UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended January 31, 2013.
	For the quarterly period ended April 30, 2013.
[ ]	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______ to _______.

000-54596

(Commission file number)

[lbye10q_043013apg001.jpg]

LIBERTY ENERGY CORP.

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


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

Two Allen Center, Suite 1600, 1200 Smith Street, Houston, TX, 77002 (Address of principal executive offices) N/A (Former name, former address and former fiscal year, if changed since last report)


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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
96,243,130 common shares issued and outstanding as of March 25, 2013.
96,245,733 common shares issued and outstanding as of June 14, 2013.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 4 Item 1. Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 1415 Item 3. Quantitative and Qualitative Disclosures about Market Risks 1820 Item 4. Controls and Procedures 1820 PART II - OTHER INFORMATION 1921 Item 1. Legal Proceedings 1921 Item 1A. Risk Factors 1921 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 1921 Item 3. Defaults Upon Senior Securities 1921 Item 4. Mining Safety Disclosures 1921 Item 5. Other Information 1921 Item 6. Exhibits 2023 SIGNATURES 2225

PART I - FINANCIAL INFORMATION

IMPORTANT INFORMATION REGARDING THIS FORM 10-Q

FORWARD-LOOKING STATEMENTS

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

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

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock. As used in this quarterly report, the terms “we”, “us”, “our” and “our company” refer to Liberty Energy Corp., unless otherwise indicated.

Item 1. Financial Statements

Our unaudited interim financial statements for the three months and ~~six~~nine- month period ended ~~January~~April 3130, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

			~~As of~~	As of		~~As of~~	As of
			January 31,			July 31,
				April 30,			July 31,
			~~2013~~	2013		~~2012~~	2012
			~~(Unaudited)~~	(Unaudited)
~~Current Assets~~	Current Assets
~~Cash~~	Cash	$	~~2,666~~$	4,118	$	~~38,880~~$	38,880
~~Total Current Assets~~	Total Current Assets		~~2,666~~	4,118		~~38,880~~	38,880
~~Oil and Gas Properties, full cost method~~	Oil and Gas Properties, full cost method		~~363,939~~	363,939		~~363,939~~	363,939
~~Total Assets~~	Total Assets	$	~~366,605~~$	368,057	$	~~402,819~~$	402,819
~~Current Liabilities~~	Current Liabilities
~~Accounts Payable~~	Accounts Payable	$	~~76,833~~$	75,272	$	~~52,070~~$	52,070
Notes Payable - net of unamortized discount of $18,040 and $0			35,988			75,778
	Loans Payable			61,126			75,778
Derivative Liability			17,321			-
	Accounts Payable - Related Parties			102,300			7,000
Payroll Liabilities			34,000			7,000
	Total Current Liabilities			238,698			134,848
Total Current Liabilities			164,142			134,848
	Stockholders' Equity
Stockholders' Equity
	Common stock, $0.001 par value, 150,000,000 shares
Common stock, $0.001 par value, 150,000,000 shares
	authorized; 96,243,130 and 88,527,270 shares issued
authorized; 93,941,164 and 88,527,270 shares issued
	and outstanding as of April 30, 2013 and
and outstanding as of January 31, 2013 and
	July 31, 2012 respectively			96,243			88,527
July 31, 2012 respectively			93,941			88,527
	Additional paid-in capital			1,775,015			1,598,661
Additional paid-in capital			1,716,222			1,598,661
	Deficit accumulated during exploration stage			(1,741,899)			(1,419,217)
Deficit accumulated during exploration stage			(1,607,700)			(1,419,217)
	Total Stockholders' Equity			129,359			267,971
Total Stockholders' Equity			202,463			267,971
	Total Liabilities &
Total Liabilities & Stockholders' Equity		$	366,605		$	402,819
	Stockholders' Equity		$	368,057		$	402,819
The accompanying notes are an integral part of these unaudited financial statements

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

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

			Three		Three						June 6, 2006
														June 6, 2006
			Months		Months		Six Months		Six Months		(inception)
			Three Months			Three Months			Nine Months			Nine Months		(inception)
			Ended		~~Ended~~	Ended	~~Ended~~		Ended		~~through~~	Ended		through
			January 31,		January 31,		January 31,		January 31,		January 31,
			April 30,			April 30,			April 30,			April 30,		April 30,
			2013		~~2012~~	2012	~~2013~~		~~2012~~2013		~~2013~~	2012		2013
Revenues
	Revenues	$	-	$	-$	$-	-	$	-	$	~~26,778~~$	-	$	26,778
Operating Costs
	Operating Costs		73,~~214~~600		~~6,593~~	7,573	~~7,214~~		1210,~~879~~814		~~49,588~~	20,453		53,188
	Impairment Expense		-		-	-	-		-		~~626,536~~	-		626,536
Total Operating Expense			73,~~214~~600		~~6,593~~	7,573	~~7,214~~		1210,~~879~~814		~~676,124~~	20,453		679,724
Gross Profit			(73,~~214~~600)		~~(6,593)~~	(7,573)	~~(7,214)~~		(1210,~~879~~814)		~~(649,346)~~	(20,453)		(652,946)
General & Administrative Expenses
	Professional Fees		74,~~442~~315		~~8,778~~	13,366	~~25,195~~		1929,~~601~~510		~~136,844~~	32,967		141,159
	General & Administrative		4283,~~542~~846		~~44,822~~	63,374	~~86,197~~		98170,~~987~~043		~~750,955~~	162,361		829,801
Total General & Administrative Expenses			(4988,~~984~~161)		~~(53,600)~~	(76,740)	~~(111,392)~~		(~~118~~199,~~588~~553)		~~(887,799)~~	(195,328)		(970,960)
Other Income/(Expense)
	Interest expense		(4017,~~307~~060)		-	-	~~(66,281)~~		-(83,341)		~~(67,059)~~	-		(89,119)
	Gain/(loss) on derivative liability		14,188		-		(3,596)		-		(3,596)
	Loss on derivative liability		(25,378)			-			(28,974)			-		(28,974)
	Gain from currency exchange		-		-	-	-		-		~~100~~	-		100
Total Other Income (Expense)			(26,119)		-		(69,877)		-		(70,555)
			(42,438)			-			(112,315)			-		(117,993)
Net Loss		$	(83,317)	$	(60,193)	$	(188,483)	$	(131,467)	$	(1,607,700)
Net loss		$	(134,199)		$	(84,313)		$	(322,682)		$	(215,781)	$	(1,741,899)
Net Loss per share
	Basic earnings per share	$	(0.00)	$	~~(0.00)~~$	$(0.00)	~~(0.00)~~	$	(0.00)		$	(0.00)
Weighted average number of			9096,~~106~~096,~~409~~727		~~62,724,419~~	81,704,336	~~89,325,935~~		6291,~~403~~555,~~725~~655			62,719,566
common shares outstanding
The accompanying notes are an integral part of these unaudited financial statements

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

LIBERTY ENERGY CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

						June 6, 2006
		Six Months		Six Months		(inception)
		Nine Months		Nine Months		(inception)
		Ended		Ended		through
		January 31,		January 31,		January 31,
		April 30,		April 30,		April 30,
		2013		2012		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~188~~322,~~483~~682)	$	(~~131~~215,~~467~~781)	$	(1,~~607~~741,~~700~~899)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Impairment Expense		-		-		626,536
Write off of ARO liability		-		-		33,048
Amortization of debt discount		6175,~~275~~000		-		6175,~~275~~000
Loss on derivative liability		3,596		-		3,596
Amortization of deferred financing costs		5,000		-		10,000
Loss on derivative liability		28,974		-		28,974
Stock compensation		2,500		-		4,750
Changes in operating assets and liabilities:
Accounts Receivable		-		(25,000)		-
Accounts Payable		121,446		(108,176)		159,290
Accounts Payable		59,898		(88,639)		97,742
Net cash used in operating activities		(89,762)		(323,957)		(804,301)
Net cash used in operating activities		(61,214)		(245,106)		(780,753)
CASH FLOWS FROM INVESTING ACTIVITIES
Addition of Oil and Gas Properties		-		-		(737,581)
Net cash used in investing activities		-		-		(737,581)
Net cash provided by (used in) investing activities		-		-		(737,581)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-		95170,000		1,396,000
Loan payable - related party		-		-		25,000
Proceeds from Note Payable		25,000		-		100,000
Loan Payable		55,000		-		125,000
Net cash provided by financing activities		2555,000		95170,000		1,~~521~~546,000
Net increase (decrease) in cash		(3634,~~214~~762)		(~~150~~153,~~106~~957)		24,~~666~~118
Cash at beginning of period		38,880		154,557		-
Cash at end of period	$	24,~~666~~118	$	~~4,451~~600	$	24,~~666~~118
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Non Cash Activity
Related Party Debt Forgiven	$	-	$	25,000	$	25,000
Lease acquired through issuance of stock	$	-	$	-3,273,486	$	263,938
ARO Assets	$	-	$	-	$	56,328
Debt discount associated with derivative liability	$	13,257	$	-	$	13,257
Reversal of Oil and Gas Assets through Notes		-		-		(300,000)
Reversal of Oil and Gas Assets through Notes	$	-	$	-	$	(300,000)
Discount on oil and gas properties		-		10,946		10,946
Discount on oil and gas properties	$	-	$	10,946	$	10,946
Write off derivative liability for the notes converted		103,750		-		103,750
Shares issued for conversion of note payable issued on May 23, 2012 and interest of $1,700	$	44,200	$	-	$	44,200
Shares issued for conversion of note payable issued on July 11, 2012	$	15,000	$	-	$	15,000
Shares issued for conversion of note payable issued on July 11, 2012 and interest of $1,300		33,800		-		33,800
The accompanying notes are an integral part of these unaudited financial statements

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

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~January~~April 3130, 2013

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

NOTE 2 – GOING CONCERN

The financial statements of the Company have been prepared assuming that future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company’s has no revenues or cash flow to meet operating expenses. The Company has incurred cumulative net losses since its inception and requires capital for its future operational activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition to profitable operations is necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended January 31, 2013 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended July 31, 2012 filed in our Annual Report on Form 10K filed on November 13, 2012.

accounting principles for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not

include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month period ended April 30, 2013 are not necessarily indicative of the results for the full years. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited combined financial statements and the footnotes thereto for the periods ended July 31, 2012 filed in our Annual Report on Form 10K filed on November 13, 2012.

Recent Accounting Pronouncements

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

Use of Estimates

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

Net Loss per Share

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~January~~April 3130, 2013

~~NOTE~~Net 3Loss -per ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Share

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

Oil and Gas Properties

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

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

Capitalized costs associated with acquisition and evaluation of unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to such properties or until the value of the properties is impaired.

Revenue and Cost Recognition

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

Income Taxes

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

The Company’s federal tax returns for the years ended 2006 through 2011 are open to examination. At ~~January~~April 3130, 2013, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. The Company accounts for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. The Company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. The Company’s derivative liabilities at January 31, 2013 are considered Level 3 financial instruments.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~January~~April 3130, 2013

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. The Company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. The Company’s derivative liabilities recognized since August 1, 2012 were considered Level 3 financial instruments. There were no derivatives at April 30, 2013.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

NOTE 4 - UNEVALUATED OIL AND GAS PROPERTIES

Trius Acquisition

On October 1, 2009, the Company entered into a lease purchase and sale agreement with Trius Energy LLC, a Texas corporation, to acquire four oil and gas leases in Texas for $125,000. The interests consist of a 100% WI (Working Interest) at a 75% NRI (Net Revenue Interest) in the Dahlstrom Lease, 2% WI at 75% NRI in the Ratliff Lease, and 100% WI at a 70% NRI in the Lockhart Project, consisting of two leases, the Anton Lease (1 tract) and Alexander Lease (3 tracts).

The Anton Lease ~~which consisted of one shut-in well~~ lapsed on January 9, 2011. ItThe ~~was~~tract ~~determined~~had by1 ~~the~~shut-in ~~Company~~well ~~after~~and based on historical data, discussions with their operators, ~~geologists~~ and ~~based~~geologists onthe ~~historical~~Company ~~data,~~determined that it would not be cost effective to pursue the well; , therefore the lease was allowed to lapse~~. In~~ ~~connection~~and ~~with the lapse,~~ $3,512 of leasehold cost were written off.

The remaining leases lapsed on July 25, 2012. It was determined by the Company after discussions with their operators, geologists and based on historical data that it would not be cost effective to pursue the leases and existing wells; therefore the ~~leases~~lease ~~were~~was allowed to lapse. In connection with the lapse, $690,397 of leasehold cost was written off. The Company also accrued payables for $23,280 for the plugging and abandonment of wells associated with these properties.

Bulgaria

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

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

Langold Acquisition

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

A 100% working interest in 2 separate properties equaling approximately 300 acres of exploration property located in Bastrop County, Texas.

A 100% working interest in 5 separate properties equaling approximately 622 acres of exploration property located in Caldwell County, TX.

A 100% working interest in an approximately 5 acre oil and gas property called the Dillon Hall property located in the Gerron Hinds League in Caldwell County, Texas. The Dillon Hall property is not currently producing, and though it holds an existing well, that well requires a work-over to be put back into production.

A 100% working interest in a property equaling approximately 112 acres of exploration property located in Eastland County, TX.

In consideration for the above leases the Company issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal to the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties. The original value assigned these shares and the leaseholds was $3.3 million. It was determined that due to the relationship between Langold and Asia-Pacific this transaction was not arms length but rather was related party. The Company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted Liberty Energy stock which was valued at $243,932 for a total consideration of $263,932.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~January~~April 3130, 2013

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

In consideration for the above leases the Company issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal to the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google Finance or other sources of stock quotes as agreed to by the parties. The original value assigned these shares and the leaseholds was $3.3 million. It was determined that due to the relationship between Langold and Asia-Pacific, this transaction was not arms length but rather was related party. The Company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted Liberty Energy stock which was valued at $243,932 for a total consideration of $263,932.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

The Company may from time to time be involved in legal proceedings arising from the normal course of business. There are no pending or threatened legal proceedings as of ~~January~~April 3130, 2013.

On March 1, 2012, we entered into a consulting agreement with Peter Gawith, for a period of three years ending February 28, 2015, to provide consulting services in regards to the Company’s management and operations. Pursuant to the agreement, Mr. Gawith will receive a share remuneration of 25,000 shares on a quarterly basis during the term of the agreement. Effective September 1, 2012, we issued 25,000 shares of common stock for the services provided for the three month quarter. The Company recorded the shares at the market price on the issue date of $0.06 for a total consulting expense of $1,500. Effective December 1, 2012, we issued 25,000 shares of common stock for the services provided for the three month quarter. The Company recorded the shares at the market price on the issue date of $0.04 for a total consulting expense of $1,000. On December 2, 2012 Mr. Gawith is no longer associated with the Company and thus no further amounts are due under this consulting agreement.

NOTE 6 – RELATED PARTY TRANSACTIONS

On October 27, 2011, Mr. Spowart, ~~forgave~~CEO ~~the~~converted a debt outstanding ~~totalling~~totaling $25,000, ~~and~~to ~~has been recorded as~~ contributed capital.

On February 22, 2012, the Company entered into and closed a 3 -year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital to date) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas, which the Company recorded at the value of the stock and cash contributed, $263,932.

Effective March 27, 2013, James William Anderson resigned as a member of our Company’s board of directors.

At April 30, 2013, the Company owed $21,300 to current officers and directors and $81,000 to two former officers and directors. Because the former officers each own approximately 16% of the Company’s outstanding stock, we have reported the liability as owing to related parties. All amounts owing to related parties relate to fees related to services provided.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

The May 23, 2012 Convertible Note

On May 23, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc. (“Asher”). Pursuant to the Agreement, Asher purchased an 8% convertible note (the “May Note”) in the aggregate principal amount of $42,500 due on February 25, 2013. $40,000 was funded to the Company with the remaining $2,500 recorded as ~~legal~~interest ~~expenses~~expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on May 23, 2012, is due on February 25, 2013 at an interest rate of 8% per annum. On November 19, 2012, the note had not been repaid and became eligible for treatment as a derivative.

Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature of $60,284 as a derivative liability and a loss on the derivative liability of $17,784. The initial fair value of the derivative liability was determined using the Black Scholes option pricing model with a quoted market price of $0.04, a conversion price of $0.0174, expected volatility of 172%, no expected dividends, an expected term of 0.27 years and a risk-free interest rate of 0.16%. The original discount on the convertible loan was $42,500, all of which had been fully accreted by ~~January~~April 3130, 2013.

During the current quarter, Asher converted $42,500 of note payable along with the interest of $1,700. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.020-$0.040, a conversion price of $0.0115-$0.0179, expected volatility of 141.25%-289.31%, no expected dividends, an expected term of 0.13-0.23 years and a risk-free interest rate of 0.12%-0.18%. On December 3, 2012, Asher converted $15,000 of May Note principal into 842,697 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $5,230. On December 11, 2012, Asher converted $12,000 of May Note principal into 800,000 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $11,973. On January 7, 2013, Asher converted the remaining $15,500 of principal and $1,700 accrued interest on the May Note into 1,977,011 shares of common stock. The Company recorded a loss of $3,739 on the final conversion of the derivative liability.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~January~~April 3130, 2013

~~NOTE~~During the quarter, Asher converted $42,500 of note payable along with the interest of $1,700. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.020-$0.040, a conversion price of $0.0115-$0.0179, expected volatility of 141.25%-289.31%, no expected dividends, an expected term of 0.13-0.23 years and a risk-free interest rate of 0.12%-0.18%. On December 3, 2012, Asher converted $15,000 of May Note principal into 842,697 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $5,230. On December 11, 2012, Asher converted $12,000 of May Note principal into 800,000 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $11,973. On January 7, –2013, ~~CONVERTIBLE~~Asher ~~NOTES~~converted ~~PAYABLE~~the ~~(CONTINUED)~~remaining $15,500 of principal and $1,700 accrued interest on the May Note into 1,977,011 shares of common stock. The Company recorded a loss of $3,739 on the final conversion of the derivative liability.

The July 12, 2012 Convertible Note

On July 12, 2012, the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher purchased an 8% convertible note (“The July Note”) in the aggregate principal amount of $32,500. $30,000 was funded to the Company with the remaining $2,500 recorded as ~~legal~~interest ~~expenses~~expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on July 12, 2012, is due on April 16, 2013 at an interest rate of 8% per annum. On January 7, 2013, the note had not been repaid and became eligible for treatment as a derivative.

Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature of $31,776. The initial fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.02, a conversion price of $0.0116, expected volatility of 205%, no expected dividends, an expected term of 0.27 years and a risk-free interest rate of 0.15%. The discount on the convertible loan ofwas $32,500, isall ~~accreted over the term~~ of ~~the convertible loan during~~ which ithad isbeen ~~convertible,~~fully ~~with~~accreted ~~$19,242~~by ~~recorded~~April ~~as interest expense as of January 31~~30, 2013.

On January 29, 2013, Asher converted $15,000 of July Note principal into 1,774,186 shares of common stock. The Company revalued the derivative liability as of that date and recorded a gain of $~~458~~724. On ~~January~~February 316, 2013, ~~the~~Asher converted $15,000 of July Note principal into 1,875,000 shares of common stock. The Company ~~valued~~revalued the derivative atliability as of that date and recorded a loss of $1716,~~321~~444. ~~There~~On ~~was~~February 19, 2013, Asher converted $173,~~500~~800 of ~~remaining~~July Note principal ~~with~~and a$1,300 ~~remaining~~of ~~unamortized~~interest ~~discount~~into 426,966 shares of ~~$13,257~~common stock. The Company revalued the derivative liability as of that date and ~~accrued~~recorded ~~interest~~a loss of $18,~~496~~934. The fair value of the derivative liability ~~upon conversion and period end~~ was determined using the Black-Scholes option pricing model with a quoted market price of $0.015-$0.~~014~~045, a conversion price of $0.~~0083~~08-$0.~~0086~~0089, expected volatility of ~~242~~204.78%-257.65%, no expected dividends, an expected term of 0.2113-0.27 years and a risk-free interest rate of 0.15%-0.17%.

The November 19, 2012 Convertible Note

On November 19, 2012, the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note (the “November Note”) in the aggregate principal amount of $27,500, $25,000 was funded to the Company with the remaining $2,500 recorded as ~~legal~~interest ~~expenses~~expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on November 19, 2012, is due on August 21, 2013 at an interest rate of 8% per annum. The Company ~~will~~paid ~~analyze whether~~ the ~~variable~~debt ~~conversion~~in ~~price~~full ~~results~~ in ~~need~~May of2013 ~~bifurcation~~before of the ~~conversion~~completion ~~feature into a separate derivative liability valued at fair market value on the date the contingency~~ of ~~the conversion feature is settled which is~~ 180 days from ~~inception~~the date of ~~the note~~funding.

NOTE 8 – STOCK TRANSACTIONS

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

On March 8, 2011, the Company entered into a letter agreement to amend the share issuance agreement entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to the Company and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing the Company with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of July 31, 2012 the Company has issued a total of 3,871,835 shares to Asia-Pacific for a total cash amount of $1,055,000 under the terms of the above mentioned agreement.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

~~January~~April 3130, 2013

~~NOTE~~The 8April –10, ~~STOCK~~2013 ~~TRANSACTIONS~~Convertible ~~(CONTINUED)~~Note

On April 10, 2013, the Company entered into a Securities Purchase Agreement with Asher. Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note (the “April Note”) in the aggregate principal amount of $32,500, $30,000 was funded to the Company with the remaining $2,500 recorded as interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 61% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on April 16, 2013, is due on January 15, 2014 at an interest rate of 8% per annum. The Company will analyze whether the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value on the date the contingency of the conversion feature is settled which is 180 days from inception of the note.

NOTE 8 – STOCK AND WARRANT TRANSACTIONS

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

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

On November 23, 2011, the Company amended the share issuance agreement to modify the share issuance agreement originally entered into with Asia-Pacific Capital Ltd. on July 19, 2010. The parties have agreed to amend the pricing mechanisms (the “Unit Price”) within the original agreement. The definition of the Unit Price in of the original agreement is deleted and replaced with: “Unit Price means a price equal 95% of the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the date of the Notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share”. Excluding the modifications to the Unit Price, the original agreement remains in full force and effect.

On February 22, 2012, the Company entered into and closed a lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager of Asia-Pacific, the Company’s primary source of capital to date) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. In consideration for the above leases the Company issued 24,155,435 restricted shares of its common stock to Langold, a non-US shareholder. The restricted shares were valued equal the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties.

As of ~~January~~April 3130, 2013 and as part of the agreement with its main investor, Asia-Pacific Capital Ltd., the Company had issued 5,807,752 warrants. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years and have an average remaining contractual life of 1.~~335~~091 years as of ~~January~~April 3130, 2013. As these warrants ~~are~~were so far out of the money at issuance, no value was allocated to them. As of ~~January~~April 3130, 2013 no warrants had been exercised.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

April 30, 2013

On April 11, 2013, the Company entered into a stock purchase agreement with Petro Fund 1 (“PF1”),a Houston, Texas-based upstream oil and gas fund, pursuant to which the investor agreed to advance up to $3,650,000 to the Company in multiple installments in exchange for units of the Company at unit price. The unit price means a price equal to the higher of either $ 0.05, or 95% of the volume-weighted average of the closing price of common stock, for the 10 days immediately preceding the date of receipt of notice from the Company for the advance of funds from the investor. Each unit shall consist of one share (restricted) of the common stock of the Company. The Company shall use up to $150,000 of Advances to extinguish existing debts, fund operating expenses, working capital and general corporate activities. Subject to the foregoing, the Company may use any balance of the Advances up to$3,500,000 to fund mergers and acquisitions (including related legal and, accounting expenses) or the purchase of capital assets, with any such Advances to be approved by PF1.No funding was received as of the quarter ending April 30, 2013.

NOTE 9 – SUBSEQUENT EVENTS

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

OnEffective ~~February~~May 51, 2013 ~~Asher Enterprises elected to convert $15~~,~~000~~ ofIan ~~the~~Spowart ~~principal~~resigned ~~Convertible~~as ~~Note of July 11~~secretary, ~~2012~~chief ofexecutive ~~$32,500~~officer ~~into~~and ~~1,875,000~~director. ~~shares~~His ofresignation ~~common~~was ~~stock~~not atthe aresult ~~conversion price~~ of ~~$0.008~~any ~~per~~disagreements ~~share.~~with ~~The~~our ~~Company~~company ~~has~~regarding aour ~~balance~~operations, ~~due of $2~~policies,~~500~~ ~~remaining~~practices ~~under~~or ~~the convertible note~~otherwise.

OnConcurrently ~~February~~with 19Mr. Spowart’s resignation, ~~2013~~Miles ~~Asher~~D. ~~Enterprises~~Bender ~~elected~~was toappointed ~~convert~~as ~~$2,500~~Chief ofExecutive Officer and Director to fill the ~~principal~~ensuing ~~and~~vacancy, $effective May 1,~~300~~ ~~accrued~~2013. ~~interest~~Further ofMr. ~~the~~Bender ~~Convertible~~was ~~Note~~also ofappointed ~~July~~President ~~11,~~and ~~2012~~Chairman inof the ~~amount~~Board of ~~$32~~Directors. Also effective May 1,~~500~~ ~~into~~2013, ~~426~~William T. (“Bill”) Jones was appointed chief operating officer. Mr. Bender and Mr. Jones will each receive 500,~~966~~000 shares of common stock atfor athe ~~conversion~~agreeing ~~price~~to ofserve ~~$0.0089~~the ~~per~~Company ~~share.~~for ~~The~~six ~~Company~~months. ~~has~~Those ashares ~~balance~~had ~~due~~not ofbeen ~~zero~~issued ~~remaining~~as ~~under~~of ~~the~~June ~~convertible~~14, ~~note~~2013.

~~Effective~~Mr. ~~February~~Bender ~~19,~~has ~~2013,~~been ~~Daniel~~involved ~~Martinez~~in the energy business for twenty-~~Atkinson~~nine ~~resigned~~years. asHe ~~secretary~~was a founder, ~~treasurer~~President and CEO of National Energy Group, ~~chief~~Inc. ~~financial~~(“NEG”), ~~officer~~which ~~and~~he ~~director~~took public. ~~His~~During ~~resignation~~his career he raised over $350 million for various enterprises. NEG was ~~not~~later sold in 2006 to publically traded SandRidge Energy (NYSE: SD). He was President of the ~~result~~Georgia Oil and Gas Association and a Director and member of ~~any~~the ~~disagreements~~Executive Committee of the Independent Petroleum Association of America (IPAA). He graduated from the University of Buffalo with ~~our~~a ~~company~~B.A. ~~regarding~~in ~~our~~Business ~~operations,~~Administration ~~policies~~in 1959 and has been the Chief Executive Officer of Bridge Energy, ~~practices~~Inc. orsince ~~otherwise~~2006.

~~Concurrently~~Mr. ~~with~~Jones Mrhas been a licensed Petroleum Engineer for 40 years. ~~Martinez-Atkinson’s~~In ~~resignation~~2004, ~~Ian~~he Aformed Redmon Oil Company in Dallas, Texas. ~~Spowart~~Prior to that, he was ~~appointed~~Chief Operating Officer and Principal of Lynx Production Company, Dallas, Texas, from 1999 to 2004. Mr. Jones joined National Energy Group, Inc. of Dallas, Texas, as ~~secretary~~Vice President, ~~treasurer~~Production and ~~chief~~Engineering ~~financial~~in ~~officer~~1994 and was promoted to ~~fill~~Senior ~~the~~Vice ~~ensuing~~President, ~~vacancy~~Operations in 1996. After receiving a B.S. degree in Petroleum Engineering from Mississippi State University in 1968, ~~effective~~he ~~February~~began 19his career with Shell Oil Company in Houston, ~~2013~~Texas. In 1973, Mr. Jones joined Tenneco Oil Company. After Tenneco Oil, Mr. Jones held various engineering and management positions with several independent oil companies in Dallas and Ft. Worth, Texas. From 1989 to 1991, he was Senior Petroleum Engineer for Snyder Oil Company in Fort Worth before moving to Abilene to become Chief Operating Officer of Ard Drilling Company from 1992 until 1994. He is 67 years old.

~~Also~~Effective ~~effective~~June ~~February 19~~1, 2013, ~~Dennis~~Mr. ~~Irwin~~Bender ~~and~~resigned ~~James William Anderson were appointed~~ as ~~members~~Secretary; toand ~~the~~Dennis ~~Company’s~~Irwin, ~~Board~~Chief ofFinancial ~~Directors. Effective February 25~~Officer, ~~2013,~~Treasurer ~~Richard~~and ~~Clark~~Director ~~Webb~~ was appointed ~~as a member to the Company’s Board of Directors~~Secretary.

13Per the April 11, 2013 agreement with Petro Fund 1 (See Note 8.), the Company agreed to issue Petro Fund 1,548,921 shares of common stock for $43,000 cash on May 23, 2013. The Company received the cash on May 24, 2013, but had not issued those shares as of June 14, 2013.

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

FORWARD-LOOKING STATEMENTS

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

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

General Overview

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

Our company was incorporated in the State of Nevada on June 6, 2006 under the name “DMA Minerals Inc.” to engage in the acquisition, exploration and development of natural resource properties. On June 11, 2008, we effected a 25 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased to 1,875,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,400,000 shares of common stock to 60,000,000 shares of common stock. Effective June 11, 2008, as approved by our board of directors and a majority of our shareholders, we reduced our authorized capital from 1,875,000,000 shares of common stock to 150,000,000 shares of common stock. Also effective June 11, 2008, we have changed our name from “DMA Minerals Inc.” to “Liberty Energy Corp.”. The change of name was approved by our directors and a majority of our shareholders.

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

Our Current Business

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

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

On September 22, 2009 we entered into a purchase and sales agreement with William C. Athens pursuant to which we agreed to acquire a total of 1/16th of 1% of 8/8ths overriding royalty interest in the A-Lovech exploration block in Bulgaria. Mr. Athens passed away between the date the contract was executed and full payment was made. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between our company and William C. Athens. Under the terms of the agreement our company shall retain the 1/64th of the 1% 15

14On September 22, 2009 we entered into a purchase and sales agreement with William C. Athens pursuant to which we agreed to acquire a total of 1/16th of 1% of 8/8ths overriding royalty interest in the A-Lovech exploration block in Bulgaria. Mr. Athens passed away between the date the contract was executed and full payment was made. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between our company and William C. Athens. Under the terms of the agreement our company retained the 1/64th of the 1% interest in the A-Lovech exploration block and Mr. Athens’ estate retained the $100,000 which is recorded in Oil and gas properties.

~~interest~~On inFebruary ~~the~~12, ~~A-Lovech~~2010, ~~exploration~~our ~~block~~company entered into consulting agreements with Daniel Martinez-Atkinson and ~~Mr.~~Ian ~~Athens’~~Spowart, ~~estate~~whereby ~~shall~~our company agreed to retain Daniel Martinez-Atkinson to the position of chief financial officer and Ian Spowart to the position of chief executive officer of our company. As compensation, the agreements provide for monthly payments of $~~100~~5,000 ~~which~~to ~~was~~Daniel ~~forwarded~~Martinez-Atkinson and $6,500 to Ian Spowart. Mr. ~~Athens~~Martinez-Atkinson ~~for~~resigned ~~this~~as ~~acquisition.~~chief ~~Oil~~financial officer on February 19, 2013 and ~~gas~~Ian ~~properties~~Spowart resigned as treasurer and ~~notes~~chief ~~payable~~financial ~~were~~officer ~~both~~on ~~reduced~~March by28, ~~$300~~2013 and as secretary,~~000~~ inchief ~~accordance~~executive ~~with~~officer ~~the~~and ~~revised~~director ~~agreement~~on May 1, 2013.

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

On March 8, 2011, we entered into a letter agreement to amend the share issuance agreement we entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 ~~to us and had the option to advance a further $4,000,000 once the initial amount had been exhausted~~. Pursuant to the terms of the letter agreement amending the original share issuance agreement, Asia-Pacific has now committed to providing us with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of ~~January~~April 3130, 2013 our company has issued a total of 3,871,835 shares to Asia-Pacific for a total cash amount of $1,055,000 under the terms of the above mentioned agreement.

On November 23, 2011, we entered into an amending agreement to the share issuance agreement to modify the share issuance agreement originally entered into with Asia-Pacific ~~Capital Ltd.~~ on July 19, 2010. The parties have agreed to amend the pricing mechanisms of the unit price within the original agreement. Accordingly, the unit price has been amended to mean a price equal 95% of the volume weighted average of the closing price of common stock for the 10 banking days immediately preceding the date of the advance notice, as quoted on Google Finance or other source of stock quotes as agreed to by the parties, but at no time less than $0.05 per share.

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

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

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

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

In consideration for the above leases our company issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal the volume weighted average of the closing price of common stock for the 10 banking days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties. 16

In consideration for the above leases we issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal the volume weighted average of the closing price of common stock for the 10 banking days immediately preceding the execution of the assignment, as quoted on Google Finance or other source of stock quotes as agreed to by the parties. The original value assigned these shares and the leaseholds was $3.3 million. It was determined that due to the relationship between Langold and Asia-Pacific this transaction was not arms length but rather was related party. Our company corrected the error and the shares issued and the leasehold costs recorded were valued at the price paid by Langold on their original 3 year lease acquisition from the land owners. That price paid was $20,000 cash plus 1,800,000 shares of restricted stock of our company which was valued at $243,932 for a total consideration of $263,932.

On March 1, 2012, we entered into a consulting agreement with Peter Gawith for a period of three years, ending February 28, 2015. Under which Mr. Gawith provided consulting services in regards to our company’s management and operations. As compensation, our company agreed to pay cash remuneration to Mr. Gawith pursuant to invoices rendered on a monthly basis by Mr. Gawith at a rate of US $500 per day, pro-rated for the amount of time spent on our company’s business and share remuneration of 25,000 shares on a quarterly basis during the term of the agreement. As of April 30, 2013, 75,000 shares had been issued. Mr. Gawith resigned on December 2, 2012 and his consulting agreement has been terminated.

Effective March 25, 2013, our company agreed to pay all directors $7,500 for their first six months of service to be paid in either stock or cash.On March 28, 2013, upon the appointment of Dennis Irwin as our treasurer and chief financial officer, we agreed to provide Mr. Irwin with compensation of $3,000 per quarterly filing, $6,000 per annual filing and $150 per hour for additional accounting work outside of the scope of a director’s responsibilities, as assigned by our company. All fees are to be paid in stock until our company decides there is sufficient operating cash flow to pay his fees in cash.

Effective April 12, 2013, we entered into a share issuance agreement dated April 11, 2013 with Petro Fund 1. Pursuant to the agreement, Petro will make available up to $3,650,000 in funds on request by and to our company until April 11, 2016, which may be extended up to 12 months. Upon receipt by our company of any funds pursuant to the agreement, we will issue to Petro, in lieu of repayment of funds provided, a number of common shares of our company equal to the value of funds provided at a deemed price per share equal to 95% of the volume weighted average of the closing price of our common stock for the 10 banking days preceding the request of funds and at no less than $0.05 per share. Pursuant to the agreement, our company agreed to issue Petro Fund 1,548,921 shares of common stock for $43,000 cash on May 23, 2013. Our company received the cash on May 24, 2013, but had not issued those shares as of June 14, 2013.

Also effective April 12, 2013, we entered into a securities purchase agreement with Asher Enterprises, Inc. dated April 10, 2013. Under the terms of the securities purchase agreement we issued an 8% convertible promissory note, in the principal amount of $32,500, which note matures on January 15, 2014 and may be converted into shares of our company’s common stock at a rate of 61% of the market price on any conversion date, any time after 180 days from April 10, 2013. Our company has the right to prepay the note within 30 days of April 10, 2013, in consideration of the payment of an amount equal to 115%, multiplied by the sum of (1) the then outstanding principal amount of the note; (2) accrued and unpaid interest on the unpaid principal; (3) default interest, if any; and (4) any fees, pursuant to the agreement, related to the late delivery of converted shares. Our company received the sum of $32,500 principal under the note on April 10, 2013.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended ~~January~~April 3130, 2013 which are included herein.

15Three and nine month periods ending April 30, 2013 and 2012 and from June 6, 2006 (inception) to April 30, 2013

Three and six month periods ending January 31, 2013 and 2012 and from June 6, 2006 (inception) to January 31, 2013


		Three Months Ended April 30,			Three Months Ended April 30,			Nine Months Ended April 30,			Nine Months Ended April 30,			June 6, 2006 (Inception) through April 30, 2013


		2013			2012			2013			2012
Revenues	$	-		$	-		$	-		$	-		$	26,778
Total operating and G&A expenses	$	(91,761	)	$	(84,313	)	$	(210,367	)	$	(215,781	)	$	(1,650,684	)
Other income (expense)	$	(42,438	)	$	-		$	(112,315	)	$	-		$	(117,993	)
Net Loss	$	(134,199	)	$	(84,313	)	$	(322,682	)	$	(215,781	)	$	(1,741,899	)

		Three Months Ended January 31,			Three Months Ended January 31,			Six Months Ended January 31,			Six Months Ended January 31,			June 6, 2006 (Inception) through January 31, 2013
		2013			2012			2013			2012
Revenues	$	-		$	-		$	-		$	-		$	26,778
Total operating and G&A expenses	$	(57,198	)	$	(60,193	)	$	(118,606	)	$	(131,467	)	$	(1,563,923	)
Other income (expense)	$	(26,119	)	$	-		$	(69,877	)	$			$	(70,555	)
Net Loss	$	(83,317	)	$	(60,193	)	$	(188,483	)	$	(131,467	)	$	(1,607,700	)

Expenses

Our total expenses for the three and ~~six~~nine month periods ended ~~January~~April 3130, 2013 and 2012 and June 6, 2006 (inception) to ~~January~~April 3130, 2013 are outlined in the table below:

		Three		Three		~~Six~~Nine		~~Six~~Nine		June 6, 2006
		Months		Months		Months		Months		(Inception)
		Ended		Ended		Ended		Ended		through
		January 31,		January 31,		January 31,		January 31,		January 31,
		April 30,		April 30,		April 30,		April 30,		April 30,
		2013		2012		2013		2012		2013
Operating Costs	$	73,~~214~~600	$	67,~~593~~573	$	710,~~214~~814	$	1220,~~879~~453	$	4953,~~588~~188
Impairment expense	$	-	$	-	$	-	$	-	$	626,536
Professional fees	$	74,~~442~~315	$	813,~~778~~366	$	2529,~~195~~510	$	1932,~~601~~967	$	~~136~~141,~~844~~159
General and administrative	$	4283,~~542~~846	$	4463,~~822~~374	$	86170,~~197~~043	$	98162,~~987~~361	$	~~750~~829,~~955~~801

Total expenses for the three ~~and six~~ months ended ~~January~~April 3130, 2013, ~~decreased~~increased by $27,~~995~~448 ~~and $12,861, respectively, as~~ compared to the three ~~and six~~ months ended ~~January~~April 3130, 2012., ~~The decrease was~~ primarily adue ~~result~~to ofhigher ~~a decrease in professional and~~ general and administrative expenses.

~~Equity~~Total ~~Compensation~~expenses for the nine months ended April 30, 2013, decreased by $5,414, as compared to the nine months ended April 30, 2012. The change resulted from lower operating costs.

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

Liquidity and Financial Condition

Working Capital
		At January 31,			At July 31,		Percentage
		At April 30,			At July 31,		Percentage
		2013			2012		Increase/ (Decrease)
Current Assets	$	24,~~666~~118		$	38,880		(9389)%
Current Liabilities	$	~~164~~238,~~142~~698		$	134,848		2277%
Working Capital	$	(~~161~~234,~~476)~~580	)	$	(95,968)	)	68(144)%

Cash Flows		Six Months		Six Months
		Ended		Ended
		January 31,		January 31,
		2013		2012
Net Cash used in Operating Activities	$	(61,214)	$	(245,106)
Net Cash Provided by Financing Activities	$	25,000	$	95,000
Net Decrease In Cash During The Period	$	(36,214)	$	(150,106)


Cash Flows		Nine Months			Nine Months
		Ended			Ended
		April 30,			April 30,
		2013			2012
Net Cash Used in Operating Activities	$	(89,672	)	$	(323,957	)
Net Cash Provided by Financing Activities	$	55,000		$	170,000
Net Decrease In Cash During The Period	$	(34,762	)	$	(153,957	)

Changes in cash flow reflect an increase in both accounts and salaries payable and a decrease in the amount of capital raised.

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

Off-Balance Sheet Arrangements

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

Contractual Obligations

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

Critical Accounting Policies

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

Basis of Presentation

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

Recent Accounting Pronouncements

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

Use of Estimates

Net Loss per Share

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

Oil and Gas Properties

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

17The capitalized costs of oil and gas properties in each cost center are amortized on a composite unit of production method based on future gross revenues from proved reserves. Sales or other dispositions of oil and gas properties are normally accounted for as adjustments of capitalized costs. A gain or loss is not recognized in income unless a significant portion of a cost center’s reserves

is involved. Capitalized costs associated with acquisition and evaluation of unproved properties are excluded from amortization until it is determined whether proved reserves can be assigned to such properties or until the value of the properties is impaired. If the net capitalized costs of oil and gas properties in a cost center exceed an amount equal to the sum of the present value of estimated future net revenues from proved oil and gas reserves in the cost center and the lower of cost or fair value of properties not being amortized, both adjusted for income tax effects, such excess is charged to expense.

Income Taxes

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

Our company’s federal tax returns for the years ended 2006 through 2011 are open to examination. At April 30, 2013, our company evaluated our open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. Our company accounts for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.

Fair Value of Financial Instruments

U.S. GAAP establishes a fair value hierarchy which has three levels based on the reliability of the inputs to determine the fair value. These levels include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for use when little or no market data exists, therefore requiring an entity to develop its own assumptions. ~~The~~Our ~~Company~~company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates. ~~The~~Our ~~Company~~company evaluates its embedded conversion features contained within their convertible notes for derivative treatment. ~~The~~Our ~~Company~~company’s derivative liabilities atrecognized ~~January~~since 31August 1, ~~2013~~2012 ~~are~~were considered Level 3 financial instruments. There were no derivatives at April 30, 2013.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risks

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

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer to allow for timely decisions regarding required disclosure.

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

principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended ~~January~~April 3130, 2013 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

As of ~~January~~April 3130, 2013 and as part of the agreement with ~~its~~our main investor, Asia-Pacific Capital Ltd., we issued warrants to purchase 5,807,752 ~~warrants~~common shares . The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years and have an average remaining contractual life of 1.~~335~~091 years as of ~~January~~April 3130, 2013. As these warrants ~~are~~were so far out of the money no value was allocated to them. As of ~~January~~April 3130, 2013 no warrants had been exercised. These securities were issued in reliance on an exemption from registration found in Regulation S of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

Effective ~~February~~March 1927, 2013, ~~Daniel~~James ~~Martinez-Atkinson~~William Anderson resigned as ~~secretary,~~a ~~treasurer,~~director ~~chief~~of ~~financial~~our ~~officer and director~~company. His resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. ~~Concurrently~~ ~~with Mr. Martinez-Atkinson’s resignation, Ian A. Spowart was appointed as secretary, treasurer and chief financial officer to fill the ensuing vacancy, effective February 19, 2013.~~

~~Also~~Effective ~~effective~~March ~~February 19~~28, 2013, ~~Dennis~~our ~~Irwin~~company ~~and~~reduced ~~James~~the ~~William~~number ~~Anderson~~of ~~were~~directors ~~appointed as members~~ to ~~our company’s board of directors~~three.

~~Effective~~Also ~~February~~on 25March 28, 2013, our company appointed ~~Richard~~Dennis ~~Clark~~Irwin, ~~Webb as~~ a ~~member~~director toof our ~~board~~company, ofas ~~directors~~treasurer and chief financial officer.

19Effective May 1, 2013, Ian Spowart resigned as Secretary, Chief Executive Officer and Director. His resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Concurrently with Mr. Spowart’s resignation, Miles D. Bender was appointed as Secretary, Chief Executive Officer and Director to fill the ensuing vacancy, effective May 1, 2013. Further Mr. Bender was also appointed President, Secretary and Chairman of the Board of Directors.

Also effective May 1, 2013, William T. (“Bill”) Jones was appointed Chief Operating Officer.

Effective June 1, 2013, Mr. Bender resigned as Secretary; and Dennis Irwin, Chief Financial Officer, Treasurer and Director was appointed Secretary. Mr. Bender’s resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise.

Our board of directors now consists of Richard Clark Webb, Dennis Irwin and Miles D. Bender.

Our officers consist of Miles D. Bender acting as chief executive officer, president and chairman of the board, Dennis Irwin, acting as chief financial officer, secretary and treasurer and William T. Jones acting as chief operating officer.

Miles D. Bender, Chief Executive Officer, President, Chairman of the Board and Director (Age 76)

Mr. Bender has been involved in the energy business for twenty-nine years. He was a founder, president and chief executive officer of National Energy Group, Inc. (“NEG”), which he took public. During his career he raised over $350 million for various enterprises. NEG was later sold in 2006 to publically traded SandRidge Energy. He was president of the Georgia Oil and Gas Association and a director and member of the executive committee of the Independent Petroleum Association of America. He graduated from the University of Buffalo with a B.A. in Business Administration in 1959 and has been the chief executive officer of Bridge Energy, Inc. since 2006.

William T. (“Bill”) Jones, Chief Operating Officer (Age 67)

Mr. Jones has been a licensed petroleum engineer for 40 years. In 2004, he formed Redmon Oil Company in Dallas, Texas. Prior to that, he was chief operating officer and principal of Lynx Production Company, Dallas, Texas, from 1999 to 2004. Mr. Jones joined National Energy Group, Inc. of Dallas, Texas, as vice president, production and engineering in 1994 and was promoted to senior vice president, operations in 1996. After receiving a B.S. degree in petroleum engineering from Mississippi State University in 1968, he began his career with Shell Oil Company in Houston, Texas. In 1973, Mr. Jones joined Tenneco Oil Company. After Tenneco Oil, Mr. Jones held various engineering and management positions with several independent oil companies in Dallas and Ft. Worth, Texas. From 1989 to 1991, he was senior petroleum engineer for Snyder Oil Company in Fort Worth before moving to Abilene to become chief operating officer of Ard Drilling Company from 1992 until 1994.

Item 6. Exhibits

Exhibit No.	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (Incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).
3.2	By-laws (Incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).
3.3	Certificate of Change with respect to the forward stock split (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).
3.4	Certificate of Amendment with respect to the change of name (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).
3.5	Certificate of Change with respect to the reduction of authorized capital (Incorporated by reference from our Current Report on Form 8-K filed on June 11, 2008).
(10)	Material Contracts
10.1	Consulting Agreement between our company and Daniel Martinez-Atkinson dated February 11, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on February 16, 2010).
10.2	Consulting Agreement between our company and Ian Spowart, dated February 11, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on February 16, 2010).
10.3	Assignment and Bill of Sale between our company and Phoenix Oil & Gas LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.4	Assignment and Bill of Sale between our company and Trius Operations LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.5	Assignment and Bill of Sale between our company and Trius Energy LLC dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.6	Purchase and Sale Agreement between our company and William C. Athens dated March 30, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
10.7	Share Issuance Agreement between Asia-Pacific Capital Ltd. and our company dated July 19, 2010 (Incorporated by reference from our Current Report on Form 8-K filed on August 18, 2010).
10.8	Letter Agreement to amend Share Issuance Agreement between our company and Asia-Pacific Capital Ltd. dated March 8, 2011 (Incorporated by reference from our Current Report on Form 8-K filed on March 11, 2011).
10.9	Amending Agreement between our company and Asia-Pacific Capital Ltd. dated November 23, 2011 (Incorporated by reference from our Current Report on Form 8-K filed on November 25, 2011).
10.10	Asset Purchase Agreement between our company and Langold Enterprises Limited dated February 22, 2012 (Incorporated by reference from our Current Report on Form 8-K filed on February 24, 2012)
10.11	Consulting Agreement between our company and Peter Gawith dated March 1, 2012. (Incorporated by reference from our ~~Annual~~Quarterly Report on Form 10-KQ filed on ~~November~~June 1314, 2012).
10.12	Securities Purchase Agreement between our company and Asher Enterprises Inc. dated November 19, 2012. (~~Incorporated~~incorporated by reference ~~from~~to our Quarterly Report on Form 10-Q filed on December 14, 2012)
10.13	Share Issuance Agreement between our company and Petro Fund 1 dated April 11, 2013 (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2013)
10.14	Securities Purchase Agreement between our company and Asher Enterprises, Inc. dated April 10, 2013 (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2013)
10.15	Convertible Promissory Noted between our company and Asher Enterprises, Inc. dated April 10, 2013 (incorporated by reference to our Current Report on Form 8-K filed on April 17, 2013)
(31)	Rule 13a-14(a) / 15d-14(a) Certifications
31.1*	Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
31.2*	Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.
(32)	Section 1350 Certifications
32.1*	Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.
32.2*	Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.

2023

101**	Interactive Data File (Form 10-Q for the quarterly period ended ~~January~~April 3130, 2013 furnished in XBRL).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith ** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

2124

SIGNATURES

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

	LIBERTY ENERGY CORP.
	(Registrant)
Dated: March 25, 2013	/s/ Ian A. Spowart
Dated: June 14, 2013	/s/ Miles D. Bender
	Ian A. Spowart
	Miles D. Bender
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	President, Chief Executive Officer and Director
	(Principal Executive Officer and Principal Accounting Officer)
	(Principal Executive Officer)
Dated: June 14, 2013	/s/ Dennis Irwin
	Dennis Irwin
	Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Financial Officer and Principal Accounting Officer)

2225

Filing Compare · LIBERTY ENERGY CORP.