterprises, inLLC ~~this~~50,000 ~~report~~shares ~~may~~of ~~turn~~newly ~~out~~issued toCompany beSeries ~~inaccurate.~~A ~~They~~Convertible ~~can~~Preferred beStock ~~affected~~and byWarrants ~~inaccurate~~to ~~assumptions~~purchase we500,000 ~~might~~shares ~~make~~of orCompany byCommon ~~known~~stock orfor ~~unknown~~a ~~risks~~period orof ~~uncertainties.~~three ~~Consequently,~~(3) noyears ~~forward-looking~~at ~~statement~~an ~~can~~exercise beprice ~~guaranteed~~of $.07 ~~Actual~~per ~~future~~share.

15In connection with the Baylor County Leases acquired by the Company, on May 30, 2014, the Company entered into an Operating Agreement with BEP Operating, LLC as the successor operator of the properties described in the Baylor County Leases. Pursuant to this agreement, BEP Operating, LLC will hold the license to operate these leases. BEP Operating, LLC is licensed by the Texas Railroad Commission and is bonded to undertake these operations. The Company anticipates that in the future when it has satisfied all requirements of the Texas Railroad Commission and is duly bonded, it will directly operate these leases. The Operating Agreement calls for the Company to reimburse all of BEP Operating, LLC’s operating expenses incurred in connection with the work and to pay an additional amount on account of the operator’s overhead. As of July 31, 2014, $4,125 has accrued on account as a reimbursement obligation. BEP Operating, LLC is controlled by Carlos E. Buchanan II, the brother of Armando Rafael Buchanan, the Company’s Chief Financial Officer.

~~results~~On ~~may~~October ~~vary materially as a result of various factors~~3, ~~including~~2014, ~~without limitation,~~ the ~~risks~~Company ~~outlined~~signed ~~under~~an ~~"Risk~~agreement ~~Factors"~~with inDelta ~~our~~S ~~prior~~Energy ~~filings~~whereby ~~with~~ the ~~Securities~~Company ~~and~~sold ~~Exchange~~a ~~Commission.~~1/3 Inworking ~~light~~interest ofin ~~these risks and uncertainties, there can be no assurance that~~ the ~~forward-looking~~Robert ~~statements~~Motil ~~contained~~and inOtto ~~this~~Ptacek ~~filing~~leases ~~will~~ in ~~fact~~Baylor ~~occur.~~County ~~You~~for ~~should~~a ~~not~~total ~~place~~consideration ~~undue reliance on these forward-looking statements. The forward-looking statements speak only as~~ of ~~the date on which they are made~~$30, ~~and~~000, ~~except~~allocated to$25,000 for the ~~extent~~working ~~required~~interest byand ~~federal securities laws~~$5,000 wefor ~~undertake~~the nofirst ~~obligation~~option to ~~publicly~~participate ~~update~~in ~~any~~a ~~forward-looking~~new ~~statements,~~welling ~~whether~~program aswhich ~~the~~expired ~~result~~on ofDecember ~~new information~~31, ~~future~~2014. The ~~events~~$25,000 orwas ~~otherwise.~~used ~~We intend that all forward-looking statements be subject~~ to improve the ~~safe~~equipment ~~harbor~~and ~~provisions~~infrastructure ofon the ~~PSLRA~~leased properties.

~~Our~~On ~~financial~~February ~~statements~~23, 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 plans2015, ~~estimates and beliefs. Our actual results could differ materially from those discussed in~~ the ~~forward~~Company ~~looking~~entered ~~statements.~~into ~~Factors~~a ~~that~~series ~~could~~of ~~cause~~agreements orwith ~~contribute~~Delta toS ~~such differences include~~Energy, ~~but~~LLC ~~are~~(“Delta”) ~~not~~pursuant ~~limited~~ to, ~~those~~which ~~discussed~~the ~~below~~following ~~and elsewhere in this quarterly report.~~ occurred:

In this annual 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. a)

AsA ~~used~~Promissory Note in ~~this~~the ~~annual~~amount ~~report~~of $316,292 payable by the ~~terms~~Company ~~“we”,~~to ~~“us”,~~Perry ~~“our”~~Lynn ~~and~~Ayres ~~“our~~was ~~company”~~assigned ~~refer~~by the holder to ~~Liberty~~Delta ~~Energy~~and ~~Corp.,~~Delta ~~unless~~is ~~otherwise~~now ~~indicated.~~the payee under said Promissory Note;

We are an exploration stage company and have generated nominal revenues since inception and have incurred $1,113,505 in expenses through July 31, 2013. Our financial statements from inception (June 6, 2006b) through the year ended July 31, 2013 report revenues of $26,778 and a net loss of $1,918,717. 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 year ended July 31, 2012. 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.

ToThe ~~implement~~Company ~~our~~assigned ~~business~~to ~~plan~~Delta ~~during~~an ~~the~~Overriding ~~next~~Royalty ~~twelve~~Interest ~~months,~~(ORRI) wecomprising ~~need~~20% toof ~~develop and~~8/or8 ~~acquire additional oil interests which will be revenue-generating. Our failure to do so will hinder our ability to increase the size~~ of ~~our~~hydrocarbon ~~operations~~substances ~~and~~derived tofrom ~~generate~~certain ~~revenues.~~leases Ifin weBaylor ~~are not able to generate additional revenues to cover our operating costs~~County, ~~we may not be able to expand our operations and may need to curtail our existing operations.~~TX;

~~For the period of inception (June 6, 2006~~c) through July 31, 2013, 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.

~~While~~Delta ~~our~~assigned ~~operating~~to ~~expenses~~the ~~for~~Company ~~2013~~a ~~were~~working ~~reduced~~interest ~~from~~in ~~2012,~~certain ~~with~~leases ~~the~~in ~~addition~~Baylor ofCounty, ~~acquisitions~~TX; and

and other business, we expect that our future monthly operating expenses for 2014 will be increased in comparison with our current expense levels. We will continue to incur significant general and administrative expenses.d)

~~The~~Delta ~~following~~paid ~~table~~the ~~provides~~Company ~~selected~~$33,000, ~~financial~~which ~~data~~was ~~about~~offset ~~our~~by ~~company~~$3,495 ~~for~~which ~~the~~was ~~periods~~previously ~~ended~~owed ~~July~~by ~~31,~~the ~~2013~~Company ~~and~~to ~~2012~~Delta.

16Bulgaria

	Year Ended July 31
	2013		2012
Revenue	$	-	$	-
Total Operating and G&A Expenses	$	347,912	$	935,393
Other Income (Expenses)	$	(151,588)	$	(778)
Net Loss	$	499,500	$	936,171

On September 22, 2009 we entered into a Purchase and Sales Agreement with William C. Athens pursuant to which we agreed to acquire a total of 1/16^th of 1% of 8/8ths ORRI (overriding royalty interest) interest in the A-Lovech exploration block in Bulgaria. This interest has yet to yield any production. This interest has been fully written off as of July 31, 2014.

~~Revenues~~Trius Energy

WeOn ~~earned~~October no1, ~~revenues~~2009, ~~during~~we ~~the~~entered ~~years~~into ~~ended~~an Asset Purchase and Sale Agreement with Trius Energy LLC, pursuant to which we acquired certain oil and gas assets from Trius Energy LLC in Jackson County, Texas. These interests have yet to yield any production. As of July 31, ~~2013~~2014 the balance of the asset value of the properties conveyed with the Trius agreement have been impaired and ~~2012.~~

~~General Administrative Expenses~~13

~~Our~~they ~~general~~have ~~administrative~~no ~~expenses~~asset ~~for~~value ~~the~~recorded ~~year~~as ~~ended~~of ~~July 31, 2013 ($337,098) increased by approximately 18% from~~ the ~~year~~end ~~ended July 31, 2012 ($285,929) due to higher executive compensation, most~~ of ~~which~~this ~~was either accrued or paid in stock~~year.

~~Liquidity~~Bastrop, Caldwell and ~~Financial~~Eastland ~~Condition~~Counties, Texas

AsOn ofFebruary ~~July 31~~22, ~~2013~~2012, ~~our~~we ~~total~~entered ~~current~~into ~~assets~~a ~~were~~3-year ~~$1,894~~lease ~~and~~assignment ~~our~~agreement ~~total~~with ~~current~~Langold ~~liabilities~~Enterprises ~~were~~Limited ~~$260,292~~(an entity with some cross ownership and wecommon ~~had~~principal amanager ~~working~~with ~~capital~~Asia-Pacific, ~~deficit~~the Company’s primary source of ~~$258~~capital) pertaining to certain interests in oil and gas properties in Bastrop,~~398~~ Caldwell and Eastland Counties, Texas. In ~~Our~~consideration ~~financial~~for ~~statements~~these ~~report~~leases athe ~~net~~Company ~~loss~~issued 24,155,435 shares of Company common stock to Langold. The original value assigned these shares and the leaseholds was $~~499,500~~3.3 ~~for~~million. These shares were valued at the price paid by Langold on their original 3-year ~~ended~~lease ~~July~~acquisition ~~31,~~from ~~2013,~~the ~~and~~land aowners. ~~net~~That ~~loss~~price ofpaid was $20,000 cash plus 1,~~918~~800,~~717~~000 ~~for~~shares ~~the~~of ~~period~~Company ~~from~~common ~~June~~stock 6which was valued at $243,932 ~~2006~~for ~~(date~~a total consideration of ~~inception)~~$263,932. These interests have yet to yield any production and the Company may have an obligation to plug one well. As of July 31, ~~2013~~2014 the balance of the asset value of the foregoing properties have been fully impaired and have no value.

WeITEM ~~have suffered recurring losses from operations~~3. ~~The~~LEGAL continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.PROCEEDINGS

Cash Flows		For the year ended July 31, 2013		For the year ended July 31, 2012
Net Cash (Used in) Provided by Operating Activities	$	(107,486)	$	(395,677)
Net Cash (Used In) Investing Activities	$	-	$	-
Net Cash Provided by Financing Activities	$	70,500	$	280,000
Cash (decrease) increase during the year	$	(36,986)	$	(115,677)

On November 6, 2014, the Company was advised in writing that it was delinquent on certain financial obligations to Trius Energy, LLC pertaining to the Baylor County leases including a threat of legal action in the event the amount demanded is not paid. This action could include the foreclosure of an applicable mortgage and security agreement if the amounts due are not promptly paid. The Company is currently assessing this matter and cannot determine the amount of financial exposure which could arise from this matter, if any. In addition to any financial exposure, the Company could incur legal fees and other costs of litigation in connection with this matter. As of July 31, 2014, the outstanding accounts payable balance due to Trius Energy, L.L.C. was $57,509. Other than the foregoing, we are not aware of any other pending or potential legal actions.

WeOn ~~had~~January ~~cash~~27, in2015, the ~~amount~~Company received notice of ~~$1,894~~litigation asfiled by the holder of ~~July~~its ~~31,~~Baylor ~~2013~~County asleases ~~compared~~related to ~~$38,880~~the asCompany’s ofdefault ~~July~~on ~~31,~~its ~~2012.~~secured Wepromissory ~~had~~note adated ~~working~~as ~~capital~~of ~~deficit~~April of4, ~~$258~~2014. Subsequently,~~398~~ asthis ofmatter ~~July~~was ~~31,~~settled ~~2013~~when ~~compared~~Delta toS ~~working~~Energy ~~capital~~paid ~~deficit~~the holder of ~~$95,968~~the asoutstanding ofnote ~~July~~and ~~31,~~assumed ~~2012~~the position as the payee.

17ITEM 4. MINE SAFETY DISCLOSURES

~~For~~Not the year ended July 31, 2013, our net cash received from financing activities was $70,500, of which $43,000 came from the sale of common stock, compared to $280,000 in 2012, all of which came from the sale of common stockapplicable.

~~To date, our principal sources of funds have been from sales of our common stock and other securities.~~14

~~Cash~~PART ~~provided by financing activities since inception through July 31, 2013 was $1,566,500.~~II

~~Over~~Our ~~the~~authorized ~~next~~capital ~~12-month~~stock ~~period~~consists weof ~~intend~~160,000,000 toshares ~~focus~~comprising ~~our~~150,000,000 ~~efforts~~shares onof ~~our~~common ~~oil~~stock, ~~and~~par ~~gas~~value ~~acquisition~~$.001 ~~program~~per ~~and~~share ~~aggressive exploration~~ and ~~appraisal programs on our leased properties. Historically~~10,000,000 weshares ~~have been able to raise a limited amount~~ of ~~capital~~preferred ~~through private placements of our equity~~ stock, ~~and~~par ~~issuance~~value of$.001 ~~convertible~~per ~~debt~~share. InOn ~~the~~July ~~foreseeable~~31, ~~future~~2014, wethere ~~intend~~were ~~to utilize our stock purchase agreement with Petro Fund 1 to raise additional funding~~103,190,255 ascommon ~~well~~shares asand ~~private~~no ~~placements~~shares of ~~equity~~Preferred ~~and judicious debt incurrence~~Stock. Notwithstanding, Ifthe weCompany ~~are~~is ~~unable~~obligated to ~~secure~~issue ~~adequate~~50,000 ~~capital~~shares ~~to continue our oil and gas exploration and development business our shareholders will lose some or all~~ of ~~their~~Company ~~investment~~Series ~~and~~A ~~our~~Preferred ~~business~~Stock ~~will~~to ~~likely~~Dai-Brooks ~~fail~~Enterprises, LLC.

WeOur ~~have~~common ~~suffered~~stock ~~recurring~~was ~~losses~~listed ~~from~~for ~~operations~~trading on the Over the Counter Bulletin Board under the symbol "LBYE". ~~The~~Our ~~continuation~~shares ofhave ~~our~~only ~~company~~experienced istrading ~~dependent~~activity ~~upon~~since ~~our~~March ~~company~~2010. ~~attaining~~These ~~and~~prices ~~maintaining~~represent ~~profitable~~inter-dealer ~~operations~~quotations without retail markup, markdown, or commission and ~~raising~~may ~~additional~~not ~~capital~~necessarily represent actual transactions.

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.


Quarter Ended	High ($)	Low ($)
July 31, 2014	$0.03	$0.01
April 30, 2014	$0.03	$0.02
January 31, 2014	$0.05	$0.03
October 31, 2013	$0.06	$0.02
July 31, 2013	$0.10	$0.02
April 30, 2013	$0.12	$0.01
January 31, 2013	$0.07	$0.01
October 31, 2012	$0.08	$0.04

~~There~~As ~~are~~of noApril ~~assurances~~9, ~~that~~2015, we ~~will~~have be18 ~~able~~shareholders toof ~~obtain~~record ~~further~~of ~~funds~~the ~~required~~Company’s ~~for~~common ~~our~~stock ~~continued~~par ~~operations.~~value ~~We are pursuing various financing alternatives to meet our immediate and long-term financial requirements~~$0.001. ~~There~~The ~~can~~number beof norecord ~~assurance~~holders ~~that~~was ~~additional~~determined ~~financing~~from ~~will~~the berecords ~~available~~of toour ustransfer ~~when~~agent ~~needed~~and ~~or,~~does ifnot ~~available,~~include ~~that~~beneficial itowners ~~can~~of becommon ~~obtained~~stock onwhose ~~commercially~~shares ~~reasonable terms. If we~~ are ~~not~~held ~~able~~in ~~to obtain~~ the ~~additional~~names ~~financing~~of onvarious asecurity ~~timely basis~~brokers, ~~we will be unable to conduct our operations as planned~~dealers, and weregistered ~~will~~clearing ~~not~~agencies. beThe ~~able~~transfer toagent ~~meet~~of our ~~other~~common ~~obligations~~stock asis ~~they~~Empire ~~become~~Stock ~~due.~~Transfer ~~In such event~~Inc., we1859 ~~will~~Whitney beMesa ~~forced~~Dr. toHenderson, ~~scale~~NV ~~down or perhaps even cease our operations~~89014.

~~Over~~Recent ~~the~~Sales ~~next~~of ~~twelve~~Unregistered ~~months we expect to expend funds as follows:~~Securities

Estimated Net Expenditures During the Next Twelve Months
General, Administrative, and Corporate Expenses	$ 208,000
Operating Expenses	$ 400,000
Acquisitions & Exploration	$ 5,000,000
Development	$ 1,000,000
TOTAL	$ 6,608,000

Below is a list of securities sold by us from August 1, 2013 to the present date which were not registered under the Securities Act.

1815

CONTRACTUAL OBLIGATIONS


Name of Purchaser	Date of Sale	Title of Security	Amount of Securities Sold	Consideration
Miles D. Bender	July 31, 2013	Common	500,000	Services ($27,500)
William T. Jones	July 31, 2013	Common	500,000	Services ($27,500)
Miles D. Bender	July 31, 2013	Common	500,000	Services ($27,500)
William T. Jones	July 31, 2013	Common	500,000	Services ($27,500)
Asher Enterprises, Inc.	November 14, 2013	Common	898,204	Debt Conversion ($17,964)
Petro Fund I, Inc.	April 11, 2014	Common	548,921	Purchase ($43,913)
Delta S Ventures LP	November 4, 2014	Common	2,000,000	Purchase ($25,000)
Arthur Roy	August 1, 2014	Common	1,500,000*	Services ($30,000)
Armando Buchanan	August 1, 2014	Common	1,000,000*	Services ($20,000)
Robert Steven Williamson	August 1, 2014	Common	1,000,000*	Services ($20,000)
*The Company has made a book entry for these shares as of the date indicated but has not physically issued the shares as of the date of this report.

AsITEM a6. ~~"smaller~~SELECTED ~~reporting~~FINANCIAL ~~company", we are not required to provide tabular disclosure obligations.~~DATA

~~OFF-BALANCE~~As ~~SHEET~~a ~~ARRANGEMENTS~~“smaller reporting company”, we are not required to provide the information required by this Item.

~~We have no off-balance sheet arrangements.~~16

~~SIGNIFICANT~~ITEM ~~ACCOUNTING~~7. ~~POLICIES~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an onFORWARD-~~going~~LOOKING basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, our accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report.STATEMENTS

~~Critical~~This ~~Accounting~~annual ~~Policies~~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.

~~The~~Any ~~discussion~~or ~~and~~all ~~analysis~~ of our ~~financial~~forward-looking ~~condition~~statements ~~and~~in ~~results~~this ofreport ~~operations~~may ~~are~~turn ~~based~~out ~~upon~~to ~~our~~be ~~financial~~inaccurate. ~~statements,~~They ~~which~~can ~~have~~be ~~been~~affected ~~prepared~~by ininaccurate ~~accordance~~assumptions ~~with~~we ~~the~~might ~~accounting~~make ~~principles~~or ~~generally~~by ~~accepted~~known inor ~~the~~unknown ~~United~~risks ~~States~~or ofuncertainties. ~~America~~Consequently, ~~(“US~~no ~~GAAP”). Preparing~~forward-looking ~~financial~~statement ~~statements~~can ~~requires~~be ~~management~~guaranteed. toActual ~~make~~future ~~estimates~~results ~~and~~may ~~assumptions~~vary ~~that~~materially ~~affect~~as ~~the~~a ~~reported~~result ~~amounts~~ of ~~assets~~various factors, ~~liabilities~~including, ~~revenue~~without limitation, the risks outlined under "Risk Factors" in our prior filings with the Securities and ~~expenses~~Exchange Commission. ~~These~~ ~~estimates~~In light of these risks and ~~assumptions~~uncertainties, ~~are~~there ~~affected~~can bybe ~~management’s~~no ~~application~~assurance ofthat ~~accounting~~the ~~policies~~forward-looking statements contained in this filing will in fact occur. We ~~believe~~You ~~that~~should ~~understanding~~not ~~the~~place ~~basis~~undue ~~and~~reliance ~~nature~~on these forward-looking statements. The forward-looking statements speak only as of the ~~estimates~~date ~~and~~on ~~assumptions~~which ~~involved~~they ~~with~~are made, and, except to the ~~following~~extent ~~aspects~~required ofby ~~our~~federal ~~financial~~securities ~~statements~~laws, iswe ~~critical~~undertake no obligation to anpublicly ~~understanding~~update any forward-looking statements, whether as the result of ~~our~~new ~~financial~~information, ~~statements~~future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

~~Use~~Our offinancial ~~Estimates~~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 annual report.

~~The~~In ~~preparation~~this ofannual ~~financial~~report, ~~statements~~unless inotherwise ~~conformity~~specified, ~~with~~all USdollar ~~GAAP requires management to make estimates and assumptions that affect the reported~~ amounts ofare ~~assets~~expressed ~~and~~in ~~liabilities~~United ~~and~~States ~~disclosure~~dollars. ofAll ~~contingent~~references ~~assets~~to ~~and~~"US$" ~~liabilities~~refer atto ~~the~~United ~~date~~States ofdollars ~~the financial statements~~ and ~~reported~~all ~~amounts~~references ofto ~~revenues~~"common ~~and~~shares" ~~expenses~~refer ~~during~~to the ~~reporting~~common ~~period.~~shares ~~Actual~~in ~~results~~our ~~could~~capital ~~differ from those estimates~~stock.

~~Net~~As ~~Loss~~used ~~per~~in ~~Share~~this annual report, the terms “we”, “us”, “our” and “our company” refer to Liberty Energy Corp., unless otherwise indicated.

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

19Our company was incorporated in the State of Nevada on June 6, 2006 under the name “DMA Minerals Inc.” to engage in the acquisition, exploration and development of natural resource properties. Our principal executive offices are located at 2425 Fountain View Drive, Suite 300, Houston, TX 77057. The U.S. telephone and fax numbers are (832) 649-2652 and (832) 575-1051 respectively. Since inception, the Company has produced almost no revenues and the Company’s

~~Oil and Gas Properties~~ 17

~~Our~~success ~~company~~will ~~follows~~depend ~~the~~in ~~full-cost~~large ~~method~~part ofon ~~accounting~~its ~~for~~ability ~~oil~~to obtain and ~~natural~~develop ~~gas~~oil ~~properties. Under~~and ~~this~~gas ~~method,~~interests ~~all~~within ~~costs~~the ~~incurred~~United inStates. ~~the~~There ~~exploration,~~can ~~acquisition~~be ~~and~~no ~~development,~~assurance ~~including~~that ~~unproductive~~oil ~~wells,~~and ~~are~~gas ~~capitalized~~properties inobtained ~~separate~~by ~~cost~~the ~~centers~~Company ~~for~~will ~~each~~contain ~~country. Such~~reserves ~~capitalized~~or ~~costs~~that ~~include~~properties ~~contract~~with ~~and~~reserves ~~concessions~~will ~~acquisition,~~be ~~geological,~~profitable ~~geophysical,~~to ~~and~~extract. ~~other~~The ~~exploration~~Company ~~work,~~is ~~drilling,~~subject ~~completing~~to local and ~~equipping~~national ~~oil~~laws and ~~gas~~regulations ~~wells,~~which ~~constructing~~could ~~production~~impact ~~facilities~~the ~~and~~Company’s ~~pipelines,~~ability ~~and~~to ~~other~~execute ~~related~~its ~~costs~~business plan.

The ~~capitalized~~Company ~~costs~~has ofgenerated ~~oil~~net ~~and~~losses ~~gas~~since ~~properties~~inception ~~in each cost center are amortized on a composite unit~~ of ~~production~~and ~~method~~had ~~based~~an onaccumulated ~~future~~deficit ~~gross~~at ~~revenues~~July ~~from~~31, ~~proved~~2014 ~~reserves. Sales~~in orthe ~~other~~amount ~~dispositions~~ of ~~oil~~$2,560,828 and ~~gas~~had ~~properties~~a ~~are~~working ~~normally~~capital ~~accounted~~deficit ~~for as adjustments~~ of ~~capitalized costs~~$444,963. AThis ~~gain~~condition orraises ~~loss~~substantial isdoubt ~~not~~about ~~recognized~~the inCompany's ~~income~~ability ~~unless~~to acontinue ~~significant~~as ~~portion of~~ a ~~cost~~going ~~center’s reserves is involved~~concern. ~~Capitalized~~ ~~costs~~The ~~associated~~Company's ~~with~~continuation ~~acquisition~~as ~~and~~a ~~evaluation~~going ofconcern ~~unproved properties are excluded from amortization until it~~ is ~~determined~~dependent ~~whether~~on ~~proved~~its ~~reserves~~ability ~~can be assigned~~ to ~~such~~meet ~~properties~~its orobligations, ~~until~~to ~~the~~obtain ~~value~~additional offinancing ~~the~~as ~~properties~~may isbe ~~impaired. If~~required ~~the~~and ~~net~~ultimately ~~capitalized~~to ~~costs~~attain ofprofitability. ~~oil~~The ~~and~~financial ~~gas~~statements ~~properties~~do innot ainclude ~~cost~~any ~~center~~adjustments ~~exceed~~that anmight ~~amount~~result ~~equal~~from to the ~~sum~~outcome of ~~the~~this ~~present~~uncertainty. ~~value~~The ofCompany's ~~estimated~~continuation ~~future~~as ~~net~~a ~~revenues~~going ~~from~~concern ~~proved~~is ~~oil~~dependent ~~and~~upon ~~gas reserves in~~ the ~~cost~~Company’s ~~center~~ability ~~and~~to ~~the~~raise ~~lower~~additional ofdebt ~~cost~~ and/or ~~fair~~equity ~~value~~capital. ofThere ~~properties~~is ~~not~~no ~~being~~assurance ~~amortized,~~that ~~both~~the ~~adjusted~~Company ~~for~~will ~~income~~be ~~tax~~successful ~~effects,~~in ~~such~~raising ~~excess~~additional isfunds ~~charged~~through toany ~~expense.~~potential sources.

~~Capitalized~~Current 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 impairedOperations. ~~Our policy is consistent with ASC 932.~~

~~Income~~Baylor ~~Taxes~~County Leases

~~Our~~In ~~company~~March ~~accounts~~2014, ~~for~~the ~~its~~Company ~~income~~entered ~~taxes~~into ina ~~accordance~~series ~~with~~of ~~ASC~~agreements ~~No.~~to ~~740~~acquire certain oil and gas leases located in Baylor County, ~~"Income~~Texas ~~Taxes".~~from ~~Under~~certain ~~Statement~~non-related ~~740~~third parties. Specifically, athe ~~liability~~Company ~~method~~acquired isfour ~~used~~oil ~~whereby~~& ~~deferred~~gas ~~tax~~producing ~~assets~~leases ~~and~~in ~~liabilities~~a ~~are~~transaction ~~determined~~which ~~based~~covers on1,038 ~~temporary~~acres ~~differences~~with ~~between~~17 ~~basis~~oil ~~used~~wells, ~~for~~4 ~~financial~~injection ~~reporting~~wells and ~~income~~related ~~tax~~surface ~~reporting~~production ~~purposes~~equipment. ~~Income~~Average ~~taxes~~production ~~are~~of ~~provided~~3-4 ~~based~~Barrels onof ~~tax~~Oil ~~rates~~Per inDay ~~effect~~(BOPD) atfrom ~~the~~operating ~~time~~wells ~~such~~is ~~temporary~~anticipated ~~differences~~before ~~are~~any ~~expected~~additional tocleaning ~~reverse~~or remedial work is performed. AThe ~~valuation~~leases ~~allowance~~provide is100% ~~provided~~Working ~~for~~Interest ~~certain~~and ~~deferred~~70-75% ~~tax~~Net ~~assets~~Revenue ifInterest it(NRI) isfor ~~more~~the ~~likely~~Company ~~than~~in ~~not,~~exchange ~~that~~for ~~our~~seller ~~company~~financing, ~~will~~a ~~not~~carried ~~realize~~5% ~~the~~ORR ~~tax~~and ~~assets~~$50,000 ~~through~~in ~~future~~restricted ~~operations.~~preferred stock.

~~Our~~The ~~company’s~~operator ~~federal~~has ~~tax~~advanced ~~returns~~field ~~for~~work ~~the~~including ~~years~~replacing ~~ended~~mechanical ~~2009~~down ~~through~~hole ~~2012~~pumps, ~~are~~replacing ~~open~~pump tojack ~~examination.~~motors, Atupgrading ~~July~~a ~~31,~~water ~~2013,~~injection ~~our~~pump ~~company~~and ~~evaluated~~stabilizing ~~our~~needed ~~open~~pump ~~tax~~jack ~~years~~platforms. inThe ~~all~~Baylor ~~known~~County ~~jurisdictions.~~leases ~~Based~~have onhistorically ~~this~~produced ~~evaluation,~~from ~~the~~multiple ~~Company~~pay ~~did~~zones ~~not~~and ~~identify~~these ~~any~~leases ~~uncertain~~have ~~tax~~all ~~positions~~depth rights. ~~Our~~The ~~company~~leases ~~accounts~~are ~~for~~estimated ~~interest~~to contain a minimum of 15 and ~~penalties~~likely ~~relating~~up to ~~uncertain~~30 ~~tax~~infill ~~positions~~drilling inlocations ~~the~~with ~~current~~expectations ~~period~~based ~~statement~~on historical IP (initial production) rates of ~~operations~~between as15-20 ~~necessary.~~BOPD on new wells.

~~Fair~~In ~~Value~~connection with the acquisition of ~~Financial~~the ~~Instruments~~Baylor County leases, the Company entered into several agreements as follows:

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

20The Company entered into a non-interest bearing promissory note in the face amount of $65,000 payable in ten equal monthly installments of $6,500 commencing April 15, 2014 with a final maturity date of January 15, 2015 and has not been renewed or repaid as of filing date. The balance of the outstanding of the promissory note as of July 31, 2014 was $61,934. The Company has the option of satisfying the installments by payment of certain specifically enumerated obligations of a third party. The note is secured by a mortgage on the leasehold interest.

~~for derivative treatment. Our company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments. There were no derivatives at July 31, 2013.~~ (ii)

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~entered into a promissory note in the face amount of $316,292 payable in 117 equal monthly installments of $3,715.47 commencing March 1, 2014 with a final maturity date of December 1, 2023. The note bears interest at a rate of seven percent (7%) per annum. The note is secured by a mortgage on the leasehold interest.

~~Recently issued accounting pronouncements will have no significant impact on our company and its reporting methods.~~ (iii)

~~ITEM~~The ~~7A.~~Company further agreed to issue to Dai-Brooks Enterprises, LLC 50,000 shares of newly issued Company Series A Convertible Preferred Stock and Warrants to purchase

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~18

As500,000 ashares ~~“smaller~~of ~~reporting~~Company ~~company”,~~Common westock ~~are~~for ~~not~~a ~~required~~period toof ~~provide~~three ~~the~~(3) ~~information~~years ~~required~~at byan ~~this~~exercise ~~Item~~price of $.07 per share.

~~ITEM~~On 8.February 23, 2015, the Company entered into a series of agreements with Delta S Energy, LLC (“Delta”) pursuant to which the following occurred:

~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~a)

~~INDEX~~A TOPromissory ~~AUDITED~~Note ~~FINANCIAL~~in ~~STATEMENTS~~the amount of $316,291.61 payable by the Company to Perry Lynn Ayres was assigned by the holder to Delta and Delta is now the payee under said Promissory Note;

~~JULY 31, 2013~~b)

Report of Independent Registered Public Accounting Firm	22
Balance Sheets as of July 31, 2013 and July 31, 2012	23
Statements of Operations for the Years Ended July 31, 2013 and 2012, and Inception (June 6, 2006 ) to July 31, 2013	24
Statement of Changes in Shareholders’ Equity for the Period from June 6, 2006 (Inception) through July 31, 2013	25
Statements of Cash Flows for the Years Ended July 31, 2013 and 2012, and Inception (June 6, 2006 ) to July 31, 2013	26
Notes to the Financial Statements	27

The Company assigned to Delta an Overriding Royalty Interest (ORRI) comprising 20% of 8/8 of hydrocarbon substances derived from certain leases in Baylor County, TX;

21c)

~~REPORT~~Delta OFassigned ~~INDEPENDENT~~to ~~REGISTERED~~the ~~PUBLIC~~Company ~~ACCOUNTING~~a ~~FIRM~~working interest in certain leases in Baylor County, TX; and

~~To the Board of Directors~~d)

~~Liberty~~Delta ~~Energy~~paid ~~Corp~~the Company $33,000, which was offset by $3,495 which was previously owed by the Company to Delta.

~~Houston,~~BEP ~~Texas~~Operating Agreement.

WeIn ~~have~~connection ~~audited~~with the ~~accompanying~~Baylor ~~balance~~County ~~sheet~~Leases ofacquired ~~Liberty~~by ~~Energy~~the ~~Corp.~~Company, (on May 30, 2014, the “Company") asentered ofinto ~~July~~an ~~31,~~Operating ~~2013~~Agreement ~~and~~with ~~2012~~BEP Operating, ~~and~~LLC as the ~~related~~successor ~~statements~~operator of ~~operations~~the properties described in the Baylor County Leases. Pursuant to this agreement, ~~shareholders'~~BEP ~~equity~~Operating, ~~and~~LLC ~~cash~~will ~~flows~~hold ~~for~~the ~~each~~license ofto operate these leases. BEP Operating, LLC is licensed by the ~~years~~Texas ~~then~~Railroad ~~ended~~Commission and is bonded to undertake these operations. The Company anticipates that in the ~~period~~future ~~from~~when ~~June~~it 6has satisfied all requirements of the Texas Railroad Commission and is duly bonded, ~~2006~~it ~~(inception)~~will directly operate these leases. The Operating Agreement calls for the Company to ~~July~~reimburse 31all of BEP Operating, ~~2013.~~LLC’s ~~These~~operating ~~financial~~expenses ~~statements~~incurred ~~are~~in connection with the ~~responsibility~~work and to pay an additional amount on account of the ~~Company'~~operator’s ~~management~~overhead. BEP ~~Our~~Operating, ~~responsibility~~LLC is tocontrolled ~~express~~by anCarlos ~~opinion~~E. onBuchanan, ~~these~~brother ~~financial~~of ~~statements~~Armando ~~based~~Buchanan, onthe ~~our~~Company’s ~~audits~~Chief Financial Officer.

WeDelta ~~conducted~~S ~~our~~Energy ~~audits~~LLC inFarm-In ~~accordance with standards of the Public Company Accounting Oversight Board (United States)~~Agreement. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal controls over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

InOn ~~our~~October ~~opinion~~28, 2014, the ~~financial~~Company ~~statements~~entered ~~referred~~into toa ~~above present fairly,~~ farm-in ~~all~~funding ~~material~~agreement ~~respects,~~with ~~the~~Delta ~~financial~~S ~~position~~Energy ofLLC ~~Liberty~~to ~~Energy~~make ~~Corp.~~improvements asto four of ~~July~~the ~~31,~~Company's ~~2013~~existing wells and ~~2012~~upgrade ~~and~~infrastructure assets on the ~~results~~Baylor ofCounty ~~its~~leases. ~~operations~~As ~~and~~part ~~its~~of ~~cash~~the ~~flows~~agreement, ~~for~~Delta ~~each~~S ofEnergy ~~the~~LLC ~~years~~was granted the ~~ended~~first ~~and~~right ~~the~~option ~~period~~to ~~from~~purchase ~~June~~all 6,or ~~2006~~part ~~(inception)~~of tothe ~~July~~available ~~31,~~working ~~2013,~~interests in ~~conformity~~the ~~with~~first ~~accounting~~3 ~~principles~~new ~~generally~~drills ~~accepted~~to inbe spud on the ~~United~~leases ~~States~~for ofthe ~~America~~period ending December 31, 2014.

~~The~~In ~~accompanying~~July ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2~~2014, the Company ~~has incurred losses, has~~ had ~~negative~~its ~~operating~~first ~~cash~~oil ~~flows~~sales since inception, and minimal revenues. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the ~~outcome~~Baylor ofCounty ~~this~~leased ~~uncertainty~~properties.

~~/s/~~The ~~McConnell~~following &table ~~Jones~~provides selected financial data about our company for the periods ended July 31, ~~LLP~~2014 and 2013.

~~Houston, Texas~~19

November 19, 2013


	Year Ended July 31
	2014		2013
Revenue	$	10,593	$	-
Total Operating and G&A Expenses	$	(651,315)	$	(347,912)
Other Income (Expenses)	$	(1,389)	$	(151,588)
Net Loss	$	(642,111)	$	(499,500)

22Revenues

LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Balance Sheets
		As of		As of
		July 31,		July 31,
		2013		2012
Current Assets
Cash	$	1,894	$	38,880
Total Current Assets		1,894		38,880
Oil and Gas Properties, full cost method		363,939		363,939
Total Assets	$	365,833	$	402,819
Current Liabilities
Accounts Payable	$	87,928	$	52,070
Loan Payable		32,500		75,000
Accrued interest		25,564		778
Accounts Payable - Related Parties		114,300		7,000
Total Current Liabilities		260,292		134,848
Stockholders' Equity
Common stock, $0.001 par value, 150,000,000 shares
authorized; 98,243,130 and 88,527,270 shares issued
and outstanding as of July 31, 2013 and
July 31, 2012, respectively		98,243		88,527
Additional paid-in capital		1,926,015		1,598,661
Deficit accumulated during exploration stage		(1,918,717)		(1,419,217)
Total Stockholders' Equity		105,541		267,971
Total Liabilities &
Stockholders' Equity	$	365,833	$	402,819
The accompanying notes are an integral part of these audited financial statements.

With the acquisition of the Baylor County leaseholds we have earned revenues in the amount of $10,593 during the year ended July 31, 2014. We earned no revenue in the year ended July 31, 2013.

23General Administrative Expenses

LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statements of Operations
								June 6, 2006
				Year		Year		(inception)
				Ended		Ended		through
				July 31,		July 31,		July 31,
				2013		2012		2013
	Revenues
		Revenues	$	-	$	-	$	26,778
	Operating Costs
		Operating Costs		10,814		26,340		53,188
		Impairment Expense		-		623,124		626,536
	Total Operating Expense			10,814		649,464		679,724
	Gross Profit			(10,814)		(649,464 )		(652,946)
	General & Administrative Expenses
		Professional Fees		40,827		41,874		152,475
		General & Administrative		296,271		244,058		961,030
	Total General & Administrative Expenses			(337,098)		(285,929)		(1,113,505)
	Other Income/(Expense)
		Interest expense		(122,614)		(778)		(123,392)
		Loss on derivative liability		(28,974)		-		(28,974)
		Gain from currency exchange		-		-		100
				(151,588)		(778)		(152,266)
	Net loss		$	(499,500)	$	(936,171)	$	(1,918,717)
	Net Loss per share
		Basic earnings per share	$	(0.01)	$	(0.01)
	Weighted average number of			92,745,896		73,785,864
	common shares outstanding
The accompanying notes are an integral part of these audited financial statements.

Our general administrative expenses for the year ended July 31, 2014 $263,836 decreased by $73,262 compared to the year ended July 31, 2013. This decrease in general administrative expenses is due to lower executive compensation costs, most of which was either accrued or paid in stock.

24Operating Expenses

LIBERTY ENERGY CORP. (An Exploration Stage Company) Statement of Changes in Shareholders’ Equity
	Common Stock	Common Stock Amount	Additional Capital Paid-in Capital	Deficit Accumulated During Exploration Stage	Total
Balance, June 6, 2006	-	-	-	-	-
Stock issued for cash on June 6, 2006
@ $0.001 per share	30,000,000	$ 30,000	$ (24,000)		$ 6,000
Net Loss, July 31, 2006				$ (615)	(615)
Balance, July 31, 2006	30,000,000	30,000	(24,000)	(615)	5,385
Stock Issued for cash on December 4, 2006
@ $0.002 per share	30,000,000	30,000	30,000		60,000
Net Loss, July 31, 2007				(14,239)	(14,239)
Balance, July 31, 2007	60,000,000	60,000	6,000	(14,854)	51,146
Net Loss, July 31, 2008				(17,113)	(17,113)
Balance, July 31, 2008	60,000,000	60,000	6,000	(31,967)	34,033
Net Loss, July 31, 2009				(13,013)	(13,013)
Balance, July 31, 2009	60,000,000	60,000	6,000	(44,980)	21,020
Stock issued for cash on September 8, 2009	400,000	400	199,600		200,000
@ $0.50 per share
Stock issued for cash on April 8, 2010	75,000	75	74,925		75,000
@ $1.000 per share
Stock issued for cash on July 22, 2010	200,000	200	99,800		100,000
@ $0.50 per share
Net Loss, July 31, 2010				(108,375)	(108,375)
Balance, July 31, 2010	60,675,000	60,675	380,325	(153,355)	287,645
Stock Issued for cash on August 27, 2010	211,864	212	124,788		125,000
@ $0.59 per share
Stock Issued for cash on September 28, 2010	115,384	115	74,885		75,000
@ $0.65 per share
Stock Issued for cash on October 29, 2010	94,340	94	49,906		50,000
@ $0.53 per share
Stock Issued for cash on December 8, 2010	169,492	169	99,831		100,000
@ $0.53 per share
Stock Issued for cash on February 14, 2011	150,000	150	74,850		75,000
@ $0.50 per share
Stock Issued for cash on March 3, 2011	200,000	200	99,800		100,000
@ $0.50 per share
Stock Issued for cash on April 25, 2011	150,000	150	74,850		75,000
@ $0.50 per share
Stock Issued for cash on July 26, 2011	300,000	300	149,700		150,000
@ $0.50 per share
Net Loss, July 31, 2011				(329,691)	(329,691)
Adjustment of share to AP	(1,403)	(1)	1		0
Balance, July 31, 2011	62,064,677	62,064	1,128,936	(483,046)	707,954
(continued on next page)

Our operating expenses for the year ended July 31, 2014 increased by $376,665 over the year ended July 31, 2013. The principal components of this increase were impairment expense of $363,939, accretion expense of $5,585 and depreciation of $10,391. 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 “Extractive Activities – Oil and Gas”. The impairment expense recorded for the year ended July 31, 2014 is related to the Caldwell and Eastland oil and gas properties. The impairment expense is due to the write-off of the Company’s interests in the Caldwell and Eastland oil and gas properties.

25Liquidity and Financial Condition

(continued from previous page)
	Common Stock	Common Stock Amount	Additional Capital Paid-in Capital	Deficit Accumulated During Exploration Stage	Total
Balance, July 31, 2011	62,064,677	$ 62,064	$ 1,128,936	$ (483,046)	707,954
Stock Issued for cash on September 27, 2011	50,000	50	24,950		25,000
@ $0.50 per share
Forgiveness of debt by Director			25,000		25,000
Stock Issued for cash on November 28, 2011	830,722	831	44,169		45,000
@ $0.05 per share
Stock Issued for cash on January 24, 2012	417,986	418	24,582		25,000
@ $0.06 per share
Stock Issued for cash on February 15, 2012	200,011	200	24,800		25,000
@ $0.12 per share
Issuance of common stock for oil and gas property	24,155,435	24,156	239,782		263,938
Stock Issued for cash on March 21, 2012	401,035	401	49,599		50,000
@ $0.12 per share
Stock Issued for cash on May 22, 2012	382,404	382	34,618		35,000
@ $0.09 per share
Shares issued for advisory board services	25,000	25	2,225		2,250
Net Loss, July 31, 2012				(936,171)	(936,171)
Balance, July 31, 2012	88,527,270	88,527	1,598,661	(1,419,217)	267,971
Shares issued for advisory board services	50,000	50	2,450		2,500
Converted debt	7,665,860	7,666	173,904		181,570
Stock to be issued to Petro Fund 1			43,000		43,000
Stock issued to officers	2,000,000	2,000	108,000		110,000
Net Loss, July 31, 2013				(499,500)	(499,500)
Balance, July 31, 2013	98,243,130	$ 98,243	$ 1,926,015	$ (1,918,717)	$ 105,541
The accompanying notes are an integral part of these audited financial statements.

As of July 31, 2014, our total current assets were $2,759 and our total current liabilities were $447,722 and we had a working capital deficit of $444,963. Our financial statements report a net loss of $642,111 for the year ended July 31, 2014.

26We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.

LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statements of Cash Flows
							June 6, 2006
			Year		Year		(inception)
			Ended		Ended		through
			Jul-31		Jul-31		Jul-31
			2013		2012		2013
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(499,500)	$	(936,171)	$	(1,918,717)
	Adjustments to reconcile net loss to net cash
	provided by (used in) operating activities:
	Impairment Expense		-		690,397		693,909
	Write off of ARO liability		-		(33,048)		(33,048)
	Amortization of debt discount		75,000		-		75,000
	Amortization of deferred financing costs		5,000		-		5,000
	Loss on derivative liability		28,974		-		28,974
	Stock compensation		112,500		2,250		114,750
	Changes in operating assets and liabilities:
	Accounts Receivable		-		-		-
	Accounts Payable		170,540		(119,105)		207,107
	Net cash used in operating activities		(107,486)		(395,677)		(827,025)
	CASH FLOWS FROM INVESTING ACTIVITIES
	Addition of Oil and Gas Properties		-		-		(737,581)
	Net cash provided by (used in) investing activities		-		-		(737,581)
	CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock		43,000		205,000		1,439,000
	Loan payable - related party		-		-		25,000
	Repayment of loan payable		(27,500)		-		(27,500)
	Proceeds from Loan Payable		55,000		75,000		130,000
	Net cash provided by financing activities		70,500		280,000		1,566,500
	Net increase (decrease) in cash		(36,986)		(115,677)		1,894
	Cash at beginning of period		38,880		154,557		-
	Cash at end of period	$	1,894	$	38,880	$	1,894
	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Interest Expense Paid	$	14,835	$	-		14,835
	Income Taxes	$	-	$	-		-
	Non Cash Activity
	Related Party Debt Forgiven	$	-	$	25,000		25,000
	Lease acquired through issuance of stock		-		263,938		263,938
	ARO Assets		-		-		56,328
	Debt discount associated with derivative liability		-		-		-
	Reversal of Oil and Gas Assets through Notes		-		-		(300,000)
	Write-off of Discount on Oil and Gas Properties		103,750		-		103,750
	Shares issued for conversion of note payable issued on May 23, 2012 and interest of $1,700		44,200		-		44,200
	Shares issued for conversion of note payable issued on July 11,2012 and interest of $1,300		28,800		-		15,000
The accompanying notes are an integral part of these audited financial statements.


Cash Flows		For the year ended July 31, 2014		For the year ended July 31, 2013
Net Cash Used in Operating Activities	$	(44,335)	$	(107,486)
Net Cash Used In Investing Activities	$	-	$	-
Net Cash Provided by Financing Activities	$	42,500	$	70,500
Decrease during the year	$	(1,835)	$	(36,986)

~~LIBERTY~~We ~~ENERGY~~had ~~CORP~~cash in the amount of $59 as of July 31, 2014 as compared to $1,894 as of July 31, 2013. ~~(An~~We ~~Exploration~~had ~~Stage~~a ~~Company)~~working ~~Notes~~capital deficit of $444,963 as of July 31, 2014 compared to ~~Financial~~working ~~Statements~~capital deficit of $258,398 as of July 31, 2013.

~~NOTE~~For 1the –year ~~ORGANIZATION~~ended ~~AND~~July ~~DESCRIPTION~~31, OF2014, ~~BUSINESS~~our net cash received from financing activities was $42,500, all of which came from proceeds of the sale of common stock, compared to $43,000 in 2013, all of which came from the proceeds of the sale of common stock. In addition, the Company issued 50,000 shares of Series A Preferred Stock and Warrants to purchase 500,000 shares of Common Stock as partial consideration for the acquisition of certain properties. These securities were valued in the aggregate at $50,000. No shares of Series A Preferred Stock were issued in any prior periods.

~~Liberty~~To ~~Energy Corp. (f/k/a DMA Minerals Inc.~~date, ~~the~~our ~~“Company”)~~principal ~~was~~sources ~~incorporated on June 6, 2006 under the laws~~ of ~~the~~funds ~~State~~have ofbeen ~~Nevada.~~from ~~The~~sales ~~Company is currently an exploration stage company under the provisions~~ of ~~Accounting~~our ~~Standards~~common ~~Codification~~stock ~~(ASC) No. 915, Development Stage Entities. Since inception, the Company has produced almost no revenues~~ and ~~will~~other ~~continue to report as an exploration stage company until significant revenues are produced~~securities. ~~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~~PLAN ~~Company’s~~OF ~~success~~OPERATION ~~will~~AND ~~depend~~CASH in large part on its ability to obtain funds to explore, acquire and develop oil and gas interests within the United States. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact the Company’s ability to execute its business plan.REQUIREMENTS

~~NOTE~~Over 2the –next ~~GOING~~12-month ~~CONCERN~~period we intend to focus our efforts on our oil and gas acquisition program and aggressive exploration and appraisal programs on our leased properties. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock and issuance of convertible debt. In the foreseeable future, we intend to utilize our stock purchase agreement with Petro Fund 1 to raise additional funding, as well as private placements of equity and judicious debt incurrence. If we are unable to secure adequate capital to continue our oil and gas exploration and development business our shareholders will lose some or all of their investment and our business will likely fail.

~~The~~We ~~financial statements of the Company~~ have ~~been~~suffered ~~prepared~~recurring ~~assuming~~losses ~~that~~from ~~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~~continuation has no revenues or cash flow to meet operating expenses. The Company has incurred cumulative net losses since its inception and requires capital for its future operational activities. The Company's ability to raise additional capital through the future issuances of ~~common~~our ~~stock~~company is ~~unknown.~~dependent ~~The~~upon ~~obtainment~~our ofcompany ~~additional~~attaining ~~financing, the successful development of the Company’s plan of operations,~~ and ~~its~~maintaining ~~transition to~~ profitable operations isand ~~necessary~~raising ~~for~~additional ~~the Company to continue operations~~capital. 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~~The 3continuation -of ~~SUMMARY~~our OFbusiness ~~SIGNIFICANT~~is ~~ACCOUNTING~~dependent ~~POLICIES~~upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

~~Basis~~There ofare ~~Presentation~~no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are

~~The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).~~21

~~Recent~~not ~~Accounting~~able ~~Pronouncements~~to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations

~~Recently~~Over ~~issued~~the ~~accounting~~next ~~pronouncements~~twelve ~~will~~months ~~have~~we noexpect ~~significant~~to ~~impact~~expend onfunds ~~the~~as ~~Company and its reporting methods.~~ follows:

Use of Estimates


Estimated Net Expenditures During the Next Twelve Months
General, Administrative, and Corporate Expenses	$ 400,000
Operating Expenses	$ 600,000
Acquisitions & Exploration	$ 3,000,000
Development	$ 1,000,000
TOTAL	$ 5,000,000

~~The~~CONTRACTUAL 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.OBLIGATIONS

~~Net~~As ~~Loss~~a ~~per~~"smaller ~~Share~~reporting company", we are not required to provide tabular disclosure obligations.

~~Basic~~OFF-BALANCE ~~net~~SHEET 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.ARRANGEMENTS

28We have no off-balance sheet arrangements.

~~Oil~~SIGNIFICANT ~~and~~ACCOUNTING ~~Gas Properties~~POLICIES

~~The~~Our ~~Company~~Management’s ~~follows~~Discussion ~~the~~and ~~full-cost~~Analysis ~~method~~of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting ~~for~~principles ~~oil~~generally ~~and~~accepted ~~natural~~in ~~gas~~the ~~properties~~United States of America. ~~Under~~ ~~this~~The ~~method,~~preparation ~~all~~of ~~costs~~these ~~incurred~~financial instatements requires management to make estimates and assumptions that affect the ~~exploration,~~reported ~~acquisition~~amounts of assets and ~~development,~~liabilities ~~including~~at ~~that~~the ~~for~~date of the ~~unproductive~~financial ~~wells~~statements ~~are~~and ~~capitalized~~the inreported ~~separate~~amounts ~~cost~~of ~~centers~~revenues ~~for~~and ~~each~~expenses ~~country~~during the reporting period. ~~Such~~ ~~capitalized~~On ~~costs~~an ~~include~~on-going ~~contract~~basis, management evaluates its estimates and ~~concessions~~judgments, ~~acquisition~~including those related to revenue recognition, ~~geological~~accrued expenses, ~~geophysical~~financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other ~~exploration~~factors ~~work,~~that ~~drilling~~are believed to be reasonable under the circumstances, ~~completing~~the results of which form the basis for making judgments about the carrying value of assets and ~~equipping~~liabilities ~~oil~~that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and ~~gas~~liabilities ~~wells~~which are not readily apparent from other sources. In addition, ~~constructing~~our ~~production~~accounting ~~facilities~~policies are described at relevant sections in this discussion and ~~pipelines,~~analysis and ~~other~~in ~~related~~the ~~costs~~notes to the financial statements included in this Annual Report.

~~The~~Critical ~~capitalized~~Accounting ~~costs~~Policies of oil and gas properties in each cost center are amortized on a composite unit of production method based on future gross revenues from proved reserves. Sales or other dispositions of oil and gas properties are normally accounted for as adjustments of capitalized costs. A gain or loss is not recognized in income unless a significant portion of a cost center’s reserves is involved. Capitalized costs associated with acquisition and evaluation of unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to such properties or until the value of the properties is impaired. If the net capitalized costs of oil and gas properties in a cost center exceed an amount equal to the sum of the present value of estimated future net revenues from proved oil and gas reserves in the cost center and the lower of cost or fair value of properties not being amortized, both adjusted for income tax effects, such excess is charged to expense.

~~Capitalized~~The ~~costs~~discussion ~~associated~~and ~~with~~analysis ~~acquisition~~of our financial condition and ~~evaluation~~results of ~~unproved~~operations ~~properties~~ are ~~excluded~~based ~~from~~upon ~~amortization~~our ~~until~~financial itstatements, iswhich ~~determined~~have ~~whether~~been ~~proved~~prepared ~~reserves~~in ~~can~~accordance bewith ~~assigned~~the toaccounting ~~such~~principles ~~properties~~generally oraccepted ~~until~~in the ~~value~~United States of ~~the~~America ~~properties~~(“US ~~is impaired~~GAAP”). ~~Our~~Preparing ~~policy~~financial isstatements ~~consistent with ASC 932.~~

~~Revenue and Cost Recognition~~22

~~The~~requires ~~Company~~management ~~uses~~to ~~the~~make ~~sales~~estimates ~~method~~and ofassumptions ~~accounting~~that ~~for~~affect ~~natural~~the ~~gas~~reported ~~and~~amounts ~~oil~~of ~~revenues.~~assets, ~~Under~~liabilities, ~~this method~~revenue, ~~revenues~~and ~~are~~expenses. These ~~recognized~~estimates ~~based~~and onassumptions ~~the~~are ~~actual~~affected ~~volumes~~by ofmanagement’s ~~gas~~application ~~and~~of ~~oil~~accounting ~~sold~~policies. We tobelieve ~~purchasers.~~that ~~The~~understanding ~~volume~~the ~~sold~~basis ~~may~~and ~~differ~~nature ~~from~~of the ~~volumes~~estimates toand ~~which~~assumptions ~~the~~involved ~~Company~~with isthe ~~entitled~~following ~~based~~aspects onof our ~~interest~~financial instatements ~~the~~is ~~properties.~~critical ~~Costs~~to ~~associated~~an ~~with~~understanding ~~production~~of ~~are~~our ~~expensed~~financial ~~in the period incurred~~statements.

~~Income~~Use ~~Taxes~~of Estimates

The ~~Company~~preparation ~~accounts~~of ~~for~~financial ~~its~~statements ~~income taxes~~ in ~~accordance~~conformity with ~~ASC~~US ~~No.~~GAAP ~~740,~~requires ~~"Income~~management ~~Taxes".~~to ~~Under~~make ~~Statement~~estimates ~~740,~~and aassumptions ~~liability~~that ~~method~~affect isthe ~~used~~reported ~~whereby~~amounts ~~deferred~~of ~~tax~~ assets and liabilities ~~are~~and ~~determined~~disclosure ~~based~~of oncontingent ~~temporary~~assets ~~differences between basis used for financial reporting~~ and ~~income~~liabilities ~~tax reporting purposes. Income taxes are provided based on tax rates in effect~~ at the ~~time~~date ~~such~~of ~~temporary~~the ~~differences~~financial ~~are~~statements ~~expected~~and toreported ~~reverse.~~amounts Aof ~~valuation~~revenues ~~allowance~~and isexpenses ~~provided~~during ~~for certain deferred tax assets if it is more likely than not, that~~ the ~~Company~~reporting ~~will~~period. ~~not~~Actual ~~realize~~results ~~the~~could ~~tax~~differ ~~assets~~from ~~through~~those ~~future operations~~estimates.

~~The~~Net ~~Company’s~~Loss ~~federal~~per ~~tax~~Share returns for the years ended 2009 through 2012 are open to examination. At July 31, 2013, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. The Company accounts for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.

~~Fair~~Basic ~~Value~~net loss per share is computed using the weighted average number of ~~Financial~~common ~~Instruments~~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.

~~GAAP~~Oil 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~~Gas 3,Properties defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. The Company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. The Company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments.

29Our 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.

~~Reclassifications~~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.

~~Certain~~Capitalized ~~prior~~costs ~~period~~associated ~~amounts~~with ~~have~~acquisition ~~been~~and ~~reclassified~~evaluation toof ~~conform~~unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to ~~current~~such ~~period~~properties ~~presentation~~or until the value of the properties is impaired. No Our ~~reclassification~~policy ~~had~~is ~~any~~consistent ~~impact~~with onASC ~~the~~932 ~~Company’s~~“Extractive ~~previously~~Activities ~~reported~~– ~~net~~Oil ~~income~~and ~~(loss)~~Gas”.

~~NOTE~~Income 4Taxes ~~- UNEVALUATED OIL AND GAS PROPERTIES~~

~~Trius~~Our ~~Acquisition~~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

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). 23

~~The~~deferred ~~Anton~~tax ~~Lease~~assets ~~lapsed~~if onit ~~January~~is 9,more ~~2011.~~likely ~~The~~than ~~tract had 1 shut-in well and based on historical data~~not, ~~discussions with their operators and geologists the Company determined~~ that itour ~~would~~company will not berealize ~~cost effective to pursue~~ the ~~well,~~tax ~~therefore~~assets ~~the~~through ~~lease~~future ~~was allowed to lapse and $3,512 of leasehold cost were written off~~operations.

~~The~~Our ~~remaining~~company’s ~~leases~~federal ~~lapsed~~tax onreturns ~~July~~for ~~25,~~the ~~2012.~~years Itended ~~was~~2009 ~~determined~~through by2013 ~~the~~are ~~Company~~open ~~after~~to ~~discussions~~examination. ~~with~~At ~~their~~July ~~operators~~31, ~~geologists~~2014, ~~and~~our ~~based~~company onevaluated ~~historical~~our ~~data~~open ~~that~~tax ityears ~~would~~in ~~not~~all beknown ~~cost~~jurisdictions. ~~effective~~Based toon ~~pursue~~this evaluation, the ~~leases~~Company ~~and~~did ~~existing~~not ~~wells~~identify ~~therefore~~any ~~the~~uncertain ~~lease~~tax ~~was allowed to lapse~~positions. In ~~connection~~Our ~~with~~company ~~the~~accounts ~~lapse,~~for ~~$690,397~~interest ofand ~~leasehold~~penalties ~~cost~~relating ~~was~~to ~~written~~uncertain ~~off.~~tax ~~The~~positions ~~Company~~in ~~also accrued payables for $23,280 for~~ the ~~plugging~~current ~~and~~period ~~abandonment~~statement of ~~wells~~operations ~~associated~~as ~~with these properties which are recorded under accounts payable~~necessary.

~~Bulgaria~~Fair Value of Financial Instruments

OnUS ~~September~~GAAP ~~22,~~establishes ~~2009,~~a ~~the~~fair ~~Company~~value ~~entered~~hierarchy ~~into~~which ahas ~~purchase~~three ~~and~~levels ~~sales~~based ~~agreement~~on ~~with~~the ~~William~~reliability Cof the inputs to determine the fair value. ~~Athens,~~These oflevels ~~Tulsa~~include: Level 1, ~~Oklahoma.~~defined ~~The~~as ~~Company~~inputs ~~agreed~~such toas ~~acquire~~unadjusted aquoted ~~total~~prices ofin ~~1/16th~~active ofmarkets 1%for ofidentical ~~8/8ths~~assets ~~ORRI~~or ~~(overriding~~liabilities; ~~royalty~~Level ~~interest)~~2, indefined ~~the~~as ~~A-Lovech~~inputs ~~exploration~~other ~~block~~than quoted prices in ~~Bulgaria~~active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for ause ~~total~~when ~~price~~little or no market data exists, therefore requiring an entity to develop its own assumptions. Our company’s financial instruments consist primarily of ~~$400~~cash and cash equivalents,~~000~~ accounts receivables and payables, accrued liabilities and notes payable. The ~~payments~~carrying ~~and~~values ~~assignments~~of these financial instruments approximate their respective fair values as they are ~~payable~~either short-term in ~~four~~nature ~~separate~~or ~~$100,000~~carry ~~closings~~interest torates ~~take~~that ~~place~~approximate ~~approximately~~market 30rates. ~~days~~Our ~~apart~~company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. Our company’s derivative liabilities recognized since August 1, ~~from~~2012 ~~the~~were ~~date~~considered ofLevel ~~execution~~3 offinancial ~~the~~instruments. ~~agreement~~There were no derivatives at July 31, 2014.

~~Mr.~~Recently ~~Athens~~adopted ~~passed away between the date the contract was executed~~ and ~~full payment was made, completion of the contract was delayed~~ pending ~~notification~~accounting from his estate. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between Liberty Energy Corp. and William C. Athens. Under the terms of the agreement Liberty Energy Corp. retained the 1/64th of the 1% interest in the A-Lovech exploration block, which is recorded in our financial statements as part of oil and gas properties with a value of $100,000.pronouncements

~~Langold~~From ~~Acquisition~~time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

OnIn ~~February~~June 222014, ~~2012~~the FASB issued ASU No. 2014-10, "Development Stage Entities" (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update removed the ~~Company~~definition ~~entered~~of ~~into~~a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and ~~closed~~other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) ~~year~~disclose ~~lease~~a ~~assignment~~description ~~agreement~~of ~~with~~the ~~Langold~~development ~~Enterprises~~stage ~~Limited~~activities in which the entity is engaged, and (an4) disclose in the first year in which the entity ~~with~~is ~~some~~no ~~cross~~longer ~~ownership~~in a development stage that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and ~~common~~Uncertainties, ~~principal~~is ~~manager~~applicable ofto ~~Asia-Pacific~~entities that have not commenced planned principal operations. Finally, the ~~Company’s~~amendments ~~primary~~remove ~~source~~paragraph of810-10-15-16. ~~capital~~Paragraph to810-10-15-16 ~~date~~states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) ~~pertaining~~ to ~~certain~~be ~~interests~~a variable interest entity if (1) the entity can demonstrate that the equity invested in ~~oil~~the ~~and~~legal ~~gas~~entity ~~properties~~is sufficient to permit it to finance the activities that it is currently engaged in ~~Bastrop,~~and ~~Caldwell~~(2) the entity’s governing documents and ~~Eastland~~contractual ~~Counties,~~arrangements ~~Texas~~allow additional equity investments. The ~~interests~~amendments ~~which~~in ~~were~~this ~~assigned~~Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the ~~Company~~basis ~~are~~of ~~three~~the ~~year~~amount ~~leases~~of investment equity that is at risk. The amendments to ~~the~~eliminate ~~following~~that ~~properties:~~

A 100% working interest in 2 separate properties equaling approximately 300 acres of exploration property located in Bastrop County, Texas. A 100% working interest in 5 separate properties equaling approximately 622 acres of exploration property located in Caldwell County, TX. A 100% working interest in an approximately 5 acre oil and gas property called the Dillon Hall property located in the Gerron Hinds League in Caldwell County, Texas. The Dillon Hall property is not currently producing, and though it holds an existing well, that well requires a work-over to be put back into production. A 100% working interest in a property equaling approximately 112 acres of exploration property located in Eastland County, TX.24

Inexception ~~consideration~~simplify ~~for~~GAAP by reducing avoidable complexity in existing accounting literature and improve the ~~above~~relevance ~~leases~~of information provided to financial statement users by requiring the ~~Company~~application ~~issued~~of ~~24,155,435~~the ~~restricted~~same ~~shares~~consolidation guidance by all reporting entities. The elimination of ~~our~~the ~~common~~exception ~~stock~~may tochange ~~Langold~~the consolidation analysis, consolidation decision, and disclosure requirements for a ~~non-US~~reporting ~~shareholder~~entity that has an interest in an entity in the development stage. The ~~restricted~~amendments ~~shares~~related ~~were~~to ~~valued~~the ~~equal~~elimination of inception-to-date information and the ~~volume~~other ~~weighted~~remaining ~~average~~disclosure requirements of ~~the~~Topic ~~closing~~915 ~~price~~should (be applied retrospectively except for the ~~“VWAP”)~~clarification ofto ~~Common~~Topic ~~Stock~~275, which shall be applied prospectively. For public business entities, those amendments are effective for ~~the~~annual ~~ten~~reporting ~~(10)~~periods ~~Banking~~beginning ~~Days~~after ~~immediately~~December ~~preceding~~15, ~~the~~2014, ~~execution~~and interim periods therein. Early application of each of the ~~assignment,~~amendments asis ~~quoted~~permitted onfor ~~Google~~any ~~Finance~~annual reporting period or ~~other~~interim ~~sources~~period offor ~~stock~~which ~~quotes~~the asentity’s ~~agreed~~financial tostatements byhave ~~the~~not ~~parties~~yet been issued (public business entities) or made available for issuance (other entities). ~~The~~Upon ~~original~~adoption, ~~value~~entities ~~assigned~~will ~~these~~no ~~shares~~longer ~~and~~present ~~the~~or ~~leaseholds~~disclose ~~was~~any $3information required by Topic 915.3 ~~million~~The Company adopted ASU No. It2014-10 effective July 31, 2014.

30ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~was~~As ~~determined~~a ~~that~~“smaller ~~due~~reporting ~~to the relationship between Langold and Asia-Pacific~~company”, ~~this~~we ~~transaction~~are ~~was~~ not ~~arms~~required ~~length~~to ~~but~~provide ~~rather was related party. The Company corrected~~ the ~~error~~information ~~and~~required ~~the shares issued and the leasehold costs recorded were valued at the price paid~~ by ~~Langold~~this ~~on their original 3 year lease acquisition from the land owners~~Item. 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 July 31, 2013 and 2012.

~~NOTE~~ITEM 58. -FINANCIAL ~~COMMITMENTS~~STATEMENTS AND ~~CONTINGENCIES~~SUPPLEMENTARY DATA

~~The~~INDEX ~~Company~~TO ~~may~~AUDITED ~~from~~FINANCIAL ~~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 July 31, 2013.~~STATEMENTS

~~NOTE~~JULY 631, ~~– RELATED PARTY TRANSACTIONS~~2014

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



Report of Independent Registered Public Accounting Firm	26

Balance Sheets as of July 31, 2014 and July 31, 2013	27

Statements of Operations for the Years Ended July 31, 2014 and 2013	28

Statement of Changes in Shareholders’ Equity (Deficit) for the Years Ended July 31, 2014 and 2013	29

Statements of Cash Flows for the Years Ended July 31, 2014 and 2013	30

Notes to the Financial Statements	31

On February 22, 2012, the Company entered into and closed a 3-year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital to date) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas, which the Company recorded at the value of the stock and cash contributed, $263,932.25

~~Effective~~REPORT ~~March~~OF ~~27,~~INDEPENDENT ~~2013,~~REGISTERED ~~James~~PUBLIC ~~William~~ACCOUNTING ~~Anderson resigned as a member of our Company’s board of directors.~~FIRM

AtTo ~~April 30, 2013,~~ the ~~Company~~Board ~~owed $24,300 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 related to services provided.~~Directors

OnLiberty ~~July~~Energy 31, 2013, the day of their resignation the Company issued 2,000,000 shares of common stock to Miles Bender, the former Chief Executive Officer, and William Jones, the former Chief Operating Officer, which is valued at $110,000, per its agreement with the two of them when they were hiredCorp.

~~NOTE~~Houston, ~~7 – CONVERTIBLE NOTES PAYABLE~~Texas

~~The~~We ~~May~~have 23audited the accompanying balance sheets of Liberty Energy Corp. (the “Company") as of July 31, ~~2012~~2014 ~~Convertible~~and ~~Note~~2013, and the related statements of operations, changes in shareholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

OnWe ~~May~~conducted ~~23,~~our ~~2012,~~audits ~~the~~in ~~Company~~accordance ~~entered~~with ~~into~~standards aof ~~Securities~~the ~~Purchase~~Public ~~Agreement~~Company ~~with~~Accounting ~~Asher~~Oversight ~~Enterprises~~Board ~~Inc.~~ (~~“Asher”~~United States). ~~Pursuant~~Those tostandards ~~the~~require ~~Agreement,~~that ~~Asher~~we ~~purchased~~plan anand 8%perform ~~convertible note (~~the ~~“May~~audit ~~Note”)~~to inobtain ~~the~~reasonable ~~aggregate~~assurance ~~principal~~about ~~amount~~whether ofthe ~~$42,500~~financial ~~due~~statements onare ~~February~~free ~~25,~~of ~~2013~~material misstatement. ~~$40,000~~The ~~was~~Company ~~funded~~is tonot ~~the~~required ~~Company~~to ~~with~~have, ~~the~~nor ~~remaining~~were ~~$2,500~~we ~~recorded~~engaged asto ~~interest~~perform, ~~expense~~an ~~for~~audit ~~financing~~of ~~costs~~its ~~charged~~internal bycontrol ~~Asher’s~~over ~~legal~~financial ~~counsel~~reporting. ~~This~~Our ~~convertible~~audits ~~note~~included ~~together~~consideration ~~with~~of ~~any~~internal ~~unpaid~~controls ~~accrued~~over ~~interest~~financial isreporting ~~convertible~~as ~~into~~a ~~shares~~basis offor ~~common~~designing ~~stock~~audit atprocedures ~~the~~that ~~holder’s~~are ~~option~~appropriate ~~180~~in ~~days~~the ~~from~~circumstances, ~~inception~~but atnot afor ~~variable~~the ~~conversion~~purpose ~~price calculated as 58%~~ of ~~the~~expressing ~~market~~an ~~price~~opinion ~~which~~on ~~means~~ the ~~average~~effectiveness of the ~~lowest~~Company's ~~three~~internal ~~trading~~controls ~~prices~~over ~~during~~financial ~~the~~reporting. ~~ten~~Accordingly, ~~trading~~we ~~day~~express ~~period~~no ~~ending~~such onopinion. ~~the~~An ~~latest~~audit ~~complete~~includes ~~trading~~examining, ~~day~~on ~~prior~~a totest ~~the~~basis, ~~conversion~~evidence ~~date~~supporting ~~with~~the noamounts ~~floor~~and ~~stated~~disclosures in the ~~conversion~~financial ~~feature~~statements. ~~The~~An ~~convertible~~audit ~~note,~~also ~~issued~~includes onassessing ~~May~~the ~~23,~~accounting ~~2012,~~principles isused ~~due~~and onsignificant ~~February~~estimates 25made by management, ~~2013~~as atwell anas ~~interest~~evaluating ~~rate~~the ofoverall 8%financial ~~per~~statement ~~annum~~presentation. OnWe ~~November~~believe ~~19,~~that ~~2012,~~our ~~the~~audits ~~note~~provide ~~had~~a ~~not~~reasonable ~~been~~basis ~~repaid and became eligible~~ for ~~treatment~~our ~~as a derivative~~opinion.

OnIn ~~November~~our 19opinion, ~~2012,~~the ~~pursuant~~financial tostatements ~~ASC~~referred ~~815,~~to ~~“Derivatives~~above ~~and~~present ~~Hedging~~fairly,” ~~the~~in ~~Company~~all ~~recognized~~material respects, the ~~fair~~financial ~~value~~position of ~~the~~Liberty ~~embedded~~Energy ~~conversion~~Corp. ~~feature~~as of ~~$60~~July 31,~~284~~ as2014 aand ~~derivative~~2013 ~~liability~~ and ~~a loss on~~ the ~~derivative~~results ~~liability~~ of ~~$17,784.~~its ~~The~~operations ~~initial~~and ~~fair~~its ~~value~~cash offlows ~~the~~for ~~derivative liability was determined using~~ the ~~Black~~years ~~Scholes~~then ~~option~~ended ~~pricing~~in ~~model~~conformity with aaccounting ~~quoted~~principles ~~market~~generally ~~price~~accepted ofin ~~$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~~United ~~loan~~States ~~was $42,500, all~~ of ~~which had been fully accreted by July 31, 2013~~America.

31The Company has not presented supplemental information on oil and gas exploration, development and production activities that accounting principles generally accepted in the United States has determined is necessary to supplement, although not required to be part of, the basic financial statements.

~~During the 2nd Quarter of 2013, Asher converted $42,500 of note payable along with the interest of $1,700.~~ The ~~fair~~accompanying ~~value~~financial ofstatements ~~the~~have ~~derivative~~been ~~liability~~prepared ~~was~~assuming ~~determined~~that ~~using~~ the ~~Black-Scholes~~Company ~~option~~will ~~pricing~~continue ~~model~~as ~~with~~ a ~~quoted~~going ~~market price of $0~~concern.~~020-$0.040,~~ aAs ~~conversion~~discussed ~~price~~in ofNote ~~$0.0115-$0.0179~~2, ~~expected~~the ~~volatility~~Company ofhas ~~141.25%-289.31%,~~incurred ~~no expected dividends~~losses, anhas ~~expected~~had ~~term~~negative ofoperating ~~0.13-0.23~~cash ~~years~~flows and aminimal ~~risk-free interest rate of 0~~revenues.~~12%-0.18%.~~ OnThese ~~December~~conditions 3,raise ~~2012,~~substantial ~~Asher~~doubt ~~converted~~as ~~$15,000~~to ofthe ~~May Note principal into 842,697 shares of common stock. The~~ Company's ~~revalued~~ability ~~the~~to ~~derivative~~continue ~~liability~~ as ~~of that date and recorded~~ a ~~gain~~going ~~of $5,230~~concern. OnManagement's ~~December~~plans ~~11,~~in ~~2012,~~regard ~~Asher~~to ~~converted~~these ~~$12,000~~matters ofare ~~May~~also ~~Note~~described ~~principal~~in ~~into~~Note ~~800,000 shares of common stock~~2. The ~~Company~~financial ~~revalued~~statements ~~the~~do ~~derivative~~not ~~liability~~include asany ofadjustments that ~~date~~might ~~and~~result ~~recorded~~from ~~a gain of $11,973. On January 7, 2013, Asher converted~~ the ~~remaining~~outcome ~~$15,500~~ of ~~principal~~this ~~and $1,700 accrued interest on the May Note into 1,977,011 shares of common stock~~uncertainty. ~~The Company recorded a loss of $3,739 on the final conversion of the derivative liability.~~

In/s/ ~~aggregate,~~McConnell ~~the~~& ~~Company recorded a total loss of $4~~Jones,~~320~~ ~~on the conversion of the May note payable to Asher which is included as part of Loss on Derivative in the accompanying statement of operations for the year ended July 31, 2013.~~ LLP

~~The July 12~~Houston, ~~2012 Convertible Note~~Texas

On July 12, 2012, the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher purchased an 8% convertible note (“The July Note”) in the aggregate principal amount of $32,500. $30,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on July 12, 2012, is due on April 169, ~~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.~~ 2015

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, 2013.26

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%.


LIBERTY ENERGY CORP.
Balance Sheets


		July 31,		July 31,
		2014		2013
Current Assets
Cash	$	59	$	1,894
Other Current Assets		2,700		-
Total Current Assets		2,759		1,894

Oil and Gas Properties, full cost method		535,201		363,939
Accumulated Depletion, Depreciation and Amortization		(10,391)		-
Net Oil and Gas Properties		524,810		363,939

Total Assets	$	527,569	$	365,833

Current Liabilities
Accounts Payable	$	153,601	$	87,928
Notes Payable		61,934		32,500
Notes Payable – Related Party		36,300		-
Current Portion Due - Long Term Notes Payable		20,318		-
Accrued Interest		5,019		25,564
Accounts Payable – Related Party		170,550		114,300
Total Current Liabilities		447,722		260,292

Long Term Liabilities
Notes Payable		286,358		-
Asset Retirement Obligations		109,495		-
Total Long Term Liabilities		395,853		-

Total Liabilities		843,575		260,292

Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 160,000,000 shares
authorized; 103,190,255 and 98,243,130 shares issued and
outstanding as of July 31, 2014 and July 31, 2013, respectively		103,190		98,243
Preferred Shares, $.001 par value, 10,000,000 shares
authorized; 50,000 and 0 shares issued
and outstanding as of July 31, 2014 and
July 31, 2013, respectively		50		-
Additional Paid In Capital – Common Shares		2,091,632		1,926,015
Additional Paid In Capital – Series A Preferred		44,589		-
Additional Paid In Capital – Warrants to Class A Preferred		5,361		-
Total Additional Paid In Capital		2,141,582		1,926,015
Accumulated Deficit		(2,560,828)		(1,918,717)
Total Stockholders' Equity (Deficit)		(316,006)		105,541

Total Liabilities & Stockholders' Equity (Deficit)	$	527,569	$	365,833

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

In aggregate, the Company recorded a total loss of $24,654 on the conversion of the July notes payable to Asher which is included as part of Loss on Derivative in the accompanying statement of operations for the year ended July 31, 2013. 27

The November 19, 2012 Convertible Note


LIBERTY ENERGY CORP.
Statements of Operations


				Year		Year
				Ended		Ended
				July 31,		July 31,
				2014		2013
	Revenues
		Oil and Gas Sales	$	10,593	$	-
	Total Revenues			10,593	$	-

	Operating Costs
		Impairment Expense		363,939		-
		Accretion Expense		5,585		-
		Depreciation		10,391		-
		Other Operating Costs		7,564		10,814
	Total Operating Expense			(387,479)		(10,814)
	Operating Loss			(376,886)		(10,814)

	General & Administrative Expenses
		Professional Fees		84,410		40,827
		General & Administrative		179,426		296,271
	Total General & Administrative Expenses			(263,836)		(337,098)

	Other Income/(Expense)
		Gain on Baylor County Leases		10,355		-
		Interest expense		(11,744)		(122,614)
		Loss on derivative liability		-		(28,974)
		Total Other Income/(Expense)		(1,389)		(151,588)
	Net loss		$	(642,111)	$	(499,500)

	Net Loss per share
		Basic earnings per share	$	(0.01)	$	(0.01)

	Weighted average number of
	common shares outstanding			99,992,617		92,745,896

OnThe ~~November~~accompanying ~~19,~~notes ~~2012,~~are ~~the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher Enterprises has agreed to purchase~~ an 8%integral ~~convertible~~part ~~note (the “November Note”) in the aggregate principal amount~~ of ~~$27,500,~~these ~~$25,000~~audited ~~was~~financial ~~funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel~~statements. 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

3228

convertible note, issued on November 19, 2012, is due on August 21, 2013 at an interest rate of 8% per annum. The Company paid the debt in full in May 2013 before the completion of 180 days from the date of funding.


LIBERTY ENERGY CORP Statement of Changes in Shareholders’ Equity (Deficit)
	Common Stock	Common Stock Amount	Class A Preferred	Class A Preferred Amount	Additional Paid-in Capital	Accumulated Deficit	Total

Balance, July 31, 2012	88,528,470	$88,528			$1,598,661	$(1,419,217)	$267,972

Shares issued for advisory board services	25,000	25			1,475		1,500
Shares issued for advisory board services	25,000	25			975		1,000
Converted debt	7,665,860	7,666			88,480		96,146
Derivative related to convertible debt					85,424		85,424
Stock to be issued to Petro Fund 1					43,000		43,000
Net Loss, July 31, 2013						(499,500)	(499,500)
Balance, July 31, 2013	96,244,330	96,244			1,818,015	(1,918,717)	(4,458)

Asher Conversion to Common Stock	898,204	898			14,102		15,000
Shares Issued for Advances from Petro Fund 1	548,921	548			73,069		73,617
Shares issued for Officer Compensation	5,500,000	5,500			174,500		180,000
To reduce the accrued interest recorded on 7/31/13 related to discount on the shares issued					11,946		11,946
Class A Shares Issued to Dai Brooks as part of purchase of Baylor County Leases			50,000	50	49,950		50,000

Net Loss, July 31, 2014						(642,111)	(642,111)
Balance, July 31, 2014	103,191,455	$103,190	50,000	$50	$2,141,582	$(2,560,828)	$(316,006)

The ~~April~~accompanying ~~10,~~notes ~~2013~~are ~~Convertible~~an ~~Note~~integral part of these audited financial statements.

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. 29

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.


LIBERTY ENERGY CORP.
Statements of Cash Flows

		Year		Year
		Ended		Ended
		Jul-31		Jul-31
		2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(642,111)	$	(499,500)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Impairment Expense		363,939		-
ARO Depreciation		10,391		-
ARO Accretion		5,585		-
Loss on derivative liability		-		28,974
Amortization of debt discount & financing		-		75,000
Stock Issued for Services		66,500		-
Stock Compensation		3,500		112,500
Amortization of deferred financing costs		-		5,000
Changes in operating assets and liabilities:
Utilities Deposit		(2,700)		-
Accounts Payable and accrued liabilities		150,561		170,540
*Net cash used in operating activities*		(44,335)		(107,486)
CASH FLOWS FROM INVESTING ACTIVITIES
Addition of Oil and Gas Properties		-		-
*Net cash provided by (used in) investing activities*		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		42,500		43,000
Repayment of loan payable		-		(27,500)
Proceeds from notes loan payable		-		55,000
*Net cash provided by financing activities*		42,500		70,500
*Net increase (decrease) in cash*		(1,835)		(36,986)
*Cash at beginning of period*		1,894		38,880
*Cash at end of period*	$	59	$	1,894

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest Expense Paid	$	16,429	$	14,835
Income Taxes	$	-	$	-
Non Cash Activity
Lease Acquired through issuance of notes payable	$	381,292		-
Lease acquired through issuance of common stock		50,000		-
ARO Assets		103,910		-
Write-off of Discount on Oil and Gas Properties		-		103,750
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 July 11,2012 and interest of $1,300		-		28,800
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 audited financial statements.

~~On October 16, 2013, Asher converted $15,000 of April Note principal into 898,204 shares of common stock.~~ 30

OnLIBERTY ~~October~~ENERGY ~~28,~~CORP. ~~2013,~~Notes ~~the~~to ~~Company~~Financial ~~settled the note in full for $31,118, which included all accrued interest and prepayment penalties.~~ Statements

NOTE 81 – ~~STOCK~~ORGANIZATION AND ~~WARRANT~~DESCRIPTION ~~TRANSACTIONS~~OF BUSINESS

OnLiberty ~~July~~Energy ~~19,~~Corp. ~~2010, the Company entered into~~ (f/k/a ~~stock~~DMA ~~and~~Minerals ~~warrant purchase agreement with Asia-Pacific Capital Ltd~~Inc. ~~Pursuant to which the investor agreed to lend up to $4~~,~~000,000~~ to the “Company”) inwas ~~multiple~~incorporated ~~installments~~on inJune ~~exchange for units of the Company at unit price. The unit price means a price equal to the higher of either $0.50~~6, or2006 ~~90%~~under of the ~~volume-weighted~~laws ~~average~~ of the ~~closing~~State ~~price~~ of ~~common~~Nevada. ~~stock~~Since inception, ~~for~~ the ~~five days immediately preceding the date of receipt of notice from the~~ Company ~~for~~has ~~the~~produced ~~advance~~only ofnominal ~~funds from Asia-Pacific Capital Ltd~~revenues. ~~Each~~The ~~unit~~Company’s ~~shall~~principal ~~consist~~activity ofis ~~one share (restricted) of~~ the ~~common~~exploration ~~stock~~and development of ~~the~~oil ~~Company~~ and ~~one~~gas ~~and a half share purchase warrant~~properties. ~~Each~~Properties ~~warrant~~are ~~shall~~located ~~entitle~~in ~~Asia-Pacific Capital Ltd. to purchase one additional share of common stock, at an exercise price equal to 125% of~~ the ~~unit~~United ~~price~~States ~~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~~America.

OnThe ~~March~~Company’s 8,success ~~2011,~~will ~~the~~depend ~~Company~~in ~~entered~~large ~~into~~part aon ~~letter~~its ~~agreement~~ability to ~~amend~~obtain ~~the~~funds ~~share~~to ~~issuance~~explore, ~~agreement~~acquire ~~entered~~and ~~into~~develop ~~with~~oil ~~Asia-Pacific~~and ~~Capital~~gas ~~Ltd.~~interests onwithin ~~July~~the ~~19,~~United ~~2010~~States. ~~Pursuant~~There tocan ~~the~~be ~~terms~~no ofassurance ~~the~~that ~~share~~oil ~~issuance~~and ~~agreement~~gas ~~Asia-Pacific~~properties ~~agreed~~obtained toby ~~advance~~the ~~$4,000,000~~Company towill ~~the~~contain ~~Company.~~reserves Asor ofthat ~~July~~properties ~~31,~~with ~~2012~~reserves ~~the~~will ~~Company~~be ~~has~~profitable ~~issued~~to aextract. ~~total~~The ofCompany ~~3,871,835~~will ~~shares~~be subject to ~~Asia-Pacific~~local ~~for~~and anational ~~total~~laws ~~cash~~and ~~amount~~regulations ofwhich ~~$1,055,000~~could ~~under~~impact the ~~terms~~Company’s ofability ~~the~~to ~~above~~execute ~~mentioned~~its ~~agreement~~business plan.

OnNOTE ~~September~~2 ~~27,~~– ~~2011~~GOING ~~the~~CONCERN ~~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.~~

OnThe ~~November~~financial ~~23,~~statements ~~2011,~~of the Company ~~amended~~have ~~the~~been ~~share~~prepared ~~issuance~~assuming ~~agreement~~that tofuture ~~modify~~issuances of the ~~share~~Company’s ~~issuance~~equity ~~agreement~~or ~~originally~~debt ~~entered~~securities ~~into~~will ~~with~~be ~~Asia-Pacific~~required ~~Capital~~in ~~Ltd.~~order onfor ~~July~~the ~~19,~~Company ~~2010.~~to ~~The~~continue ~~parties~~to ~~have~~finance ~~agreed~~its tooperations ~~amend~~and ~~the~~continue ~~pricing~~as ~~mechanisms~~a ~~(the~~going ~~“Unit~~concern. ~~Price”)~~The ~~within~~Company ~~the~~has ~~original~~no ~~agreement.~~revenues ~~The~~or ~~definition~~cash offlow ~~the~~to ~~Unit~~meet ~~Price~~operating inexpenses. ofThe ~~the~~Company ~~original~~has ~~agreement~~incurred iscumulative ~~deleted~~net ~~and~~losses ~~replaced~~since ~~with “Unit~~its ~~Price~~inception ~~means~~and arequires ~~price~~capital ~~equal~~for ~~95%~~its offuture ~~the~~operational ~~volume~~activities. ~~weighted~~The ~~average~~Company's ofability ~~the~~to ~~closing~~raise ~~price~~additional (capital through the ~~“VWAP”)~~future issuances of ~~Common~~common ~~Stock~~stock ~~for~~is ~~the~~unknown. ~~ten~~The ~~(10)~~obtainment ~~Banking~~of ~~Days~~additional ~~immediately~~financing, ~~preceding~~ the ~~date~~successful development of the ~~Notice~~Company’s plan of operations, asand ~~quoted~~its ontransition ~~Google~~to ~~Finance~~profitable oroperations ~~other~~is ~~source~~necessary offor ~~stock~~the ~~quotes~~Company asto ~~agreed~~continue operations. The ability to bysuccessfully resolve these factors raise substantial doubt about the ~~parties,~~Company's ~~but~~ability atto nocontinue ~~time~~as ~~less~~a ~~than~~going $0concern.05 ~~per~~The ~~share”.~~financial ~~Excluding~~statements of the ~~modifications~~Company todo ~~the~~not ~~Unit~~include ~~Price,~~any ~~the~~adjustments ~~original~~that ~~agreement~~may ~~remains~~result infrom ~~full~~the ~~force~~outcome ~~and~~of ~~effect~~these aforementioned uncertainties.

OnNOTE ~~February~~3 ~~22, 2012, the Company entered into and closed a lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia~~-~~Pacific,~~ ~~the~~SUMMARY ~~Company’s~~OF ~~primary~~SIGNIFICANT ~~source~~ACCOUNTING ~~of capital to date) pertaining to certain interests in oil and gas properties in~~ POLICIES

33Basis of Presentation

~~Bastrop,~~The ~~Caldwell~~financial ~~and~~statements ~~Eastland~~of ~~Counties, Texas. In consideration for~~ the ~~above leases the~~ Company ~~issued~~have ~~24,155,435~~been ~~restricted~~prepared ~~shares~~in ofaccordance ~~its~~with ~~common~~generally ~~stock~~accepted toaccounting ~~Langold,~~principles ain ~~non-US shareholder. The restricted shares were valued equal~~ the ~~volume~~United ~~weighted~~States ~~average~~ of ~~the~~America ~~closing price~~ (~~the~~ “~~VWAP~~GAAP”) ~~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~~.

OnRecent ~~March~~Accounting ~~21, 2012 the Company issued a total of 401,035 shares of common stock to a Asia-Pacific for cash in the amount of $0.12 per share for a total of $50,000.~~Pronouncements

OnFrom ~~May~~time 22to time, ~~2012~~new ~~the~~accounting ~~Company~~pronouncements ~~received~~are anissued ~~advance~~by ~~from~~the toFinancial ~~Asia-Pacific~~Accounting ~~Capital~~Standards ~~Ltd.~~Board ofor ~~$35,000.~~other ~~However,~~standard ~~the~~setting ~~company~~bodies ~~has~~that ~~not~~may ~~received~~have ~~the~~an ~~funds~~impact ason of the ~~report~~Company’s ~~date~~accounting and reporting. The Company ~~issued~~believes ~~382,404~~that ~~units~~such ~~consisting~~recently ofissued ~~(i)~~accounting ~~one~~pronouncements ~~share of the Company’s common stock~~ and ~~(ii)~~other ~~one~~authoritative ~~and~~guidance afor ~~half~~which ~~share~~the ~~purchase~~effective ~~warrant~~date ~~that~~is ~~entitles~~in the ~~Asia-Pacific~~future ~~Capital~~either ~~Ltd.~~will tonot ~~purchase~~have ~~one~~an ~~additional~~impact ~~share~~on ofits ~~common~~accounting ~~stock~~or ~~exercisable~~reporting ator ~~125%~~that ofsuch ~~the~~impact ~~unit~~will ~~per~~not ~~share~~be ~~expiring~~material ~~three~~to ~~(3)~~its ~~years~~financial ~~from~~position, ~~the~~results ~~date~~of ~~such~~operations, ~~warrant~~and iscash ~~issued~~flows when implemented.

AsIn ofMay ~~July 31~~2014, ~~2012~~FASB ~~and~~issued asAccounting ~~part~~Standard ofUpdate ~~the~~(ASU) ~~agreement with its primary investor, Asia~~2014-~~Pacific~~09 ~~Capital~~– ~~Ltd.,~~Revenue ~~the~~from ~~Company~~Contracts ~~issued~~with ~~5,807,752~~Customers ~~warrants~~(Topic) 606.This ~~The~~Statement ~~warrants~~is ~~issued~~a ~~have~~joint ancollaborative ~~exercise~~effort ~~price~~between ofFASB ~~$1.25~~ and ~~are fully vested at~~ the ~~date~~International ofAccounting ~~grant.~~Standard ~~The~~Board ~~warrants~~(IASB) ~~have~~to aimprove ~~term of three years~~ and ~~have~~standardized anrevenue ~~average~~recognition ~~remaining~~across ~~contractual~~industries ~~life~~or ~~of 0~~transactions.~~839~~ ~~years~~Previous asrevenue ofrecognition ~~July~~guidance ~~31,~~in ~~2012.~~GAAP Ascomprised ~~these~~broad ~~warrants~~revenue ~~are~~concepts sotogether ~~far~~with ~~out~~numerous ofrequirements ~~the~~for ~~money~~particular noindustries ~~value~~or ~~was~~transactions, ~~allocated~~which tosometimes ~~them.~~resulted Asin ofdifferent ~~July~~accounting ~~31,~~for ~~2013~~economically ~~no warrants had been exercised.~~

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. 31

~~The~~similar ~~Company~~transactions. ~~agreed~~Accordingly, toFASB ~~issue~~and ~~Petro~~IASB ~~Fund~~developed ~~548,921~~a ~~shares~~common ofrevenue ~~common~~standard ~~stock~~that would: (a) remove inconsistencies and weaknesses in revenue requirements (b) provide a more robust framework for ~~$43,000~~addressing ~~cash~~revenue onissues ~~May~~(c) 23improve comparability of revenue recognition practices across entities, ~~2013~~industries, jurisdictions, and capital markets; (d) provide useful information to users of financial statements through improved disclosure requirements (e) simplify the preparation of financial statement by reducing the number of requirements to which an entity must refer. The ~~Company~~core ~~received~~principle underlying the ~~cash~~provisions onof ~~May~~the ~~24,~~Statement ~~2013,~~is ~~but~~that ~~had~~an ~~not~~entity ~~issued~~should ~~those~~recognize ~~shares~~revenue asto depict the transfer of ~~November~~promised ~~19,~~goods ~~2013~~or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve the core principle, an entity should apply the following five steps:

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~~Identify 9the –contract(s) ~~INCOME~~with ~~TAXES~~a customer

As of July 31, 2013, the Company had federal net operating loss carryforwards of approximately $2,000,000, which can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through 2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.-

AIdentify ~~summary of~~ the ~~Company’s~~performance ~~deferred~~obligations ~~tax~~in ~~assets~~the ~~as of July 31, 2013 are approximately as follows:~~contract

Federal net operating loss (@ 34%)	$	650,000
Less: valuation allowance		(650,000)
Net deferred tax asset	$	---

34Determine the transaction price

~~NOTE 10 – SUBSEQUENT EVENTS~~-

OnAllocate ~~October 16, 2013, Asher converted $15,000 of~~ the ~~$32,500~~transaction ~~owing~~price onto the ~~April~~performance ~~Note~~obligations ~~principal~~in ~~into 898,204 shares of free trading common stock per their rights under~~ the ~~agreement.~~ contract

~~On October 28, 2013, the Company settled the April Note in full for $31,118, which included all accrued interest.~~-

~~Per~~Recognize ~~the~~revenue ~~Company’s~~when ~~April 11, 2013 agreement with Petro Fund 1~~ (~~See~~or ~~Note 8.~~as), the ~~Company~~entity ~~agreed~~satisfies toa ~~issue~~performance ~~Petro Fund 548,921 shares of common stock for $43,000 cash on May 23, 2013. The Company received cash on May 24, 2013, but had not issued those shares as of November 19, 2013.~~obligation

~~Effective~~The ~~July~~provisions ~~31,~~of ~~2013~~this ~~the~~Statement ~~Company~~are ~~appointed~~effective ~~Mr.~~for ~~Arthur~~annual ~~("Terry")~~reporting ~~Roy~~periods asbeginning ~~Chief~~after ~~Executive~~December ~~Officer~~15, ~~President~~2017. Management is evaluating the impact, ~~Secretary~~if ~~and~~any, ~~Chairman~~upon ofits ~~the~~financial ~~Board~~position, results of ~~Directors.~~operations or cash flow upon adoption.

~~Effective~~In ~~July~~June 312014, ~~2013,~~the MrFASB issued ASU No. ~~Dennis~~2014-10, ~~Irwin~~Development ~~resigned~~Stage asEntities ~~Chief~~(Topic 915): Elimination of Certain Financial ~~Officer~~Reporting Requirements, ~~Secretary~~Including an Amendment to Variable Interest Entities Guidance in Topic 810, ~~Treasurer~~Consolidation. The amendments in this update removed the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a ~~Director~~development stage entity, (3) disclose a description of ~~our~~the ~~Company~~development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer in a development stage that in prior years it had been in the development stage. MrThe amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. ~~Irwin's~~Finally, ~~resignation~~the ~~was~~amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the ~~result~~condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of ~~any~~the ~~disagreement~~amount ~~with~~of ~~our~~investment ~~company~~equity ~~regarding~~that ~~our~~is ~~operations~~at risk. The amendments to eliminate that exception simplify GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, ~~policies~~consolidation decision, ~~practices~~and ordisclosure ~~otherwise~~requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been

Effective July 31, 2013, Mr. Miles D. Bender resigned as Chief Executive Officer, President, and as a Director of our Company. Mr. Bender's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise. 32

~~Effective~~issued ~~July~~(public ~~31,~~business ~~2013,~~entities) ~~Mr.~~or ~~William~~made T.available ~~Jones~~for ~~resigned~~issuance as(other ~~Chief~~entities). ~~Operating~~Upon ~~Officer~~adoption, ofentities ~~our~~will ~~Company.~~no ~~Mr.~~longer ~~Jones's~~present ~~resignation~~or ~~was~~disclose ~~not~~any ~~the~~information ~~result~~required ofby ~~any~~Topic ~~disagreement~~915. ~~with~~The ~~our~~Company ~~company~~adopted ~~regarding~~ASU ~~our~~No. ~~operations,~~2014-10 ~~policies,~~effective ~~practices~~July or31, ~~otherwise~~2014.

~~Also~~Use ~~effective July 31, 2013, the Company issued Mr. Bender and Mr. Jones 1,000,000 shares~~ of ~~common~~Estimates ~~stock each as compensation for their services.~~

~~Effective~~The ~~October~~preparation ~~21,~~of ~~2013~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the ~~Company~~reported ~~appointed~~amounts ~~Mr.~~of ~~Robert~~assets ~~Steven~~and ~~Williamson~~liabilities asand ~~Chief~~disclosure ~~Operating~~of ~~Officer~~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.

~~Effective~~Net ~~November~~Loss 7,per ~~2013 the Company appointed Mr. Armando Rafael Buchanan as Chief Financial Officer and Senior Vice President.~~ Share

~~Management~~Basic ~~has~~net ~~evaluated~~loss ~~subsequent~~per ~~events~~share ~~through~~is ~~November~~computed ~~19,~~using ~~2013,~~the weighted average number of common shares outstanding during the ~~date~~period. ~~which~~As the ~~financial~~Company ~~statements~~is ~~were~~in ~~available~~a net loss position, there are no outstanding potentially dilutive securities that would cause diluted earnings per share to bediffer ~~issued~~from basic earnings per share.

35Oil and Gas Properties

~~ITEM~~The 9Company follows the full-cost method of accounting for oil and natural gas properties. Under this method, all costs incurred in the exploration, acquisition and development, including that for the unproductive wells are capitalized in separate cost centers for each country. Such capitalized costs include contract and concessions acquisition, geological, geophysical, and other exploration work, drilling, completing and equipping oil and gas wells, constructing production facilities and pipelines, and other related costs.

~~CHANGES~~The INcapitalized ~~AND~~costs ~~DISAGREEMENTS~~of ~~WITH~~oil ~~ACCOUNTANTS~~and ONgas ~~ACCOUNTING~~properties ~~AND~~in ~~FINANCIAL~~each ~~DISCLOSURE~~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.

~~None~~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.

~~ITEM~~ASC 9A932 provides guidance specific to oil and gas producing activities. It contains several Subtopics that interact with other Topics in the Codification. Guidance in these Subtopics rather than the more general guidance in the other Topics shall be applied to the specific issues addressed.

~~CONTROLS~~Asset ~~AND~~Retirement ~~PROCEDURES~~Obligations

~~EVALUATION~~The OFCompany ~~DISCLOSURE~~provides ~~CONTROLS~~for ~~AND~~future ~~PROCEDURES~~asset retirement obligations on its resource properties and facilities based on estimates established by current legislation and industry practices.

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports may not be accumulated and communicated to our management, including our principal executive and financial officer so to be recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Management is committed to improving its disclosure controls and in the interim will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and disclosure responsibilities,33

~~MANAGEMENT'S~~The ~~ANNUAL~~asset ~~REPORT~~retirement ONobligation ~~INTERNAL~~is ~~CONTROL~~measured ~~OVER~~at ~~FINANCIAL~~the ~~REPORTING~~cost to plug and abandon the wells located on the leasehold properties as of July 31, 2014 at a rate estimated at $3 per measured depth footage of which this rate is obtained from estimated figures published by the Railroad Commission of Texas. As the total amount of the ARO Calculations is being booked in the present there is no future value to calculate, as such calculations for inflation and accretion are not accounted for at this time. The asset retirement obligation is initially measured at fair value and capitalized as an asset retirement cost. The obligation is accreted through interest expense until it is expensed and or settled. The fair value of the obligation is estimated based on figures published by the Railroad Commission of Texas and is then accreted using an expected inflation rate for oil field service costs.

~~Our~~The ~~management~~significant isassumptions ~~responsible~~used ~~for~~to ~~establishing~~develop ~~and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under~~ the ~~Exchange~~expected ~~Act,~~liability ~~for~~during the ~~Company.~~period Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are ~~recorded~~ as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.follows:

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.-

AAverage ~~material~~cost ~~weakness~~to isremediate aindividual ~~significant~~well ~~deficiency,~~sites orby ~~combination~~Measured ofDepth: ~~significant~~$3 ~~deficiencies,~~(net ~~that~~to ~~results~~our ~~in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.~~interest)

36-

~~Under~~Average ~~the~~gross ~~supervision~~salvage ~~and~~value ~~with~~expected ~~the~~from ~~participation~~individual ofwell ~~our~~sites ~~Chief~~remediated: ~~Executive~~$0 Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (~~COSO~~net)~~. Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.~~

~~Management assessed the effectiveness of the Company's internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:~~-

~~SIGNIFICANT~~Expected ~~CHANGES~~inflation INrate ~~MANAGEMENT~~for ~~TEAM~~oil ~~AND~~field ~~TURNOVER~~service costs: We ~~have~~5% ~~suffered~~excluded afrom ~~number~~calculation ofRisk ~~changes~~weighted incost ~~the~~of ~~management~~credit: ~~team~~8% ~~and~~excluded ~~turnover~~from ~~which could affect our internal controls over financial reporting.~~ calculation

~~INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.~~-

~~INADEQUATE~~Average ~~SEGREGATION~~time OFto ~~DUTIES~~abandonment: We20 ~~have~~years anexcluded ~~inadequate~~from ~~number of personnel to properly implement control procedures.~~calculation

~~LACK~~Actual OFretirement ~~AUDIT~~costs ~~COMMITTEE~~will &be ~~OUTSIDE~~recorded ~~DIRECTORS~~against ONthe ~~THE~~obligation ~~COMPANY'S~~when ~~BOARD~~incurred. OFAny ~~DIRECTORS:~~difference Webetween dothe ~~not~~recorded ~~have~~asset aretirement ~~functioning~~obligation ~~audit committee~~ and ~~outside~~the ~~directors~~actual onretirement ~~the~~costs ~~Company's~~incurred ~~Board~~is ofrecorded ~~Directors,~~as ~~resulting~~a ingain ~~ineffective~~or ~~oversight~~loss in the ~~establishment~~settlement ~~and monitoring of required internal controls and procedures~~period.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future.Depreciation

~~Management,~~The ~~including~~Company ~~our~~recorded ~~Chief~~depreciation ~~Executive~~for ~~Officer~~a ~~and~~total ~~Chief~~of ~~Financial Officer~~$10,391 ~~has~~of ~~discussed~~its ~~the~~oil ~~material~~and ~~weakness~~gas ~~noted~~properties ~~above~~for ~~with our independent registered public accounting firm. Due to~~ the ~~nature~~fiscal ofyear ~~this~~ending ~~material~~July ~~weakness~~31, ~~there~~2014, isbased on a ~~more~~5 ~~than~~year ~~remote~~straight ~~likelihood~~line ~~that~~depreciation ~~misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected~~method.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.Depletion

~~CHANGES~~The INcompany ~~INTERNAL~~did ~~CONTROL~~not ~~OVER~~record ~~FINANCIAL~~depletion ~~REPORTING~~for the fiscal year ending July 31, 2014. During the fiscal year subsequent to the acquisition of the Baylor leasehold properties an immaterial amount of oil was produced by C.D. Ayres as operator for Liberty, and a detailed revenue billing statement or load ticket from the Purchaser Gatherer Sunoco was not presented to us from the Operator C.D. Ayres.

~~There~~Depletion ~~have~~will ~~been~~be norecorded ~~changes~~as inoil ~~the~~and ~~status~~or ofgas ~~our~~is ~~internal~~produced ~~control~~from ~~over financial reporting that occurred during~~ the ~~last~~leasehold ~~fiscal year ended July 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting~~properties.

~~ITEM 9B.~~Concentrations

~~OTHER~~Subsequent ~~INFORMATION~~to the acquisition of oil and gas field interests, the Company also became a party to the operator agreements (“JOA’s”) that define the rights and responsibilities of the third party operator and passive interest holders. Under the JOA, the third party operator is responsible for acquiring customers to sell the oil and gas produced and to either performing or contracting out to other third parties to perform services necessary to continue and maintain acreage. Currently all of the Company’s leasehold interests have as their third party operator BEP Operating LLC which is controlled by a related party managing member.

~~None.~~Revenue and Cost Recognition

37The 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.

~~PART III~~34

~~ITEM~~The 10volume 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.

~~DIRECTORS,~~Income ~~EXECUTIVE~~Taxes ~~OFFICERS AND CORPORATE GOVERNANCE~~

~~All~~The ~~directors~~Company ofaccounts ~~our~~for ~~company~~its ~~hold~~income ~~office~~taxes ~~until~~in ~~the~~accordance ~~next~~with ~~annual~~ASC ~~meeting~~No. of740, ~~the~~"Income ~~security~~Taxes". ~~holders~~Under orASC ~~until~~740, ~~their~~a ~~successors~~liability ~~have~~method ~~been~~is ~~elected~~used whereby deferred tax assets and ~~qualified.~~liabilities ~~The~~are ~~officers~~determined ofbased ~~our~~on ~~company~~temporary ~~are~~differences ~~appointed~~between bybasis ~~our~~used ~~board~~for offinancial ~~directors~~reporting and ~~hold~~income ~~office~~tax ~~until~~reporting ~~their~~purposes. ~~death,~~Income ~~resignation~~taxes orare ~~removal~~provided ~~from~~based ~~office~~on tax rates in effect at the time such temporary differences are expected to reverse. ~~Our~~A ~~directors~~valuation ~~and~~allowance ~~executive~~is ~~officers,~~provided ~~their~~for ~~ages,~~certain ~~positions~~deferred ~~held,~~tax ~~and~~assets ~~duration~~if asit ~~such~~is more likely than not, ~~are~~that asthe ~~follows:~~Company will not realize the tax assets through future operations.

Name	Position Held with the Company	Age	Date First Elected or Appointed
Arthur Roy	President, Secretary, Treasurer, Chief Executive Officer and Chairman of the Board of Directors	51	July 31, 2013
Richard C. Webb	Director	80	February 25, 2013
Robert Steven Williamson	Chief Operating Officer	62	October 21, 2013
Armando Rafael Buchanan	Chief Financial Officer	37	November 7, 2013

The Company’s federal tax returns for the years ended 2009 through 2013 are open to examination. At July 31, 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.

~~Directors~~Fair ~~are~~Value ~~elected to serve until the next annual meeting~~ of ~~stockholders~~Financial ~~and~~Instruments until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

~~Messrs~~GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. ~~Roy~~These levels include: Level 1, ~~Webb~~defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, ~~Williamson~~defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and ~~Buchanan~~Level ~~currently~~3, ~~devote~~defined ~~approximately~~as 10unobservable ~~hours~~inputs ~~per~~for ~~week~~use when little or no market data exists, therefore requiring an entity to ~~company~~develop ~~matters~~its own assumptions. InThe ~~the~~Company’s ~~future~~financial ~~they~~instruments ~~will~~consist ~~devote~~primarily asof ~~much~~cash ~~time~~and ascash ~~the~~equivalents, ~~board~~and ofpayables, ~~directors~~accrued ~~deems~~liabilities ~~necessary~~and tonotes ~~manage~~payable. ~~the~~The ~~affairs~~carrying values of ~~our~~these ~~company~~financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. The Company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. The Company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments.

~~The~~NOTE ~~following~~4 is- aUNEVALUATED ~~brief~~OIL ~~account~~AND ofGAS the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.PROPERTIES

~~Arthur~~Trius ~~Roy - President, Secretary, Treasurer, CEO and Chairman of the Board of Directors~~Acquisition

~~Mr.~~On ~~Roy~~October ~~has been President~~1, ~~Secretary~~2009, ~~Treasurer, CEO and Chairman of~~ the ~~Board of Directors of the~~ Company ~~since~~entered ~~July~~into ~~31,~~a ~~2013. He~~lease ~~has~~purchase 27and ~~years~~sale ~~experience~~agreement inwith ~~commercial~~Trius ~~and~~Energy ~~residential~~LLC, ~~real~~a ~~estate~~Texas ~~investment~~corporation, ~~acquisitions~~to ~~and~~acquire ~~development.~~four Heoil ~~started as licensed real estate agent for Hartley Realty Group~~ and ~~continued~~gas asleases ain ~~marketing~~Texas ~~representative~~ for ~~American Real Estate Group. He continued as project manager for Gateway Homes~~$125, ~~Inc~~000. ~~focused~~The oninterests ~~financing~~consist ~~and~~of ~~building~~a ~~homes.  In~~100% ~~1995~~WI he(Working ~~formed~~Interest) G.at H.a ~~Riley~~75% ~~Homes,~~NRI ~~Inc.~~(Net ~~and~~Revenue Interest) in ~~2000~~the heDahlstrom ~~formed Owner-Builder Systems~~Lease, ~~Inc.,~~2% ~~both~~WI ~~located~~at in75% ~~Houston,~~NRI ~~Texas. These entities completed homes and developments valued~~ in ~~excess of $23 million dollars since their inception. In~~ the ~~last~~Ratliff ~~ten~~Lease, ~~years his activities have expanded to include small cap investments~~ and ~~raising~~100% ~~capital~~WI ~~for~~at ~~oil~~a &70% ~~gas~~NRI ~~transactions,~~in ~~including~~ the ~~acquisition~~Lockhart ~~and~~Project, ~~redevelopment~~consisting of ~~distressed~~two ~~properties.~~leases, ~~Mr.~~the ~~Roy~~Anton isLease ~~currently~~(1 ~~serving~~tract) ~~as elected president~~ and ~~director~~Alexander ofLease ~~Fort~~(3 ~~Bend Municipal Utility District # 19~~tracts). ~~Mr. Roy received a BBA degree in Marketing from The University of Texas, Austin.~~

38The Anton Lease lapsed on January 9, 2011. The tract had 1 shut-in well and based on historical data, discussions with their operators and geologists the Company determined that it would not be cost effective to pursue the well, therefore the lease was allowed to lapse and $3,512 of leasehold cost were written off.

~~Richard~~The Cremaining leases lapsed on July 25, 2012. ~~Webb--Director~~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

Mr. Webb has been a Director of the Company since February 2013. Mr. Webb is a Managing Director, and founding partner of AWDB Capital, LLC, Investment Bankers, with an extensive background in the Houston, Texas investment and banking communities. He founded AWDB Capital, LLC, in January, 2005. Prior to the creation of AWDB Capital, he was the Vice-Chairman of Sanders Morris Harris (SMH) in Houston, Texas. SMH was the result of a merger between Harris Webb & Garrison and Sanders Morris Munday in 1999. Mr. Webb holds licenses with FINRA including being a Registered Securities & Options Principal and Investment Banker. He received a BBA in Finance from the University of Texas and has completed the Wharton Institute of Investment Banking in Philadelphia, Pennsylvania. Mr. Webb currently holds directorships with Bellville General Hospital Foundation and the Houston Museum of Natural Science.35

~~Robert~~payables ~~Steven~~for ~~Williamson—Chief~~$23,280 ~~Operating~~for ~~Officer~~the plugging and abandonment of wells associated with these properties which are recorded under accounts payable.

Mr. Williamson has been Chief Operating Officer of the Company since October 2013. Mr. Williamson received his honorable discharge from the U.S. Navy in 1974 and began his oil and gas career with Petty – Ray Geophysical acquiring and processing geophysical data for evaluation and later with Exxon Company U.S.A. During the late 80′s and early 90′s he was a Principal of Petroleum Listing Service, a major oil and gas acquisition and divestiture company. Through this company, he was a part of a team of professionals that provided land, legal, geological, engineering and marketing services to oil and gas companies resulting in over one billion dollars of transactions. Currently Mr. Williamson is the President of Domestic Energy Development, where he manages a team of professionals consisting of land, engineers and geologists with a proven track record of finding and producing oil and gas. Mr. Williamson has over 20 years operating experience in the state of Texas and participated in the development of wells in Louisiana, Kentucky, Tennessee and Oklahoma.Bulgaria

~~Armando~~On ~~Rafael~~September ~~Buchanan—Chief~~22, ~~Financial~~2009, ~~Officer~~we entered into a purchase and sales agreement with William C. Athens to acquire a total of 1/16th of 1% of 8/8ths ORRI (overriding royalty interest) in the A-Lovech exploration block in Bulgaria for a total price of $400,000. This agreement was later terminated, however, the Company retains a 1/64th of the 1% interest in the A-Lovech exploration block and the seller has retained the funds paid by the Company for this acquisition. These assets were fully written off as of July 31, 2014.

~~Mr.~~Langold Buchanan has been Chief Financial Officer of the Company since November 2013. He is a seasoned financial executive with nearly 14 years combined experience in Corporate Finance, Oil & Gas Accounting, Investment Management, and Business Development. He has a diverse professional background inclusive of Upstream Energy Operations, Public Securities, and Information Technology Management.Acquisition

~~Mr.~~On ~~Buchanan~~February is22, ~~also~~2012, ~~serving~~the asCompany ~~Chief~~entered ~~Financial~~into ~~Officer~~and ~~for~~closed ~~Eagle~~a ~~Ford~~3 ~~Oil~~year ~~Co.,~~lease ~~Inc.~~assignment aagreement ~~Houston~~with ~~based~~Langold ~~Oil~~Enterprises &Limited ~~Gas~~(an ~~operating~~entity ~~company.~~with ~~Eagle~~some ~~Ford’s~~cross ~~operations~~ownership ~~are~~and ~~primarily~~common ~~focused~~principal inmanager ~~the~~of ~~Eagle Ford Shale trend~~Asia-Pacific, ~~with shallow production in~~ the ~~Luling~~Company’s ~~Branyon~~primary ~~and~~source ~~Salt~~of ~~Flat~~capital ~~Fields.~~to date) ~~His~~pertaining ~~duties~~to ~~there~~certain ~~include~~interests ~~policy~~in ~~making~~oil and ~~governance~~gas ofproperties ~~the~~in ~~company’s~~Bastrop, ~~financial~~Caldwell ~~activities. In~~and ~~addition~~Eastland heCounties, ~~has direct operations oversight responsibility~~Texas. ~~His~~ ~~efforts~~The ~~have~~interests ~~brought~~which ~~continuous~~were ~~improvement~~assigned to ~~field~~the ~~cost~~Company ~~control,~~are ~~resource~~three ~~planning,~~year ~~and~~leases ~~executive~~to ~~reporting.~~the following properties:

~~Mr.~~A ~~Buchanan~~100% ~~has~~working ~~served~~interest in ~~the~~2 ~~office~~separate ofproperties ~~Vice~~equaling ~~President~~approximately 300 acres of ~~Investments~~exploration ~~with~~property JPlocated ~~Morgan~~in ~~Chase~~Bastrop ~~and~~County, asTexas. aA ~~Wealth~~100% ~~Manager~~working atinterest ~~UBS.~~in ~~Mr.~~5 ~~Buchanan~~separate ~~held~~properties ~~several~~equaling ~~consulting~~approximately ~~executive~~622 ~~positions~~acres asof aexploration ~~project~~property ~~manager~~located ~~for~~in ~~Buchanan~~Caldwell ~~Ventures~~County, ~~Inc~~TX. In ~~that~~A ~~role~~100% heworking ~~served~~interest asin ~~interim~~an ~~CFO~~approximately ~~for~~5 ~~Environmental~~acre ~~Packaging~~oil ~~Technologies,~~and agas ~~global~~property ~~manufacturer~~called ofthe ~~disposable~~Dillon ~~tanks~~Hall ~~used~~property located in ~~food~~the Gerron Hinds League in Caldwell County, ~~oil~~Texas. The Dillon Hall property is not currently producing, and ~~mineral~~though ~~transportation~~it holds an existing well, that well requires a work-over to be put back into production. He ~~also~~A ~~acted~~100% asworking ~~Vice~~interest ~~President~~in ~~for~~a ~~Fortune~~property ~~Exploration~~equaling anapproximately ~~Upstream~~112 ~~Exploration~~acres ~~company~~of exploration property located in Eastland County, TX.

~~Mr.~~In ~~Buchanan~~consideration isfor the above leases the Company issued 24,155,435 restricted shares of our common stock to Langold, a ~~graduate~~non-US shareholder. The restricted shares were valued equal to the volume weighted average of the ~~University~~closing price (the “VWAP”) of ~~Houston~~Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, ~~Bauer~~as ~~College~~quoted on Google Finance or other sources of ~~Business~~stock ~~class~~quotes as agreed to by the parties. The original value assigned these shares and the leaseholds was $3.3 million. It was determined that due to the relationship between Langold and Asia-Pacific, this transaction was not arms length but rather was related party. The Company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of ~~2002~~restricted ~~with~~Liberty Energy stock which was valued at $243,932 for a ~~Bachelor’s~~total consideration of ~~Business~~$263,932 ~~Administration~~which inis ~~Entrepreneurship~~recorded &as ~~Finance~~oil ~~from~~and gas properties in the prior year balance sheets as of July 31, 2013 and 2012. These assets were fully written off as of July 31, 2014.

39Baylor County Leases

~~renowned~~In ~~Wolff~~March ~~Center~~2014, ~~for~~the ~~Entrepreneurship~~Company entered into a series of agreements to acquire certain oil and gas leases located in Baylor County, Texas from certain non-related third parties. Specifically, the Company acquired four oil & gas producing leases in a transaction which covers 1,038 acres with 17 oil wells, 4 injection wells and related surface production equipment. Average production of 3-4 Barrels of Oil Per Day (BOPD) from operating wells is ~~nationally~~anticipated ~~ranked~~before byany additional cleaning or remedial work is performed. The leases provide 100% Working Interest and 70-75% Net Revenue Interest (NRI) for the ~~Princeton~~Company ~~Review~~in exchange for seller financing, a carried 5% ORR and $50,000 in restricted preferred stock.

~~CODE OF ETHICS~~36

~~Our~~The ~~board~~operator ofhas ~~directors~~advanced ~~adopted~~field ~~our~~work ~~code~~including ofreplacing ~~ethical~~mechanical ~~conduct~~down ~~that~~hole ~~applies~~pumps, toreplacing ~~all~~pump ofjack ~~our~~motors, ~~employees~~upgrading a water injection pump and ~~directors,~~stabilizing ~~including~~needed ~~our~~pump ~~principal~~jack ~~executive~~platforms. ~~officer,~~The ~~principal~~Baylor ~~financial~~County ~~officer,~~leases ~~principal~~have ~~accounting~~historically ~~officer~~produced orfrom ~~controller,~~multiple pay zones and ~~persons~~these ~~performing~~leases ~~similar~~have ~~functions~~all depth rights. The leases are estimated to contain a minimum of 15 and likely up to 30 infill drilling locations with expectations based on historical IP (initial production) rates of between 15-20 BOPD on new wells.

WeIn ~~believe~~connection with the ~~adoption~~acquisition of ~~our~~the ~~Code~~Baylor ofCounty ~~Ethical~~leases, ~~Conduct is consistent with~~ the ~~requirements~~Company ofentered ~~the~~into ~~Sarbanes-Oxley~~several ~~Act~~agreements ofas ~~2002.~~follows:

~~Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:~~(i)

~~· Honest~~The Company entered into a non-interest bearing promissory note in the face amount of $65,000 payable in ten equal monthly installments of $6,500 commencing April 15, 2014 with a final maturity date of January 15, 2015 and ~~ethical~~has ~~conduct~~not been renewed or repaid as of filing date. The balance of the outstanding of the promissory note as of July 31, ~~including~~2014 was $61,934. The Company has the ~~ethical~~option ~~handling~~of satisfying the installments by payment of ~~actual~~certain orspecifically ~~apparent~~enumerated ~~conflicts~~obligations of ~~interest~~a ~~between~~third ~~personal~~party. The ~~and~~note ~~professional~~is ~~relationships;~~secured by a mortgage on the leasehold interest.

~~· Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;~~(ii)

~~· Compliance~~The Company entered into a promissory note in the face amount of $316,292 payable in 117 equal monthly installments of $3,715.47 commencing March 1, 2014 with ~~applicable~~a ~~governmental~~final ~~laws~~maturity date of December 1, ~~rules~~2023. The ~~and~~note ~~regulations;~~bears interest at a rate of seven percent (7%) per annum. The note is secured by a mortgage on the leasehold interest.

~~· The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and~~(iii)

~~· Accountability~~The ~~for~~Company ~~adherence~~further agreed to ~~the~~issue ~~Code~~to Dai-Brooks Enterprises, LLC 50,000 shares of newly issued Company Series A Convertible Preferred Stock and Warrants to purchase 500,000 shares of Company Common stock for a period of three (3) years at an exercise price of $.07 per share.

~~FAMILY~~NOTE ~~RELATIONSHIPS~~5 - COMMITMENTS AND CONTINGENCIES

~~There~~The ~~are~~Company nomay ~~family~~from ~~relationships~~time ~~between~~to ~~any~~time ofbe ~~our~~involved ~~directors,~~in ~~executive~~legal ~~officers~~proceedings ~~and~~arising ~~proposed~~from ~~directors~~the normal course of business. There are no pending or ~~executive~~threatened ~~officers~~legal proceedings as of July 31, 2014.

~~INVOLVEMENT~~NOTE IN6 ~~CERTAIN~~– ~~LEGAL~~RELATED ~~PROCEEDINGS~~PARTY TRANSACTIONS

ToBuchanan ~~the best of our knowledge~~Ventures, ~~none of our directors or executive officers has, during the past ten years:~~Inc.

1Effective October 25, 2013, the Company entered into two separate agreements with Buchanan Ventures, Inc. to engage Carlos Buchanan as a consultant. ~~been~~Under ~~convicted~~the infirst agreement (“Contractor Agreement”), it was agreed that Mr. Buchanan would, among other things, (a) ~~criminal~~assist ~~proceeding~~with orthe ~~been~~development ~~subject~~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 ~~pending~~term ~~criminal~~of ~~proceeding~~24 months, payable in either cash or Company stock at the Company’s discretion. As of July 31, 2014, Company had accrued $56,250 due on account of the Contractor Agreement. Under the second agreement (~~excluding~~“Finder ~~traffic~~Fee ~~violations~~Agreement”) ~~and~~Mr. Buchanan agreed, among other ~~minor~~things, ~~offences);~~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 July 31, 2014, no part of the consideration payable on account of the second agreement has been earned. Mr. Buchanan is the brother of Armando Rafael Buchanan, the Company’s Chief Financial Officer.

2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;37

~~3. been~~BEP ~~subject to any order~~Operating, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;LLC.

~~4. been~~In ~~found~~connection with the Baylor County Leases acquired by athe ~~court~~Company, on May 30, 2014, the Company entered into an Operating Agreement with BEP Operating, LLC as the successor operator of ~~competent~~the ~~jurisdiction~~properties described in athe ~~civil~~Baylor ~~action~~County orLeases. Pursuant to this agreement, BEP Operating, LLC will hold the license to operate these leases. BEP Operating, LLC is licensed by the ~~SEC~~Texas orRailroad Commission and is bonded to undertake these operations. The Company anticipates that in the ~~Commodity~~future ~~Futures~~when ~~Trading~~it has satisfied all requirements of the Texas Railroad Commission and is duly bonded, it will directly operate these leases. No fees payable to ~~have~~BEP ~~violated~~Operating, aLLC ~~federal~~were orpaid ~~state~~during ~~securities~~fiscal oryear ~~commodities~~2014 ~~law~~as all costs during that period were billed to the then operators of the properties. The Operating Agreement calls for the Company to reimburse all of BEP Operating, LLC’s operating expenses incurred in connection with the work and to pay an additional amount on account of the ~~judgment~~operator’s ~~has~~overhead. BEP ~~not~~Operating, ~~been~~LLC ~~reversed~~is controlled by Carlos E. Buchanan II, ~~suspended~~the brother of Armando Rafael Buchanan, orthe ~~vacated;~~Company’s Chief Financial Officer.

40Delta S Energy LLC, which has entered into a farm-in agreement with the Company, and Delta S Ventures, LP, which is an investor in the Company, are related parties. This agreement provides a positive financial impact for the Company as it provide it with liquidity and ability to conduct operations on the leases as part of the agreement in order to increase oil production from the properties which will have an effect on revenue.

~~5. been~~Subsequent ~~the subject of, or a party~~ to, ~~any~~October ~~federal or state judicial or administrative order~~31, ~~judgment~~2013, ~~decree,~~the orCompany ~~finding,~~received ~~not~~free ~~subsequently~~rent ~~reversed,~~from ~~suspended~~BEP orOperating ~~vacated~~LLC ~~(not~~a ~~including~~related ~~any~~party ~~settlement~~without of a ~~civil~~written ~~proceeding~~agreement. Based ~~among~~on ~~private~~comparable ~~litigants),~~commercial ~~relating~~lease tospace anin ~~alleged~~the ~~violation~~current ofmarket ~~any~~for ~~federal~~office orlease ~~state securities or commodities law or regulation~~space, ~~any~~properties ~~law~~are ormarketed ~~regulation~~at ~~respecting~~various ~~financial~~prices ~~institutions or insurance companies including,~~ but ~~not limited to,~~ a ~~temporary~~sample ormarket ~~permanent~~rate ~~injunction, order~~ of ~~disgorgement~~$15 orper ~~restitution,~~Square ~~civil~~foot ~~money penalty or temporary or permanent cease-and-desist order~~annualized, oran ~~removal~~approximation orof ~~prohibition~~133 ~~order,~~square orfeet ~~any~~of ~~law~~usable orspace ~~regulation~~for ~~prohibiting~~the ~~mail~~Company orwould ~~wire~~be ~~fraud~~estimated orat ~~fraud~~$2,000 ~~in connection with any business entity; or~~annually.

~~6. been~~At ~~the~~July ~~subject~~31, of2014, orthe aCompany ~~party~~owed to$114,300 ~~any~~two ~~sanction~~former ~~or order~~officers, ~~not~~one ~~subsequently~~former ~~reversed,~~director ~~suspended~~and orone ~~vacated,~~current ofdirector ~~any~~which ~~self-regulatory~~have ~~organization~~been (accrued as ~~defined~~accounts payable in ~~Section~~non-interest ~~3(a)(26)~~bearing ofnotes. ~~the~~We ~~Exchange~~have ~~Act~~reported ~~(15~~the ~~U.S.C.~~liability ~~78c(a)(26))),~~as ~~any~~owing ~~registered~~to ~~entity~~related ~~(as~~parties. ~~defined~~All inamounts ~~Section~~owing ~~1(a)(29)~~to ofrelated ~~the~~parties ~~Commodity~~relate ~~Exchange~~to ~~Act~~fees (7for Uservices provided.~~S.C.~~ In ~~1(a)(29)))~~addition, orat ~~any~~July ~~equivalent exchange~~31, ~~association~~2014, ~~entity~~the orCompany ~~organization~~had ~~that~~accrued ~~has~~$36,300 ~~disciplinary~~as ~~authority~~short-term ~~over~~notes ~~its~~payable ~~members~~for oramounts ~~persons~~due ~~associated~~to ~~with~~two acurrent ~~member~~directors.

~~COMPLIANCE~~In ~~WITH~~July ~~SECTION~~2014, 16the Board of Directors authorized the Company to enter into Stock Purchase Agreements with six (6) of its shareholders to repurchase an aggregate of 11,384,273 shares of its common stock for an aggregate consideration of $11,384, payable within 36 months from the date of execution of each Stock Purchase Agreement, together with interest thereon at a rate of four percent (4%) OFper ~~THE~~annum. As ~~SECURITIES~~of ~~EXCHANGE~~April ~~ACT~~9, OF2015, ~~1934~~the Company had not reached agreement with any of these six shareholders.

~~Section~~Also ~~16(a)~~in ofJuly 2014, the ~~Securities~~Board ~~Exchange Act~~ of ~~1934~~Directors ~~requires~~authorized ~~our~~the ~~executive~~Company ~~officers~~to ~~and~~enter ~~directors~~into ~~and~~Share ~~persons~~Exchange ~~who~~Agreements ~~own~~with ~~more~~Daniel ~~than~~Martinez-Atkinson, ~~10%~~Ian ofSpowart ~~our~~and ~~common~~Langold ~~stock~~Enterprises towhereby ~~file with~~ the ~~Securities~~Company ~~and~~would ~~Exchange~~exchange ~~Commission~~an ~~initial~~aggregate ~~statements~~ of ~~beneficial ownership~~52,355,435 ~~reports~~shares of ~~changes~~Company inCommon ~~ownership~~Stock ~~and~~for ~~annual~~an ~~reports~~aggregate ~~concerning~~of ~~their~~2,355,995 ~~ownership~~shares of ~~our~~a ~~common~~newly ~~stock~~issued ~~and~~Company ~~other~~Series ~~equity~~B ~~securities,~~Convertible onPreferred ~~Forms~~Stock 3,(which 4has ~~and~~yet 5to ~~respectively.~~be ~~Executive~~designated) ~~officers,~~which ~~directors~~would ~~and~~be ~~greater~~convertible ~~than~~by ~~10%~~its ~~shareholders~~terms ~~are~~into ~~required~~an byaggregate ~~the~~of ~~SEC~~47,119,900 ~~regulations~~shares toof ~~furnish~~Company usCommon ~~with~~Stock. As ~~copies~~ of ~~all~~July ~~Section~~31, ~~16(a)~~2014, ~~reports~~none ~~that~~of ~~they~~these ~~file.~~exchanges had been completed.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2013, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:38

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
Arthur Roy	-	-	One (1)
Langold Enterprises Limited	-	-	One (1)

NOTE 7 – CONVERTIBLE NOTES PAYABLE

~~(1)~~ The ~~executive~~April ~~officer~~10, ~~director~~2013 orConvertible ~~holder of 10% or more of our common stock has~~Note

~~not~~On ~~timely~~April ~~filed~~10, ~~Form~~2013, 3the ~~–Initial~~Company ~~Statement~~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 ~~Beneficial~~$32,500, ~~Ownership~~$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 ~~Securities~~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, was due on January 15, 2014 at an interest rate of 8% per annum.

~~BOARD~~On ~~AND~~October ~~COMMITTEE~~16, ~~MEETINGS~~2013, Asher converted $15,000 of April Note principal into 898,204 shares of common stock.

~~Our~~On ~~board~~October ~~of directors held no formal meetings during the year ended July 31~~28, 2013., ~~All proceedings of~~ the ~~board~~Company ofsettled ~~directors were conducted by resolutions consented to in writing by all~~ the ~~directors~~note ~~and filed with the minutes of the proceedings of the directors. Such resolutions consented to~~ in ~~writing~~full byfor ~~the directors entitled to vote on that resolution at a meeting of the directors are~~$31, ~~according to the Nevada General Corporate Law and our Bylaws~~118, aswhich ~~valid~~included ~~and~~all ~~effective~~accrued asinterest ~~if they had been passed at a meeting of the directors duly called~~ and ~~held~~prepayment penalties.

~~Our~~NOTE ~~company~~8 ~~currently~~– ~~does~~STOCK ~~not~~AND ~~have~~WARRANT ~~standing nominating, compensation or audit committees or~~ TRANSACTIONS

41On May 22, 2012, the Company issued warrants to purchase 5,807,752 shares of Company common stock to Asia-Pacific Capital Ltd. The warrants issued have an exercise price of $1.25 and were fully vested at the date of grant. The warrants have a term of three years and none of these warrants have been exercised.

~~committees~~In ~~performing~~July ~~similar~~2014, ~~functions~~the ~~nor~~Board ~~does~~of ~~our~~Directors ~~company~~authorized ~~have~~the aCompany ~~written~~to ~~nominating~~enter into Stock Purchase Agreements with six (6) of its shareholders to repurchase an aggregate of 11,384,273 ~~compensation~~shares orof ~~audit~~its ~~committee~~common ~~charter~~stock for an aggregate consideration of $11,384.27, ~~Our~~payable ~~board~~within 36 months from the date of ~~directors~~execution ~~does~~of ~~not~~each ~~believe~~Stock ~~that~~Purchase itAgreement, istogether ~~necessary~~with tointerest ~~have~~thereon ~~such~~at ~~committees~~a ~~because~~rate itof ~~believes~~four ~~that~~percent ~~the~~(4%) ~~functions~~per annum. As of ~~such~~April ~~committees~~9, ~~can~~2015, bethe ~~adequately~~Company ~~performed~~had bynot ~~our~~reached ~~directors~~agreement with any of these six shareholders.

~~DIRECTOR~~Also ~~INDEPENDENCE~~in July 2014, the Board of Directors authorized the Company to enter into Share Exchange Agreements with Daniel Martinez-Atkinson, Ian Spowart and Langold Enterprises whereby the Company would exchange an aggregate of 52,355,435 shares of Company Common Stock for an aggregate of 2,355,995 shares of a newly issued Company Series B Convertible Preferred Stock (which has yet to be designated) which would be convertible by its terms into an aggregate of 47,119,900 shares of Company Common Stock. As of July 31, 2014, none of these exchanges had been completed.

~~None~~On July 31, 2014, the Company agreed to issue to Dai-Brooks Enterprises, LLC 50,000 shares of ~~our~~newly ~~directors~~issued ~~are~~Company ~~deemed~~Series ~~independent~~A Convertible Preferred Stock and Warrants to purchase 500,000 shares of Company Common stock for a period of three (3) years at an exercise price of $.07 ~~Our~~per ~~directors~~share. The ~~also~~Company ~~hold~~recorded ~~positions~~the aggregate value of the Series A Preferred Stock and Warrants as ~~officers~~$50,000.

~~AUDIT COMMITTEE~~39

~~Currently~~NOTE ~~our~~9 ~~audit~~– ~~committee~~NOTES consists of our entire board of directors. During the next six to twelve months, we hope to establish a formal audit committee, which will be responsible for: (1) selecting and overseeing our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the independent accountant and any outside advisors engaged by the audit committee. We will adopt an audit committee charter when we establish the audit committee.PAYABLE

~~AUDIT~~The ~~COMMITTEE~~Company ~~FINANCIAL~~entered ~~EXPERT~~into a non-interest bearing promissory note in the face amount of $65,000 payable in ten equal monthly installments of $6,500 commencing April 15, 2014 with a final maturity date of January 15, 2015 and has not been renewed or repaid as of the date of filing. The principal balance of the note as of July 31, 2014 is $ 61,934. The Company has the option of satisfying the installments by payment of certain specifically enumerated obligations of a third party. The note is secured by a mortgage on the leasehold interest.

~~Our~~The ~~board~~Company ofentered ~~directors~~into ~~has~~a ~~determined~~promissory ~~that~~note ~~none~~in of the ~~members~~face amount of ~~our~~$316,292 ~~audit~~payable ~~committee~~in ~~qualifies~~117 asequal anmonthly ~~"audit~~installments ~~committee~~of ~~financial~~$3,715.47 ~~expert"~~commencing asMarch ~~defined~~1, in2014 ~~Item~~with ~~407(d)(5)(ii)~~a final maturity date of ~~Regulation~~December ~~S-K~~1, ~~and~~2023. The isnote ~~"independent"~~bears asinterest ~~the~~at ~~term~~a israte ~~used~~of inseven ~~Item~~percent 7(d7%)~~(3)(iv)~~ ofper ~~Schedule~~annum. ~~14A~~The ~~under~~note ~~the~~is ~~Securities~~secured ~~Exchange~~by ~~Act~~a ofmortgage ~~1934,~~on asthe ~~amended~~leasehold interest.

WeThe ~~believe~~below ~~that~~table represents the ~~members~~schedule of ~~our~~outstanding ~~board~~principal ofpayments ~~directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures~~ for ~~financial~~long-term ~~reporting.~~debt Wedue ~~believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted~~ in ~~our~~each ~~circumstances~~of ~~given~~ the ~~early~~next ~~stages~~5 ofyears ~~our development~~ and ~~the~~amounts ~~fact~~due ~~that~~after we5 ~~have not generated any material revenues to date~~years. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nomination, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

ITEM 11.


Year	Principal
2015	$ 20,318
2016	$ 30,905
2017	$ 27,583
2018	$ 29,577
2019 and thereafter	$ 198,293
Total Principal	$ 306,676

~~EXECUTIVE~~NOTE 10 – OFFICER AND DIRECTOR COMPENSATION

~~The~~On ~~following~~June ~~table~~11, ~~reflects~~2014, the ~~compensation~~Company’s ~~paid~~Board of Directors approved compensation to the ~~following~~Company’s ~~persons~~sole independent director, Richard Webb as follows: (a) $6,300 cash payable on May 1, 2014 for services provided as a director of the Company through May 1, 2014 and (b) additional compensation as an independent director of the Company at a rate of $15,000 per fiscal year, payable in two (2) semi-annual installments of $7,500 each on February 1 and May 1 of each year. The fees are payable in cash or in shares of the Company’s Common Stock, at the option of the Company.

~~(a)~~Also on June 11, 2014, the Company’s Board of Directors approved the vesting of certain restricted stock grants to the following employees of the Company as follows:

our principal executive officer;


Name	Shares	Vesting Date	Share Price	Value
Arthur Roy	1,500,000	May 1, 2014	$0.02	$30,000
Armando Buchanan	1,000,000	May 1, 2014	$0.02	$20,000
Steve Williamson	1,000,000	May 1, 2014	$0.02	$20,000

~~(b)~~NOTE ~~each~~11 of– ~~our~~INCOME ~~two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2013 and 2012; and~~TAXES

~~(c)~~As upof toJuly ~~two~~31, ~~additional~~2014, ~~individuals~~the ~~for~~Company ~~whom~~had ~~disclosure~~federal ~~would~~net ~~have~~operating ~~been~~loss ~~provided~~carryforwards ~~under~~of ~~(b)~~approximately ~~but~~$2,560,828 ~~for~~which ~~the~~can ~~fact~~be ~~that~~used ~~the~~to ~~individual~~offset ~~was~~future ~~not~~federal ~~serving~~income astax. ~~our~~The ~~executive~~federal ~~officer~~and atstate ~~the~~net ~~end~~operating ofloss ~~the~~carryforwards ~~years~~expire ~~ended~~at ~~July~~various ~~31,~~dates ~~2013~~through ~~and~~2030. ~~2012,~~Deferred ~~who~~tax weassets ~~will~~resulting ~~collectively~~from ~~refer~~the tonet asoperating ~~the~~losses ~~named~~are ~~executive~~reduced ~~officers~~by ofa ~~our~~valuation ~~company~~allowance, ~~are~~when, ~~set out~~ in the ~~following~~opinion ~~summary~~of ~~compensation table~~management, ~~except~~utilization ~~that~~is nonot reasonably assured.

4240

~~disclosure~~A issummary ~~provided~~of ~~for~~the ~~any~~Company’s ~~named~~deferred ~~executive~~tax ~~officer,~~assets ~~other~~as ~~than~~of ~~our~~July ~~principal executive officers~~31, ~~whose~~2014 ~~total~~are ~~compensation~~approximately ~~did~~as ~~not exceed $100,000 for the respective fiscal year~~follows:

SUMMARY COMPENSATION TABLE
Federal net operating loss (@ 34%)	$	870,682
Nameand Principal Position	Year	Salary($)	Bonus($)	Stock Awards($)	Option Awards($)	Non-Equity Incentive Plan Compensa-tion($)	Change in PensionValue and Nonqualified Deferred Compensation Earnings($)	AllOther Compensa-tion($)	Total($)
Less: valuation allowance		(870,682)
Ian Spowart, President, Chief Executive Officer and Director(1)	20132012	11,00072,000	nilnil	nilnil	nilnil	nilnil	nilnil	nilnil	11,00072,000
Net deferred tax asset	$	---
Daniel Martinez-Atkinson,Chief Financial Officer, Treasurer, Secretary and Director(2)	20132012	10,50066,000	nilnil	nilnil	nilnil	nilnil	nilnil	nilnil	10,50066,000
Miles Bender, Chief Executive Officer and Director(3)	20132012	nilnil	nilnil	55,000nil	nilnil	nilnil	nilnil	nilnil	55,000nil
William Jones, Chief Operating Officer (4)	20132012	nilnil	nilnil	55,000nil	nilnil	nilnil	nilnil	nilnil	55,000nil
(1) Mr. Spowart was appointed as the President, Chief Executive Officer and a director of our company on September 8, 2009. He was appointed as Secretary, Treasurer and Chief Financial Officer on February 19, 2013. He stepped down as Chief Financial Officer and Treasurer on March 27, 2013. He resigned from all remaining positions on May 1, 2013. (2) Mr. Martinez-Atkinson was appointed the President, Chief Executive Officer, Treasurer, Secretary and a director of our company on June 6, 2006. Mr. Martinez-Atkinson resigned as our President and Chief Executive Officer on September 8, 2009. He resigned from his remaining positions on February 19, 2013. (3) Mr. Bender was appointed Chief Executive Officer, President, Secretary and Chairman of the Board of Directors on May 1, 2013. He resigned from all positions on July 31, 2013. (4) Mr. Jones was appointed Chief Operating Officer on May 1, 2013. He resigned from all positions on July 31, 2013.

~~Other~~NOTE ~~than~~12 as– ~~disclosed~~SUBSEQUENT below, there are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.EVENTS

~~Our~~In ~~company~~July ~~had~~2014, ~~entered~~the ~~into~~Board ~~Consulting~~of ~~Agreements~~Directors ~~with~~authorized ~~Daniel~~the ~~Martinez-Atkinson~~Company ~~and~~to ~~Ian~~enter ~~Spowart~~into onStock anPurchase ~~ongoing~~Agreements ~~basis,~~with ~~dated~~six ~~February~~(6) ~~12,~~of ~~2010,~~its ~~and~~shareholders ~~effective~~to asrepurchase ofan ~~February~~aggregate 1,of ~~2010~~11,384,273 ~~whereby~~shares ~~our~~of ~~company~~its ~~agreed~~common tostock ~~retain~~for ~~Daniel~~an ~~Martinez-Atkinson~~aggregate toconsideration ~~the position~~ of ~~Chief~~$11,384, ~~Financial~~payable ~~Officer~~within ~~and~~36 ~~Ian~~months ~~Spowart~~from to the ~~position~~date of ~~Chief~~execution ~~Executive Officer~~ of ~~our~~each ~~company,~~Stock ~~subject~~Purchase ~~to termination on 30 days notice. As compensation~~Agreement, ~~the~~together ~~agreements~~with ~~provided~~interest ~~for~~thereon ~~monthly~~at ~~payments~~a rate of ~~US$5,000~~four topercent ~~Daniel~~(4%) ~~Martinez-Atkinson~~per ~~and US$6,500 to Ian Spowart~~annum. To ~~On July 1~~date, ~~2011~~ the ~~directors thought it to be in the best interest of the~~ Company tohas ~~enter~~only ~~into~~reached anagreement ~~Amended Consulting Agreement~~ with ~~Daniel~~one ~~Martinez-Atkinson~~of tothese ~~increase~~six ~~the consulting fee to $5~~shareholders,~~500~~ ~~from~~ACR ~~July~~Holdings 1,Ltd. ~~2011~~(“ACR”). OnACR ~~June~~tendered 13,063,512 ~~2012~~shares to the ~~directors~~Company ~~thought~~in itOctober to2014 beand inthese ~~the~~shares ~~best~~were ~~interest~~recorded ofas ~~the~~treasury shares.

43Also in July 2014, the Board of Directors authorized the Company to enter into Share Exchange Agreements with Daniel Martinez-Atkinson, Ian Spowart and Langold Enterprises whereby the Company would exchange an aggregate of 52,355,435 shares of Company Common Stock for an aggregate of 2,355,995 shares of a newly issued Company Series B Convertible Preferred Stock (which has yet to be designated) which would be convertible by its terms into an aggregate of 47,119,900 shares of Company Common Stock. As of the date of this report, none of these exchanges had been completed.

~~Company~~On toSeptember ~~enter~~23, ~~into~~2014, anthe ~~Amended~~Company ~~Consulting~~sold ~~Agreement~~2,000,000 ~~with~~shares ~~Ian~~of ~~Spowart~~common tostock ~~decrease the consulting fee~~ to ~~$3,500~~Delta ~~from~~S ~~June 1~~Ventures, ~~2012.~~LP ~~The~~at ~~contracts~~a ~~were~~price ~~both~~of ~~cancelled~~$.01 byper ~~mutual~~share ~~agreement~~for onproceeds ~~May~~of 31$20, ~~2013~~000.

OnIn ~~August~~September 12014, ~~2013,~~ the Company ~~agreed~~borrowed ~~to issue an aggregate of 1~~$5,~~500,~~000 ~~shares~~from ofBuchanan ~~common~~Ventures, ~~stock~~LLC ~~to Arthur Roy as compensation~~ for ~~his~~use ~~services~~ as ~~President,~~working ~~Secretary, Treasurer Chief Executive Officer and Chairman of the Board~~capital. ItThe ~~was~~advance ~~further~~is ~~agreed~~evidenced ~~that~~by ~~the~~a ~~stock~~promissory ~~grant~~note ~~would~~payable ~~vest~~18 inmonths ~~equal~~from ~~monthly~~the ~~installments~~date ~~over~~of athe ~~twelve-month~~advance ~~period~~ and ~~that~~bears ~~Mr.~~interest ~~Roy~~at ~~would~~a ~~have~~rate ~~the option~~ of ~~deferring~~five ~~all~~percent or(5%) ~~any~~per ~~portion of said compensation~~annum.

~~GRANTS~~On OFOctober ~~PLAN-BASED~~3, ~~AWARDS~~2014, the Company signed an agreement with Delta S Energy whereby the Company sold a 1/3 working interest in the Robert Motil and Otto Ptacek leases in Baylor County for a total consideration of $30,000, allocated $25,000 for the working interest and $5,000 for the first option to participate in a new welling program which expired on December 31, 2014. The $25,000 was used to improve the equipment and infrastructure on the leased properties.

~~There~~On ~~were~~November no5, ~~equity~~2014, oreach ~~non-equity~~of ~~awards~~Messrs. ~~granted~~Roy and Webb elected to ~~the~~receive ~~named~~1,500,000 ~~executive~~shares ~~officers~~of ~~during~~Company ~~the~~common ~~year~~stock ~~ended~~valued ~~July~~at 31$0.01 per share for accrued director fees in the amount of $15,000 ~~2013~~due to each such director.

~~OUTSTANDING~~On ~~EQUITY~~January ~~AWARDS~~14, AT2015, ~~FISCAL~~the ~~YEAR~~Company ~~END~~filed a Certificate of Designations authorizing the issuance of up to 100,000 shares of its Series C Preferred Stock. As of the date of this report, none if the series C Preferred stock has been issued.

~~There~~On ~~were~~January no27, ~~unexercised options~~2015, ~~stock~~the ~~that~~Company ~~has~~received ~~not~~notice ~~vested~~of orlitigation ~~equity~~filed ~~incentive~~by ~~plan~~the ~~awards~~holder ~~for~~of ~~our~~its ~~named~~Baylor ~~executive~~County ~~officers~~leases related to the Company’s default on its secured promissory note dated as atof ~~July~~April 314, ~~2013~~2014. Subsequently, this matter was settled when Delta S Energy (“Delta”) paid the holder of the outstanding note and assumed the position as the payee. On February 23, 2015, the Company entered into a series of agreements with Delta pursuant to which the following occurred:

~~OPTION EXERCISES~~41

~~During~~On ~~our~~February ~~Fiscal~~23, ~~year~~2015, ~~ended~~the ~~July~~Company ~~31,~~entered ~~2013~~into ~~there~~a ~~were~~series noof ~~options~~agreements ~~exercised~~with byDelta ~~our~~pursuant ~~named~~to ~~officers.~~which the following occurred:

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~a)

WeA doPromissory ~~not~~Note ~~have~~in ~~any~~the ~~outstanding~~amount ~~equity~~of ~~awards.~~$316,292 payable by the Company to Perry Lynn Ayres was assigned by the holder to Delta and Delta is now the payee under said Promissory Note;

~~STOCK OPTIONS/SAR GRANTS~~b)

~~During~~The ~~the~~Company ~~period~~assigned ~~from~~to ~~inception~~Delta ~~(June~~an 6,Overriding ~~2006~~Royalty Interest (ORRI) tocomprising ~~July~~20% ~~31,~~of ~~2013,~~8/8 weof ~~did~~hydrocarbon ~~not~~substances ~~grant~~derived ~~any~~from ~~stock~~certain ~~options~~leases toin ~~our~~Baylor ~~executive~~County, ~~officers.~~TX;

~~AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES~~c)

~~There~~Delta ~~were~~assigned noto ~~options~~the ~~exercised~~Company ~~during~~a ~~our~~working ~~fiscal~~interest ~~year~~in ~~ended~~certain ~~July~~leases ~~31,~~in ~~2013~~Baylor ~~or July 31~~County, ~~2012~~TX; ~~by any officer or director of our company.~~and

~~Outstanding Equity Awards at Fiscal Year End~~d)

NoDelta ~~equity~~paid ~~awards~~the ~~were~~Company ~~outstanding~~$33,000, aswhich ofwas ~~the~~offset ~~year~~by ~~ended~~$3,495 ~~July~~which ~~31,~~was ~~2013~~previously owed by the Company to Delta.

~~COMPENSATION OF DIRECTORS~~42

WeITEM ~~reimburse our directors for expenses incurred in connection with attending board meetings~~9. We ~~have~~CHANGES noIN ~~formal~~AND ~~plan~~DISAGREEMENTS ~~for~~WITH ~~compensating~~ACCOUNTANTS ~~our~~ON ~~directors~~ACCOUNTING ~~for~~AND ~~their~~FINANCIAL service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required DISCLOSURE

44None.

ofITEM ~~a director~~9A. No ~~director~~CONTROLS ~~received~~AND ~~and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.~~PROCEDURES

~~EMPLOYMENT~~EVALUATION ~~CONTRACTS AND TERMINATION~~ OF ~~EMPLOYMENT~~DISCLOSURE CONTROLS AND ~~CHANGE IN CONTROL ARRANGEMENTS~~PROCEDURES

~~None~~Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports may not be accumulated and communicated to our management, including our principal executive and financial officer so to be recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Management is committed to improving its disclosure controls and in the interim will continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and disclosure responsibilities,

~~There~~MANAGEMENT'S ~~are~~ANNUAL noREPORT ~~arrangements~~ON orINTERNAL ~~plans~~CONTROL inOVER ~~which~~FINANCIAL we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.REPORTING

WeOur ~~have~~management nois ~~plans~~responsible orfor ~~arrangements~~establishing ~~with~~and ~~respect~~maintaining toadequate ~~remuneration~~internal ~~received~~control orover ~~that~~financial ~~may~~reporting, beas ~~received~~such byterm ~~our~~is ~~executive~~defined ~~officers~~in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to ~~compensate~~the ~~such~~maintenance ~~officers~~of records that, in reasonable detail, accurately and fairly reflect the ~~event~~transactions ofand ~~termination~~dispositions of ~~employment~~our assets; (2) provide reasonable assurance that transactions are recorded as anecessary ~~result~~to permit preparation of ~~resignation,~~financial ~~retirement~~statements in accordance with generally accepted accounting principles, ~~change~~and that our receipts and expenditures are being made only in accordance with authorizations of ~~control~~its management and directors; and (3) orprovide areasonable ~~change~~assurance ofregarding ~~responsibilities~~prevention ~~following~~or atimely ~~change~~detection of ~~control~~unauthorized acquisition, ~~where~~use ~~the~~or ~~value~~disposition of ~~such~~our ~~compensation~~assets ~~exceeds~~that ~~$60,000~~could ~~per~~have ~~executive~~a ~~officer~~material effect on the financial statements.

~~ITEM~~Management 12recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

~~SECURITY~~A ~~OWNERSHIP~~material OFweakness ~~CERTAIN~~is ~~BENEFICIAL~~a ~~OWNERS~~significant ~~AND~~deficiency, ~~MANAGEMENT~~or ~~AND~~combination ~~RELATED~~of ~~STOCKHOLDER~~significant ~~MATTERS~~deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

~~The~~Under ~~following~~the ~~table~~supervision ~~sets~~and ~~forth, as of November 8, 2013, certain information~~ with ~~respect to~~ the ~~beneficial~~participation ~~ownership~~ of our ~~common~~Chief ~~shares~~Executive byOfficer ~~each~~and ~~shareholder~~Chief ~~known~~Financial byOfficer, usmanagement toconducted bean ~~the~~evaluation ~~beneficial owner~~ of ~~more~~the ~~than~~effectiveness 5% of our ~~common~~internal ~~shares,~~control asover ~~well~~financial reporting, as ~~by each~~ of ~~our~~the ~~current~~Evaluation ~~directors~~Date, ~~and~~based ~~executive~~on ~~officers~~the asframework aset ~~group.~~forth ~~Each~~in ~~person~~Internal ~~has~~Control-Integrated ~~sole~~Framework ~~voting~~issued ~~and~~by ~~investment~~the ~~power~~Committee ~~with~~of ~~respect~~Sponsoring toOrganizations of the ~~shares~~Treadway ofCommission ~~common~~(COSO). ~~stock,~~Based ~~except~~on asits ~~otherwise~~evaluation ~~indicated.~~under ~~Beneficial~~this ~~ownership~~framework, ~~consists~~management ofconcluded athat ~~direct~~our ~~interest~~internal incontrol ~~the~~over ~~shares~~financial ofreporting ~~common~~was ~~stock,~~not ~~except~~effective as ~~otherwise~~of ~~indicated:~~the Evaluation Date.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Arthur Roy (officer and director) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	-	-
Richard C. Webb (director) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	-	-
Langold Enterprises Limited Dekk House, Rue de Zippora, Providence Mahe Sechelles	24,806,103	25.02%
Ian Spowart 34 Hampton Road, Town Moor Doncaster, UK, DN2 5DG,	15,400,000	15.53%
Daniel Martinez-Atkinson Mill House, Thornton Le Clay, York, UK YO60 7TJ	15,000,000	15.13%
Directors and Executive Officers as a Group (2 persons)	-	-

45Management assessed the effectiveness of the Company's internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

~~(1)~~SIGNIFICANT ~~Under~~CHANGES ~~Rule~~IN ~~13d-3,~~MANAGEMENT aTEAM ~~beneficial~~AND ~~owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares~~TURNOVER: We ~~(i)~~have ~~voting~~suffered power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a ~~person~~number ~~if the person has the right to acquire the shares (for example, upon exercise~~ of anchanges ~~option)~~in ~~within 60 days of~~ the ~~date~~management asteam of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and ~~only~~turnover ~~such~~which ~~person)~~could byaffect reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 8, 2013. As of November 8, 2013, there were 99,141,334 shares of our ~~company’s~~internal ~~common~~controls ~~stock~~over ~~issued~~financial ~~and outstanding~~reporting.

~~CHANGES~~INSUFFICIENT INRESOURCES: ~~CONTROL~~We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. This had led to the Company’s inability to provide certain supplemental information with respect to the disclosure of its oil and gas interests.

WeINADEQUATE ~~are~~SEGREGATION ~~unaware~~OF ofDUTIES: ~~any~~We ~~contract~~have oran ~~other~~inadequate ~~arrangement~~number ~~the operation~~ of ~~which~~personnel ~~may~~to atproperly aimplement ~~subsequent date result in a change in~~ control ~~of our company~~procedures.

~~ITEM~~UNTIMELY 13ISSUANCE OF SHARES: The Company has on occasion not issued shares on a timely basis which results in difficulty reconciling outstanding share amounts.

~~CERTAIN~~LACK ~~RELATIONSHIPS~~OF ~~AND~~RESERVE ~~RELATED~~REPORTS: The ~~TRANSACTIONS,~~Company’s ~~AND~~lack ~~DIRECTOR~~of ~~INDEPENDENCE~~financial resources has prevented the Company from being able to timely produce reserve reports with respect to its oil and gas interests.

~~Except~~LACK asOF ~~disclosed~~AUDIT ~~herein,~~COMMITTEE ~~there~~& ~~have~~OUTSIDE ~~been~~DIRECTORS noON ~~transactions~~THE orCOMPANY'S ~~proposed~~BOARD ~~transactions~~OF inDIRECTORS: ~~which~~We ~~the~~do ~~amount~~not ~~involved~~have ~~exceeds~~a ~~the~~functioning ~~lesser~~audit ofcommittee ~~$120,000~~and oroutside ~~one~~directors ~~percent~~on of the ~~average~~Company's ofBoard ~~our total assets at year-end for the last three completed fiscal years in which any~~ of ~~our directors~~Directors, ~~executive~~resulting ~~officers~~in orineffective ~~beneficial~~oversight ~~holders~~in ~~of more than 5% of~~ the ~~outstanding~~establishment ~~shares~~and ofmonitoring ~~our common stock, or any~~ of ~~their~~required ~~respective~~internal ~~relatives,~~controls ~~spouses,~~and ~~associates or affiliates, has had or will have any direct or material indirect interest~~procedures.

~~The~~Management ~~promoters~~is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of ~~our~~independent ~~company~~reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are ~~our~~sufficient personnel and (3) may consider appointing outside directors and ~~officers~~audit committee members in the future.

~~DIRECTOR~~Management, ~~INDEPENDENCE~~including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

WeThis ~~currently~~Annual ~~act~~Report ~~with~~does ~~two~~not ~~(2)~~include ~~directors.~~an Weattestation ~~have~~report ~~determined that none~~ of our ~~directors~~registered ispublic anaccounting ~~"independent~~firm ~~director"~~regarding asinternal ~~defined~~control inover ~~NASDAQ~~financial ~~Marketplace Rule 4200(a)(15)~~reporting. ~~Currently~~ ~~our~~Management's ~~audit~~report ~~committee~~was ~~consists of our entire board of directors. We currently do~~ not ~~have~~subject ~~nominating,~~to ~~compensation~~attestation ~~committees~~by orthe ~~committees~~our ~~performing~~registered ~~similar~~public ~~functions.~~accounting ~~There~~firm ~~has~~pursuant ~~not~~to ~~been~~temporary ~~any~~rules ~~defined~~of ~~policy~~the orSEC ~~procedure~~that ~~requirements~~permit ~~for~~us ~~shareholders~~ to ~~submit~~provide ~~recommendations~~only ormanagement's ~~nomination~~report ~~for~~in ~~directors~~this annual report.

~~Our~~CHANGES ~~board~~IN ofINTERNAL ~~directors~~CONTROL ~~has~~OVER ~~determined~~FINANCIAL ~~that it does not have a member of its audit committee who qualifies as an "audit committee financial expert" as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.~~REPORTING

~~From~~There ~~inception~~have tobeen ~~present~~no ~~date,~~changes wein ~~believe that~~ the ~~members~~status of our ~~audit~~internal ~~committee~~control ~~and~~over ~~the~~financial ~~board~~reporting ofthat ~~directors~~occurred ~~have~~during ~~been~~the ~~and~~last ~~are~~fiscal ~~collectively~~year ~~capable~~ended ofJuly ~~analyzing~~31, ~~and~~2014 ~~evaluating~~that ~~our~~have ~~financial~~materially ~~statements~~affected, ~~and~~or ~~understanding~~are ~~internal~~reasonably ~~controls~~likely ~~and~~to ~~procedures~~materially ~~for~~affect, our internal control over financial reporting.

46ITEM 9B. OTHER INFORMATION

~~ITEM 14~~None.

~~PRINCIPAL ACCOUNTING FEES AND SERVICES~~44

~~The~~PART aggregate fees billed for the most recently completed fiscal year ended July 31, 2013 and for fiscal year ended July 31, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:III

	Year Ended July 31
	2013 ($)	2012 ($)
Audit Fees	10,000	18,000
Audit Related Fees	-	-
Tax Fees	-	-
All Other Fees	9,000	9,000
Total	19,000	27,000

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Our~~All ~~board~~directors of ~~directors~~our ~~pre-approves~~company ~~all~~hold ~~services~~office ~~provided~~until bythe ~~our~~next ~~independent~~annual ~~auditors.~~meeting ~~All~~ of the ~~above~~security ~~services~~holders ~~and~~or ~~fees~~until ~~were~~their ~~reviewed~~successors ~~and~~have ~~approved~~been byelected ~~the~~and ~~board~~qualified. ofThe ~~directors~~officers ~~either~~of ~~before~~our orcompany ~~after~~are ~~the~~appointed ~~respective~~by ~~services~~our ~~were rendered. Our~~ board of directors ~~has~~and ~~considered~~hold ~~the~~office ~~nature~~until ~~and~~their ~~amount~~death, ofresignation ~~fees~~or ~~billed~~removal byfrom ~~our~~office. ~~independent~~Our ~~auditors~~directors and ~~believes~~executive ~~that~~officers, ~~the~~their ~~provision~~ages, ofpositions ~~services~~held, ~~for~~and ~~activities~~duration ~~unrelated~~as tosuch, ~~the~~are ~~audit~~as ~~is compatible with maintaining our independent auditors’ independence.~~follows:


Name	Position Held with the Company	Age	Date First Elected or Appointed
Arthur Roy	President, Secretary, Treasurer, Chief Executive Officer and Chairman of the Board of Directors	52	July 31, 2013
Richard C. Webb	Director	81	February 25, 2013
Robert Steven Williamson	Chief Operating Officer	63	October 21, 2013
Armando Rafael Buchanan	Chief Financial Officer	38	November 7, 2013

~~PART~~Directors IVare elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

~~ITEM~~Messrs. 15Roy, Webb, Williamson and Buchanan currently devote approximately 30 hours per week to company matters. In the future they will devote as much time as the board of directors deems necessary to manage the affairs of our company.

~~EXHIBITS~~The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, ~~FINANCIAL~~indicating ~~STATEMENT~~each ~~SCHEDULES~~person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

~~Exhibits~~Arthur ~~required~~Roy by- ~~Item~~President, ~~601~~Secretary, Treasurer, CEO and Chairman of ~~Regulation~~the ~~S-K~~Board of Directors

Exhibit Number			Description
31.1			Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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.

Mr. Roy has been President, Secretary, Treasurer, CEO and Chairman of the Board of Directors of the Company since July 31, 2013. He has 28 years experience in commercial and residential real estate investment, acquisitions and development. He started as licensed real estate agent for Hartley Realty Group and continued as a marketing representative for American Real Estate Group. He continued as project manager for Gateway Homes, Inc. focused on financing and building homes.  In 1995 he formed G. H. Riley Homes, Inc. and in 2000 he formed Owner-Builder Systems, Inc., both located in Houston, Texas. These entities completed homes and developments valued in excess of $23 million dollars since their inception. In the last ten years his activities have expanded to include small cap investments and raising capital for oil & gas transactions, including the acquisition and redevelopment of distressed properties. Mr. Roy is currently serving as elected president and director of Fort Bend Municipal Utility District # 19. Mr. Roy received a BBA degree in Marketing from The University of Texas, Austin.

4845

~~SIGNATURES~~Richard C. Webb--Director

InMr. ~~accordance~~Webb ~~with~~has ~~Section~~been 13a orDirector ~~15(d)~~ of the ~~Securities~~Company ~~Exchange~~since ~~Act~~February 2013. Mr. Webb is presently Managing Director of Sequence Financial Specialists, LLC, a FINRA member. Previously, he had been Managing Director, and was a founding partner of AWDB Capital, LLC, Investment Bankers. He has an extensive background in the ~~registrant~~Houston, ~~caused~~Texas ~~this~~investment ~~report~~and banking communities. He founded AWDB Capital, LLC, in January, 2005. Prior to bethe ~~signed~~creation onof ~~its~~AWDB ~~behalf~~Capital, byhe was the ~~undersigned~~Vice-Chairman of Sanders Morris Harris (SMH) in Houston, ~~thereunto~~Texas. ~~duly~~SMH ~~authorized~~was the result of a merger between Harris Webb & Garrison and Sanders Morris Munday in 1999. Mr. Webb holds licenses with FINRA including being a Registered Securities & Options Principal and Investment Banker. He received a BBA in Finance from the University of Texas and has completed the Wharton Institute of Investment Banking in Philadelphia, Pennsylvania. Mr. Webb currently holds directorships with Bellville General Hospital Foundation and the Houston Museum of Natural Science.

	LIBERTY ENERGY CORP.
Date: November 21, 2013	/s/ Arthur Roy
	Arthur Roy
	President, Secretary, Treasurer and Chairman of the Board of Directors (Principal Executive Officer)
Date: November 21, 2013	/s/ Armando Rafael Buchanan
	Armando Rafael Buchanan
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Robert Steven Williamson—Chief Operating Officer

~~Pursuant~~Mr. toWilliamson ~~the~~has ~~requirements~~been Chief Operating Officer of the ~~Securities~~Company ~~Exchange~~since ~~Act~~October 2013. Mr. Williamson received his honorable discharge from the U.S. Navy in 1974 and began his oil and gas career with Petty – Ray Geophysical acquiring and processing geophysical data for evaluation and later with Exxon Company U.S.A. During the late 80′s and early 90′s he was a Principal of ~~1934~~Petroleum Listing Service, a major oil and gas acquisition and divestiture company. Through this ~~report~~company, ~~has~~he ~~been~~was ~~signed~~a ~~below~~part byof ~~the~~a ~~following~~team ~~persons~~of onprofessionals ~~behalf~~that provided land, legal, geological, engineering and marketing services to oil and gas companies resulting in over one billion dollars of transactions. Currently Mr. Williamson is the ~~registrant~~President of Domestic Energy Development, where he manages a team of professionals consisting of land, engineers and geologists with a proven track record of finding and producing oil and gas. Mr. Williamson has over 20 years operating experience in the ~~capacities~~state of Texas and onparticipated in the ~~dates~~development ~~indicated~~of wells in Louisiana, Kentucky, Tennessee and Oklahoma.

Signature	Title	Date
/s/ Arthur Roy	President, Secretary, Treasurer and Chairman of the Board of Directors	Date: November 21, 2013
Arthur Roy
/s/ Armando Rafael Buchanan	Chief Financial Officer	Date: November 21, 2013
Armando Rafael Buchanan
/s/ Richard C. Webb	Director	Date: November 21, 2013
Richard C. Webb

Armando Rafael Buchanan—Chief Financial Officer

49Mr. Buchanan has been Chief Financial Officer of the Company since November 2013. He is a seasoned financial executive with nearly 14 years combined experience in Corporate Finance, Oil & Gas Accounting, Investment Management, and Business Development. He has a diverse professional background inclusive of Upstream Energy Operations, Public Securities, and Information Technology Management.

Mr. Buchanan is also serving as Chief Financial Officer for Eagle Ford Oil Co., Inc. a Houston based Oil & Gas operating company. Eagle Ford’s operations are primarily focused in the Eagle Ford Shale trend, with shallow production in the Luling Branyon and Salt Flat Fields. His duties there include policy making and governance of the company’s financial activities. In addition he has direct operations oversight responsibility. His efforts have brought continuous improvement to field cost control, resource planning, and executive reporting.

Mr. Buchanan has served in the office of Vice President of Investments with JP Morgan Chase and as a Wealth Manager at UBS. Mr. Buchanan held several consulting executive positions as a project manager for Buchanan Ventures, Inc. In that role he served as interim CFO for Environmental Packaging Technologies, a global manufacturer of disposable tanks used in food, oil, and mineral transportation. He also acted as Vice President for Fortune Exploration an Upstream Exploration company.

Mr. Buchanan is a graduate of the University of Houston, Bauer College of Business class of 2002 with a Bachelor’s of Business Administration in Entrepreneurship & Finance from the

renowned Wolff Center for Entrepreneurship which is nationally ranked by the Princeton Review.

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

· Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

· Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;

· Compliance with applicable governmental laws, rules and regulations;

· The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and

· Accountability for adherence to the Code.

FAMILY RELATIONSHIPS

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2014, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Arthur Roy (officer and director), Richard C. Webb (director), Robert Steven Williamson (officer), Armando Rafael Buchanan (officer) and Langold Enterprises (10% holder) have not timely filed Form 3 –Initial Statement of Beneficial Ownership of Securities. It is anticipated that these reports will be filed in the near term.

BOARD AND COMMITTEE MEETINGS

Our board of directors held several telephonic meetings during the year ended July 31, 2014. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our company currently does not have standing nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

DIRECTOR INDEPENDENCE

None of our directors are deemed independent. Our directors also hold positions as officers.

AUDIT COMMITTEE

Currently our audit committee consists of our entire board of directors. During the next six to twelve months, we hope to establish a formal audit committee, which will be responsible for: (1) selecting and overseeing our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the independent accountant and any outside advisors engaged by the audit committee. We will adopt an audit committee charter when we establish the audit committee.

AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nomination, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

ITEM 11. EXECUTIVE COMPENSATION

The following table reflects the compensation paid to the following persons:

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2014 and 2013; and

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2014 and 2013, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa-tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa-tion ($)	Total ($)
Ian Spowart, President, Chief Executive Officer and Director⁽¹⁾	2013	72,000	nil	nil	nil	nil	nil	nil	72,000
Arthur Roy, President, Chief Executive Officer and Director⁽²⁾	2014	15,000	nil	$30,000	nil	nil	nil	nil	$45,000
Daniel Martinez-Atkinson, Chief Financial Officer, Treasurer, Secretary and Director⁽³⁾	2013	10,500	nil	nil	nil	nil	nil	nil	10,500
Miles Bender, Chief Executive Officer and Director⁽⁴⁾	2013	nil	nil	55,000	nil	nil	nil	nil	55,000
William Jones, Chief Operating Officer⁽⁵⁾	2013	nil	nil	55,000	nil	nil	nil	nil	55,000
Robert Steven Williamson, Chief Operating Officer⁽⁶⁾	2014	nil	nil	$20,000	nil	nil	nil	nil	20,000
Armando Rafael Buchanan, Chief Financial Officer⁽⁷⁾	2014	nil	nil	$20,000	nil	nil	nil	nil	20,000
Richard C. Webb, Director⁽⁸⁾	2013 2014	Nil 21,300	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil 21,300

(1) Mr. Spowart was appointed as the President, Chief Executive Officer and a director of our company on September 8, 2009. He was appointed as Secretary, Treasurer and Chief Financial Officer on February 19, 2013. He stepped down as Chief Financial Officer and Treasurer on March 27, 2013. He resigned from all remaining positions on May 1, 2013.

(2) Mr. Roy was appointed President, Secretary, Treasurer, CEO and Chairman of the Board of Directors of the Company on July 31, 2013.

(3) Mr. Martinez-Atkinson was appointed the President, Chief Executive Officer, Treasurer, Secretary and a director of our company on June 6, 2006. Mr. Martinez-Atkinson resigned as our President and Chief Executive Officer on September 8, 2009. He resigned from his remaining positions on February 19, 2013.

(4) Mr. Bender was appointed Chief Executive Officer, President, Secretary and Chairman of the Board of Directors on May 1, 2013. He resigned from all positions on July 31, 2013.

(5) Mr. Jones was appointed Chief Operating Officer on May 1, 2013. He resigned from all positions on July 31, 2013.

(6) Mr. Williamson was appointed Chief Operating Officer of the Company in October 2013.

(7) Mr. Buchanan was appointed Chief Financial Officer of the Company in November 2013.

(8) Mr. Webb has been a director of the Company since February 2013.

Other than as disclosed below, there are no compensatory plans or arrangements with respect to our executive officers resulting from their resignation, retirement or other termination of employment or from a change of control.

Our company had entered into Consulting Agreements with Daniel Martinez-Atkinson and Ian Spowart on an ongoing basis, dated February 12, 2010, and effective as of February 1, 2010, whereby our company agreed to retain Daniel Martinez-Atkinson to the position of Chief Financial Officer and Ian Spowart to the position of Chief Executive Officer of our company, subject to termination on 30 days notice. As compensation, the agreements provided for monthly payments of US$5,000 to Daniel Martinez-Atkinson and US$6,500 to Ian Spowart. On July 1, 2011 the directors thought it to be in the best interest of the Company to enter into an Amended Consulting Agreement with Daniel Martinez-Atkinson to increase the consulting fee to $5,500 from July 1, 2011. On June 1, 2012 the directors thought it to be in the best interest of the Company to enter into an Amended Consulting Agreement with Ian Spowart to decrease the consulting fee to $3,500 from June 1, 2012. The contracts were both cancelled by mutual agreement on May 31, 2013.

On August 1, 2013, the Company agreed to issue an aggregate of 1,500,000 shares of common stock to Arthur Roy as compensation for his services as President, Secretary, Treasurer Chief Executive Officer and Chairman of the Board and 1,000,000 shares of common stock to each of Armando Rafael Buchanan and Robert Steven Williamson, the Chief Financial officer and Chief Operating Officer, respectively. It was further agreed that all stock grants would vest in equal monthly installments over a twelve-month period and that the recipients would have the option of deferring all or any portion of said compensation.

GRANTS OF PLAN-BASED AWARDS

There were no equity or non-equity awards granted to the named executive officers during the year ended July 31, 2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no unexercised options, stock that has not vested or equity incentive plan awards for our named executive officers as at July 31, 2014.

OPTION EXERCISES

During our Fiscal year ended July 31, 2014 there were no options exercised by our named officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

We do not have any outstanding equity awards.

STOCK OPTIONS/SAR GRANTS

During the period from inception (June 6, 2006) to July 31, 2014, we did not grant any stock options to our executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

There were no options exercised during our fiscal year ended July 31, 2014 or July 31, 2013 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended July 31, 2014.

COMPENSATION OF DIRECTORS

On June 11, 2014, the Company’s Board of Directors approved compensation to the Company’s sole independent director, Richard Webb as follows: (a) $6,300 cash payable on May 1, 2014 for services provided as a director of the Company through May 1, 2014 and (b) additional compensation as an independent director of the Company at a rate of $15,000 per fiscal year, payable in two (2) semi-annual installments of $7,500 each on February 1 and May 1 of each year. The same compensation was thereafter agreed for non-independent directors. The fees are payable in cash or in shares of the Company’s Common Stock, at the option of the Company. On November 5, 2014, each of Messrs. Roy and Webb elected to receive 1,500,000 shares of Company common stock valued at $0.01 per share for accrued director fees accrued during the fiscal year ended July 31, 2014 in the amount of $15,000 due to each such director.

We also reimburse our directors for expenses incurred in connection with attending board meetings. In addition, our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

None.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 9, 2015, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated:


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Arthur Roy (officer and director) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	3,000,000(2)	3.04%
Richard C. Webb (director) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	1,500,000 (2)	1.52%
Robert Steven Williamson (officer) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	1,000,000	1.01%
Armando Buchanan (officer) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	1,000,000	1.01%
Langold Enterprises Limited Dekk House, Rue de Zippora, Providence Mahe Sechelles	24,806,103	25.15%
Ian Spowart 34 Hampton Road, Town Moor Doncaster, UK, DN2 5DG,	15,400,000	15.61%
Daniel Martinez-Atkinson Mill House, Thornton Le Clay, York, UK YO60 7TJ	15,000,000	15.21%
Directors and Executive Officers as a Group (4 persons)	6,500,000	6.59%

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for

example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 9, 2015. As of April 9, 2015, there were 102,129,346 shares of our company’s common stock issued and outstanding.

(2) In November 2014, each of Messrs. Roy and Webb agreed to accept 1,500,000 shares of Company Common Stock in lieu of $15,000 cash amounts due to each person on account of director fees for the fiscal year ended July 31, 2014. These shares are reflected in this table.

CHANGES IN CONTROL

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Buchanan Ventures, Inc.

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 Company’s discretion. As of July 31, 2014, Company had accrued $56,250 due on account of the Contractor Agreement. 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 July 31, 2014, no part of the consideration payable on account of either of the agreements has been earned. Mr. Buchanan is the brother of Armando Rafael Buchanan, the Company’s Chief Financial Officer.

BEP Operating, LLC.

In connection with the Baylor County Leases acquired by the Company, on May 30, 2014, the Company entered into an Operating Agreement with BEP Operating, LLC as the successor operator of the properties described in the Baylor County Leases. Pursuant to this agreement, BEP Operating, LLC will hold the license to operate these leases. BEP Operating, LLC is licensed by the Texas Railroad Commission and is bonded to undertake these operations. The Company anticipates that in the future when it has satisfied all requirements of the Texas Railroad Commission and is duly bonded, it will directly operate these leases. The Operating Agreement calls for the Company to reimburse all of BEP Operating, LLC’s operating expenses incurred in connection with the work and to pay an additional amount on account of the operator’s overhead. BEP Operating, LLC is controlled by Carlos E. Buchanan II, the brother of Armando Rafael Buchanan, the Company’s Chief Financial Officer.

Delta S Energy LLC, which has entered into a farm-in agreement with the Company, and Delta S Ventures, LP, which is an investor in the Company, are related parties.

Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and officers.

DIRECTOR INDEPENDENCE

We currently act with two (2) directors. We have determined that none of our directors is an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15). Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

Our board of directors has determined that it does not have a member of its audit committee who qualifies as an "audit committee financial expert" as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended July 31, 2014 and for fiscal year ended July 31, 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	Year Ended July 31
	2014 ($)	2013 ($)
Audit Fees	15,190	18,000
Audit Related Fees	-	-
Tax Fees	-	-
All Other Fees	14,200	9,000
Total	29,390	27,000

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered. Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits required by Item 601 of Regulation S-K


Exhibit Number	Description
31.1	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	LIBERTY ENERGY CORP.
Date: April 10, 2015	/s/ Arthur Roy
	Arthur Roy
	President, Secretary, Treasurer and Chairman of the Board of Directors (Principal Executive Officer)


Date: April 10, 2015	/s/ Armando Rafael Buchanan
	Armando Rafael Buchanan
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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


Signature	Title	Date

/s/ Arthur Roy	President, Secretary, Treasurer and Chairman of the Board of Directors	Date: April 10, 2015
Arthur Roy



/s/ Armando Rafael Buchanan	Chief Financial Officer	Date: April 10, 2015
Armando Rafael Buchanan
/s/ Richard C. Webb	Director	Date: April 10, 2015
Richard C. Webb

Filing Compare · LIBERTY ENERGY CORP.