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, 2009
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)
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 November 12, 2009, the registrant had 60,400,000 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 8
Item 2. Properties 16
Item 3. Legal Proceedings 16
Item 4. Submission of Matters to a Vote of Securities Holders 16
Part II
Item 5. Market for Common Equity and Related Stockholder Matters 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Item 8. Financial Statements 26
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 35
Item 9A. Controls and Procedures 35
Item 9B. Other Information 37
Part III
Item 10. Directors and Executive Officers 38
Item 11. Executive Compensation 43
Item 12. Security Ownership of Certain Beneficial Owners and Management 45
Item 13. Certain Relationships and Related Transactions 46
Item 14. Principal Accounting Fees and Services 47
Part IV
Item 15. Exhibits 48
Signatures 48
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.
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 stock is listed on the OTC Bulletin Board under the symbol "LBYE" but there
has been no active trading market to date.
3
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 Bulgaria 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.
BULGARIA PROJECT
On September 22, 2009, we entered into a Purchase and Sales Agreement with
William C Athens, Located at 1924 S. Utica Avenue Suite 1201, Tulsa, Oklahoma,
74104. We agreed to acquire from him, in 4 equal transactions, a total of 1/16th
of 1% of 8/8ths ORRI (over riding royalty interest) for a total price of
$400,000 (4 x $100,000). The interest is the A-Lovech exploration block in
Bulgaria. Aforementioned payments and Assignments are able to be made in four
separate $100,000 closings spaced roughly 30 days apart, from the date we signed
the agreement. As at he date hereof we have made one payment totaling $100,000.
The A-Lovech exploration block covers 1,830 square miles or 1,171,200 acres. On
the block, there was a primary well (Deventci-R1) drilled and logged in 2008.
Total depth is 5,888 meters (19,313 ft.) in the Lower Triassic Alexandrovo
formation. The well is on a geological feature known as the West Koynare
structure, which covers around 15-20 sq km. The Deventci-R1 is the deepest well
drilled in Bulgaria in the last 30 years and testing was planned in the Lower
Jurassic sandstones of the Bachiishte and Ozirovo formations. During a 12-hour
shut-in period, the indicated bottom hole pressure was about 11,500 psi. The
well encountered gas saturated reservoirs in the Dolni Dabnik member of the
Middle Triassic Doirentsi formation. Other potential reservoirs are in the Upper
Triassic Rusinovdel and the Lower Jurassic Ozirovo formations. Casing was run to
5,876 meters (19,280 ft.).
As this ORRI is operated by DPE, Liberty is currently uninvolved in any ongoing
development operations or exploration of the block. That being said, Liberty's
ORRI does entitle the company to it's royalty interest on all future revenues
and reserves located on the block, at no further cost to the company. It is
anticipated that the Deventci development will be tied into the Aglen field,
21km away. First sales are expected after the completion of the pipeline in
2011.
4
Initial results show that gas and natural gas condensate are of a very high
quality with low sulphur content.
Upon completion of the transactions in the purchase and sale agreement, we plan
to commence a thorough search and review of other assets in this part of Europe,
with a view to engaging in similar low risk opportunities.
TEXAS PROJECT
On October 1, 2009, we entered into the Lease Purchase and Sale Agreement with
Trius Energy LLC, a Texas company, to acquire 4 oil and gas leases in Texas for
$125,000. 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 2 leases, the Anton lease (1 tract) and
Alexander Lease (3 tracts). Upon completion of the transactions described under
this Lease Purchase and Sale Agreement, we intend to continue existing
production, and also to conduct an aggressive exploration and appraisal program
on the leases acquired over the next 12 months.
The Dahlstrom lease in Jackson County, Texas has one existing well. This is a
productive gas well, which will provide the company with small but sustainable
quantities of natural gas sales. The lease does not currently have any further
spacing for more wells to be drilled, but it holds the Master Meter where all
wells in the area tie into (to sell their gas) which would give us possible
revenue with future wells drilled and/or re-entered. Liberty may also look to
re-enter the current well, and perform workover operations, once it has been
determined whether production could be reasonably increased, and a decent upside
achieved.
The Ratliff lease in Jackson County, Texas currently has 4 wells on it, and also
has spacing to drill another well. We will conduct geological studies to
ascertain the risk and worth of such expenditure. We are also interested in the
redevelopment of the 4 existing wells. 3 of them are expected to be viable for
economic production of oil and gas, and the 4th is also permitted to facilitate
a commercial disposal facility. This salt water disposal well could provide a
significant monthly revenue stream from companies disposing of their salt water
that their wells produce around us, plus in addition, gives us monthly oil
revenue by "skimming" the oil from the salt water that we dispose. The three
wells expected to produce oil and gas, and the disposal well need various works
as detailed below.
One of the wells needs a sand-lock and tubing tested, another well needs
additional perforations and tubing tested, another well needs tubing tested and
the last well needs tubing tested, which is planned to be a salt water disposal
well.
Lockhart Northeast Project in Caldwell County, Texas (2 leases) consists of 4
land tracts containing 8 wells, spread over roughly 848 acres. 5 of the wells
are re-entry wells, and there are 3 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.
5
The following proposed plan of action is made based on a best efforts study of
geological and production data that have been acquired, but do not represent a
thorough study of the area by petroleum engineers, geologists, or geophysicist.
1. Schedule an inspection on entire leased acreage; gather equipment list
& survey
2. Carry out extensive geological study examining both risk and reward of
proposed works
3. Increase operator bond to operate wells
4. Schedule swabbing to be performed on shut-in wells for oil production
5. Put AFE (Authorization For Expenditure) together for
equipping/re-working (3) shut-in wells
6. Put AFE together for re-entering (5) wells
7. Perform complete evaluation on drilling program
8. Put AFE together for new well locations
9. Drill & Complete new wells
10. Develop Field up to 282 newly drilled wells
There are (4) main geological pay zones in this area that our wells could
produce from - the Serpentine, Dale Lime, Austin Chalk & Buda. That being said,
new field discoveries are possible in the Buda, Serpentine and Dale Lime on
these leases based on logged but undeveloped shows. We feel that these leases
could potentially be extremely profitable, if we develop each lease and well
correctly. With new technology and countless new ways to complete/produce wells
we are excited for what lies ahead.
Presently, we feel that we should be able to get a considerable amount of
(flush) production from the (3) shut-in wells by swabbing each well a few times
a month. This will enable us to use revenue to proceed with developing the
field. With the application of acid/fracture jobs and/or far-out perforating
(new completion technology) it is believed that we would be able to increase
production and possibly access undeveloped reservoirs that could produce at
significantly higher daily rates and overall total production.
COMPETITION
We are an exploration-stage company engaged in the business of oil and gas
exploration. We compete with other exploration-stage companies for financing
from a limited number of investors that are prepared to make investments in
junior oil and gas resource exploration companies. The presence of competing
junior oil and gas exploration companies may impact on our ability to raise
additional capital in order to fund our property acquisitions and exploration
programs if investors are of the view that investments in competitors are more
attractive based on the merit of the properties under investigation and the
price of the investment offered to investors.
We also compete for oil and gas properties of merit with other exploration-stage
companies. Competition could reduce the availability of properties of merit or
increase the cost of acquiring additional oil and gas properties.
Many of the oil and gas exploration companies with whom we compete have greater
financial and technical resources than we do. Accordingly, these competitors may
be able to spend greater amounts on acquisitions of properties of merit and on
exploration of their properties. In addition, they may be able to afford greater
geological expertise in the targeting and exploration of resource properties.
6
This competition could result in our competitors having resource properties of
greater quality and interest to prospective investors who may finance additional
exploration and to senior exploration companies that may purchase resource
properties or enter into joint venture agreements with junior exploration
companies. This competition could adversely impact our ability to finance
property acquisitions and further exploration.
COMPLIANCE WITH GOVERNMENT REGULATION
Our oil and gas operations are subject to various United States and Canadian
federal, state/provincial and local governmental regulations. Matters subject to
regulation include discharge permits for drilling operations, drilling and
abandonment bonds, reports concerning operations, the spacing of wells, and
pooling of properties and taxation. From time to time, regulatory agencies have
imposed price controls and limitations on production by restricting the rate of
flow of oil and gas wells below actual production capacity in order to conserve
supplies of oil and gas. The production, handling, storage, transportation and
disposal of oil and gas, by-products thereof, and other substances and materials
produced or used in connection with oil and gas operations are also subject to
regulation under federal, state, provincial and local laws and regulations
relating primarily to the protection of human health and the environment. To
date, expenditures related to complying with these laws, and for remediation of
existing environmental contamination, have not been significant in relation to
the results of operations of our company. The requirements imposed by such laws
and regulations are frequently changed and subject to interpretation, and we are
unable to predict the ultimate cost of compliance with these requirements or
their effect on our operations.
RESEARCH AND DEVELOPMENT
To date, execution of our business plan has largely focused on exploration of
oil and gas resources on those properties subject to which we have a
participation stake. We currently do not have any plan for research and
development. .
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employees are Ian Spowart who serves as our President, CEO and
Director, and Daniel Martinez-Atkinson who serves as our Secretary, Treasurer,
CFO and Director. They both currently devote 5-7 hours per week to company
matters and 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 employees.
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
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"),
7
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
Our business operations are subject to a number of risks and uncertainties,
including, but not limited to those set forth below:
BECAUSE WE MAY NEVER EARN REVENUES FROM OUR OPERATIONS, OUR BUSINESS MAY FAIL
AND THEN INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IN OUR COMPANY.
We have no history of revenues from operations. We have never had significant
operations and have no significant assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. Our
company has a limited operating history. If our business plan is not successful
and we are not able to operate profitably, then our stock may become worthless
and investors may lose all of their investment in our company.
We expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate significant revenues from future acquisitions,
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 we can provide no assurance that we will generate any revenues
or ever achieve profitability. If we are unsuccessful in addressing these risks,
our business will fail and investors may lose all of their investment in our
company.
WE HAVE A HISTORY OF LOSSES AND HAVE NEGATIVE CASH FLOWS FROM OPERATIONS, WHICH
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have not generated any revenues since our incorporation and we will continue
to incur operating expenses without revenues until we are in commercial
deployment. To date we have had negative cash flows from operations and we have
been dependent on sales of our equity securities and debt financing to meet our
cash requirements and have incurred net losses from inception to July 31, 2009
of $44,980. Our net cash used in operations for the year ended July 31, 2009 was
$17,933. As of July 31, 2009 we had working capital of $21,020. We do not expect
positive cash flow from operations in the near term. There is no assurance that
actual cash requirements will not exceed our estimates. In particular,
additional capital may be required in the event that drilling and completion
costs increase beyond our expectations; or we encounter greater costs associated
with general and administrative expenses or offering costs. The occurrence of
any of the aforementioned events could adversely affect our ability to meet our
business plans. We cannot provide assurances that we will be able to
successfully execute our business plan. These circumstances raise substantial
doubt about our ability to continue as a going concern. If we are unable to
continue as a going concern, investors will likely lose all of their investments
in our company.
There is no assurance that we will operate profitably or will generate positive
cash flow in the future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within our control,
such as the unpredictability of when customers will purchase our services, the
8
size of customers' purchases, the demand for our services, and the level of
competition and general economic conditions. If we cannot generate positive cash
flows in the future, or raise sufficient financing to continue our normal
operations, then we may be forced to scale down or even close our operations.
We will depend almost exclusively on outside capital to pay for the continued
exploration and development of our properties. Such outside capital may include
the sale of additional stock and/or commercial borrowing. There is no guarantee
that sufficient capital will continue to be available to meet these continuing
development costs or that it will be on terms acceptable to us. The issuance of
additional equity securities by us would result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.
If we are unable to obtain financing in the amounts and on terms deemed
acceptable to us, we may be unable to continue our business and as a result may
be required to scale back or cease operations for our business, the result of
which would be that our stockholders would lose some or all of their investment.
A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.
A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been and will be primarily financed through
the sale of equity securities, a decline in the price of our common stock could
be especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If our stock price declines,
we may not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.
WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING
TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING
BUSINESS OPERATIONS.
We have no history of revenues from operations and have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. The
success of our company is significantly dependent on a successful acquisition,
drilling, completion and production program. Our company's operations will be
subject to all the risks inherent in the establishment of a developing
enterprise and the uncertainties arising from the absence of a significant
operating history. We may be unable to locate recoverable reserves or operate on
a profitable basis. We are in the development stage and potential investors
should be aware of the difficulties normally encountered by enterprises in the
development stage. If our business plan is not successful, and we are not able
to operate profitably, investors may lose some or all of their investment in our
company.
9
BECAUSE OF THE EARLY STAGE OF DEVELOPMENT AND THE NATURE OF OUR BUSINESS, OUR
SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.
Our securities must be considered highly speculative, generally because of the
nature of our business and the early stage of our development. We are engaged in
the business of exploring and, if warranted, developing commercial reserves of
oil and gas. Our properties are in the exploration stage. Accordingly, we have
not generated any revenues nor have we realized a profit from our operations to
date and there is little likelihood that we will generate any revenues or
realize any profits in the short term. Any profitability in the future from our
business will be dependent upon locating and developing economic reserves of oil
and gas, which itself is subject to numerous risk factors as set forth herein.
Since we have not generated any revenues, we will have to raise additional
monies through the sale of our equity securities or debt in order to continue
our business operations.
NATURE OF OIL AND GAS EXPLORATION AND DEVELOPMENT INVOLVES MANY RISKS THAT WE
MAY NOT BE ABLE TO OVERCOME.
Oil and gas exploration and development is very competitive and involves many
risks that even a combination of experience, knowledge and careful evaluation
may not be able to overcome. As with any petroleum property, there can be no
assurance that oil or gas will be extracted from any of the properties subject
to our exploration and production contracts. Furthermore, the marketability of
any discovered resource will be affected by numerous factors beyond our control.
These factors include, but are not limited to, market fluctuations of prices,
proximity and capacity of pipelines and processing equipment, equipment
availability and government regulations (including, without limitation,
regulations relating to prices, taxes, royalties, land tenure, allowable
production, importing and exporting of oil and gas and environmental
protection). The extent of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital.
THE MARKETABILITY OF NATURAL RESOURCES WILL BE AFFECTED BY NUMEROUS FACTORS
BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE RETURN ON
INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.
The marketability of natural resources which may be acquired or discovered by us
will be affected by numerous factors beyond our control. These factors include
market fluctuations in oil and gas pricing and demand, the proximity and
capacity of natural resource markets and processing equipment, governmental
regulations, land tenure, land use, regulation concerning the importing and
exporting of oil and gas and environmental protection regulations. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in us not receiving an adequate return on invested
capital to be profitable or viable.
OIL AND GAS OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION WHICH MAY CAUSE
SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE ANTICIPATED
CAUSING AN ADVERSE EFFECT ON OUR COMPANY.
Oil and gas operations are subject to federal, state, and local laws relating to
the protection of the environment, including laws regulating removal of natural
resources from the ground and the discharge of materials into the environment.
Oil and gas operations are also subject to federal, state, and local laws and
regulations which seek to maintain health and safety standards by regulating the
10
design and use of drilling methods and equipment. Various permits from
government bodies are required for drilling operations to be conducted; no
assurance can be given that such permits will be received. Environmental
standards imposed by federal, provincial, or local authorities may be changed
and any such changes may have material adverse effects on our activities.
Moreover, compliance with such laws may cause substantial delays or require
capital outlays in excess of those anticipated, thus causing an adverse effect
on us. Additionally, we may be subject to liability for pollution or other
environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. To date we have not been required
to spend any material amount on compliance with environmental regulations.
However, we may be required to do so in the future and this may affect our
ability to expand or maintain our operations.
EXPLORATORY DRILLING INVOLVES MANY RISKS AND WE MAY BECOME LIABLE FOR POLLUTION
OR OTHER LIABILITIES WHICH MAY HAVE AN ADVERSE EFFECT ON OUR FINANCIAL POSITION.
Drilling operations generally involve a high degree of risk. Hazards such as
unusual or unexpected geological formations, power outages, labor disruptions,
blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate
machinery, equipment or labor, and other risks are involved. We may become
subject to liability for pollution or hazards against which we cannot adequately
insure or which we may elect not to insure. Incurring any such liability may
have a material adverse effect on our financial position and operations.
ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE
IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.
The business of resource exploration and development is subject to regulation
relating to the exploration for, and the development, upgrading, marketing,
pricing, taxation, and transportation of oil and gas and related products and
other matters. Amendments to current laws and regulations governing operations
and activities of oil and gas exploration and development operations could have
a material adverse impact on our business. In addition, there can be no
assurance that income tax laws, royalty regulations and government incentive
programs related to the properties subject to our exploration and production
contracts and the oil and gas industry generally, will not be changed in a
manner which may adversely affect our progress and cause delays, inability to
explore and develop or abandonment of these interests.
Permits, leases, licenses, and approvals are required from a variety of
regulatory authorities at various stages of exploration and development. There
can be no assurance that the various government permits, leases, licenses and
approvals sought will be granted in respect of our activities or, if granted,
will not be cancelled or will be renewed upon expiry. There is no assurance that
such permits, leases, licenses, and approvals will not contain terms and
provisions which may adversely affect our exploration and development
activities.
ALL OR A PORTION OF OUR INTEREST IN OUR PROPERTIES MAY BE LOST IF WE ARE UNABLE
TO OBTAIN SIGNIFICANT ADDITIONAL FINANCING, AS WE ARE REQUIRED TO MAKE
SIGNIFICANT EXPENDITURES ON THE EXPLORATION AND DEVELOPMENT OF OUR PROPERTIES.
Our ability to continue exploration and, if warranted, development of our
properties will be dependent upon our ability to raise significant additional
financing. If we are unable to obtain such financing, a portion of our interest
in our properties may be lost or our properties may be lost entirely and revert
11
back to the government of Colombia. We have limited financial resources and no
material cash flow from operations and we are dependent for funds on our ability
to sell our common shares, primarily on a private placement basis. There can be
no assurance that we will be able to obtain financing on that basis in light of
factors such as the market demand for our securities, the state of financial
markets generally and other relevant factors.
We anticipate that we may need to obtain additional bank financing or sell
additional debt or equity securities in future public or private offerings.
There can be no assurance that additional funding will be available to us for
exploration and development of our projects or to fulfill our obligations under
the applicable petroleum prospecting licenses. Although historically we have
announced additional financings to proceed with the development of some of our
properties, there can be no assurance that we will be able to obtain adequate
financing in the future or that the terms of such financing will be favorable.
Failure to obtain such additional financing could result in delay or indefinite
postponement of further exploration and development of our projects with the
possible loss of our petroleum prospecting licenses.
WE WILL REQUIRE SUBSTANTIAL FUNDS TO ENABLE US TO DECIDE WHETHER OUR
NON-PRODUCING PROPERTIES CONTAIN COMMERCIAL OIL AND GAS DEPOSITS AND WHETHER
THEY SHOULD BE BROUGHT INTO PRODUCTION, AND IF WE CANNOT RAISE THE NECESSARY
FUNDS WE MAY NEVER BE ABLE TO REALIZE THE POTENTIAL OF THESE PROPERTIES.
Our decision as to whether our unproved properties contain commercial oil and
gas deposits and should be brought into production will require substantial
funds and depend upon the results of exploration programs and feasibility
studies and the recommendations of duly qualified engineers, geologists, or
both. This decision will involve consideration and evaluation of several
significant factors including but not limited to: (1) costs of bringing a
property into production, including exploration and development work,
preparation of production feasibility studies, and construction of production
facilities; (2) availability and costs of financing; (3) ongoing costs of
production; (4) market prices for the oil and gas to be produced; (5)
environmental compliance regulations and restraints; and (6) political climate,
governmental regulation and control. If we are unable to raise the funds
necessary to properly evaluate our unproved properties, then we may not be able
to realize any potential of these properties.
WE HAVE LICENSES IN RESPECT OF OUR PROPERTIES, BUT OUR PROPERTIES MAY BE SUBJECT
TO PRIOR UNREGISTERED AGREEMENTS, OR TRANSFERS WHICH HAVE NOT BEEN RECORDED OR
DETECTED THROUGH TITLE SEARCHES, AND ARE SUBJECT TO A GOVERNMENTAL RIGHT OF
PARTICIPATION, RESULTING IN A POSSIBLE CLAIM AGAINST ANY FUTURE REVENUES
GENERATED BY SUCH PROPERTIES.
We have licenses with respect to our oil and gas properties and we believe our
interests are valid and enforceable given that they have been granted directly
by the government of Colombia, although we have not obtained an opinion of
counsel or any similar form of title opinion to that effect. However, these
licenses do not guarantee title against all possible claims. The properties may
be subject to prior unregistered agreements, or transfers which have not been
recorded or detected through title research. If the interests in our properties
are challenged, we may have to expend funds defending any such claims and may
ultimately lose some or all of any revenues generated from the properties if we
lose our interest in such properties.
12
THE MAJORITY OF OUR PROJECTS ARE LOCATED IN COLOMBIA WHERE OIL AND GAS
EXPLORATION ACTIVITIES MAY BE AFFECTED IN VARYING DEGREES BY POLITICAL AND
GOVERNMENT REGULATIONS WHICH COULD HAVE A NEGATIVE IMPACT ON OUR ABILITY TO
CONTINUE OUR OPERATIONS.
The majority of our projects in which we have participation stakes are located
in Colombia. Exploration activities in Colombia may be affected in varying
degrees by political instabilities and government regulations relating to the
oil and gas industry. Any changes in regulations or shifts in political
conditions are beyond our control and may adversely affect our business.
Operations may be affected in varying degrees by government regulations with
respect to restrictions on production, price controls, export controls, income
taxes, expropriations of property, environmental legislation and safety. The
status of Colombia as a developing country may make it more difficult for us to
obtain any required financing for our projects. The effect of all these factors
cannot be accurately predicted. Notwithstanding the progress achieved in
restructuring Colombia political institutions and revitalizing its economy, the
present administration, or any successor government, may not be able to sustain
the progress achieved. While the Colombia economy has experienced growth in
recent years, such growth may not continue in the future at similar rates or at
all. If the economy of Colombia fails to continue its growth or suffers a
recession, we may not be able to continue our operations in that country. We do
not carry political risk insurance.
THE POTENTIAL PROFITABILITY OF OIL AND GAS VENTURES DEPENDS UPON FACTORS BEYOND
THE CONTROL OF OUR COMPANY.
The potential profitability of oil and gas properties is dependent upon many
factors beyond our control. For instance, world prices and markets for oil and
gas are unpredictable, highly volatile, potentially subject to governmental
fixing, pegging, controls, or any combination of these and other factors, and
respond to changes in domestic, international, political, social, and economic
environments. Additionally, due to world-wide economic uncertainty, the
availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.
Adverse weather conditions can also hinder drilling operations. A productive
well may become uneconomic in the event water or other deleterious substances
are encountered which impair or prevent the production of oil and/or gas from
the well. In addition, production from any well may be unmarketable if it is
impregnated with water or other deleterious substances. The marketability of oil
and gas which may be acquired or discovered will be affected by numerous factors
beyond our control. These factors include the proximity and capacity of oil and
gas pipelines and processing equipment, market fluctuations of prices, taxes,
royalties, land tenure, allowable production and environmental protection. The
extent of these factors cannot be accurately predicted but the combination of
these factors may result in our company not receiving an adequate return on
invested capital.
COMPETITION IN THE OIL AND GAS INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO
ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE LICENSES.
The oil and gas industry is intensely competitive. We compete with numerous
individuals and companies, including many major oil and gas companies, which
have substantially greater technical, financial and operational resources and
staffs. Accordingly, there is a high degree of competition for desirable oil and
gas properties for drilling operations and necessary drilling equipment, as well
13
as for access to funds. There can be no assurance that the necessary funds can
be raised or that any projected work will be completed. There are other
competitors that have operations in the properties in Colombia and the presence
of these competitors could adversely affect our ability to acquire additional
property interests.
RISKS RELATED TO OUR COMMON STOCK
TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S "PENNY STOCK" REGULATIONS
WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
The U.S. Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be any equity security that has a market price
(as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors." The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these 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 agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.
FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS
MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
In addition to the "penny stock" rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.
14
TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD IS LIMITED AND SPORADIC
MAKING IT DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES OR LIQUIDATE THEIR
INVESTMENTS.
Shares of our common stock are currently quoted on the OTC Bulletin Board. The
trading price of our common stock has been subject to wide fluctuations. Trading
prices of our common stock may fluctuate in response to a number of factors,
many of which will be beyond our control. The stock market has generally
experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of companies with no current
business operation. There can be no assurance that trading prices and price
earnings ratios previously experienced by our common stock will be matched or
maintained. These broad market and industry factors may adversely affect the
market price of our common stock, regardless of our operating performance.
In the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.
BECAUSE OF THE EARLY STAGE OF DEVELOPMENT AND THE NATURE OF OUR BUSINESS, OUR
SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.
Our securities must be considered highly speculative, generally because of the
nature of our business and the early stage of its development. We are engaged in
the business of exploring and, if warranted, developing commercial reserves of
oil and gas. Our properties are primarily in the exploration stage only.
Accordingly, we have not generated any revenues nor have we realized a profit
from our operations to date and there is little likelihood that we will generate
any revenues or realize any profits in the short term. Any profitability in the
future from our business will be dependent upon locating and developing economic
reserves of oil and gas, which itself is subject to numerous risk factors as set
forth herein. Since we have not generated any revenues, we will have to raise
additional monies through the sale of our equity securities or debt in order to
continue our business operations.
WE DO NOT INTEND TO PAY DIVIDENDS ON ANY INVESTMENT IN THE SHARES OF STOCK OF
OUR COMPANY.
We have never paid any cash dividends and currently do not intend to pay any
dividends for the foreseeable future. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stock's price. This may never happen and investors may lose all
of their investment in our company.
RISKS RELATED TO OUR COMPANY
OUR BY-LAWS CONTAIN PROVISIONS INDEMNIFYING OUR OFFICERS AND DIRECTORS AGAINST
ALL COSTS, CHARGES AND EXPENSES INCURRED BY THEM.
Our By-laws contain provisions with respect to the indemnification of our
officers and directors against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, actually and reasonably
incurred by him, including an amount paid to settle an action or satisfy a
15
judgment in a civil, criminal or administrative action or proceeding to which he
is made a party by reason of his being or having been one of our directors or
officers.
INVESTORS' INTERESTS IN OUR COMPANY WILL BE DILUTED AND INVESTORS MAY SUFFER
DILUTION IN THEIR NET BOOK VALUE PER SHARE IF WE ISSUE ADDITIONAL SHARES OR
RAISE FUNDS THROUGH THE SALE OF EQUITY SECURITIES.
Our constating documents authorize the issuance of 150,000,000 shares of common
stock with a par value of $0.001. In the event that we are required to issue any
additional shares or enter into private placements to raise financing through
the sale of equity securities, investors' interests in our company will be
diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold. If we issue any such
additional shares, such issuances also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change in our control.
OUR BY-LAWS DO NOT CONTAIN ANTI-TAKEOVER PROVISIONS WHICH COULD RESULT IN A
CHANGE OF OUR MANAGEMENT AND DIRECTORS IF THERE IS A TAKE-OVER OF OUR COMPANY.
We do not currently have a shareholder rights plan or any anti-takeover
provisions in our By-laws. Without any anti-takeover provisions, there is no
deterrent for a take-over of our company, which may result in a change in our
management and directors.
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.
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, 2009.
16
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 28
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;
- 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
17
- 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 $44,980 in expenses through July 31, 2009. Our
financial statements from inception (June 6, 2006) through the year ended July
31, 2009 report no revenues and a net loss of $44,980.
The following table provides selected financial data about our company for the
periods ended July 31, 2009 and 2008.
Balance Sheet Data: 7/31/09 7/31/08
------------------- ------- -------
Cash $ 21,100 39,033
Total assets $ 21,100 39,033
Total liabilities $ 80 5,000
Shareholders' equity $ 21,020 34,033
Cash provided by financing activities since inception through July 31, 2009 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.
18
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2009 was $21,100, with $80 in outstanding
liabilities. 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.
Cash provided by financing activities since inception through July 31, 2009 was
$66,000, $6,000 from the sale of shares to an 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.
PLAN OF OPERATION AND CASH REQUIREMENTS
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 have been investigating several other business opportunities to
enhance shareholder value, and were focused on the oil and gas industry with the
acquisition of oil and natural gas assets both in Canada and the United States.
As disclosed herein, we have identified certain oil and gas projects that we
have entered into agreements regarding. We will 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.
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. If we are unable to secure adequate capital to
continue our oil and gas exploration and development business our shareholders
will lose some or all of their investment and our business will likely fail.
Over the next twelve months we expect to expend funds as follows:
Estimated Net Expenditures During the Next Twelve Months
General, Administrative, and Corporate Expenses $ 100,000
Operating Expenses $ 250,000
Exploration $1,500,000
Redevelopment $1,000,000
----------
TOTAL $2,850,000
==========
We have suffered recurring losses from operations. The continuation of our
company is dependent upon our company attaining and maintaining profitable
operations and raising additional capital as needed. In this regard we have
raised additional capital through the equity offerings noted above.
19
The continuation of our business is dependent upon obtaining further financing,
a successful program of exploration and/or development, and, finally, achieving
a profitable level of operations. The issuance of additional equity securities
by us could result in a significant dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required
for our continued operations. As noted herein, we are pursuing various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will be unable to conduct our operations as planned, and we will not be able
to meet our other obligations as they become due. In such event, we will be
forced to scale down or perhaps even cease our operations
CONTRACTUAL OBLIGATIONS
As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
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.
20
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
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.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
RECENT ACCOUNTING PRONOUNCEMENTS
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first fiscal year
21
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).
SFAS 167 is effective as of the beginning of the first fiscal year that begins
after November 15, 2009. SFAS 167 will be effective for the Company beginning in
2010. The Company does not expect the provisions of SFAS 167 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company's interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information at
22
interim reporting periods. This FSP shall be effective for interim reporting
periods ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R). The
FSP deals with the initial recognition and measurement of an asset acquired or a
liability assumed in a business combination that arises from a contingency
provided the asset or liability's fair value on the date of acquisition can be
determined. When the fair value can-not be determined, the FSP requires using
the guidance under SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.
This FSP was effective for assets or liabilities arising from contingencies in
business combinations for which the acquisition date is on or after January 1,
2009. The adoption of this FSP has not had a material impact on our financial
position, results of operations, or cash flows during the six months ended June
30, 2009.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
23
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
24
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
25
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, 2009 and 2008, 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, 2009. 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, 2009 and 2008, and the results of its
operations and cash flows for the years then ended and from June 6, 2006
(inception), to July 31, 2009 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 19, 2009
26
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
July 31, July 31,
2009 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 21,100 $ 39,033
Deposit -- --
-------- --------
TOTAL CURRENT ASSETS 21,100 39,033
-------- --------
$ 21,100 $ 39,033
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 80 $ --
Payable to a Director -- 5,000
-------- --------
TOTAL CURRENT LIABILITIES 80 5,000
TOTAL LIABILITIES 80 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, 2009 and July 31, 2008 60,000 60,000
Additional paid-in capital 6,000 6,000
Deficit accumulated during exploration stage (44,980) (31,967)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 21,020 34,033
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 21,100 $ 39,033
======== ========
See Notes to Financial Statements
27
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
June 6, 2006
(inception)
Year Ended Year Ended through
July 31, July 31, July 31,
2009 2008 2009
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ 100
------------ ------------ ------------
TOTAL REVENUES -- -- 100
EXPENSES
Professional Fees 8,000 7,196 22,096
General & Administrative Expenses 5,013 9,917 22,983
------------ ------------ ------------
TOTAL EXPENSES 13,013 17,113 45,079
------------ ------------ ------------
NET INCOME (LOSS) $ (13,013) $ (17,113) $ (44,980)
============ ============ ============
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
28
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From June 6, 2006 (Inception) through July 31, 2009
- --------------------------------------------------------------------------------
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
=========== ======== ========= ========= =========
Net loss, July 31, 2009 (13,013) (13,013)
----------- -------- --------- --------- ---------
BALANCE, JULY 31, 2009 60,000,000 $ 60,000 $ 5,000 $ (44,980) $ 20,020
=========== ======== ========= ========= =========
See Notes to Financial Statements
29
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
June 6, 2006
(inception)
Year Ended Year Ended through
July 31, July 31, July 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(13,013) $(17,113) $(44,980)
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 --
Incease (Decrease) in Accounts Payable 80 -- 80
Incease (Decrease) in Payable to a Director (5,000) -- --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (17,933) (14,113) (44,900)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 57,600 60,000
Additional paid-in capital -- (57,600) 6,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 66,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (17,933) (14,113) 21,100
CASH AT BEGINNING OF PERIOD 39,033 53,146 --
-------- -------- --------
CASH AT END OF YEAR $ 21,100 $ 39,033 $ 21,100
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
30
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
- --------------------------------------------------------------------------------
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
charged to expense as incurred. Additions, major renewals and replacements that
31
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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, 2009 represents the
minimum state income tax expense of the Company, which is not considered
significant.
32
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
- --------------------------------------------------------------------------------
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
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
$44,980 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
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.
33
LIBERTY ENERGY CORP.
(f/k/a DMA MINERALS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
- --------------------------------------------------------------------------------
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.
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, 2009 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, 2009:
Common stock, $ 0.001 par value: 150,000,000 shares authorized; 60,000,000
shares issued and outstanding.
34
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 accumulated and communicated to our management, including our
principal executive and financial officer so that it may be recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, particularly during the period when this report was
being prepared.
MANAGEMENT'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.
35
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
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
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended July 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
36
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
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
UNREGISTERED SALES OF EQUITY SECURITIES.
On September 8, 2009, Liberty Energy Corp. sold 400,000 shares of our Common
Stock ($0.001 par value) to Ian A. Spowart, President and CEO of the Company,
for total consideration of $200,000 or $0.50 per share.
CHANGES IN CONTROL OF REGISTRANT.
On September 8, 2009, Ian A. Spowart purchased 15,000,000 shares of Common
Stock, in a private transaction, from Daniel-Martinez Atkinson, an officer and
director of the company, for $7,500 or $0.0005 per share. Pursuant to this
transaction Mr. Spowart now holds 15,400,000 shares of the Company's Common
Stock or 25.4% of the issued and outstanding shares of Common Stock.
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COOMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 8, 2009, Daniel Martinez-Atkinson resigned as President and Chief
Executive Officer of the Company. Additionally, effective September 8, 2009, Ian
A. Spowart was appointed as President, Chief Executive Officer and a Director of
the Company.
There are no understandings or arrangements between Mr. Spowart and any other
person pursuant to which he was appointed CEO and Director. Mr. Spowart
presently does not serve on any Company committee. Mr. Spowart does not have any
family relationship with any director, executive officer or person nominated or
chosen by the Company to become a director or executive officer. Mr. Spowart has
never entered into a transaction, nor are there any proposed transactions,
between Mr. Spowart and the Company.
CHANGE IN SHELL COMPANY STATUS
Management has determined that, given the status of our company and our recent
acquisition and the development of our business for oil and gas explorations,
our company has ceased to be a shell company as defined in Rule 12b-2 of the
United States Securities Exchange Act of 1934, as amended. Please refer to the
other information contained in this annual report for a detailed description of
the development and business of our company.
37
For additional information, including information relating to the description of
the common stock of our company, refer to our Registration Statement on Form
SB-2 filed with the SEC on October 20, 2006, and declared effective on November
8, 2006, SEC file no. 333-138107.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
All directors of our company hold office until the next annual meeting of the
security holders or until their successors have been elected and qualified. The
officers of our Company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors and
executive officers, their ages, positions held, and duration as such, are as
follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Ian Spowart 44 President, 9/08/09 07/01/10
Church Barn, 3 Church Lane CEO &
Barlby, Selby Director
England YO8 5JG
Daniel Martinez-Atkinson 26 Secretary, 6/06/06 07/01/10
Church Barn, 3 Church Lane Treasurer,
Barlby, Selby CFO &
England YO8 5JG Director
The persons named above are promoters 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.
Ian Spowart and Daniel Martinez-Atkinson currently devote 5-7 hours per week to
company matters. In the future they will devote as much time as the board of
directors deems necessary to manage the affairs of the company.
Our officers and directors have 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
them 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 officers and directors have not been convicted in any criminal proceeding
(excluding traffic violations) and are not the subject of a criminal proceeding
which is currently pending.
38
RESUMES
Ian Spowart has been President, CEO and Director of the Company since September
8, 2009.
EDUCATION
Business Management Studies (Bsc) Hons
Brunel University, West London
Sep 1989 - Jul 1991
Member of the Institute and Management (MInstLM)
Graduate Common Purpose Focus Programme
Graduate Regen School Apprenticeship in Regeneration
Graduate IDeA Leadership Challenge (IDeA)
DIRECTORSHIPS
CHAIR - STADIUM MANAGEMENT COMPANY (KEEPMOAT STADIUM)
Feb 2006- Apr 2007
CHAIR - RACE COMMITTEE (DONCASTER RACECOURSE)
May 2001- Aug 2004
NON EXECUTIVE DIRECTOR - YORKSHIRE TOURIST BOARD
Dec 2002- Jan 2004
EMPLOYMENT
PROJECT MANAGER (LOCAL GOVERNMENT, YORKSHIRE, UK)
* Clean Coal Power Plant (Hatfield)
Local Government project leader of the world's first commercial-scale coal fired
power generator with carbon capture as part of the (pound)1.3 billion Hatfield
Power Park project.
* Rossington Coal Mine Project
Local Government project leader to negotiate the support and funding required to
maintain this deep mine coal project
Feb 2004 - Aug 2007
CONSULTANT/PROJECT MANAGER FOR A UK NATIONAL GOVERNMENT ECONOMIC DEVELOPMENT
PROGRAMME
Consultant employed by the UK National Government to drive regional industrial
growth.
Oct 2007 - Mar 2008
FREELANCE CONSULTANT
Consulting for Oil and Gas Exploration and Development Companies.
Assisting coordination for global operations, with key roles to drive the day to
day management of the activities and maintenance on several oil and gas fields.
Mar 2008 - Sep 2009
39
DANIEL MARTINEZ-ATKINSON has been 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
ACA - INSTITUTE OF CHARTERED ACCOUNTANTS OF ENGLAND AND WALES
WORK EXPERIENCE
Dec 08 - Present TAX CONSULTANT, EDF TAX LLP, NOTTINGHAM
A tax advisory firm, offering high level specialist tax
strategies and advice. Assisting successful businesses and
entrepreneurs maximise their tax efficiency by providing a
personalised approach and tailored solutions, focused
entirely upon the client's needs.
Oct 06 - Dec 08 ASSISTANT CONSULTANT, PRICEWATERHOUSECOOPERS, LEEDS
Undertook a business development role with entrepreneurs
and private clients using his business and personal
networks to develop new work and clients. Offering
planning solutions to minimize client income tax
liabilities. Prepared individual, trust and partnership
tax returns of varying complexities. Assisted the Business
Recovery and Insolvency team with the preparation of VAT
returns and advising on the implications associated with
administrations and insolvencies. Worked with Managers on
planning, researching and tailoring tax advice to clients
in other countries, co-ordinating with overseas networks
to provide tailored solutions.
40
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
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.
41
FAMILY RELATIONSHIPS
There are no family relationships between any of our directors, executive
officers and proposed directors or executive officers.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of our directors, executive officers, promoters or control persons has been
involved in any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending
criminal proceeding, excluding traffic violations and other minor
offences;
3. being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
4. being found by a court of competent jurisdiction in a civil action,
the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated federal or state securities or
commodities law, and the judgment has not been reversed, suspended, or
vacated.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of our common stock to
file with the Securities and Exchange Commission initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our common stock and other equity securities, on
Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the SEC regulations to furnish us with copies
of all Section 16(a) reports that they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons, we believe that during
fiscal year ended July 31, 2009, all filing requirements applicable to our
officers, directors and greater than 10% percent beneficial owners were complied
with.
BOARD AND COMMITTEE MEETINGS
Our board of directors held no formal meetings during the year ended July 31,
2009. All proceedings of the board of directors were conducted by resolutions
consented to in writing by all the directors and filed with the minutes of the
proceedings of the directors. Such resolutions consented to in writing by the
directors entitled to vote on that resolution at a meeting of the directors are,
according to the Nevada General Corporate Law and our Bylaws, as valid and
effective as if they had been passed at a meeting of the directors duly called
and held.
Our company currently does not have standing nominating, compensation or audit
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
42
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
our directors.
NOMINATION PROCESS
As of July 31, 2009, we did not effect any material changes to the procedures by
which our shareholders may recommend nominees to our board of directors. Our
board of directors does not have a policy with regards to the consideration of
any director candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our company's
requirements as well as the qualifications of each candidate when the board
considers a nominee for a position on our board of directors. If shareholders
wish to recommend candidates directly to our board, they may do so by sending
communications to the president of our company at the address on the cover of
this annual report.
AUDIT COMMITTEE
Currently our audit committee consists of our entire board of directors.
During fiscal 2009 aside from quarterly review teleconferences, there were no
meetings held by this committee. The business of the audit committee was
conducted though these teleconferences and by resolutions consented to in
writing by all the members and filed with the minutes of the proceedings of the
audit committee.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
* our principal executive officer;
* each of our two most highly compensated executive officers who were
serving as executive officers at the end of the years ended July 31,
2009 and 2008; and
* up to two additional individuals for whom disclosure would have been
provided under (b) but for the fact that the individual was not
serving as our executive officer at the end of the years ended July
31, 2009 and 2008, who we will collectively refer to as the named
executive officers of our Company, are set out in the following
summary compensation table, except that no disclosure is provided for
any named executive officer, other than our principal executive
officers, whose total compensation did not exceed $100,000 for the
respective fiscal year:
43
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
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Ian Spowart, 2009 0 0 0 0 0 0 0 0
President,
CEO, Director
Daniel 2009 0 0 0 0 0 0 0 0
Martinez-Atkinson, 2008 0 0 0 0 0 0 0 0
CFO, 2007 0 0 0 0 0 0 0 0
Secretary,
Director
There are no current employment agreements between the company and its executive
officers.
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. On June 11, 2008 as a result of a 25 for 1 forward stock split
the number of shares was increased to 30,000,000. 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.
Subsequent to July 31, 2009, on September 8, 2009, Ian A. Spowart purchased
15,000,000 shares of Common Stock, in a private transaction, from
Daniel-Martinez Atkinson for $7,500 or $0.0005 per share. Also on September 8,
2009, Liberty Energy Corp. sold 400,000 shares of our Common Stock ($0.001 par
value) to Ian A. Spowart for total consideration of $200,000 or $0.50 per share.
Pursuant to these transactions Mr. Spowart now holds 15,400,000 shares of the
Company's Common Stock or 25.4% of the issued and outstanding shares of Common
Stock.
Our officers and directors currently devote approximately 5-7 hours each per
week to manage the affairs of the company. They have 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.
GRANTS OF PLAN-BASED AWARDS
There were no equity or non-equity awards granted to the named executive
officers during the year ended July 31, 2009.
44
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
There were no unexercised options, stock that has not vested or equity incentive
plan awards for our named executive officers as at July 31, 2009.
OPTION EXERCISES
During our Fiscal year ended July 31, 2009 there were no options exercised by
our named officers.
COMPENSATION OF DIRECTORS
Other than list below, we do not have any agreements for compensating our
directors for their services in their capacity as directors, although such
directors are expected in the future to receive stock options to purchase shares
of our common stock as awarded by our board of directors.
PENSION, RETIREMENT OR SIMILAR BENEFIT PLANS
There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. We have no material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or
may be paid to our directors or executive officers, except that stock options
may be granted at the discretion of the board of directors or a committee
thereof.
INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER
MANAGEMENT
None of our directors or executive officers or any associate or affiliate of our
Company during the last two fiscal years is or has been indebted to our Company
by way of guarantee, support agreement, letter of credit or other similar
agreement or understanding currently outstanding.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 12, 2009, certain information
with respect to the beneficial ownership of our common shares by each
shareholder known by us to be the beneficial owner of more than 5% of our common
shares, as well as by each of our current directors and executive officers as a
group. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated:
Name of No. of Percentage
Beneficial Owner (1) Shares of Ownership (2)
-------------------- ------ -------------
Ian Spowart 15,400,000 25.49%
Daniel Martinez-Atkinson 15,000,000 24.83%
Officers and
Directors as a Group 30,400,000 50.32%
45
- ----------
(1) The persons 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.
(2) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding on
November 12, 2009. As of November 12, 2009, there were 60,400,000 shares of
our Company's common stock issued and outstanding
CHANGES IN CONTROL
We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change in control of our Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed herein, no director, executive officer, shareholder holding
at least 5% of shares of our common stock, or any family member thereof, had any
material interest, direct or indirect, in any transaction, or proposed
transaction since the year ended July 31, 2009, in which the amount involved in
the transaction exceeded or exceeds the lesser of $120,000 or one percent of the
average of our total assets at the year end for the last three completed fiscal
years.
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 holding 30,000,000 shares of the company's Common Stock.
Subsequent to July 31, 2009, on September 8, 2009, Ian A. Spowart purchased
15,000,000 shares of Common Stock, in a private transaction, from
Daniel-Martinez Atkinson for $7,500 or $0.0005 per share. Also on September 8,
2009, Liberty Energy Corp. sold 400,000 shares of our Common Stock ($0.001 par
value) to Ian A. Spowart for total consideration of $200,000 or $0.50 per share.
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.
DIRECTOR INDEPENDENCE
We currently act with two (2) directors. We have determined that none of our
directors is an "independent director" as defined in NASDAQ Marketplace Rule
4200(a)(15).
Currently our audit committee consists of our entire board of directors. We
currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
46
requirements for shareholders to submit recommendations or nomination for
directors.
Our board of directors has determined that it does not have a member of its
audit committee who qualifies as an "audit committee financial expert" as
defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of our audit
committee and the board of directors have been and are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended July 31, 2009, the total fees charged to the company for
audit services including quarterly reviews were $8,000, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.
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.
47
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*
10.1 Letter Agreement between Liberty Energy and Trius Energy LLC,
dated October 1, 2009
10.2 Purchase and Sales Agreement between Ian Spowart, on behalf
of Liberty Energy, and William Athens, dated August 6, 2009
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/ Ian Spowart November 12, 2009
- ---------------------------------------------- -----------------
Ian Spowart, President Date
(Chief Executive Officer & Director)
/s/ Daniel Martinez-Atkinson November 12, 2009
- ---------------------------------------------- -----------------
Daniel Martinez-Atkinson Date
(Chief Financial Officer, Principal Accounting
Officer & Director)
48