Liberty Energy 10Q 2012 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


[X]	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended April 30, 2012.

[ ]	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______ to _______.

000-54596

(Commission file number)

[lbye10q_043012apg001.jpg]

LIBERTY ENERGY CORP.

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


Nevada	205024859	713.353.4700
(State or other jurisdiction	(IRS Employer	(Registrant’s telephone number)
of incorporation or organization)	Identification No.)

Two Allen Center, Suite 1600, 1200 Smith Street, Houston, TX

(Address of principal executive offices)

N/A

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [ ] NO


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
88,527,224 common shares issued and outstanding as of June 14, 2012.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and nine month period ended April 30, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.


LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Balance Sheet


ASSETS

			As of		As of
			April 30,		July 31,
			2012		2011
			(Unaudited)

	Current Assets
	Cash	$	600	$	154,557

	Total Current Assets		600		154,557

	Oil and Gas Properties, full cost method
	Costs not subject to amortization		4,056,450		793,910
	Allowance for impairment		(3,512)		(3,512)

	Oil and Gas Properties, net		4,052,938		790,398

	Total Assets	$	4,053,538	$	944,955

	Current Liabilities
	Accounts Payable		36,550		155,673
	Loan Payable - related party		-		25,000

	Total Current Liabilities		36,550		180,673

	Long Term Liabilities
	Asset Retirement Obligations		56,328		56,328

	Total Long Term Liabilities		56,328		56,328

	Stockholders' Equity

	Common stock, $0.001 par value, 150,000,000 shares
	authorized; 88,119,866 and 62,064,677 shares issued
	and outstanding as of April 30, 2012 and
	July 31, 2011, respectively		88,120		62,064
	Additional paid-in capital		4,571,366		1,128,936
	Deficit accumulated during exploration stage		(698,826)		(483,046)

	Total Stockholders' Equity		3,960,660		707,954

	TOTAL LIABILITIES &
	STOCKHOLDERS' EQUITY	$	4,053,538	$	944,955

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


LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statement of Operations
(Unaudited)

				Three								June 6, 2006
				Months		Three Months		Nine Months		Nine Months		(inception)
				Ended		Ended		Ended		Ended		through
				April 30,		April 30,		April 30,		April 30,		April 30,
				2012		2011		2012		2011		2012
	Revenues
		Revenues	$	-	$	15,403	$	-	$	15,403	$	26,778

	Operating Costs

		Operating Costs		7,573		5,535		20,453		10,514		36,487
		Impairment Expense		-		-				-		3,512
	Gross Profit			(7,573)		9,868		(20,453)		4,889		(13,221)

	General & Administrative Expenses
		Professional Fees		13,366		10,562		32,966		21,626		102,744
		General & Administrative		63,374		89,668		162,361		239,755		582,861
	Total General & Administrative Expenses			(76,740)		(100,230)		(195,327)		(261,381)		(685,605)

	Net Income (Loss)		$	(84,313)	$	(90,362)	$	(215,780)	$	(256,492)	$	(698,826)

	Basic earnings per share		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	0.00

	Weighted average number of
	common shares outstanding			81,959,072		61,079,103		62,719,566		61,079,103

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


LIBERTY ENERGY CORP. (An Exploration Stage Company)
Statement of Cash Flows (Unaudited)
							June 6, 2006
			Nine Months		Nine Months		(inception)
			Ended		Ended		through
			April 30,		April 30,		April 30,
			2012		2011		2012
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(215,780)	$	(256,492)	$	(698,826)
	Adjustments to reconcile net loss to net cash
	provided by (used in) operating activities:
	Impairment Expense		-		3,512		3,512
	Other		-
	Changes in operating assets and liabilities:
	Accounts Receivable				342		-
	Deposit		-		1,250		-
	Accounts Payable		(108,177)		(196,279)		47,495

	*Net cash (used in) operating activities*		(323,957)		(447,667)		(647,819)

	CASH FLOWS FROM INVESTING ACTIVITIES
	Addition of Oil and Gas Properties		-		(127,059)		(737,581)

	*Net cash (used in) investing activities*		-		(127,059)		(737,581)

	CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock		170,000		599,975		1,386,000

	*Net cash provided by financing activities*		170,000		599,975		1,386,000

	*Net increase (decrease) in cash*		(153,957)		25,249		600

	*Cash at beginning of period*		154,557		75,764		-

	*Cash at end of period*	$	600	$	101,013	$	600

	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Non Cash Activity
	Related party shares issued		25,000				25,000
	Discount given on purchase of O&G property		10,946				10,946
	Leases acquired through issuance of stock		3,273,486				3,273,486
	ARO assets			$	-		56,328
	Reversal of Oil and Gas Assets through Notes				-		(300,000)
	Total Non Cash Activity	$	3,309,432	$	-		3,065,760

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

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Liberty Energy Corp. (f/k/a DMA Minerals Inc., the “Company”) was incorporated on June 6, 2006 under the laws of the State of Nevada. The Company is currently an exploration stage company under the provisions of Accounting Standards Codification (ASC) No. 915, Development Stage Entities. Since inception, the Company has produced almost no revenues and will continue to report as an exploration stage company until significant revenues are produced. The Company’s principal activity is the exploration and development of oil and gas properties. Properties are located in the United States of America and Bulgaria.

The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within the United States. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact the Company’s ability to execute its business plan.

The results of operations for the nine months ended April 30, 2012, are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – GOING CONCERN

The financial statements of the Company have been prepared assuming that future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s present revenues are insufficient to meet operating expenses. Continuing as a going concern, the Company contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses since its inception and requires capital for its future operational activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition to profitable operations is necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Recent Accounting Pronouncements

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

Use of Estimates

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

Net Loss per Share

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

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

Oil and Gas Properties

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

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.

Asset Retirement Obligation

The Company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in proved oil and gas properties within the Company’s balance sheets.

The Company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability, if any, will be allocated to operating expense using a systematic and rational method.

Revenue and Cost Recognition

The Company uses the sales method of accounting for natural gas and oil revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes to which the Company is entitled based on our interest in the properties. Costs associated with production are expensed in the period incurred.

Reclassification

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

Income Taxes

The Company accounts for its income taxes in accordance with ASC No. 740, "Income Taxes". Under Statement 740, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations.

Fair Value of Financial Instruments

ASC No. 825-50-10-1, "Financial Instruments – Overall Disclosure", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and account payable which due to their short term nature approximate fair value.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

NOTE 4 - UNEVALUATED OIL AND GAS PROPERTIES

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).

Ratliff Lease

The Ratliff Lease in Jackson County, Texas currently has four wells on it, and has spacing to drill another well. The Company will conduct geological studies to ascertain the risk and worth of such expenditure. The Company is also interested in the redevelopment of the four existing wells. Three of the wells are expected to be viable for economic production of oil and gas, and the 4th is also permitted to facilitate a commercial disposal facility.

Lockhart Northeast Project

Lockhart Northeast Project in Caldwell County, Texas (two leases) consists of four land tracts containing eight wells, spread over roughly 848 acres. Five of the wells are re-entry wells, and there are three shut in wells. With the amount of acreage held, the operator has informed the Company that we are able to space a further 282 new wells.

The Anton Lease, which makes up one of the above mentioned tracts contained 1 shut-in well. The Company allowed this lease to lapse on January 9, 2011. It was determined by our company, after discussions with their operators, geologists and based on historical data, that it would not be cost effective to pursue the well and therefore the lease was allowed to lapse. In connection with the lapse, $3,512 of leasehold costs were written off.

Bulgaria Project

On September 22, 2009, the Company entered into a purchase and sales agreement with William C. Athens, of Tulsa, Oklahoma. The Company agreed to acquire a total of 1/16^th of 1% of 8/8ths ORRI (overriding royalty interest) in the A-Lovech exploration block in Bulgaria for a total price of $400,000. The payments and assignments were payable in four separate $100,000 closings to take place approximately 30 days apart, from the date of execution of the agreement.

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

Langold Acquisition

On February 22, 2012, the Company entered into and closed a lease acquisition agreement with Langold Enterprises Limited pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to the Company are three year leases to the following properties:

A 100% working interest in 2 separate properties equaling approximately 300 acres of exploration property located in Bastrop Town Tract, Abstract No. 11, Bastrop County, TX and the T. J. Hardeman Survey A 203, in Bastrop County, Texas.

A 100% working interest in 5 separate properties equaling approximately 622 acres of exploration property located in Sampson Connell Survey, A-63, Caldwell County, TX, the G. W. James Survey, Caldwell County, TX, the Jasper Gilbert Survey, Caldwell County, TX and the A100 Evans, Wistar, Caldwell County, TX.

A 100% working interest in 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.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

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.

In consideration for the above leases the Company issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal to the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties. In relation to the acquisition of these leases, $3.3 million was capitalized as oil and gas properties based upon the fair value of the stock consideration granted. These shares were issued without a prospectus, in reliance on exemptions from registration found in Regulation S of the Securities Act of 1933, as amended.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of April 30, 2012.

NOTE 6 – RELATED PARTY TRANSACTIONS

On October 27, 2011, Management agreed to forgive debt outstanding to Ian A. Spowart totalling $25,000, which has been recorded as contributed capital.

Daniel Martinez-Atkinson and Ian A. Spowart, the officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 7 – STOCK TRANSACTIONS

On July 19, 2010, the Company entered into a stock and warrant purchase agreement with Asia-Pacific Capital Ltd. Pursuant to which the investor agreed to lend up to $4,000,000 to the Company in multiple installments in exchange for units of the Company at unit price. The unit price means a price equal to the higher of either $ 0.50, or 90% of the volume-weighted average of the closing price of common stock, for the five days immediately preceding the date of receipt of notice from the Company for the advance of funds from Asia-Pacific Capital Ltd (see amendment to unit price below). Each unit shall consist of one share (restricted) of the common stock of the Company and one and a half share purchase warrant. Each warrant shall entitle Asia-Pacific Capital Ltd. to purchase one additional share of common stock, at an exercise price equal to 125% of the unit price at which the unit containing the warrant being exercised was issued, for a period of three (3) years from the date such warrant is issued.

On March 8, 2011, the Company entered into a letter agreement to amend the share issuance agreement entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to the Company and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing the Company with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of April 30, 2012 the Company has issued a total of 3,489,431 shares to Asia-Pacific for a total cash amount of $1,020,000 under the terms of the above mentioned agreement.

On September 27, 2011 the Company issued a total of 50,000 shares of common stock to a private investor for cash in the amount of $0.50 per share for a total of $25,000.

On November 23, 2011, the Company amended the share issuance agreement to modify the share issuance agreement originally entered into with Asia-Pacific Capital Ltd. on July 19, 2010. The parties have agreed to amend the pricing mechanisms (the “Unit Price”) within the original agreement. The definition of the Unit Price in of the original agreement is deleted and replaced with the following:

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

“UNIT PRICE” means a price equal to 95% of the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the date of the Notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share.

Excluding the modifications to the Unit Price, the original agreement remains in full force and effect.

On November 28, 2011 the Company issued a total of 830,722 shares of common stock to Asia-Pacific for cash in the amount of $0.05 per share for a total of $45,000.

On January 24, 2012 the Company issued a total of 417,986 shares of common stock to Asia-Pacific for cash in the amount of $0.06 per share for a total of $25,000.

On February 15, 2012 the Company issued a total of 200,011 shares of common stock to Asia-Pacific for cash in the amount of $0.12 per share for a total of $25,000.

On February 22, 2012, the Company entered into and closed a lease acquisition agreement with Langold Enterprises Limited pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. In consideration for the above leases the Company issued 24,155,435 restricted shares of its common stock to Langold, a non-US shareholder. The restricted shares were valued equal to the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties. These shares were issued without a prospectus, in reliance on exemptions from registration found in Regulation S of the Securities Act of 1933, as amended.

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. As compensation, our company has agreed to pay cash remuneration to Mr. Gawith for these services pursuant to invoices to be rendered on a monthly basis by Mr. Gawith. Mr. Gawith will be paid at a rate of US $500 per day, pro-rated for the amount of time spent on our company’s business during each day and share remuneration of 25,000 shares on a quarterly basis during the term of the agreement. On June 11, 2012, 25,000 shares were issued for the services provided for the three months.

On March 21, 2012 the Company issued a total of 401,035 shares of common stock to a private investor for cash in the amount of $0.12 per share for a total of $50,000.

As of April 30, 2012 and as part of the agreement with its main investor, Asia-Pacific Capital Ltd., the Company issued 5,236,473 warrants along with the common stock issued to them. The warrants issued have an exercise price of 125% of the unit price at which the unit containing the warrant being exercised was issued. All warrants are fully vested at the date of grant. The warrants have a term of three years and have an average remaining contractual life of 2.02 years as of April 30, 2012. As of April 30, 2012 no warrants had been exercised.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that the following were certain reportable subsequent events to be disclosed as follows:

On May 22, 2012 the Company submitted a draw down request toAsia-Pacific Capital Ltd. of $35,000. However, the Company has not received the funds as of the report date. In connection to such the Company issued 382,404 units consisting of (i) one share of the Company’s common stock and (ii) one and a half share purchase warrant that entitles the Asia-Pacific Capital Ltd. to purchase one additional share of common stock exercisable at 125% of the unit per share expiring three (3) years from the date such warrant is issued.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2012

On May 23, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc. Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note in the aggregate principal amount of $42,500, convertible into shares of common stock of the Company at a conversion price set at 58% of the average closing prices for the lowest three trading prices for the common stock during the ten trading days immediately preceding the conversion date The convertible note, issued on May 21, 2012, is due on February 25, 2013 at an interest rate of 8% per annum.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” refer to Liberty Energy Corp., unless otherwise indicated.

General Overview

We are an exploration stage company with nominal revenues and a limited operating history.

Our company was incorporated in the State of Nevada on June 6, 2006 under the name “DMA Minerals Inc.” to engage in the acquisition, exploration and development of natural resource properties. Our principal executive offices are located at Two Allen Center, Suite 1600, 1200 Smith Street, Houston, TX 77002. The U.S. telephone and fax numbers are (713) 353-4700 and (713) 353-4701 respectively.

On June 11, 2008, we effected a 25 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased to 1,875,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,400,000 shares of common stock to 60,000,000 shares of common stock. Effective June 11, 2008, as approved by our board of directors and a majority of our shareholders, we reduced our authorized capital from 1,875,000,000 shares of common stock to 150,000,000 shares of common stock. Also effective June 11, 2008, we have changed our name from “DMA Minerals Inc.” to “Liberty Energy Corp.”. The change of name was approved by our directors and a majority of our shareholders.

Our stock is listed on the OTC Bulletin Board under the symbol "LBYE", and active trading of the stock began on March 15, 2010.

Our Current Business

We are an oil and gas exploration company with interests in properties in Bulgaria and Texas.

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

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

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 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).

In concurrence with these agreements, we changed management, entered the oil and gas business, and ceased all activity in our former business of mineral exploration. Our focus is now on the exploration, acquisition, development, production and sale of crude oil and natural gas. We are qualified to do business in the State of Texas under the name “Liberty Energy Corp.”. We have not undergone bankruptcy, receivership, or any similar proceeding.

The Ratliff Lease in Jackson County, Texas, currently has four wells, and has spacing to drill another well. Our company will conduct geological studies to ascertain the risk and worth of such expenditure. Our company is also interested in the redevelopment of the four existing wells. Three of the wells are expected to be viable for economic production of oil and gas and the fourth is also permitted to facilitate a commercial disposal facility. The three wells expected to produce oil and gas and the disposal well require various work to be completed.

Lockhart Northeast Project in Caldwell County, Texas (two leases), consists of four land tracts containing eight wells spread over roughly 848 acres. Five of the wells are re-entry wells and there are three shut-in wells. With the amount of acreage held, the operator has informed our company that we are able to space a further 282 new wells.

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

On March 8, 2011, we entered into a letter agreement to amend the share issuance agreement we entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 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 April 30, 2012 our company has issued a total of 3,689,431 shares to Asia-Pacific for a total cash amount of $1,045,000 under the terms of the above mentioned agreement.

On November 23, 2011, we entered into an amending agreement to the share issuance agreement to modify the share issuance agreement originally entered into with Asia-Pacific Capital Ltd. on July 19, 2010. The parties have agreed to amend the pricing mechanisms of the unit price within the original agreement. Accordingly, the unit price has been amended to mean a price equal

95% of the volume weighted average of the closing price of common stock for the 10 banking days immediately preceding the date of the advance notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share.

On February 22, 2012, we entered into and closed a lease acquisition agreement with Langold Enterprises Limited pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to our company are three-year leases to the following properties:

A 100% working interest in a property equaling approximately 112 acres of exploration property located in the N. W. 1/4 of Section 24, Block 2, H & C. R. R. Co., Survey, Eastland County, TX.

In consideration for the above leases our 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 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. These shares were issued without a prospectus, in reliance on exemptions from registration found in Regulation S of the Securities Act of 1933, as amended.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended April 30, 2012 which are included herein.

Three and nine month periods ending April 30, 2012 and 2011 and from June 6, 2006 (inception) to April 30, 2012


		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			June 6, 2006 (Inception) through April 30, 2012


		April 30, 2012			April 30, 2011			April 30, 2012			April, 30 2011
Revenues	$	Nil		$	15,403		$	Nil		$	15,403		$	26,778
Expenses	$	(76,740	)	$	(100,230	)	$	(195,327	)	$	(261,381	)	$	(685,605	)
Net Loss	$	(84,313	)	$	(90,362	)	$	(215,780	)	$	(256,492	)	$	(698,826	)

Expenses

Our total expenses for the three and nine month periods ended April 30, 2012 and 2011 and June 6, 2006 (inception) to April 30, 2012 are outlined in the table below:


		Three		Three		Nine		Nine		June 6, 2006
		Months		Months		Months		Months		(Inception)
		Ended		Ended		Ended		Ended		through
		April 30,		April 30,		April 30,		April 30,		April 30,
		2012		2011		2012		2011		2012
Operating Costs	$	7,573	$	5,535	$	20,453	$	10,514	$	36,487
Impairment Expense	$	0	$	0	$	0	$	0	$	3,512
Professional fees	$	13,366	$	10,562	$	32,966	$	21,626	$	102,744
General and administrative	$	63,374	$	89,668	$	162,361	$	239,755	$	582,861

Total expenses for the three and nine months ended April 30, 2012, decreased by $21,452 and $56,114, respectively, as compared to the three and nine months ended April, 2011. The decrease was primarily as a result of a decrease in professional and general and administrative expenses.

Equity Compensation

We currently do not have any stock option or equity compensation plans or arrangements.

Liquidity and Financial Condition


Working Capital
		At April 30,			At July 31,		Percentage
		2012			2011		Increase/Decrease
Current Assets	$	600		$	154,557		100%
Current Liabilities	$	36,550		$	180,673		80%
Negative Working Capital	$	(35,950	)	$	(26,116	)	38%


Cash Flows		Nine Months			Nine Months
		Ended			Ended
		April 30,			April 30,
		2012			2011
Net Cash (Used in) Operating Activities	$	(323,957	)	$	(447,667	)
Net Cash (Used In) Investing Activities	$	0		$	(127,059	)
Net Cash Provided by Financing Activities	$	170,000		$	599,975
Net Increase (Decrease) In Cash During The Period	$	(153,957	)	$	25,249

Changes in cash flows reflect a decrease in accounts payable, no current capital outlays this fiscal year and a decrease in the amount of capital raised.

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

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

Basis of Presentation

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Use of Estimates

Net Loss per Share

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

Oil and Gas Properties

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

Asset Retirement Obligation

Our company accounts for its future asset retirement obligations by recording the fair value of the liability during the period in which it was incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. The increase in carrying value of a property associated with the capitalization of an asset retirement cost is included in proved oil and gas properties within our company’s balance sheets.

Our company’s asset retirement obligation consists of costs related to the plugging of wells, removal of facilities and equipment and site restoration on its oil and gas properties and gathering assets. The asset retirement liability, if any, will be allocated to operating expense using a systematic and rational method.

Revenue and Cost Recognition

Our company uses the sales method of accounting for natural gas and oil revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes to which our company is entitled based on our interest in the properties. Costs associated with production are expensed in the period incurred.

Reclassification

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

Income Taxes

Our company accounts for its income taxes in accordance with ASC No. 740, "Income Taxes". Under Statement 740, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that our company will not realize the tax assets through future operations.

Fair Value of Financial Instruments

ASC No. 825-50-10-1, "Financial Instruments – Overall Disclosure", requires our company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. Our company's financial instruments consist primarily of cash and account payable which due to their short term nature approximate fair value.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended April 30, 2012 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

On February 15, 2012 we issued a total of 200,011 shares of common stock to a private investor for cash in the amount of $0.12 per share for a total of $25,000. We have issued all of these shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.

On February 22, 2012, we issued 24,155,435 restricted shares of our common stock to one non-USperson (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.

On March 21, 2012 we issued a total of 401,035 shares of common stock to a private investor for cash in the amount of $0.12 per share for a total of $50,000. We have issued all of these shares to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.

On April 30, 2012, we issued 5,234,146 warrants to our main investor in relation to our share issuance agreement, as amended. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant and are exercisable for a term of three years. We have issued all of these securities to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.

On June 11, 2012, we issued 25,000 restricted shares of our common stock pursuant to the terms of a consulting agreement to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933) relying on Regulation S of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit No.	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).
3.2	By-laws (Incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).
3.3	Certificate of Change with respect to the forward stock split (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).
3.4	Certificate of Amendment with respect to the change of name (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).
3.5	Certificate of Change with respect to the reduction of authorized capital (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).
(10)	Material Contracts
10.1	Consulting Agreement between our company and Daniel Martinez-Atkinson dated February 11, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on February 16, 2010).
10.2	Consulting Agreement between our company and Ian Spowart, dated February 11, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on February 16, 2010).
10.3	Assignment and Bill of Sale between our company and Phoenix Oil & Gas LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.4	Assignment and Bill of Sale between our company and Trius Operations LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.5	Assignment and Bill of Sale between our company and Trius Energy LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.6	Purchase and Sale Agreement between our company and William C. Athens dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.7	Share Issuance Agreement between Asia-Pacific Capital Ltd. and our company dated July 19, 2010 (Incorporated by reference from our Current Report on Form 8-K filed on August 18, 2010).
10.8	Letter Agreement to amend Share Issuance Agreement between our company and Asia-Pacific Capital Ltd. dated March 8, 2011 (Incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011).
10.9	Amending Agreement between our company and Asia-Pacific Capital Ltd. dated November 23, 2011 (Incorporated by reference from our Current Report on Form 8-K filed on November 25, 2011).
10.10	Asset Purchase Agreement between our company and Langold Enterprises Limited dated February 22, 2012 (Incorporated by reference from our Current Report on Form 8-K filed on February 24, 2012)
10.11*	Consulting Agreement between our company and Peter Gawith dated March 1, 2012.
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*	Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(32)	Section 1350 Certifications
32.1*	Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
32.2*	Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.


101**	Interactive Data File (Form 10-Q for the quarterly period ended April 30, 2012 furnished in XBRL).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith ** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	LIBERTY ENERGY CORP.
	(Registrant)


Dated: June 14, 2012	/s/ Ian A. Spowart
	Ian A. Spowart
	President, Chief Executive Officer and Director
	(Principal Executive Officer)


Dated: June 14, 2012	/s/ Daniel Martinez-Atkinson
	Daniel Martinez-Atkinson
	Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Financial Officer and Principal Accounting Officer )

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Liberty Energy (LBYE) Inactive 10-Q2012 Q3 Quarterly report

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