UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2008
Commission file number 333-138107
LIBERTY ENERGY CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 20-5024859
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Church Barn, 3 Church Lane, Barlby, Selby, England YO8 5JG
(Address of Principal Executive Offices & Zip Code)
(775) 981-9022
(Telephone Number)
DMA MINERALS INC.
(Former Name or Former Address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [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 Yes [ ] No [X]
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of October 16, 2008, the registrant had 60,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.
LIBERTY ENERGY CORP.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 6
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Securities Holders 8
Part II
Item 5. Market for Common Equity and Related Stockholder Matters 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 8. Financial Statements 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 21
Item 9A. Controls and Procedures 21
Item 9B. Other Information 23
Part III
Item 10. Directors and Executive Officers 23
Item 11. Executive Compensation 25
Item 12. Security Ownership of Certain Beneficial Owners and Management 26
Item 13. Certain Relationships and Related Transactions 27
Item 14. Principal Accounting Fees and Services 27
Part IV
Item 15. Exhibits 28
Signatures 28
2
PART I
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
ITEM 1. BUSINESS
SUMMARY
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
Liberty Energy Corp. was incorporated in the State of Nevada on June 6, 2006 as
DMA Minerals Inc. to engage in the acquisition, exploration and development of
natural resource properties. The principal executive offices are located at
Church Barn, 3 Church Lane, Barlby, Selby, England. The U.S. telephone and fax
number is (775) 981-9022.
The 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.
As a result, we are investigating several other business opportunities to
enhance shareholder value, and are focused on the oil and gas industry with the
acquisition of oil and natural gas assets both in Canada and the United States.
Subject to completing due diligence and funding sources being available if
3
required we intend to pursue business opportunities in the oil and gas business.
We may require additional funding to proceed. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to fund any work in
the oil and gas business. Our management has also been analyzing other various
alternatives available to our company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis has included
sourcing additional forms of financing to continue our business as is while
looking for other exploration targets, or mergers and/or acquisitions. At this
stage in our operations, we believe either course is acceptable, as our
operations have not been profitable and our future prospects for our business
are not good without further financing.
Cash provided by financing activities since inception through April 30, 2008 was
$66,000, $6,000 from the sale of shares to our officer and director in June 2006
and $60,000 resulting from the sale of our common stock in our initial public
offering to 26 independent investors in December 2006.
On June 11, 2008, we affected 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.
Our financial statements from inception (June 6, 2006) through the year ended
July 31, 2008 report no revenues and a net loss of $31,967.
Our stock is listed on the OTC Bulletin Board under the symbol "LBYE" but there
has been no active trading market to date.
COMPETITION
We do not compete directly with anyone for the exploration or removal of natural
resources from any property as we plan to hold all interest and rights to the
claims. Readily available commodities markets exist in the U.S. and around the
world.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our exploration plans until we are
able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
4
COMPLIANCE WITH GOVERNMENT REGULATION
Our exploration programs are subject to state and federal regulations regarding
environmental considerations in any country or state we may explore in. All
operations involving the exploration for the production of minerals or other
natural resources are subject to existing laws and regulations relating to
exploration procedures, safety precautions, employee health and safety, air
quality standards, pollution of streams and fresh water sources, odor, noise,
dust and other environmental protection controls adopted by federal, state and
local governmental authorities as well as the rights of adjoining property
owners. We may be required to prepare and present to federal, state or local
authorities data pertaining to the effect or impact that any proposed
exploration for or production of minerals may have upon the environment. All
requirements imposed by any such authorities may be costly, time consuming and
may delay commencement or continuation of exploration or production operations.
Future legislation may significantly emphasize the protection of the
environment, and, as a consequence, our activities may be more closely regulated
to further the cause of environmental protection. Such legislation, as well as
further interpretation of existing laws, may require substantial increases in
equipment and operating costs and delays, interruptions, or a termination of
operations, the extent of which cannot be predicted. Environmental problems
known to exist at this time may not be in compliance with regulations that may
come into existence in the future. This may have a substantial impact upon the
capital expenditures required of us in order to deal with such problem and could
substantially reduce earnings.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Daniel Martinez-Atkinson who currently
devotes 5-7 hours per week to company matters and he will devote as much time as
the board of directors determines is necessary to manage the affairs of the
company. There are no formal employment agreements between the company and our
current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
5
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("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. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY AND EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.
We recently completed the first phase of the exploration program on the TG
Mineral Claim, which was not successful. We are currently investigating
other exploration targets. We were incorporated on June 6, 2006 and to date
have been involved primarily in organizational activities and the
acquisition of the mineral claim. We have not earned any revenues.
Investors should be aware of the difficulties normally encountered by new
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems,
expenses, difficulties, complications and delays encountered in connection
with the exploration of the properties that we plan to undertake. These
potential problems include, but are not limited to, unanticipated problems
relating to exploration, and additional costs and expenses that may exceed
current estimates. Prior to completion of our exploration stage, we
anticipate that we will incur increased operating expenses without
realizing any revenues. We expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate
significant revenues from development and production from the claim, we
will not be able to earn profits or continue operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
WE RECENTLY COMPLETED THE FIRST PHASE OF THE EXPLORATION PROGRAM ON THE TG
MINERAL CLAIM, WHICH WAS NOT SUCCESSFUL. WE ARE INVESTIGATING NEW BUSINESS
OPPORTUNITIES WHICH MAY REQUIRE ADDITIONAL FUNDING AND WE HAVE NO PLANS ON HOW
TO RAISE THIS ADDITIONAL FUNDING.
As a result of the negative results of our exploration, we are
investigating several other business opportunities to enhance shareholder
value, and are focused on the oil and gas industry with the acquisition of
oil and natural gas assets both in Canada and the United States. We may
require additional funding to proceed. We cannot provide investors with any
assurance that we will be able to raise sufficient funds to fund any work
in the oil and gas business. Our management has also been analyzing other
various alternatives available to our company to ensure our survival and to
preserve our shareholder's investment in our common shares. This analysis
6
has included sourcing additional forms of financing to continue our
business as is while looking for other exploration targets, or mergers
and/or acquisitions. At this stage in our operations, we believe either
course is acceptable, as our operations have not been profitable and our
future prospects for our business are not good without further financing.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR LIBERTY ENERGY CORP.
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 6 of our accompanying financial statements, our lack
of operations and any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
BECAUSE MANAGEMENT HAS NO EXPERIENCE IN EXPLORATION, OUR BUSINESS HAS A HIGHER
RISK OF FAILURE.
Our management has no professional training or technical credentials in the
field of geology. As a result, he may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. His decisions
and choices may not take into account standard engineering or managerial
approaches exploration companies commonly use. Consequently our operations,
earnings and ultimate financial success may suffer irreparable harm as a
result.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Daniel Martinez-Atkinson, our sole officer and director of the company,
currently devotes approximately 5-7 hours per week providing management
services to us. While he presently possesses adequate time to attend to our
interests, it is possible that the demands on him from his other
obligations could increase, with the result that he would no longer be able
to devote sufficient time to the management of our business. This could
negatively impact our business development.
IF OUR OFFICER AND DIRECTOR RESIGNS OR DIES WITHOUT HAVING FOUND REPLACEMENTS
OUR OPERATIONS WILL BE SUSPENDED OR CEASE. IF THAT SHOULD OCCUR, YOU COULD LOSE
YOUR INVESTMENT.
We only have one officer and director. We are entirely dependent upon him
to conduct our operations. If he should resign or die there will be no one
to operate the company. If we lose the services of our officer and
director, and until we find another person to replace him, our operations
will be suspended or cease entirely. In that event it is possible you could
lose your entire investment.
ITEM 2. PROPERTIES
We do not currently own any property. We are currently utilizing space at the
residence of our president at Church Barn, 3 Church Lane, Barlby, Selby, England
YO8 5JG. We believe the current premises are sufficient for our needs at this
time.
7
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended July 31, 2008.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock was listing for trading on the Over the Counter Bulletin Board
under the symbol "LBYE". There has been no trading of our securities, and,
therefore, no high and low bid pricing. As of the date of this report we have 27
shareholders of record. We have paid no cash dividends and have no outstanding
options. We have no securities authorized for issuance under equity compensation
plans.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
8
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are an exploration stage company and have generated no revenues since
inception and have incurred $31,967 in expenses through July 31, 2008.
The following table provides selected financial data about our company for the
periods ended July 31, 2008 and 2007.
9
Balance Sheet Data: 7/31/08 7/31/07
------------------- ------- -------
Cash $ 39,033 53,146
Total assets $ 39,033 56,146
Total liabilities $ 5,000 5,000
Shareholders' equity $ 34,033 51,146
Cash provided by financing activities since inception through July 31, 2008 was
$66,000, $6,000 from the sale of shares to our officer and director in June 2006
and $60,000 resulting from the sale of our common stock in our initial public
offering to 26 independent investors in December 2006.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2008 was $39,033, with $5,000 in outstanding
liabilities consisting of a loan from our director. The loan is non-interest
bearing with no specific terms of repayment. If we experience a shortfall of
cash our director has agreed to loan us additional funds for operating expenses,
however he has no legal obligation to do so. Total expenditures over the next 12
months are expected to be approximately $30,000. We are an exploration stage
company and have generated no revenue to date.
PLAN OF OPERATION
The 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 at a cost of $4,950. 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.
As a result, we are investigating several other business opportunities to
enhance shareholder value, and are focused on the oil and gas industry with the
acquisition of oil and natural gas assets both in Canada and the United States.
Subject to completing due diligence and funding sources being available if
required we intend to pursue business opportunities in the oil and gas business.
We may require additional funding to proceed. We cannot provide investors with
any assurance that we will be able to raise sufficient funds to fund any work in
the oil and gas business. Our management has also been analyzing other various
alternatives available to our company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis has included
sourcing additional forms of financing to continue our business as is while
looking for other exploration targets, or mergers and/or acquisitions. At this
stage in our operations, we believe either course is acceptable, as our
operations have not been profitable and our future prospects for our business
are not good without further financing.
We would focus our preliminary merger/acquisition activities on potential
business opportunities with established business entities for the merger of a
target business with our company. In certain instances, a target business may
wish to become a subsidiary of our company or may wish to contribute assets to
our company rather than merge. We anticipate that any new acquisition or
business opportunities by our company will require additional financing. There
10
can be no assurance, however, that we will be able to acquire the financing
necessary to enable us to pursue our plan of operation. If our company requires
additional financing and we are unable to acquire such funds, our business may
fail.
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company and our existing business will close down. In addition,
it is likely that our officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
At this stage, we can provide no assurance that we will be able to locate
compatible business opportunities, what additional financing we will require to
complete a combination or merger with another business opportunity, or whether
the opportunity's operations will be profitable.
As of the date hereof, we have not been successful in our exploration efforts.
Historically, we have been able to raise a limited amount of capital through
private placements of our equity stock, but we are uncertain about our continued
ability to raise funds privately. Further, we believe that our company may have
more difficulties raising capital for our existing operations than for a new
business opportunity. We have not entered into any formal written agreements for
a business combination or opportunity. If any such agreement is reached, we
intend to disclose such an agreement by filing a current report on Form 8-K with
the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or
alternatively, complete a merger or acquisition, our shareholders will lose some
or all of their investment and our business will likely fail.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
11
ITEM 8. FINANCIAL STATEMENTS
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Liberty Energy, Corp.
I have audited the accompanying balance sheet of Liberty Energy, Corp. (A
Exploration Stage Company) as of July 31, 2008 and 2007, and the related
statement of operations, stockholders' equity and cash flows for the years then
ended and from June 6, 2006 (inception), to July 31, 2008. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Liberty Energy, Corp., (A
Exploration Stage Company) as of July 31, 2008 and 2007, and the results of its
operations and cash flows for the years then ended and from June 6, 2006
(inception), to July 31, 2008 in conformity with generally accepted accounting
principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 6 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 6. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart, CPA
- -----------------------------
Seattle, Washington
October 14, 2008
12
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
July 31, July 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 39,033 $ 53,146
Deposit -- 3,000
-------- --------
TOTAL CURRENT ASSETS 39,033 56,146
-------- --------
$ 39,033 $ 56,146
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Payable to a Director $ 5,000 $ 5,000
-------- --------
TOTAL CURRENT LIABILITIES 5,000 5,000
TOTAL LIABILITIES 5,000 5,000
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 150,000,000 shares
authorized; 60,000,000 shares issued and outstanding
as of July 31, 2008 and July 31, 2007 60,000 60,000
Additional paid-in capital 6,000 6,000
Deficit accumulated during exploration stage (31,967) (14,854)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 34,033 51,146
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 39,033 $ 56,146
======== ========
See Notes to Financial Statements
13
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
June 6, 2006
(inception)
Year Ended Year Ended through
July 31, July 31, July 31,
2008 2007 2008
----------- ----------- -----------
REVENUES
Revenues $ -- $ 100 $ 100
----------- ----------- -----------
TOTAL REVENUES -- 100 100
EXPENSES
Professional Fees 7,196 6,900 14,096
General & Administrative Expenses 9,917 7,439 17,970
----------- ----------- -----------
TOTAL EXPENSES 17,113 14,339 32,067
----------- ----------- -----------
NET INCOME (LOSS) $ (17,113) $ (14,239) $ (31,967)
=========== =========== ===========
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 60,000,000 49,726,027
=========== ===========
See Notes to Financial Statements
14
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From June 6, 2006 (Inception) through July 31, 2007
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JUNE 6, 2006 -- $ -- $ -- $ -- $ --
Stock issued for cash on June 6, 2006
@ $0.005 per share 30,000,000 30,000 (25,000) 5,000
Net loss, July 31, 2006 (615) (615)
----------- -------- --------- --------- ---------
BALANCE, JULY 31, 2006 30,000,000 $ 30,000 $ (25,000) $ (615) $ 4,385
=========== ======== ========= ========= =========
Stock issued for cash on December 4, 2006
@ $0.05 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 $ 5,000 $ (14,854) $ 50,146
=========== ======== ========= ========= =========
Net loss, July 31, 2008 (17,113) (17,113)
----------- -------- --------- --------- ---------
BALANCE, JULY 31, 2008 60,000,000 $ 60,000 $ 5,000 $ (31,967) $ 33,033
=========== ======== ========= ========= =========
See Notes to Financial Statements
15
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
June 6, 2006
(inception)
Year Ended Year Ended through
July 31, July 31, July 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(17,113) $(14,239) $(31,967)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Decrease (Increase) in Deposit 3,000 (3,000) --
Incease (Decrease) in Payable to a Director -- 5,000 5,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (14,113) (12,239) (26,967)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 30,000 60,000
Additional paid-in capital -- 30,000 6,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 60,000 66,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (14,113) 47,761 39,033
CASH AT BEGINNING OF PERIOD 53,146 5,385 --
-------- -------- --------
CASH AT END OF YEAR $ 39,033 $ 53,146 $ 39,033
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
16
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
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 has been
primarily engaged in the acquisition and exploration of mining properties.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes. The Company has elected a July 31,
year-end.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
PRO FORMA COMPENSATION EXPENSE
No stock options have been issued by Liberty Energy Corp. Accordingly, no pro
forma compensation expense is reported in these financial statements.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The Company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
17
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation, is removed from the
appropriate accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, 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
Financial accounting Standards Statement No. 107, "Disclosures About Fair Value
of Financial Instruments", 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 certain investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
NOTE 3 - PROVISION FOR INCOME TAXES
The provision for income taxes for the period ended July 31, 2008 represents the
minimum state income tax expense of the Company, which is not considered
significant.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
18
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
NOTE 6 - GOING CONCERN
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.
The consolidated financial statements of the Company have been prepared assuming
that the Company will continue as a going concern, which 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 of
$31,967 since its inception and requires capital for its contemplated
operational activities to take place. 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
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are 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
consolidated financial statements of the Company do not include any adjustments
that may result from the outcome of these aforementioned uncertainties.
NOTE 7 - RELATED PARTY TRANSACTIONS
At of July 31, 2008, a loan payable in the amount of $5,000 was due Daniel
Martinez-Atkinson (a director) of which the loan is non-interest bearing with no
specific repayment terms.
Daniel Martinez-Atkinson, the sole officer and director of the Company may, in
the future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
19
LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
NOTE 8 - STOCK TRANSACTIONS - CONTINUED
On June 6, 2006 the Company issued a total of 30,000,000 shares of common stock
to one director for cash in the amount of $0.0002 per share for a total of
$6,000.
30,000,000 common shares were issued to 26 investors in the Company's SB-2
offering for the aggregate sum of $60,000 in cash. The Regulation SB-2 offering
was declared effective by the Securities and Exchange Commission on November 8,
2006 and completed on December 4, 2006.
Effective June 11, 2008 the Company effected a forward stock spilt of the
authorized, issued and outstanding shares of common stock on a twenty five new
for one old basis. Authorized capital increased from 75,000,000 common shares to
150,000,000 common shares and par value remained at $.001 per share. These
financial statements have been retroactively restated to reflect these changes.
As of July 31, 2008 the Company had 60,000,000 shares of common stock issued and
outstanding.
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of July 31, 2008:
Common stock, $ 0.001 par value: 150,000,000 shares authorized; 60,000,000
shares issued and outstanding.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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 effective such that the material
information required to be included in our Securities and Exchange Commission
reports is 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'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing 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 Act, for the Company.
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.
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.
A material weakness is a significant deficiency, or combination of significant
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.
Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
21
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). 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:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee and outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.
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.
Management, 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.
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.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
22
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
ITEM 9B. OTHER INFORMATION
AMENDMENTS TO ARTICLES OF INCORPORATION
Effective June 11, 2008, we effected a 25 for one forward stock split of our
authorized and issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 to 1,875,000,000 shares of common stock
and out outstanding share capital has increased from 2,400,000 shares of common
stock to 60,000,000 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.
In addition, effective June 11, 2008, as approved by our 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.
REGULATION FD DISCLOSURE
The name change, forward stock split and reduction of authorized capital became
effective with the Over-the-Counter Bulletin Board at the opening for trading on
June 11, 2008 under the new stock symbol "LBYE". Our new CUSIP number is 53045E
105.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The officer and director of Liberty Energy Corp., whose one year term will
expire on 07/01/09, or at such a time as his successor(s) shall be elected and
qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Daniel Martinez-Atkinson 25 President, 6/06/06 7/01/09
Church Barn, 3 Church Lane Secretary,
Barlby, Selby Treasurer, CFO,
England YO8 5JG CEO & Director
The person named above is a promoter of Liberty Energy Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are 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.
23
Daniel Martinez-Atkinson currently devotes 5-7 hours per week to company
matters. In the future Mr. Martinez-Atkinson will devote as much time as the
board of directors deems necessary to manage the affairs of the company.
Our officer or director has not been the subject of any order, judgment, or
decree of any court of competent jurisdiction, or any regulatory agency
permanently or temporarily enjoining, barring, suspending or otherwise limiting
him from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.
Our officer and director has not been convicted in any criminal proceeding
(excluding traffic violations) and is not the subject of a criminal proceeding
which is currently pending.
RESUME
DANIEL MARTINEZ-ATKINSON has been President, CEO, Treasurer, CFO, Secretary and
Director of the Company since inception.
EDUCATION
Sept 05 - Sept 06 MA CORPORATE STRATEGY AND GOVERNANCE, University of
Nottingham
Corporate strategy is concerned with how organizations
develop, grow and restructure, usually as a result of
environmental changes. Corporate governance is closely
liked as it is concerned with who controls a company, the
relationship between owners and managers, who takes
responsibility for decisions, and executive remuneration
levels.
Sept 02 - Jun 05 BSC HONS OPERATIONS MANAGEMENT - First Class
Modules focused on information systems, administrative
theory, supply chain management, microeconomics, human
resources management, finance, managerial accounting,
policy, calculus, statistics, project management and
management science.
2000 - 2002 Repton School
A levels: Business Studies (A), French (A), Spanish (A)
As level: General Studies (C)
1999 - 2000 Professional tennis player, based in Malaga, Spain
WORK EXPERIENCE
Jul 05 - Aug 05 PLACEMENT (ADMINISTRATIVE ASSISTANT), DAVID LLOYD
NOTTINGHAM
Liaison with potential and existing customers in order to
meet their individual membership requirements. Assisting
with payroll, composing letters for CRB (police) checks
24
and maintaining record systems. This experience really
gave me an insight into the running of a business in a
client-focused environment.
Sept 04 - Sept 05 CONSULTANCY PROJECT, LEW HOAD CAMPO DE TENIS,
DISSERTATION
Objective was to create a recovery business plan to
ensure that the Lew Hoad Campo de Tenis reaches as a
minimum a level of financial break even. Involved in
reviewing accounts, holding interviews, collating market
data, analyzing results and putting justified
recommendations forward to the club.
Jun 02 - Sept 05 TENNIS COACH, LEW HOAD CAMPO DE TENIS, MALAGA, SPAIN
In sole charge of the organization, promotion and running
of the children's summer program which ran for 12 weeks.
Roles included budgeting, forecasting, staff recruitment
and training, purchasing, organizing staff, events and
tournaments and the creation and implementation of a
publicity campaign. My greatest development during my
time at the club was the substantial improvement of my
leadership skills
Jan 02 - Jun 04 BARTENDER, LINCOLN HALL, UNIVERSITY OF NOTTINGHAM
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.
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised solely of Daniel Martinez-Atkinson.
25
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Daniel
Martinez-Atkinson, 2008 0 0 0 0 0 0 0 0
CEO, CFO, 2007 0 0 0 0 0 0 0 0
President, 2006 0 0 0 0 0 0 0 0
Secretary,
Director
There are no current employment agreements between the company and its executive
officer.
On June 6, 2006, a total of 1,200,000 shares of common stock were issued to
Daniel Martinez-Atkinson in exchange for cash in the amount of $6,000 U.S., or
$.005 per share.
The terms of these stock issuances were as fair to the company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.
Daniel Martinez-Atkinson currently devotes approximately 5-7 hours per week to
manage the affairs of the company. He has agreed to work with no remuneration
until such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Liberty Energy
Corp. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock as of the
date of this annual report:
Name of No. of Percentage
Beneficial Owner (1) Shares of Ownership:
-------------------- ------ -------------
Daniel Martinez-Atkinson 30,000,000 50%
Officers and
Directors as a Group 30,000,000 50%
- ----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 6, 2006, a total of 1,200,000 shares of Common Stock were issued to
Daniel Martinez-Atkinson in exchange for $6,000 US, or $.005 per share. On June
11, 2008 the company effected a 25 for 1 forward stock split which resulted in
Mr. Martinez-Atkinson now holding 30,000,000 shares of the company's Common
Stock. All of such shares are "restricted" securities, as that term is defined
by the Securities Act of 1933, as amended, and are held by the officer and
director of the Company.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended July 31, 2008, the total fees charged to the company for
audit services including quarterly reviews were $5,700, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.
The total fees charged to the company for audit services, including interim
reviews, were $5,400, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended July 31, 2007.
27
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-138107, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
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.
/s/ Daniel Martinez-Atkinson October 16, 2008
- -------------------------------------------------- ----------------
Daniel Martinez-Atkinson, President Date
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer & Sole Director)
28