UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X]	Annual report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended July 31, 2012.
	For the fiscal year ended July 31, 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)

[lbye10k_073113apg001.jpg]

LIBERTY ENERGY CORP.

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

Nevada	205024859	~~713.353.4700~~(832) 649-2652
(State or other jurisdiction	(IRS Employer	(Registrant’s ~~telephone~~tel. number)
of incorporation or organization)	Identification No.)

~~Two~~2425 ~~Allen~~Fountain ~~Center~~View Drive, Suite ~~1600~~300, ~~1200 Smith Street,~~ Houston, TX 77057 (Address of principal executive offices) N/A (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

Title of Each Class Name of Each Exchange On Which Registered N/A N/A



Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value of $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
				[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
				[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[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

~~Securities registered pursuant to Section 12(g) of the Act:~~2

Common Stock, par value of $0.001
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
(Title of class)
				[ ]
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
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.
				Yes [ ] No [X]
Large accelerated filer	[ ]		Accelerated filer		[ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company		[X]
				Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ ] Yes [X] No
[X] Yes [ ] No
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2013 was $411,883 based on a $0.01 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
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).
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[X] Yes [ ] No
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
99,141,334 shares of common stock issued & outstanding as of November 8, 2013
DOCUMENTS INCORPORATED BY REFERENCE None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
				[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	[ ]		Accelerated filer		[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company		[X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] Yes [X] No
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2012 was $15,433,040 based on a $0.50 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
88,428,660 shares of common stock issued & outstanding as of November 13, 2012
DOCUMENTS INCORPORATED BY REFERENCE None

LIBERTY ENERGY CORP.

TABLE OF CONTENTS

			Page
PART I			2
	Item 1.	Business	25
	Item 1A.	Risk Factors	511
	Item 1B.	Unresolved S Staff Comments	1011
	Item 2.	Properties	1011
	Item 3.	Legal Proceedings	1213
	Item 4.	(Removed and Reserved)	1213
PART II			13
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1314
	Item 6.	Selected Financial Data	1315
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1621
	Item 8.	Financial Statements and Supplementary Data	1721
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3136
	Item 9A.	Controls and Procedures	3136
	Item 9B.	Other Information	3237
PART III			3238
	Item 10.	Directors, Executive Officers, and Corporate Governance	3238
	Item 11.	Executive Compensation	3642
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3845
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	3846
	Item 14.	Principal Accountant Fees and Services	3947
PART IV			4048
	Item 15.	Exhibits, Financial Statement Schedules	4048
SIGNATURES			4249

PART I

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

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

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

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

ITEM 1. BUSINESS

SUMMARY

We are an exploration stage company with nominal or no revenues and a limited operating history. Our company was incorporated in the State of Nevada on June 6, 2006 under the name “DMA Minerals Inc.” to engage in the acquisition, exploration and development of natural resource properties. Our principal executive offices are located at 2425 Fountain View Drive, Suite 300, Houston, TX 77057. The U.S. telephone and fax numbers are (832) 649-2652 and (832) 575-1051 respectively.

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

On June 11, 2008, we effected a 25 for one forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased to 1,875,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares increased from 2,400,000 shares of common stock to 60,000,000 shares of common stock. Effective June 11, 2008, as approved by our board of directors and a majority of our shareholders, we reduced our authorized capital from 1,875,000,000 shares of common stock to 150,000,000 shares of common stock.

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

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

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 ORRI (over riding royalty interest) interest in the A-Lovech exploration block in Bulgaria. On October 1, 2009, we entered into an Asset Purchase and Sale Agreement with Trius Energy LLC, pursuant to which we acquired certain oil and gas assets from Trius Energy LLC in Jackson ~~county~~County, Texas.

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

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 Asia Pacific units. Each unit shall consist of one share of the common stock of the Company and one and a half share purchase warrants. The number of units of our Company are determined at a price that is the higher of either: (a) $0.50, or (b) 90% of the volume weighted average of the closing price of our company’s common stock, for the five (5) banking days immediately preceding the date of the advance, as quoted on Google Finance, or other source of stock quotes as agreed to by our company and Asia Pacific. Each warrant shall entitle the holder to purchase one additional share of common stock at an exercise price of 125% of the unit price upon issue and for a period of three years.

On March 8, 2011, we entered into a letter agreement to amend the share issuance agreement we entered into with Asia-Pacific Capital Ltd. on July 19, 2010. Pursuant to the terms of the share issuance agreement Asia-Pacific agreed to advance $4,000,000 to us and had the option to advance a further $4,000,000 once the initial amount had been exhausted. Pursuant to the terms of the letter agreement amending the original share issuance agreement Asia-Pacific has now committed to providing us with a total of $8,000,000 in advances despite the fact that the initial $4,000,000 has not yet been fully advanced. As of July 31, ~~2012~~2013 we have issued a total of 3,~~871~~998,~~835~~048 shares of our company to Asia Pacific for a total cash amount of $1,055,000 under the terms of the above mentioned agreement. In addition, as of July 31, 2013, the Company had issued 5,807,752 warrants to Asia-Pacific Capital Ltd. The warrants issued have an exercise price of $1.25 and are fully vested at the date of grant. The warrants have a term of three years and none of these warrants have been exercised.

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, we entered into and closed a 3 year lease assignment agreement with Langold Enterprises Limited (an entity with some cross ownership and common principal manager with Asia- Pacific, the Company’s primary source of capital) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to us are three year leases to the following properties:6

·parties, Abut ~~100%~~at ~~working~~no ~~interest~~time inless 2than ~~separate~~$0.05 ~~properties~~per ~~equalling~~share”. ~~approximately~~Excluding ~~300~~the ~~acres~~modifications ofto ~~exploration~~the ~~property~~Unit ~~located in Bastrop Town Tract~~Price, ~~Abstract No. 11, Bastrop County, TX and~~ the T.original J.agreement ~~Hardeman~~remains ~~Survey A 203,~~ in ~~Bastrop~~full ~~County,~~force ~~Texas~~and effect.

·On AFebruary ~~100%~~22, ~~working~~2012, ~~interest~~we inentered 5into ~~separate~~and ~~properties~~closed ~~equalling~~a ~~approximately~~3 ~~622~~year ~~acres~~lease ofassignment ~~exploration~~agreement ~~property~~with ~~located~~Langold inEnterprises ~~Sampson~~Limited ~~Connell~~(an ~~Survey,~~entity ~~A-63,~~with ~~Caldwell~~some ~~County,~~cross ~~TX,~~ownership ~~the~~and G.common W.principal ~~James~~manager ~~Survey~~with Asia-Pacific, ~~Caldwell~~the ~~County,~~Company’s ~~TX,~~primary ~~the~~source ~~Jasper~~of ~~Gilbert~~capital) ~~Survey,~~pertaining ~~Caldwell~~to ~~County,~~certain TXinterests in oil and ~~the~~gas ~~A100~~properties ~~Evans,~~in ~~Wistar~~Bastrop, Caldwell ~~County~~and Eastland Counties, TXTexas. The interests which were assigned to us 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 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 ~~equalling~~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 we issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. 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.

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

Notes with Asher Enterprises, Inc.

On May 23, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc (“Asher”). Pursuant to the Agreement, Asher has agreed to purchase an 8% convertible note (the “May Note”) in the aggregate principal amount of $42,500. $40,000 was funded to the Company with the remaining $2,500 recorded as legal expenses charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into

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, was due on February 25, 2013 at an interest rate of 8% per annum. During the quarter ended April 30, 2013, Asher converted $42,500 of note payable along with the interest of $1,700. On December 3, 2012, Asher converted $15,000 of May Note principal into 842,697 shares of common stock. On December 11, 2012, Asher converted $12,000 of May Note principal into 800,000 shares of common stock. On January 7, 2013, Asher converted the remaining $15,500 of principal and $1,700 accrued interest on the May Note into 1,977,011 shares of common stock.

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

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

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

As of November 19, 2013, all amounts due by the Company to Asher have been fully paid.

On April 11, 2013, we entered into a stock purchase agreement with Petro Fund 1 (“PF1”), a Houston, Texas-based upstream oil and gas fund, pursuant to which PF1 agreed to advance up to $3,650,000 to the Company in multiple installments until April 2016 in exchange for units of the Company (comprising Company common stock) at a price equal to the higher of either $ 0.05, or 95% of the volume-weighted average of the closing price of common stock, for the 10 days immediately preceding the date of receipt of notice from the Company for the advance of funds from PF1. The Company agreed to use up to $150,000 of Advances to extinguish existing debts, fund operating expenses, working capital and general corporate activities. Subject to the foregoing, the Company may use any balance of the Advances (up to $3,500,000) to fund mergers and acquisitions (including related legal and, accounting expenses) or the purchase of capital assets, with any such Advances to be subject to the approval of PF1. Pursuant to the stock purchase agreement, we agreed to issue PF1 548,921 shares of common stock for $43,000 cash on May 23, 2013.

Thereafter, in October 2013, the Company received a further Advance from PF1 in the amount of $31,118 in exchange for the issuance of 898,204 shares of Company Common Stock. Proceeds of the Advances were used to fund the pay-off of all outstanding indebtedness to Asher Enterprises, Inc.

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

OUR CURRENT BUSINESS

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

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.

COMPETITION

We ~~are an exploration-stage company engaged in the business of oil and gas exploration. We~~ compete with other exploration-stage companies for financing from a limited number of investors that are prepared to make investments in exploration-stage oil and gas companies. The presence of competing exploration-stage oil and gas companies may impact on our ability to raise additional capital in order to fund our property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the ~~properties under investigation and the price of the investment offered to investors.~~

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

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

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

This could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration and to established exploration companies that may purchase resource properties or enter into joint venture agreements with exploration-stage companies. This competition could adversely impact our ability to finance property acquisitions and further exploration.

COMPLIANCE WITH GOVERNMENT REGULATION

Our oil and gas operations are subject to various United States and International federal, state/provincial and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal, state, provincial and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these laws have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

RESEARCH AND DEVELOPMENT

We have not spent any amounts on which have been classified as research and development activities in our financial statements since our inception.

INTELLECTUAL PROPERTY

We do not presently own any copyrights, patents or trademarks. We own the Internet domain name www.energy-liberty.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org”, or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.

EMPLOYEES

As of ~~July~~November 3119, ~~2012~~2013, we have ~~two~~no employees, with no significant employees other than our officers and directors. We plan to outsource independent consultant engineers and geologists on a part time basis to conduct the work programs on our mineral properties in order to carry out our plan of operations. ~~The~~Our ~~two~~officers ~~employees~~and ~~are~~directors ~~Ian~~do ~~Spowart~~not ~~who~~currently ~~serves~~work asfor ~~our~~cash ~~President,~~compensation ~~CEO~~ and ~~Director,~~presently ~~and~~receive ~~Daniel~~only ~~Martinez-Atkinson~~stock ~~who~~compensation. The ~~serves~~Company asintends ~~our~~to ~~Secretary,~~revisit ~~Treasurer,~~executive ~~CFO~~compensation ~~and~~when ~~Director.~~the situation warrants.

REPORTS TO SECURITIES HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.10

annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is http://www.sec.gov.

ITEM 1A. RISK FACTORS

~~Our~~Not ~~business~~required ~~operations~~as ~~are~~the ~~subject~~Company tois a ~~number~~“smaller ofreporting ~~risks and uncertainties, including, but not limited to those set forth below:~~company”.

INVESTORS' INTERESTS IN OUR COMPANY WILL BE DILUTED AND INVESTORS MAY SUFFER DILUTION IN THEIR NET BOOK VALUE PER SHARE IF WE ISSUE ADDITIONAL SHARES FOR SERVICES, OR RAISE FUNDS OR SETTLE OUTSTANDING DEBT THROUGH THE SALE OF OUR EQUITY SECURITIES.

Our constating documents authorize the issuance of 150,000,000 shares of common stock with a par value of $0.001. On July 12, 2012 and May 23, 2012 we entered into a Securities Purchase Agreements with Asher Enterprises Inc. pursuant to which Asher Enterprises purchased two 8% convertible notes in the amount of $42,500 and $32,500, respectively, The notes are convertible into shares of our common stock at a conversion price set at 58% of the average closing prices for the lowest three trading prices for the common stock during the ten trading days immediately preceding the conversion date. The notes are due on February 25, and April 16, 2013, and accrue interest at the rate of 8% per annum. In the event that the convertible notes are converted into shares of our common stock, or if we are required to issue any additional shares or enter into private placements to raise financing through the sale of our equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are converted or sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

BECAUSE WE MAY NEVER EARN REVENUES FROM OUR OPERATIONS, OUR BUSINESS MAY FAIL AND THEN INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IN OUR COMPANY.

We have history of only nominal revenues from operations. We have never had significant operations and have no significant assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history. If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.

We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from future acquisitions, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

WE HAVE A HISTORY OF LOSSES AND HAVE NEGATIVE CASH FLOWS FROM OPERATIONS, WHICH RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have generated nominal revenues since our incorporation and we will continue to incur operating expenses without significant revenues until we are in commercial deployment. To date we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements and have incurred net losses from inception to July 31, 2012 of $1,419,218. Our net cash used in operations for the year ended July 31, 2012 was $408,872. As of July 31, 2012 and we had working capital deficit of $95,968. We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that drilling and completion costs increase beyond our expectations; or we encounter greater costs associated with general and administrative expenses or offering costs. The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans. We cannot provide assurances that we will be able to successfully execute our business plan. These circumstances raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

There is no assurance that we will operate profitably or will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will purchase our services, the size of customers' purchases, the demand for our services, and the level of competition and general economic conditions. If we cannot generate positive cash flows in the future, or raise sufficient financing to continue our normal operations, then we may be forced to scale down or even close our operations.

We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. There is no guarantee that sufficient capital will continue to be available to meet these continuing development costs or that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been and will be primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

BECAUSE OF THE EARLY STAGE OF DEVELOPMENT AND THE NATURE OF OUR BUSINESS, OUR SECURITIES ARE CONSIDERED HIGHLY SPECULATIVE.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of our development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage. Accordingly, we have generated nominal revenues and have not realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

NATURE OF OIL AND GAS EXPLORATION AND DEVELOPMENT INVOLVES MANY RISKS THAT WE MAY NOT BE ABLE TO OVERCOME.

Oil and gas exploration and development is very competitive and involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. As with any petroleum property, there can be no assurance that oil or gas will be extracted from any of the properties subject to our exploration and production contracts. Furthermore, the marketability of any discovered resource will be affected by numerous factors beyond our control. These factors include, but are not limited to, market fluctuations of prices, proximity and capacity of pipelines and processing equipment, equipment availability and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, land tenure, allowable production, importing and exporting of oil and gas and environmental protection). The extent of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

WE ARE SUBJECT TO VARIOUS REGULATORY REQUIREMENTS, INCLUDING ENVIRONMENTAL REGULATIONS, AND MAY INCUR SUBSTANTIAL COSTS TO COMPLY AND REMAIN IN COMPLIANCE WITH THOSE REQUIREMENTS.

Our operations in the United States are subject to regulation at the federal, state and local levels, including regulation relating to matters such as the exploration for and the development, production, marketing, pricing, transmission and storage of oil, as well as environmental and safety matters. Failure to comply with applicable regulations could result in fines or penalties being owed to third parties or governmental entities, the payment of which could have a material adverse effect on our financial condition or results of operations. Our operations are subject to significant laws and regulations, which may adversely affect our ability to conduct business or increase our costs. Extensive federal, state and local laws and regulations

relating to health and environmental quality in the United States affect nearly all of our operations. These laws and regulations set various standards regulating various aspects of health and environmental quality, provide for penalties and other liabilities for the violation of these standards, and in some circumstances, establish obligations to remediate current and former facilities and off-site locations.

Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of the applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect our financial condition, results of operations or prospects. We could incur significant liability for damages, clean-up costs and/or penalties in the event of discharges into the environment, environmental damage caused by us or previous owners of our property or non-compliance with environmental laws or regulations. In addition to actions brought by governmental agencies, we could face actions brought by private parties or citizens groups. Any of the foregoing could have a material adverse effect on our financial results.

Moreover, we cannot predict what legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered, enforced or made more stringent. Compliance with more stringent laws or regulations, or more vigorous enforcement policies of the regulatory agencies, could require us to make material expenditures for the installation and operation of systems and equipment for remedial measures, all of which could have a material adverse effect on our financial condition or results of operations.

OUR ABILITY TO SUCCESSFULLY MARKET AND SELL OIL IS SUBJECT TO A NUMBER OF FACTORS THAT ARE BEYOND OUR CONTROL, AND THAT MAY ADVERSELY IMPACT OUR ABILITY TO PRODUCE AND SELL OIL, OR TO ACHIEVE PROFITABILITY.

The marketability and price of oil that may be acquired or discovered by us will be affected by numerous factors beyond our control. Our ability to market our oil may depend upon our ability to acquire space on pipelines that deliver oil to commercial markets. We may also be affected by deliverability uncertainties related to the proximity of our reserves to pipelines and processing facilities, by operational problems with such pipelines and facilities, and by government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of oil and by many other aspects of the oil business.

Our revenues, profitability and future growth and the carrying value of our oil properties are substantially dependent on prevailing prices of oil. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon oil and natural gas prices. Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil, market uncertainty and a variety of additional factors beyond our control. These factors include economic conditions, in the United States and Canada, the actions of the Organization of Petroleum Exporting Countries, governmental regulation, political stability in the Middle East and elsewhere, the foreign supply of oil, the price of foreign imports and the availability of alternative fuel sources. Any substantial and extended decline in the price of oil would have an adverse effect on our borrowing capacity, revenues, profitability and cash flows from operations. Volatile oil prices make it difficult to estimate the value of producing properties for acquisition and often cause disruption in the market for oil producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.

OIL AND GAS OPERATIONS ARE SUBJECT TO OPERATING HAZARDS THAT MAY INCREASE OUR OPERATING COSTS TO PREVENT SUCH HAZARDS, OR MAY MATERIALLY AFFECT OUR OPERATING RESULTS IF ANY OF SUCH HAZARDS WERE TO OCCUR.

Oil exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including hazards such as fire, explosion, blowouts, cratering, unplanned gas releases and spills, each of which could result in substantial damage to oil wells, production facilities, other property and the environment or in personal injury. Oil production operations are also subject to all the risks typically associated with such operations, including encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water into hydrocarbon producing formations. Losses resulting from the occurrence of any of these risks could negatively affect our results of operations, liquidity and financial condition.

To date, we have generated limited revenues from production of our oil and gas lease interests. Our oil and gas exploration and development activities will be focused on the exploration and development of our properties which are high-risk

ventures with uncertain prospects for success. In addition, we will not have earnings to support our activities should the wells drilled or properties acquired prove not to be commercially viable. We cannot guaranty that commercial quantities of oil will be successfully produced as a result of our exploration and development efforts. Further there is no guarantee that we will generate sufficient revenues from production of our reserves.

WE CANNOT GUARANTEE THAT TITLE TO OUR PROPERTIES DOES NOT CONTAIN A DEFECT THAT MAY MATERIALLY AFFECT OUR INTEREST IN THOSE PROPERTIES.

It is our practice in acquiring significant oil leases or interest in oil leases to retain lawyers to fully examine the title to the interest under the lease. In the case of minor acquisitions, we rely upon the judgment of oil lease brokers or landmen who do the field work in examining records in the appropriate governmental office before attempting to place under lease a specific interest. We believe that this practice is widely followed in the oil industry. Nevertheless, there may be title defects which affect lands comprising a portion of our properties which may adversely affect us.

OUR PROPERTIES ARE HELD IN THE FORM OF LEASES AND WORKING INTERESTS IN OPERATING AGREEMENTS AND LEASES. IF THE SPECIFIC REQUIREMENTS OF SUCH LICENSES, LEASES AND WORKING INTERESTS ARE NOT MET, THE INSTRUMENT MAY TERMINATE OR EXPIRE.

All of our properties are held under interests in oil and gas leases and working interests in operating agreements and leases. If we fail to meet the specific requirements of each lease or working interest, especially future drilling and production requirements, the lease may be terminated or otherwise expire. We cannot be assured that we will be able to meet our obligations under each lease and working interest. The termination or expiration of our working interest relating to any lease would harm our business, financial condition and results of operations.

COMPETITION IN THE OIL AND GAS INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN ACQUIRING THE LICENSES.

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas properties for drilling operations and necessary drilling equipment, as well as for access to funds. There can be no assurance that the necessary funds can be raised or that any projected work will be completed. There are other competitors that have operations in the properties in Colombia and the presence of these competitors could adversely affect our ability to acquire additional property interests.

ANY CHANGE TO GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The business of resource exploration and development is subject to regulation relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of oil and gas and related products and other matters. Amendments to current laws and regulations governing operations and activities of oil and gas exploration and development operations could have a material adverse impact on our business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties subject to our exploration and production contracts and the oil and gas industry generally, will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions which may adversely affect our exploration and development activities.

SEASONAL WEATHER CONDITIONS AND OTHER FACTORS COULD ADVERSELY AFFECT OUR ABILITY TO CONDUCT DRILLING ACTIVITIES.

Our operations could be adversely affected by seasonal weather conditions and wildlife restrictions on federal leases. In some areas, certain drilling and other oil and gas activities can only be conducted during limited times of the year, typically during the summer months. This would limit our ability to operate in these areas and could intensify competition during those times for drilling rigs, oil field equipment, services, supplies and qualified personnel, which may lead to periodic shortages. These constraints and the resulting shortages or high costs could delay our operations and materially increase our operating and capital costs, which could have a material adverse effect upon us and our results of operations.

WE DEPEND ON THE SERVICES OF THIRD PARTIES FOR MATERIAL ASPECTS OF OUR OPERATIONS, INCLUDING DRILLING OPERATORS, AND ACCORDINGLY IF WE CANNOT OBTAIN CERTAIN THIRD PARTY SERVICES, WE MAY NOT BE ABLE TO OPERATE.

We may rely on third parties to operate some of the assets in which we possess an interest. Assuming the presence of commercial quantities of oil on our properties, the success of the oil operations, whether considered on the basis of drilling operations or production operations, will depend largely on whether the operator of the property properly fulfils our obligations. As a result, our ability to exercise influence over the operation of these assets or their associated costs may be limited, adversely affecting our financial performance. Our performance will therefore depend upon a number of factors that may be outside of our full control, including the timing and amount of capital expenditures, the operator’s expertise and financial resources, the approval of other participants, the selection of technology, and risk management practices. The failure of third party operators and their contractors to perform their services in a proper manner could adversely affect our operations.

WE WILL REQUIRE SUBSTANTIAL FUNDS TO ENABLE US TO DECIDE WHETHER OUR NON-PRODUCING PROPERTIES CONTAIN COMMERCIAL OIL AND GAS DEPOSITS AND WHETHER THEY SHOULD BE BROUGHT INTO PRODUCTION, AND IF WE CANNOT RAISE THE NECESSARY FUNDS WE MAY NEVER BE ABLE TO REALIZE THE POTENTIAL OF THESE PROPERTIES.

Our decision as to whether our unproved properties contain commercial oil and gas deposits and should be brought into production will require substantial funds and depend upon the results of exploration programs and feasibility studies and the recommendations of duly qualified engineers, geologists, or both. This decision will involve consideration and evaluation of several significant factors including but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies, and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the oil and gas to be produced; (5) environmental compliance regulations and restraints; and (6) political climate, governmental regulation and control. If we are unable to raise the funds necessary to properly evaluate our unproved properties, then we may not be able to realize any potential of these properties.

THE LOSS OR UNAVAILABILITY OF OUR KEY PERSONNEL FOR AN EXTENDED PERIOD OF TIME COULD ADVERSELY AFFECT OUR BUSINESS OPERATIONS AND PROSPECTS.

Our success depends in large measure on certain key personnel, including our President, Chief Executive Officer and Chief Financial Officer. The loss of the services of such key personnel could significantly hinder our operations. In addition, the competition for qualified personnel in the oil industry is intense and there can be no assurance that we will be able to continue to attract and retain all personnel necessary for the development and operation of our business.

OUR INDEPENDENT AUDITORS HAVE SUBSTANTIAL EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

In their report dated November 13, 2012, our current independent registered public accounting firm stated that our financial statements for the year ended July 31, 2012, were prepared assuming that we would continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our auditors’ doubts are based on our ability to obtain sufficient working capital to fund future operations. If we are unable to raise additional capital, our efforts to continue as a going concern may not prove successful.

RISKS RELATED TO OUR COMMON STOCK

TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC’S PENNY STOCK REGULATIONS AND FINRA’S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority ’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

Our executive offices are located at ~~Two~~2425 ~~Allen~~Fountain ~~Center~~View Drive, Suite ~~1600~~300, ~~1200 Smith Street,~~ Houston, TX ~~77002~~77057. We believe that our current premises are sufficient to meet our present needs and do not anticipate the need to secure any additional space. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

RESOURCE PROPERTIES

BULGARIA PROJECT

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

estate. On April 28, 2011, Ms. Susan W. Athens, the executor for the estate of Mr. William C. Athens, executed an agreement to terminate the purchase and sale agreement between Liberty Energy Corp. and William C. Athens. Under the terms of the agreement Liberty Energy Corp. shall retain the 1/64th of the 1% interest in the A-Lovech exploration block and Mr. Athens’ estate shall retain the funds which were forwarded to Mr. Athens for this acquisition.

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

As this ORRI is operated by Direct Petroleum Bulgaria EOOD, a 100% subsidiary of TransAtlantic Petroleum Ltd a TSX and NYSE listed, vertically integrated, international energy company engaged in the acquisition, exploration, development and production of crude oil and natural gas. Our company is currently not involved in any ongoing development operations or exploration of the block. That being said, our ORRI does entitle our company to royalty interest on all future revenues and reserves located on the block, at no further cost to our company. It is anticipated that the Deventci development will be tied into the Aglen field, 21km away. As at November 13, 2012 the Deventci discovery well is producing as an extended production test into a CNG facility. 11

TransAtlantic Petroleum confirmed the Peshtene R-11 well ("Peshtene"), located on the A-Lovech exploration license, targeted the Middle Jurassic age Etropole formation. Peshtene was successfully drilled in a total of 56 days to a depth of 3190 meters, including 354 meters of Etropole argillite. Numerous gas shows were recorded in the argillite, consisting of methane, ethane and propane (C1, C2, and C3). Over 289 metres of the Jurassic age Etropole and Ozirovo whole core has been taken from the well. The Ozirovo formation produces nearby in the Chiren Gas Field and in TransAtlantic's Deventci R1 discovery well, 36 kilometers to the east.1

~~Transatlatic~~Transatlantic Petroleum have confirmed that petrophysical analysis of the Etropole formation indicates net pay of 114 meters, with an average porosity of 6% and water saturation of 48%. Comprehensive core analysis by Core Laboratories was completed in the first quarter of 2012.1 The core data from the Etropole argillite and Ozirovo carbonate will be evaluated for reservoir rock properties, geochemical analysis, and rock mechanics. The results of the core and well log analysis will help to design and plan the future completion procedure for the well.2 Peshtene was completed and tested in Q2, 2012. Based on the data recovered to date, Direct Petroleum Bulgaria EOOD ("Direct Bulgaria"), has applied to the government of Bulgaria for a Production Concession (the "Stefanetz Concession"). The Stefanetz Concession is expected to cover an area up to 1,600 square kilometers (395,000 acres) for a term of up to 35 years.1 TransAtlantic also plans to complete the Deventci R-2 well later this year.

Further to the completion of the transactions in the purchase and sale agreement, we have begun a thorough search and review of other assets in this part of Europe, with a view to engaging in similar low risk opportunities.

TEXAS ~~PROJECT~~PROJECTS

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

The Anton Lease lapsed on January 9, 2011 this tract had 1 shut-in well. 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 well therefore the lease was allowed to lapse. In connection 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 lease was allowed to lapse. In connection with the lapse $623,124 of leasehold cost were written off.

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) pertaining to certain interests in oil and gas properties in Bastrop, Caldwell and Eastland Counties, Texas. The interests which were assigned to the Company are three year leases to the following properties:

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

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

A 100% working interest in 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 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 the Company issued 24,155,435 restricted shares of our common stock to Langold, a non-US shareholder. The restricted shares were valued equal the volume weighted average of the closing price (the “VWAP”) of Common Stock for the ten (10) Banking Days immediately preceding the execution of the assignment, as quoted on Google 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~~Company ~~Energy~~common stock which was valued at $243,932 for a total consideration of $263,932.~~Based~~ ~~on the above we are restating our April 30, 2012 financial statements file on form 10-Q to correct this error on the April 30, 2012 balance sheet.~~

		Balance sheet for the six months ended April 30, 2012
		As reported	Adjustment		As restated
Total Current Assets	$	600		$	600
Oil and Gas Properties, full cost method		4,052,938	(3,009,548)		1,043,390
Total Assets	$	4,053,538	(3,009,548)	$	1,043,990
Total Current Liabilities	$	36,550		$	36,550
Total Long term Liabilities		56,328			56,328
Stockholders' Equity
Common stock		88,120			88,120
Additional paid-in capital		4,571,366	(3,009,548)		1,561,818
Deficit accumulated during exploration stage		(698,826)			(698,826)
Total Stockholders' Equity	$	3,960,660	(3,009,548)	$	951,112
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	4,053,538	(3,009,548)	$	1,043,990

ITEM 3.

LEGAL PROCEEDINGS

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

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

1213

PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our authorized capital stock consists of 150,000,000 common shares, par value $.001 per share. On July 31, ~~2012~~2013, there were 8898,~~527~~243,~~270~~130 common shares issued and outstanding.

Our common stock was listed for trading on the Over the Counter Bulletin Board under the symbol "LBYE". Our shares have only experienced trading activity since March 2010. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

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

As of ~~the~~November ~~date~~8, of2013, ~~this report~~ we have 1118 shareholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. The transfer agent of our common stock is Empire Stock Transfer Inc., 1859 Whitney Mesa Dr. Henderson, NV 89014.

Recent Sales of Unregistered Securities

WeBelow ~~did~~is ~~not~~a ~~sell~~list ~~any~~of ~~equity~~ securities ~~which~~sold ~~were~~by ~~not~~us ~~registered~~from ~~under~~August ~~the~~1, ~~Securities~~2012 ~~Act~~to ~~during~~ the ~~year~~present ~~ended~~date ~~July~~which ~~31, 2012 that~~ were not ~~otherwise~~registered ~~disclosed~~under ~~on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during~~ the ~~year~~Securities ~~ended July 31, 2012~~Act.


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

ITEM 6.

SELECTED FINANCIAL DATA

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

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are an exploration stage company and have generated nominal revenues since inception and have incurred $776,407 in expenses through July 31, 2012. Our financial statements from inception (June 6, 2006) through the year ended July 31, 2012 report revenues of $26,778 and a net loss of $1,419,217. Those revenues were generated from our interest in the Dahlstrom and Lockhart leases in Texas which have now lapsed and are not recurring. We had expected to generate greater revenues from Dahlstrom lease. However, the well underwent a significant workFORWARD-~~over~~LOOKING resulting in significant production downtime and decreased lease revenues for the year ended July 31, 2012. On July 25, 2012, it was determined by our company after discussions with our operators, geologists and based on historical data, that it would not be cost effective to pursue the leases and existing wells therefore the lease was allowed to lapse.STATEMENTS

ToThis ~~implement~~annual ~~our~~report ~~business~~contains ~~plan~~forward-looking ~~during~~statements. ~~the~~These ~~next~~statements ~~twelve~~relate ~~months~~to future events or our future financial performance. In some cases, weyou ~~need~~can toidentify ~~generate~~forward-looking ~~revenues~~statements ~~from~~by ~~Bastrop~~terminology such as "may", ~~Caldwell~~"should", ~~Eastland~~"expects", ~~leases~~"plans", ~~and~~"anticipates", ~~our~~"believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other ~~interests~~comparable terminology. ~~Our~~These ~~failure~~statements toare doonly sopredictions ~~will~~and ~~hinder~~involve known and unknown risks, uncertainties and other factors that may cause our ~~ability~~or toour ~~increase~~industry's ~~the~~actual ~~size~~results, levels of ~~our~~activity, ~~operations~~performance ~~and~~or achievements to ~~generate~~be ~~revenues~~materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. IfAlthough we believe that the expectations reflected in the forward-looking statements are ~~not~~reasonable, ~~able~~we tocannot ~~generate~~guarantee ~~additional~~future ~~revenues~~results, tolevels ~~cover~~of ~~our~~activity, ~~operating~~performance ~~costs~~or achievements. Except as required by applicable law including the securities laws of the United States, we ~~may~~do not beintend ~~able~~to update any of the forward-looking statements to ~~expand~~conform ~~our~~these ~~operations~~statements to actual results.

~~For~~Any ~~the~~or ~~period~~all of ~~inception~~our ~~(June~~forward-looking 6,statements ~~2006)~~in ~~through~~this ~~July~~report ~~31,~~may ~~2012,~~turn ~~our~~out ~~total~~to ~~operating~~be ~~expenses~~inaccurate. ~~were~~They ~~$819,781,~~can ~~which~~be isaffected ~~comprised~~by ofinaccurate ~~operating~~assumptions ~~costs~~we ofmight ~~$42,374,~~make ~~professional~~or ~~fees~~by ofknown ~~$111,648~~or ~~and~~unknown ~~general~~risks ~~and~~or ~~administrative~~uncertainties. ~~expenses of $665~~Consequently,~~759.~~ Weno ~~expect~~forward-looking ~~that~~statement wecan ~~will~~be ~~continue~~guaranteed. toActual ~~generate operating losses for the foreseeable~~ future.

Barring any additional overhead related to additional acquisitions, we expect that our future monthly operating expenses for 2013 will be reduced in comparison with our current expense levels as we have reduced director compensation and 15

13results may vary materially as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" in our prior filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to publicly update any forward-looking statements, whether as the result of new information, future events, or otherwise. We intend that all forward-looking statements be subject to the safe harbor provisions of the PSLRA.

~~operating~~Our ~~costs~~financial ~~for~~statements ~~the~~are ~~lapsed~~stated ~~leases~~in ~~will~~United noStates ~~longer~~Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be ~~incurred~~read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, ~~however~~estimates weand ~~may~~beliefs. ~~incur~~Our ~~additional~~actual ~~direct~~results ~~costs~~could ~~relating~~differ tomaterially ~~newly~~from ~~acquired~~those ~~interests~~discussed in the forward looking statements. WeFactors ~~will~~that ~~continue~~could cause or contribute to ~~incur~~such ~~significant~~differences ~~general~~include, but are not limited to, those discussed below and ~~administrative~~elsewhere ~~expenses~~in this quarterly report.

~~The~~In ~~following~~this ~~table~~annual ~~provides~~report, ~~selected~~unless ~~financial~~otherwise ~~data~~specified, ~~about~~all ~~our~~dollar ~~company~~amounts ~~for~~are ~~the~~expressed ~~periods~~in ~~ended~~United ~~July~~States ~~31,~~dollars. ~~2012~~All references to "US$" refer to United States dollars and ~~2011~~all references to "common shares" refer to the common shares in our capital stock.

	Year Ended July 31
	2012		2011
Revenue	$	-	$	23,582
Total Operating and G&A Expenses	$	935,393	$	329,691
Other Income (Expenses)	$	(778)	$	-
Net Loss	$	936,171	$	329,691

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

We are an exploration stage company and have generated nominal revenues since inception and have incurred $1,113,505 in expenses through July 31, 2013. Our financial statements from inception (June 6, 2006) through the year ended July 31, 2013 report revenues of $26,778 and a net loss of $1,918,717. Those revenues were generated from our interest in the Dahlstrom and Lockhart leases in Texas, which have now lapsed and are not recurring. We had expected to generate greater revenues from the Dahlstrom lease. However, the well underwent a significant work-over resulting in significant production downtime and decreased lease revenues for the year ended July 31, 2012. On July 25, 2012, it was determined by our company after discussions with our operators, geologists and based on historical data, that it would not be cost effective to pursue the leases and existing wells therefore the lease was allowed to lapse.

To implement our business plan during the next twelve months, we need to develop and/or acquire additional oil interests which will be revenue-generating. Our failure to do so will hinder our ability to increase the size of our operations and to generate revenues. If we are not able to generate additional revenues to cover our operating costs, we may not be able to expand our operations and may need to curtail our existing operations.

For the period of inception (June 6, 2006) through July 31, 2013, our total operating expenses were $679,724, which is comprised of operating costs of $53,188 and impairment expense of $626,536. We expect that we will continue to generate operating losses for the foreseeable future.

While our operating expenses for 2013 were reduced from 2012, with the addition of acquisitions

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

The following table provides selected financial data about our company for the periods ended July 31, 2013 and 2012.


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

Revenues

We earned no revenues during the ~~year~~years ended July 31, ~~2012~~2013 ~~compared to $23,582 in the same period in fiscal 2011. The decrease is due to reduced production from the lapsed Lockhart~~ and ~~Dahlstrom leases~~2012.

General Administrative Expenses

Our general administrative expenses for the year ended July 31, ~~2012~~2013 ~~and~~($337,098) increased by approximately 18% from the year ended July 31, ~~2011~~2012 ~~are~~($285,929) ~~outlined~~due into ~~the~~higher ~~table~~executive ~~below~~compensation, ~~and~~most ~~reflect~~of ~~our~~which ~~efforts~~was toeither ~~reduce~~accrued ~~discretionary~~or ~~costs:~~paid in stock.

	Year Ended
	July-31,
	2012		2011
Investor Relations	$	23,000	$	30,000
Public Relations Distributions	$	10,925	$	13,656
Directors Expenses	$	5,672	$	42,142
Transfer Agent Fees	$	2,450	$	1,632

The decrease in operating expenses for the year ended July 31, 2012, compared to the same period in fiscal 2011, was mainly due decreased operations, director's wages and investor relations.

Liquidity and Financial Condition

As of July 31, ~~2012~~2013, our total current assets were $381,~~880~~894 and our total current liabilities were $~~134~~260,~~848~~292 and we had a working capital deficit of $95258,~~968~~398. Our financial statements report a net loss of $~~936~~499,~~171~~500 for the year ended July 31, ~~2012~~2013, and a net loss of $1,~~419~~918,~~218~~717 for the period from June 6, 2006 (date of inception) to July 31, ~~2012~~2013.

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


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

Cash Flows		At July 31, 2012		At July 31, 2011
Net Cash (Used in) Provided by Operating Activities	$	(395,677)	$	(172,450)
Net Cash (Used In) Investing Activities	$	-	$	(498,757)
Net Cash Provided by Financing Activities	$	280,000	$	750,000
Cash (decrease) increase during the year	$	(115,677)	$	78,793

We had cash in the amount of $1,894 as of July 31, 2013 as compared to $38,880 as of July 31, 2012. We had a working capital deficit of $258,398 as of July 31, 2013 compared to working capital deficit of $95,968 as of July 31, 2012.

We had cash in the amount of $38,880 as of July 31, 2012 as compared to $154,557 as of July 31, 2011. We had a working capital deficit of $95,968 as of July 31, 2012 compared to working capital deficit of $26,116 as of July 31, 2011.17

To For ~~date~~the year ended July 31, 2013, our ~~principal~~net ~~sources~~cash received from financing activities was $70,500, of ~~funds~~which ~~have~~$43,000 ~~been~~came from ~~sales~~the sale of ~~our~~ common stock, ~~and~~compared ~~more~~to ~~recently~~$280,000 ~~entering~~in ~~into~~2012, ~~convertible~~all ~~notes~~of ~~payable.~~which came from the sale of common stock.

~~Cash~~To ~~provided~~date, byour ~~financing~~principal ~~activities~~sources ~~since~~of ~~inception~~funds ~~through~~have ~~July~~been ~~31, 2012 was $1,396,000,~~ from ~~the~~sales ~~sale~~ of our ~~shares of~~ common stock and other securities.

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

PLAN OF OPERATION AND CASH REQUIREMENTS

Over the next 12 -month period we intend to focus our efforts on ~~production~~our ofoil ~~our~~and ~~Texas~~gas ~~projects~~acquisition program and aggressive exploration and appraisal programs on our ~~Texas~~leased ~~projects. We are also constantly looking to acquire new~~ properties ~~with rework and development potential~~. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, ~~but~~and issuance of convertible debt. In the foreseeable future, we ~~are~~intend ~~uncertain~~to ~~about~~utilize our ~~continued~~stock ~~ability~~purchase agreement with Petro Fund 1 to raise ~~funds~~additional ~~privately~~funding, as well as private placements of equity and judicious debt incurrence. If we are unable to secure adequate capital to continue our oil and gas exploration and development business our shareholders will lose some or all of their investment and our business will likely fail.

Over the next twelve months we expect to expend funds as follows:

Estimated Net Expenditures During the Next Twelve Months
General, Administrative, and Corporate Expenses	$ 200,000
Operating Expenses	$ 100,000
Acquisitions & Exploration	$ 1,500,000
Development	$ 2,000,000
TOTAL	$ 3,800,000

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital.

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

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations

Over the next twelve months we expect to expend funds as follows:


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

CONTRACTUAL OBLIGATIONS

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

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SIGNIFICANT ACCOUNTING POLICIES

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, our accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report ~~on Form 10-K for the year ended July 31, 2012~~.

~~RECENT~~Critical ~~ACCOUNTING~~Accounting ~~PRONOUNCEMENTS~~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 (“US GAAP”). 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.

Use of Estimates

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

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.

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. Our policy is consistent with ASC 932.

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 2009 through 2012 are open to examination. At July 31, 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

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

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

Recent Accounting Pronouncements

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

LIBERTY ENERGY CORP. (f/k/a DMA MINERALS INC.) (AN EXPLORATION STAGE COMPANY)
July 31, 2012 and 2011
Index to Financial Statements
Report Of Independent Registered Public Accounting Firm	18
Balance Sheet:
July 31, 2012 and 2011	19
Statements of Operations:
For the fiscal years ended July 31, 2012 and 2011, and for the Period from June 6, 2006 through July 31, 2012	20
Statement of Changes in Equity
For the Period from June 6, 2006 through July 31, 2012	21
Statements of Cash Flows:
For the fiscal years ended July 31, 2012 and 2011, and for the Period from June 6, 2006 through July 31, 2012	23
Notes to Financial Statements:
July 31, 2012	24

INDEX TO AUDITED FINANCIAL STATEMENTS

17JULY 31, 2013



Report of Independent Registered Public Accounting Firm	22

Balance Sheets as of July 31, 2013 and July 31, 2012	23

Statements of Operations for the Years Ended July 31, 2013 and 2012, and Inception (June 6, 2006 ) to July 31, 2013	24

Statement of Changes in Shareholders’ Equity for the Period from June 6, 2006 (Inception) through July 31, 2013	25

Statements of Cash Flows for the Years Ended July 31, 2013 and 2012, and Inception (June 6, 2006 ) to July 31, 2013	26

Notes to the Financial Statements	27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Liberty Energy Corp.

Houston, Texas

We have audited the accompanying balance sheet of Liberty Energy Corp. (the “Company") as of July 31, ~~2012~~2013 and ~~2011~~2012, and the related statements of operations, shareholders' equity, and cash flows for each of the ~~year~~ ~~ended~~years ~~July 31,~~then ~~2012~~ended and the period from June 6, 2006 (inception) to July 31, ~~2012~~2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Liberty Energy Corp. as of July 31, ~~2012~~2013 and ~~2011~~2012 and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~July~~years ~~31,~~the ~~2012~~ended and the period from June 6, 2006 (inception) to July 31, ~~2012~~2013, in conformity with accounting principles generally accepted in the United States of America.

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

/s/ McConnell & Jones, LLP

Houston, Texas

November 1319, ~~2012~~2013

LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Balance Sheet
ASSETS
			As of		As of
			July 31,		July 31,
			2012		2011
	Current Assets
	Cash	$	38,880	$	154,557
	Total Current Assets		38,880		154,557
	Oil and Gas Properties, full cost method		363,939		790,398
	Total Assets	$	402,819	$	944,955
	Current Liabilities
	Accounts Payable		52,070		155,673
	Loan Payable		75,778		-
	Loan Payable - related party		-		25,000
	Payroll Liabilities		7,000		-
	Total Current Liabilities		134,848		180,673
	Long Term Liabilities
	Asset Retirement Obligations		-		56,328
	Total Long Term Liabilities		-		56,328
	Stockholders' Equity
	Common stock, $0.001 par value, 150,000,000 shares
	authorized; 88,527,270 and 62,064,677 shares issued
	and outstanding as of July 31, 2012 and
	July 31, 2011 respectively		88,527		62,064
	Additional paid-in capital		1,598,661		1,128,936
	Deficit accumulated during exploration stage		(1,419,217)		(483,046)
	Total Stockholders' Equity		267,971		707,954
	TOTAL LIABILITIES &
	STOCKHOLDERS' EQUITY	$	402,819	$	944,955
The accompanying notes are an integral part of these unaudited financial statements.

LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statement of Operations
								June 6, 2006
				Year Ended		Year Ended		(inception) through
				July 31,		July 31,		July 31,
				2012		2011		2012
	Revenues
		Revenues	$	-	$	23,582	$	26,778
	Operating Costs
		Operating Costs		26,340		16,034		42,374
		Impairment Expense		623,124		3,512		626,536
	Total Operating Expense			(649,464)		(19,546)		(668,910)
	Operating Income (Loss)			(649,464)		4,036		(642,132)
	General & Administrative Expenses
		Professional Fees		41,871		27,803		111,648
		General & Administrative		244,058		305,924		664,759
	Total General & Administrative Expenses			(285,929)		(333,727)		(776,407)
	Other Income/Expense
		Interest expense		(778)				(778)
		Gain from currency exchange						100
	Net Income (Loss)		$	(936,171)	$	(329,691)	$	(1,419,217)
	Basic earnings per share		$	(0.01)	$	(0.01)
	Weighted average number of
	common shares outstanding			73,785,864		61,344,753
The accompanying notes are an integral part of these unaudited financial statements.

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

(continued from previous page)
Stock Issued for cash on September 27, 2011	50,000	50	24,950		25,000
@ $0.50 per share
Forgiveness of debt by Director			25,000		25,000
Stock Issued for cash on November 28, 2011	830,722	831	44,169		45,000
@ $0.05 per share
Stock Issued for cash on January 24, 2012	417,986	418	24,582		25,000
@ $0.06 per share
Stock Issued for cash on February 15, 2012	200,011	200	24,800		25,000
@ $0.12 per share
Issuance of common stock for oil and gas property	24,155,453	24,156	239,782		263,938
Stock Issued for cash on March 21, 2012	401,035	401	49,599		50,000
@ $0.12 per share
Stock Issued for cash on May 22, 2012	382,404	382	34,618		35,000
@ $0.09 per share
Shares issued for advisory board services	25,000	25	2,225		2,250
Net Loss, July 31, 2012				(936,171)	(936,171)
Balance, July 31, 2012	88,527,270	88,527	1,598,661	(1,419,217)	267,971
The accompanying notes are an integral part of these unaudited financial statements.

LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statement of Cash Flows
Balance Sheets
							June 6, 2006
			As of		As of
							(inception)
			July 31,		July 31,
			Year Ended		Year Ended		through
			2013		2012
			July 31,		July 31,		July 31,
Current Assets
			2012		2011		2012
Cash		$	1,894	$	38,880
	CASH FLOWS FROM OPERATING ACTIVITIES
Total Current Assets			1,894		38,880
	Net loss	$	(936,171)	$	(329,691)	$	(1,419,217)
Oil and Gas Properties, full cost method			363,939		363,939
	Adjustments to reconcile net loss to net cash
Total Assets		$	365,833	$	402,819
	provided by (used in) operating activities:
Current Liabilities
	Impairment Expense		690,397		3,512		693,909
Accounts Payable		$	87,928	$	52,070
	Write off of ARO liability		(33,048)				(33,048)
Loan Payable			32,500		75,000
	Stock compensation		2,250				2,250
Accrued interest			25,564		778
	Other		-		141
Accounts Payable - Related Parties			114,300		7,000
	Changes in operating assets and liabilities:
Total Current Liabilities			260,292		134,848
	Accounts Receivable		-		342		-
Stockholders' Equity
	Deposit		-		1,250		-
Common stock, $0.001 par value, 150,000,000 shares
	Accounts Payable		(119,105)		151,996		36,567
authorized; 98,243,130 and 88,527,270 shares issued
	Net cash used in operating activities		(395,677)		(172,450)		(719,539)
and outstanding as of July 31, 2013 and
	CASH FLOWS FROM INVESTING ACTIVITIES
July 31, 2012, respectively			98,243		88,527
	Addition of Oil and Gas Properties				(498,757)		(737,581)
Additional paid-in capital			1,926,015		1,598,661
	Acquisition of equipment		-		-		-
Deficit accumulated during exploration stage			(1,918,717)		(1,419,217)
	Net cash used in investing activities		-		(498,757)		(737,581)
Total Stockholders' Equity			105,541		267,971
	CASH FLOWS FROM FINANCING ACTIVITIES
Total Liabilities &
	Proceeds from sale of common stock		205,000		750,000		1,396,000
Stockholders' Equity		$	365,833	$	402,819
	Loan Payable - related party		-		-		25,000
The accompanying notes are an integral part of these audited financial statements.
	Loan Payable		75,000		-		75,000
	Net cash used in financing activities		280,000		750,000		1,496,000
	Net increase (decrease) in cash		(115,677)		78,793		38,880
	Cash at beginning of period		154,557		75,764		-
	Cash at end of year	$	38,880	$	154,557	$	38,880
	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash paid during year for :
	Interest	$	-	$	-	$	-
	Income Taxes	$	-	$	-	$	-
	Non Cash Activity
	Related Party Debt Forgiven		25,000				25,000
	Lease acquired through issuance of stock		263,938				263,938
	ARO Assets			$	-		56,328
	Reversal of Oil and Gas Assets through Notes				-		(300,000)
		$	288,938	$	-		45,266
The accompanying notes are an integral part of these unaudited financial statements.

LIBERTY ENERGY CORP.


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


								June 6, 2006
				Year		Year		(inception)
				Ended		Ended		through
				July 31,		July 31,		July 31,
				2013		2012		2013


	Revenues

		Revenues	$	-	$	-	$	26,778

	Operating Costs

		Operating Costs		10,814		26,340		53,188
		Impairment Expense		-		623,124		626,536
	Total Operating Expense			10,814		649,464		679,724
	Gross Profit			(10,814)		(649,464 )		(652,946)

	General & Administrative Expenses
		Professional Fees		40,827		41,874		152,475

		General & Administrative		296,271		244,058		961,030


	Total General & Administrative Expenses			(337,098)		(285,929)		(1,113,505)

	Other Income/(Expense)
		Interest expense		(122,614)		(778)		(123,392)
		Loss on derivative liability		(28,974)		-		(28,974)
		Gain from currency exchange		-		-		100
				(151,588)		(778)		(152,266)

	Net loss		$	(499,500)	$	(936,171)	$	(1,918,717)

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

	Weighted average number of			92,745,896		73,785,864
	common shares outstanding

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

~~(f/k/a DMA MINERALS INC.)~~24

(AN EXPLORATION STAGE COMPANY)


LIBERTY ENERGY CORP. (An Exploration Stage Company) Statement of Changes in Shareholders’ Equity
	Common Stock	Common Stock Amount	Additional Capital Paid-in Capital	Deficit Accumulated During Exploration Stage	Total
Balance, June 6, 2006	-	-	-	-	-
Stock issued for cash on June 6, 2006
@ $0.001 per share	30,000,000	$ 30,000	$ (24,000)		$ 6,000
Net Loss, July 31, 2006				$ (615)	(615)
Balance, July 31, 2006	30,000,000	30,000	(24,000)	(615)	5,385

Stock Issued for cash on December 4, 2006
@ $0.002 per share	30,000,000	30,000	30,000		60,000
Net Loss, July 31, 2007				(14,239)	(14,239)
Balance, July 31, 2007	60,000,000	60,000	6,000	(14,854)	51,146

Net Loss, July 31, 2008				(17,113)	(17,113)
Balance, July 31, 2008	60,000,000	60,000	6,000	(31,967)	34,033

Net Loss, July 31, 2009				(13,013)	(13,013)
Balance, July 31, 2009	60,000,000	60,000	6,000	(44,980)	21,020

Stock issued for cash on September 8, 2009	400,000	400	199,600		200,000
@ $0.50 per share
Stock issued for cash on April 8, 2010	75,000	75	74,925		75,000
@ $1.000 per share
Stock issued for cash on July 22, 2010	200,000	200	99,800		100,000
@ $0.50 per share
Net Loss, July 31, 2010				(108,375)	(108,375)
Balance, July 31, 2010	60,675,000	60,675	380,325	(153,355)	287,645

Stock Issued for cash on August 27, 2010	211,864	212	124,788		125,000
@ $0.59 per share
Stock Issued for cash on September 28, 2010	115,384	115	74,885		75,000
@ $0.65 per share
Stock Issued for cash on October 29, 2010	94,340	94	49,906		50,000
@ $0.53 per share
Stock Issued for cash on December 8, 2010	169,492	169	99,831		100,000
@ $0.53 per share
Stock Issued for cash on February 14, 2011	150,000	150	74,850		75,000
@ $0.50 per share
Stock Issued for cash on March 3, 2011	200,000	200	99,800		100,000
@ $0.50 per share
Stock Issued for cash on April 25, 2011	150,000	150	74,850		75,000
@ $0.50 per share
Stock Issued for cash on July 26, 2011	300,000	300	149,700		150,000
@ $0.50 per share
Net Loss, July 31, 2011				(329,691)	(329,691)
Adjustment of share to AP	(1,403)	(1)	1		0
Balance, July 31, 2011	62,064,677	62,064	1,128,936	(483,046)	707,954
(continued on next page)

~~NOTES TO FINANCIAL STATEMENTS~~25

July 31, 2012


(continued from previous page)
	Common Stock	Common Stock Amount	Additional Capital Paid-in Capital	Deficit Accumulated During Exploration Stage	Total
Balance, July 31, 2011	62,064,677	$ 62,064	$ 1,128,936	$ (483,046)	707,954

Stock Issued for cash on September 27, 2011	50,000	50	24,950		25,000
@ $0.50 per share

Forgiveness of debt by Director			25,000		25,000

Stock Issued for cash on November 28, 2011	830,722	831	44,169		45,000
@ $0.05 per share

Stock Issued for cash on January 24, 2012	417,986	418	24,582		25,000
@ $0.06 per share

Stock Issued for cash on February 15, 2012	200,011	200	24,800		25,000
@ $0.12 per share

Issuance of common stock for oil and gas property	24,155,435	24,156	239,782		263,938

Stock Issued for cash on March 21, 2012	401,035	401	49,599		50,000
@ $0.12 per share

Stock Issued for cash on May 22, 2012	382,404	382	34,618		35,000
@ $0.09 per share

Shares issued for advisory board services	25,000	25	2,225		2,250

Net Loss, July 31, 2012				(936,171)	(936,171)
Balance, July 31, 2012	88,527,270	88,527	1,598,661	(1,419,217)	267,971

Shares issued for advisory board services	50,000	50	2,450		2,500
Converted debt	7,665,860	7,666	173,904		181,570
Stock to be issued to Petro Fund 1			43,000		43,000
Stock issued to officers	2,000,000	2,000	108,000		110,000

Net Loss, July 31, 2013				(499,500)	(499,500)
Balance, July 31, 2013	98,243,130	$ 98,243	$ 1,926,015	$ (1,918,717)	$ 105,541

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


LIBERTY ENERGY CORP.
(An Exploration Stage Company)
Statements of Cash Flows
							June 6, 2006
			Year		Year		(inception)
			Ended		Ended		through
			Jul-31		Jul-31		Jul-31
			2013		2012		2013
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(499,500)	$	(936,171)	$	(1,918,717)
	Adjustments to reconcile net loss to net cash
	provided by (used in) operating activities:
	Impairment Expense		-		690,397		693,909
	Write off of ARO liability		-		(33,048)		(33,048)
	Amortization of debt discount		75,000		-		75,000
	Amortization of deferred financing costs		5,000		-		5,000
	Loss on derivative liability		28,974		-		28,974
	Stock compensation		112,500		2,250		114,750
	Changes in operating assets and liabilities:
	Accounts Receivable		-		-		-
	Accounts Payable		170,540		(119,105)		207,107
	*Net cash used in operating activities*		(107,486)		(395,677)		(827,025)
	CASH FLOWS FROM INVESTING ACTIVITIES
	Addition of Oil and Gas Properties		-		-		(737,581)
	*Net cash provided by (used in) investing activities*		-		-		(737,581)
	CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock		43,000		205,000		1,439,000
	Loan payable - related party		-		-		25,000
	Repayment of loan payable		(27,500)		-		(27,500)
	Proceeds from Loan Payable		55,000		75,000		130,000
	*Net cash provided by financing activities*		70,500		280,000		1,566,500
	*Net increase (decrease) in cash*		(36,986)		(115,677)		1,894
	*Cash at beginning of period*		38,880		154,557		-
	*Cash at end of period*	$	1,894	$	38,880	$	1,894

	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Interest Expense Paid	$	14,835	$	-		14,835
	Income Taxes	$	-	$	-		-
	Non Cash Activity
	Related Party Debt Forgiven	$	-	$	25,000		25,000
	Lease acquired through issuance of stock		-		263,938		263,938
	ARO Assets		-		-		56,328
	Debt discount associated with derivative liability		-		-		-
	Reversal of Oil and Gas Assets through Notes		-		-		(300,000)
	Write-off of Discount on Oil and Gas Properties		103,750		-		103,750
	Shares issued for conversion of note payable issued on May 23, 2012 and interest of $1,700		44,200		-		44,200
	Shares issued for conversion of note payable issued on July 11,2012 and interest of $1,300		28,800		-		15,000

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

LIBERTY ENERGY CORP.

(An Exploration Stage Company)

Notes to Financial Statements

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The Company’s success will depend in large part on its ability to obtain 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 ~~present~~has no revenues ~~are~~or ~~insufficient~~cash flow to meet operating expenses. ~~Continuing as a going concern, the Company contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business.~~ The Company has incurred cumulative net losses since its inception and requires capital for its future operational activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s plan of operations, and its transition to profitable operations is necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

Net Loss per Share

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

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.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

other exploration work, drilling, completing and equipping oil and gas wells, constructing production facilities and pipelines, and other related costs.

As all client leases with production lapsed were written off the asset retirement obligation of $56,328 was re-evaluated. $23,280 was reclassified to accounts payable to correspond with the plugging and abandonment cost associated with the expired leases and the balance was reversed.

Revenue and Cost Recognition

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

Reclassification

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

Income Taxes

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

The Company’s federal tax returns for the years ended ~~2006~~2009 through ~~2011~~2012 are open to examination. At July 31, ~~2012~~2013, ~~and 2011,~~ 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

~~ASC~~GAAP ~~No.~~establishes ~~825-50-10-1,~~a ~~"Financial~~fair ~~Instruments~~value –hierarchy ~~Overall~~which ~~Disclosure",~~has ~~requires~~three levels based on the ~~Company~~reliability toof ~~disclose,~~the ~~when~~inputs ~~reasonably~~to ~~attainable,~~determine the fair ~~market~~value. ~~values~~These oflevels ~~its~~include: Level 1, defined as inputs such as unadjusted quoted prices in active markets for identical assets ~~and~~or liabilities; ~~which~~Level 2, defined as inputs other than quoted prices in active markets that are ~~deemed~~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 bedevelop ~~financial~~its ~~instruments~~own assumptions. The Company'’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities and notes payable. ~~which~~The ~~due~~carrying tovalues ~~their~~of ~~short~~these ~~term~~financial ~~nature~~instruments approximate their respective fair ~~value~~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.

2529

~~LIBERTY~~Reclassifications ~~ENERGY CORP.~~

~~(f/k/a~~Certain ~~DMA~~prior ~~MINERALS~~period ~~INC~~amounts have been reclassified to conform to current period presentation. No reclassification had any impact on the Company’s previously reported net income (loss).

~~(AN~~NOTE ~~EXPLORATION~~4 ~~STAGE~~- ~~COMPANY)~~UNEVALUATED OIL AND GAS PROPERTIES

~~NOTES~~Trius ~~TO FINANCIAL STATEMENTS~~Acquisition

~~July~~On 31October 1, ~~2012~~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).

~~NOTE~~The 4Anton Lease lapsed on January 9, 2011. The tract had 1 shut-in ~~UNEVALUATED~~well ~~OIL~~and ~~AND~~based ~~GAS~~on ~~PROPERTIES~~historical ~~AND~~data, ~~3rd~~discussions ~~QUARTER~~with ~~RESTATEMENT~~their operators and geologists the Company determined that it would not be cost effective to pursue the well, therefore the lease was allowed to lapse and $3,512 of leasehold cost were written off.

OnThe ~~October~~remaining 1,leases ~~2009,~~lapsed ~~the~~on ~~Company~~July ~~entered~~25, ~~into~~2012. aIt ~~lease~~was ~~purchase~~determined ~~and~~by ~~sale~~the ~~agreement~~Company ~~with~~after ~~Trius~~discussions ~~Energy~~with ~~LLC,~~their ~~a Texas corporation~~operators, togeologists ~~acquire~~and ~~four~~based ~~oil~~on ~~and~~historical ~~gas~~data ~~leases~~that init ~~Texas~~would ~~for~~not ~~$125,000.~~be ~~The~~cost ~~interests~~effective ~~consist~~to ofpursue athe ~~100%~~leases WIand ~~(Working~~existing ~~Interest)~~wells attherefore athe ~~75%~~lease ~~NRI~~was ~~(Net~~allowed ~~Revenue~~to ~~Interest)~~lapse. In inconnection with the ~~Dahlstrom~~lapse, ~~Lease~~$690,397 2%of WIleasehold atcost ~~75%~~was ~~NRI~~written inoff. ~~the~~The ~~Ratliff~~Company ~~Lease~~also ~~and~~accrued ~~100%~~payables WIfor at$23,280 afor ~~70% NRI in~~ the ~~Lockhart~~plugging ~~Project,~~and ~~consisting~~abandonment of ~~two~~wells ~~leases,~~associated ~~the~~with ~~Anton~~these ~~Lease~~properties (1which ~~tract)~~are ~~and~~recorded ~~Alexander~~under ~~Lease~~accounts ~~(3 tracts)~~payable.

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 lease was allowed to lapse. In connection with the lapse $690,397 of leasehold cost were written off. The Company also accrued payable 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 1/16^th of 1% of 8/8ths ORRI (overriding royalty interest) in the A-Lovech exploration block in Bulgaria for a total price of $400,000. The payments and assignments 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~~as ~~acquisition.~~part ~~Oil~~of oil and gas properties ~~and~~with ~~notes~~a ~~payable~~value ~~were~~of ~~both reduced by~~ $~~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 ~~Town Tract~~County, ~~Abstract No~~Texas. ~~11,~~A ~~Bastrop~~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 T.Dillon JHall property located in the Gerron Hinds League in Caldwell County, Texas. ~~Hardeman~~The ~~Survey~~Dillon AHall ~~203~~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 ~~Bastrop~~a property equaling approximately 112 acres of exploration property located in Eastland County, ~~Texas~~TX.

AIn ~~100%~~consideration ~~working~~for ~~interest~~the inabove 5leases ~~separate~~the ~~properties~~Company ~~equaling~~issued ~~approximately~~24,155,435 ~~622~~restricted ~~acres~~shares of ~~exploration~~our ~~property~~common ~~located~~stock into ~~Sampson Connell Survey~~Langold, Aa non-~~63,~~US ~~Caldwell~~shareholder. The ~~County,~~restricted ~~TX,~~shares were valued equal to the G.volume W.weighted ~~James~~average ~~Survey,~~of ~~Caldwell~~the ~~County,~~closing ~~TX,~~price (the ~~Jasper~~“VWAP”) ~~Gilbert~~of ~~Survey,~~Common ~~Caldwell~~Stock ~~County,~~for TXthe ~~and~~ten (10) Banking Days immediately preceding the ~~A100~~execution ~~Evans,~~of ~~Wistar~~the assignment, ~~Caldwell~~as ~~County,~~quoted TXon 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

Awas ~~100%~~determined ~~working~~that ~~interest~~due into athe ~~property~~relationship ~~equaling~~between ~~approximately~~Langold ~~112~~and ~~acres~~Asia-Pacific, ofthis ~~exploration~~transaction ~~property~~was ~~located~~not inarms ~~the~~length Nbut rather was related party. WThe 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. ~~1/4~~That ofprice ~~Section~~paid 24was $20,000 ~~Block~~cash 2plus 1,800,000 Hshares &of C.restricted R.Liberty R.Energy ~~Co.~~stock which was valued at $243,932 ~~Survey~~for a total consideration of $263,932 ~~Eastland~~which ~~County~~is recorded as oil and gas properties in the accompanying balance sheets as of July 31, TX2013 and 2012.

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

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.Based on the above we are restating our April 30, 2012 financial statements file on form 10-Q to correct this error on the April 30, 2012 balance sheet.

		Balance sheet for the six months ended April 30, 2012
		As reported	Adjustment	As restated
Total Current Assets	$	600		600
Oil and Gas Properties, full cost method		4,052,938	(3,009,548)	1,043,390
Total Assets	$	4,053,538	(3,009,548)	1,043,990
Total Current Liabilities	$	36,550		36,550
Total Long term Liabilities		56,328		56,328
Stockholders' Equity
Common stock		88,120		88,120
Additional paid-in capital		4,571,366	(3,009,548)	1,561,818
Deficit accumulated during exploration stage		(698,826)		(698,826)
Total Stockholders' Equity	$	3,960,660	(3,009,548)	951,112
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	4,053,538	(3,009,548)	1,043,990

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 July 31, ~~2012~~2013.

On March 1, 2012, we entered into a consulting agreement with Peter Gawith for a period of three years, ending February 28, 2015. Mr. Gawith will provide consulting services in regards to our Company’s management and operations. Pursuant to the agreement, Mr. Gawith will receive a share remuneration of 25,000 shares 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 $0.09 for a total consulting expense of $2,250. Mr. Gawith is also entitled to $500 per day that he works on the Company’s business. No amounts have been earned or paid pursuant to this contract.

NOTE 6 – RELATED PARTY TRANSACTIONS

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

~~Our~~On ~~Company~~February ~~has entered into Consulting Agreements with Daniel Martinez-Atkinson and Ian Spowart on an ongoing basis~~22, ~~dated the 12th day of February~~2012, ~~2010, whereby~~ the Company ~~has~~entered ~~agreed~~into toand ~~retain~~closed ~~Daniel~~a ~~Martinez~~3-~~Atkinson~~year tolease ~~the~~assignment ~~position~~agreement ofwith ~~Chief~~Langold ~~Financial~~Enterprises ~~Officer~~Limited ~~and~~(an ~~Ian~~entity ~~Spowart to the position of Chief Executive Officer of our Company. The agreements may be terminated~~ with 30some ~~days~~cross ~~notice.~~ownership Asand ~~compensation,~~common ~~the~~principal ~~agreements~~manager ~~provide for monthly payments~~ of ~~US$5,000 to Daniel Martinez~~Asia-~~Atkinson and US$6~~Pacific,~~500~~ ~~to Ian Spowart. On July 1, 2011~~ the ~~directors~~Company’s ~~thought~~primary itsource ~~to be in the best interest~~ of ~~the~~capital ~~Company~~ to ~~enter~~date) ~~into~~pertaining ~~an Amended Consulting Agreement with Daniel Martinez-Atkinson~~ to ~~increase~~certain ~~the~~interests ~~consulting~~in ~~fee~~oil toand ~~$5,500~~gas ~~from~~properties ~~July~~in 1Bastrop, ~~2011.~~Caldwell Onand ~~June~~Eastland 1Counties, ~~2012~~Texas, which the ~~directors~~Company ~~thought~~recorded itat ~~to be in~~ the ~~best~~value ~~interest~~ of the ~~Company~~stock toand ~~enter~~cash ~~into~~contributed, ~~an Amended Consulting Agreement with Ian Spowart to decrease the consulting fee to~~ $3263,~~500 from~~ 932.

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

~~LIBERTY~~At ~~ENERGY~~April ~~CORP~~30, 2013, the Company owed $24,300 to current officers and directors and $90,000 to two former officers and directors in non-interest bearing notes. Because the former officers each own approximately 16% of the Company’s outstanding stock, we have reported the liability as owing to related parties. All amounts owing to related parties relate to fees related to services provided.

~~(f/k/a~~On ~~DMA~~July ~~MINERALS~~31, ~~INC~~2013, the day of their resignation the Company issued 2,000,000 shares of common stock to Miles Bender, the former Chief Executive Officer, and William Jones, the former Chief Operating Officer, which is valued at $110,000, per its agreement with the two of them when they were hired.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

June 1, 2012.

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

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On May 23, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc. Pursuant to the Agreement, Asher Enterprises has agreed to purchase an 8% convertible note in the aggregate principal amount of $42,500. $40,000 was funded to the Company with the remaining $2,500 recorded as legal expenses charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into 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, isConvertible due on February 25, 2013 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

On ~~July~~May 1223, 2012, the Company entered into a Securities Purchase Agreement with Asher Enterprises Inc. (“Asher”). Pursuant to the Agreement, Asher ~~Enterprises~~purchased ~~has agreed to purchase~~ an 8% convertible note (the “May Note”) in the aggregate principal amount of $3242,500 due on February 25, 2013. $3040,000 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~~May 1223, 2012, is due on ~~April~~February 1625, 2013 at an interest rate of 8% per annum. ~~The~~ ~~Company~~On ~~will~~November ~~analyze~~19, ~~whether~~2012, the ~~variable~~note ~~conversion~~had ~~price~~not ~~results~~been inrepaid ~~need~~and ofbecame ~~bifurcation~~eligible offor ~~the~~treatment ~~conversion~~as ~~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~~On 8November –19, ~~STOCK~~2012, ~~TRANSACTIONS~~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 July 31, 2013.

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.31

OnDuring ~~March~~the 82nd Quarter of 2013, ~~2011~~Asher converted $42,500 ~~the~~of ~~Company~~note ~~entered~~payable ~~into~~along awith ~~letter~~the ~~agreement~~interest toof ~~amend~~$1,700. The fair value of the ~~share~~derivative ~~issuance~~liability ~~agreement~~was ~~entered~~determined ~~into~~using ~~with~~the ~~Asia~~Black-~~Pacific~~Scholes ~~Capital~~option ~~Ltd.~~pricing onmodel ~~July~~with ~~19,~~a ~~2010.~~quoted ~~Pursuant~~market toprice ~~the~~of ~~terms~~$0.020-$0.040, a conversion price of ~~the~~$0.0115-$0.0179, ~~share~~expected ~~issuance~~volatility ~~agreement~~of ~~Asia~~141.25%-~~Pacific~~289.31%, ~~agreed~~no toexpected ~~advance $4~~dividends,~~000,000~~ toan ~~the~~expected ~~Company~~term of 0.13-0.23 years and ~~had~~a ~~the~~risk-free ~~option~~interest torate ~~advance~~of a0.12%-0.18%. ~~further~~On $4December 3,~~000~~ 2012,~~000~~ ~~once~~Asher ~~the~~converted ~~initial~~$15,000 ~~amount~~of ~~had~~May ~~been~~Note ~~exhausted.~~principal ~~Pursuant~~into to842,697 ~~the~~shares ~~terms~~ of ~~the~~common ~~letter~~stock. ~~agreement~~The ~~amending~~Company revalued the ~~original~~derivative ~~share~~liability ~~issuance~~as ~~agreement~~of ~~Asia-Pacific~~that ~~has~~date ~~now~~and ~~committed~~recorded toa ~~providing~~gain ~~the~~of ~~Company~~$5,230. ~~with~~On aDecember ~~total~~11, of2012, Asher converted $812,000 of May Note principal into 800,000 inshares ~~advances~~of ~~despite~~common stock. The Company revalued the ~~fact~~derivative liability as of that ~~the~~date ~~initial~~and recorded a gain of $411,~~000,000~~973. ~~has~~On ~~not~~January ~~yet~~7, ~~been~~2013, ~~fully~~Asher ~~advanced.~~converted Asthe remaining $15,500 of ~~July~~principal 31and $1,700 ~~2012~~accrued ~~the~~interest ~~Company~~on ~~has~~the ~~issued~~May aNote ~~total~~into ~~of 3~~1,~~871~~977,~~835~~011 shares toof ~~Asia-Pacific~~common ~~for~~stock. aThe ~~total~~Company ~~cash~~recorded ~~amount~~a loss of $13,~~055,000~~739 ~~under~~on the ~~terms~~final conversion of the ~~above~~derivative ~~mentioned agreement~~liability.

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

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 interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The convertible note, issued on July 12, 2012, is due on April 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 was $32,500 which was recorded on January 31, 2013, all of which had been fully accreted by July 31, 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 $724. On February 6, 2013, Asher converted $15,000 of July Note principal into 1,875,000 shares of common stock. The Company revalued the derivative liability as of that date and recorded a loss of $16,444. On February 19, 2013, Asher converted $3,800 of July Note principal and $1,300 of interest into 426,966 shares of common stock. The Company revalued the derivative liability as of that date and recorded a loss of $8,934. The fair value of the derivative liability was determined using the Black-Scholes option pricing model with a quoted market price of $0.015-$0.045, a conversion price of $0.08-$0.0089, expected volatility of 204.78%-257.65%, no expected dividends, an expected term of 0.13-0.27 years and a risk-free interest rate of 0.15%-0.17%.

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

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 interest expense for financing costs charged by Asher’s legal counsel. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as 58% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature. The

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

The April 10, 2013 Convertible 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.

In light of the fact that some of the debt would be converted before it was extinguished and that there would be a high prepayment penalty, the Company recorded the cost of the discount on conversion and the prepayment penalty at July 31, 2013, resulting in a liability of $58,064 and total related interest of $25,564.

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

On October 28, 2013, the Company settled the note in full for $31,118, which included all accrued interest and prepayment penalties.

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 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. 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.

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.

28On 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

~~LIBERTY ENERGY CORP.~~33

~~(f/k/a~~Bastrop, ~~DMA~~Caldwell ~~MINERALS~~and ~~INC~~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.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

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

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

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

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

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

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

As of July 31, 2012 and as part of the agreement with its ~~main~~primary investor, Asia-Pacific Capital Ltd., the Company 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 10.839 years as of July 31, 2012. As these ~~warrant~~warrants are so far out of the money no value was allocated to them. As of July 31, ~~2012~~2013 no warrants had been exercised.

On April 11, 2013, the Company entered into a stock purchase agreement with Petro Fund 1 (“PF1”), a Houston, Texas-based upstream oil and gas fund, pursuant to which the investor agreed to advance up to $3,650,000 to the Company in multiple installments in exchange for units of the Company at unit price. The unit price means a price equal to the higher of either $0.05, or 95% of the volume-weighted average of the closing price of common stock, for the 10 days immediately preceding the date of receipt of notice from the Company for the advance of funds from the investor. Each unit shall consist of one share (restricted) of the common stock of the Company. The Company shall use up to $150,000 of Advances to extinguish existing debts, fund operating expenses, working capital and general corporate activities. Subject to the foregoing, the Company may use any balance of the Advances up to$3,500,000 to fund mergers and acquisitions (including related legal and, accounting expenses) or the purchase of capital assets, with any such Advances to be approved by PF1.

The Company agreed to issue Petro Fund 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 November 19, 2013.

On July 31, 2013, the day of their resignation, the Company issued the former officers 2,000,000 shares of common stock, which it valued at $110,000. As part of the separation agreement, the Company accelerated the 500,000 shares that each were to have earned over the first six months (including 150,000 that each had not yet earned) and further awarded each an additional 500,000 shares when they left the Company.

NOTE 9 – INCOME TAXES

As of July 31, ~~2012~~2013, the Company had federal net operating loss carryforwards of approximately $12,~~419~~000,~~217~~000, which can be used to offset future federal income tax. The federal and state net operating loss carryforwards expire at various dates through ~~2031~~2030. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.

A summary of the Company’s deferred tax assets as of July 31, ~~2012~~2013 are approximately as follows:

Federal net operating loss (@ 25%)


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

~~$354,804~~34

Less: valuation allowance

(354,804)

Net deferred tax asset

LIBERTY ENERGY CORP.

(f/k/a DMA MINERALS INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

July 31, 2012

NOTE 10 – SUBSEQUENT EVENTS

~~The~~On ~~Company~~October ~~has~~16, ~~evaluated~~2013, ~~all~~Asher ~~events~~converted ~~that~~$15,000 ~~occurred~~of ~~after~~ the ~~balance~~$32,500 ~~sheet~~owing ~~date~~on ~~through~~ the ~~date~~April ~~when~~Note ~~the~~principal ~~financial~~into ~~statements~~898,204 ~~were~~shares ~~issued~~of tofree ~~determine~~trading ifcommon ~~they~~stock ~~must~~per betheir ~~reported. The~~rights ~~management~~under of the ~~Company~~agreement. ~~determined that the following were certain reportable subsequent events to be disclosed as follows:~~

On ~~September~~October 128, ~~2012 issued 25~~2013,~~000~~ ~~restricted~~the ~~shares~~Company tosettled ~~Peter~~the ~~Gawith,~~April ~~advisory~~Note ~~board member,~~ in ~~accordance~~full ~~with~~for ~~his~~$31,118, ~~agreement~~which ~~for~~included ~~consulting~~all ~~services~~accrued interest.

30Per the Company’s April 11, 2013 agreement with Petro Fund 1 (See Note 8.), the Company agreed to issue Petro Fund 548,921 shares of common stock for $43,000 cash on May 23, 2013. The Company received cash on May 24, 2013, but had not issued those shares as of November 19, 2013.

Effective July 31, 2013 the Company appointed Mr. Arthur ("Terry") Roy as Chief Executive Officer, President, Secretary and Chairman of the Board of Directors.

Effective July 31, 2013, Mr. Dennis Irwin resigned as Chief Financial Officer, Secretary, Treasurer, and as a Director of our Company. Mr. Irwin's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise.

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

Effective July 31, 2013, Mr. William T. Jones resigned as Chief Operating Officer of our Company. Mr. Jones's resignation was not the result of any disagreement with our company regarding our operations, policies, practices or otherwise.

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

Effective October 21, 2013 the Company appointed Mr. Robert Steven Williamson as Chief Operating Officer.

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

Management has evaluated subsequent events through November 19, 2013, the date which the financial statements were available to be issued.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~On September 23, 2011, we engaged new auditors as our independent accountants to audit our financial statements~~None. ~~Our Board of Directors approved the change of accountants to McConnell & Jones, LLP. Accordingly, we dismissed ABBM Group, Ltd LLP on September 23, 2011.~~

ABBM Group, Ltd LLP had not issued any audit reports or other opinions. There were no disagreements with ABBM Group, Ltd LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures.

We have engaged the firm of McConnell & Jones, LLP, as of September 23, 2011. During the last two fiscal years and subsequent interim periods preceding their engagement, McConnell & Jones, LLP was not consulted on any matter relating to accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

ITEM 9A.

CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring 36

31Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

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

SIGNIFICANT CHANGES IN MANAGEMENT TEAM AND TURNOVER: We have suffered a number of changes in the management team and turnover which could affect our internal controls over financial reporting.

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

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee and outside directors on the Company's Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

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

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

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in the status of our internal control over financial reporting that occurred during the last fiscal ~~quarter~~year ended July 31, ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Ian Spowart	President, Chief Executive Officer and Director	47	September 8, 2009
Arthur Roy	President, Secretary, Treasurer, Chief Executive Officer and Chairman of the Board of Directors	51	July 31, 2013
Daniel Martinez-Atkinson	Secretary, Treasurer, Chief Financial Officer and Director	29	June 6, 2006
Richard C. Webb	Director	80	February 25, 2013
Robert Steven Williamson	Chief Operating Officer	62	October 21, 2013
Armando Rafael Buchanan	Chief Financial Officer	37	November 7, 2013

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

~~Ian~~Messrs. ~~Spowart~~Roy, ~~and~~Webb, ~~Daniel~~Williamson ~~Martinez-Atkinson~~and Buchanan currently devote 45approximately 10 hours per week to company matters. In the future they will devote as much time as the board of directors deems necessary to manage the affairs of our company.

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

~~Ian~~Arthur ~~Spowart~~Roy - President, Secretary, Treasurer, CEO and ~~Director~~Chairman of the Board of Directors

~~Ian~~Mr. ~~Spowart~~Roy has been President, Secretary, Treasurer, CEO and ~~Director~~Chairman of ~~our~~the ~~company~~Board of Directors of the Company since ~~September~~July 831, ~~2009~~2013. He has 27 years experience in commercial and residential real estate investment, acquisitions and development. He started as licensed real estate agent for Hartley Realty Group and continued as a marketing representative for American Real Estate Group. He continued as project manager for Gateway Homes, Inc. focused on financing and building homes.  In 1995 he formed G. H. Riley Homes, Inc. and in 2000 he formed Owner-Builder Systems, Inc., both located in Houston, Texas. These entities completed homes and developments valued in excess of $23 million dollars since their inception. In the last ten years his activities have expanded to include small cap investments and raising capital for oil & gas transactions, including the acquisition and redevelopment of distressed properties. Mr. Roy is currently serving as elected president and director of Fort Bend Municipal Utility District # 19. Mr. Roy received a BBA degree in Marketing from The University of Texas, Austin.

From February 2004 to August 2007 Mr. Spowart was project manager for the local Government’s Clean Coal Power Plant and Rossington Coal Mine Project in Yorkshire, UK. From October 2007 to March 2008, Mr. Spowart was consultant/project manager for UK National Government’s Economic Development Programme. From March 2008 to September 2009 Mr. Spowart was a freelance consulting for various oil and gas companies, assisting in the coordination for global operations with key roles to drive the day to day management of activities and maintenance on several oil and gas fields.38

~~Mr.~~Richard ~~Spowart received a Bsc Hons in Business Management Studies from Brunel University, West London~~C. ~~Mr.~~ Spowart is a member of the Institute and Management (MInstLM), is a graduate Common Purpose Focus Programme, a graduate Regen School Apprenticeship in Regeneration and graduate IDeA Leadership Challenge (IDeA).Webb--Director

Mr. ~~Spowart~~Webb has been a Director of the Company since February 2013. Mr. Webb is a Managing Director, and founding partner of AWDB Capital, LLC, Investment Bankers, with an extensive background in the Houston, Texas investment and banking communities. He founded AWDB Capital, LLC, in January, 2005. Prior to the creation of AWDB Capital, he was ~~Chair~~the Vice-Chairman of ~~Stadium~~Sanders ~~Management~~Morris ~~Company~~Harris (~~Keepmoat Stadium~~SMH) in Houston, Texas. SMH was the result of a merger between Harris Webb & Garrison and Sanders Morris Munday in 1999. Mr. Webb holds licenses with FINRA including being a Registered Securities & Options Principal and Investment Banker. He received a BBA in Finance from ~~February~~the ~~2006~~University toof ~~April~~Texas ~~2007~~and has completed the Wharton Institute of Investment Banking in Philadelphia, Pennsylvania. Mr. Webb currently holds directorships with Bellville General Hospital Foundation and the Houston Museum of Natural Science.

~~Daniel~~Robert ~~Martinez-Atkinson~~Steven ~~- Secretary, Treasurer,~~ Williamson—Chief ~~Financial~~Operating Officer ~~and a Director~~

~~Daniel~~Mr. ~~Martinez-Atkinson~~Williamson has been ~~Secretary~~Chief Operating Officer of the Company since October 2013. Mr. Williamson received his honorable discharge from the U.S. Navy in 1974 and began his oil and gas career with Petty – Ray Geophysical acquiring and processing geophysical data for evaluation and later with Exxon Company U.S.A. During the late 80′s and early 90′s he was a Principal of Petroleum Listing Service, ~~Treasurer~~a major oil and gas acquisition and divestiture company. Through this company, ~~Chief~~he ~~Financial~~was ~~Officer~~a part of a team of professionals that provided land, legal, geological, engineering and marketing services to oil and gas companies resulting in over one billion dollars of transactions. Currently Mr. Williamson is the President of Domestic Energy Development, where he manages a ~~Director~~team of ~~our~~professionals ~~company~~consisting ~~since~~of ~~June~~land, 6engineers and geologists with a proven track record of finding and producing oil and gas. Mr. Williamson has over 20 years operating experience in the state of Texas and participated in the development of wells in Louisiana, ~~2006~~Kentucky, Tennessee and Oklahoma.

~~Mr.~~Armando ~~Martinez-Atkinson~~Rafael ~~was~~Buchanan—Chief aFinancial tax consultant with EDF Tax LLP of Nottingham UK, from December 2008 to April 2010 where he assisted successful businesses and entrepreneurs in maximizing their tax efficiency by providing a personalized approach and tailored solutions, focused entire upon the client’s needs. From October 2006 to December 2008 Mr. Martinez-Atkinson was an assistant consultant with PricewaterhouseCoopers LLP, Leeds, where he undertook a business development role with entrepreneurs and private clients using his business and personal networks to develop new work and clients. From June 2005 to August 2005 Mr. Martinez-Atkinson was an Administrative Assistant at David Llloyd Nottingham, where he liaised with potential and existing customers.Officer

Mr,. ~~Martinez-Atkinson~~Buchanan ~~obtained~~has anbeen ~~ACA,~~Chief ~~Associate~~Financial Officer of ~~Chartered~~the ~~Accounts~~Company since November 2013. He is a seasoned financial executive with nearly 14 years combined experience in ~~2010~~Corporate Finance, anOil MA& ~~Corporate~~Gas ~~Strategy~~Accounting, ~~and~~Investment ~~Governance~~Management, and ~~Bsc~~Business ~~Hons,~~Development. He ~~Operations~~has ~~Management~~a indiverse ~~2006~~professional background inclusive of Upstream Energy Operations, Public Securities, and ~~2005~~Information ~~respectively~~Technology Management.

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

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

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

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

CODE OF ETHICS

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

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

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

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

~~Honest~~· Full, fair, accurate, timely and ~~ethical~~understandable ~~conduct,~~disclosure ~~including~~in ~~the~~reports ~~ethical~~and ~~handling~~documents ofthat ~~actual~~we file or ~~apparent~~submit ~~conflicts~~to ofthe ~~interest~~Securities ~~between~~& ~~personal~~Exchange Commission and ~~professional~~in ~~relationships~~other public communications made by us;

33· Compliance with applicable governmental laws, rules and regulations;

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

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

Compliance with applicable governmental laws, rules and regulations;

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

Accountability for adherence to the Code.

FAMILY RELATIONSHIPS

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

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

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

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

~~been~~2. had ~~convicted~~any inbankruptcy apetition ~~criminal~~filed ~~proceeding~~by or ~~been~~against ~~subject~~the tobusiness or property of the person, or of any partnership, corporation or business association of which he was a ~~pending~~general ~~criminal~~partner ~~proceeding~~or ~~(excluding~~executive ~~traffic~~officer, ~~violations~~either ~~and~~at ~~other~~the ~~minor~~time ~~offences);~~of the bankruptcy filing or within two years prior to that time;

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

~~had~~4. been ~~any~~found ~~bankruptcy~~by ~~petition~~a ~~filed~~court byof orcompetent ~~against~~jurisdiction ~~the~~in ~~business~~a orcivil ~~property~~action ofor by the ~~person,~~SEC or ofthe ~~any~~Commodity ~~partnership,~~Futures ~~corporation~~Trading orCommission ~~business~~to ~~association~~have ofviolated ~~which~~a hefederal ~~was~~or astate ~~general~~securities ~~partner~~ or ~~executive~~commodities ~~officer~~law, ~~either~~and at the ~~time~~judgment ofhas ~~the~~not ~~bankruptcy~~been ~~filing~~reversed, suspended, or ~~within two years prior to that time~~vacated;

3.40

5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or ~~decree~~finding, not subsequently reversed, suspended or vacated, of(not including any ~~court~~settlement of ~~competent~~a ~~jurisdiction~~civil orproceeding among private litigants), relating to an alleged violation of any federal or state ~~authority~~securities or commodities law or regulation, ~~permanently~~any law or ~~temporarily~~regulation ~~enjoining,~~respecting ~~barring,~~financial ~~suspending~~institutions or ~~otherwise~~insurance ~~limiting~~companies including, ~~his~~but ~~involvement~~not inlimited ~~any~~to, ~~type~~a oftemporary ~~business,~~or ~~securities,~~permanent ~~futures~~injunction, ~~commodities,~~order ~~investment,~~of ~~banking~~disgorgement or restitution, ~~savings~~civil money penalty or temporary or permanent cease-and-desist ~~loan~~order, or ~~insurance~~removal ~~activities~~or prohibition order, or toany belaw ~~associated~~or ~~with~~regulation ~~persons~~prohibiting ~~engaged~~mail or wire fraud or fraud in connection with any ~~such~~business ~~activity~~entity; or

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

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

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

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

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

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

34Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2013, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2012, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:


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

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
Ian Spowart	1(1)	1(1)	1(1)
Daniel Martinez-Atkinson	None	None	None

(1) The executive officer, director or holder of 10% or more of our common stock has

~~(1)~~not timely filed Form 3 –Initial Statement of Beneficial Ownership of Securities.

The executive officer, director or holder of 10% or more of our common stock has not timely filed Form 3 –Initial Statement of Beneficial Ownership of Securities.

BOARD AND COMMITTEE MEETINGS

Our board of directors held no formal meetings during the year ended July 31, ~~2012~~2013. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

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

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

DIRECTOR INDEPENDENCE

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

AUDIT COMMITTEE

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

AUDIT COMMITTEE FINANCIAL EXPERT

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

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

ITEM 11.

EXECUTIVE COMPENSATION

The ~~particulars~~following oftable reflects the compensation paid to the following persons:

(a)

our principal executive officer;

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

~~each~~ (c) ofup ~~our~~to two ~~most~~additional ~~highly~~individuals ~~compensated~~for ~~executive~~whom ~~officers~~disclosure ~~who~~would ~~were~~have been provided under (b) but for the fact that the individual was not serving as our executive ~~officers~~officer at the end of the years ended July 31, ~~2012~~2013 and ~~2011;~~2012, ~~and~~who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no

~~(c)~~42

~~up to two additional individuals for whom~~ disclosure ~~would~~is ~~have been~~ provided ~~under (b) but~~ for ~~the~~any ~~fact~~named ~~that~~executive ~~the~~officer, ~~individual~~other ~~was~~than ~~not serving as~~ our principal executive ~~officer~~officers, atwhose ~~the~~total ~~end~~compensation ofdid ~~the~~not ~~years~~exceed ~~ended~~$100,000 ~~July~~for ~~31,~~the ~~2012~~respective ~~and~~fiscal ~~2011,~~year:

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:


SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa-tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa-tion ($)	Total ($)
Ian Spowart, President, Chief Executive Officer and Director⁽¹⁾	2013 2012	11,000 72,000	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil	11,000 72,000
Daniel Martinez-Atkinson,Chief Financial Officer, Treasurer, Secretary and Director⁽²⁾	2013 2012	10,500 66,000	nil nil	nil nil	nil nil	nil nil	nil nil	nil nil	10,500 66,000
Miles Bender, Chief Executive Officer and Director⁽³⁾	2013 2012	nil nil	nil nil	55,000 nil	nil nil	nil nil	nil nil	nil nil	55,000 nil
William Jones, Chief Operating Officer ⁽⁴⁾	2013 2012	nil nil	nil nil	55,000 nil	nil nil	nil nil	nil nil	nil nil	55,000 nil
(1) Mr. Spowart was appointed as the President, Chief Executive Officer and a director of our company on September 8, 2009. He was appointed as Secretary, Treasurer and Chief Financial Officer on February 19, 2013. He stepped down as Chief Financial Officer and Treasurer on March 27, 2013. He resigned from all remaining positions on May 1, 2013. (2) Mr. Martinez-Atkinson was appointed the President, Chief Executive Officer, Treasurer, Secretary and a director of our company on June 6, 2006. Mr. Martinez-Atkinson resigned as our President and Chief Executive Officer on September 8, 2009. He resigned from his remaining positions on February 19, 2013. (3) Mr. Bender was appointed Chief Executive Officer, President, Secretary and Chairman of the Board of Directors on May 1, 2013. He resigned from all positions on July 31, 2013. (4) Mr. Jones was appointed Chief Operating Officer on May 1, 2013. He resigned from all positions on July 31, 2013.

SUMMARY COMPENSATION TABLE
Nameand Principal Position	Year	Salary($)	Bonus($)	Stock Awards($)	Option Awards($)	Non-Equity Incentive Plan Compensa-tion($)	Change in PensionValue and Nonqualified Deferred Compensation Earnings($)	AllOther Compensa-tion($)	Total($)
Ian Spowart, President, Chief Executive Officer and Director(1)	20122011	72,00078,000	nilnil	nilnil	nilnil	nilnil	nilnil	nilnil	72,00078,000
Daniel Martinez-Atkinson,Chief Financial Officer, Treasurer, Secretary and Director(2)	20122011	66,00060,500	nilnil	nilnil	nilnil	nilnil	nilnil	nilnil	66,00060,500

(1)

Mr. Spowart was appointed as the President, Chief Executive Officer and a director of our company on September 8, 2009.

(2)

Mr. Martinez-Atkinson was appointed the President, Chief Executive Officer, Treasurer, Secretary and a director of our company on June 6, 2006. Mr. Martinez-Atkinson resigned as our President and Chief Executive Officer on September 8, 2009.

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

Our company ~~has~~had entered into Consulting Agreements with Daniel Martinez-Atkinson and Ian Spowart on an ongoing basis, dated ~~the 12th day of~~ February 12, 2010, and effective as of February 1, 2010, whereby our company ~~has~~ 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., ~~The~~subject ~~agreements~~to ~~may~~termination beon ~~terminated with~~ 30 days notice. As compensation, the agreements ~~provide~~provided for monthly payments of US$5,000 to Daniel Martinez-Atkinson and US$6,500 to Ian Spowart. On July 1, 2011 the directors thought it to be in the best interest of ~~our~~the ~~company~~Company to enter into an Amended Consulting Agreement with Daniel Martinez-Atkinson to increase the consulting fee to $5,500 from July 1, 2011. On June 1, 2012 the directors thought it to be in the best interest of ~~our company to enter into an Amended Consulting Agreement with Ian Spowart to decrease~~ the ~~consulting fee to $3,500 from June 1, 2012.~~

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Company to enter into an Amended Consulting Agreement with Ian Spowart to decrease the consulting fee to $3,500 from June 1, 2012. The contracts were both cancelled by mutual agreement on May 31, 2013.

On August 1, 2013, the Company agreed to issue an aggregate of 1,500,000 shares of common stock to Arthur Roy as compensation for his services as President, Secretary, Treasurer Chief Executive Officer and Chairman of the Board. It was further agreed that the stock grant would vest in equal monthly installments over a twelve-month period and that Mr. Roy would have the option of deferring all or any portion of said compensation.

GRANTS OF PLAN-BASED AWARDS

There were no equity or non-equity awards granted to the named executive officers during the year ended July 31, ~~2012~~2013.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no unexercised options, stock that has not vested or equity incentive plan awards for our named executive officers as at July 31, ~~2012~~2013.

OPTION EXERCISES

During our Fiscal year ended July 31, ~~2012~~2013 there were no options exercised by our named officers.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

We do not have any outstanding equity awards.

STOCK OPTIONS/SAR GRANTS

During the period from inception (June 6, 2006) to July 31, ~~2012~~2013, we did not grant any stock options to our executive officers.

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

There were no options exercised during our fiscal year ended July 31, ~~2012~~2013 or July 31, ~~2011~~2012 by any officer or director of our company.

Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended July 31, ~~2012~~2013.

COMPENSATION OF DIRECTORS

We reimburse our directors for expenses incurred in connection with attending board meetings. We have ~~not~~no ~~paid~~formal ~~any~~plan ~~director’s~~for ~~fees~~compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or ~~other~~(as ~~cash~~to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for ~~services~~reasonable ~~rendered~~travel asand aother ~~director~~out-of-pocket ~~since~~expenses incurred in connection with attendance at meetings of our ~~inception~~board of directors. Our board of directors may award special remuneration to ~~July~~any ~~31,~~director ~~2012.~~undertaking any special services on our behalf other than services ordinarily required

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.44

of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

~~Other than as set out below, we have not entered into any employment agreement or consulting agreement with our directors and executive officers~~None.

Our company has entered into Consulting Agreements with Daniel Martinez-Atkinson and Ian Spowart on an ongoing basis, dated the 12th day of February, 2010, and effective as of February 1, 2010, whereby our company has 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. The agreements may be terminated with 30 days notice. As compensation, the agreements provide for monthly payments of US$5,000 to Daniel Martinez-Atkinson and US$6,500 to Ian Spowart. On July 1, 2011 the directors thought it to be in the best interest of our company to enter into an Amended Consulting Agreement with Daniel Martinez-Atkinson to increase the consulting fee to $5,500 from July 1, 2011. On June 1, 2012 the directors thought it to be in the best interest of our company to enter into an Amended Consulting Agreement with Ian Spowart to decrease the consulting fee to $3,500 from June 1, 2012.

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

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

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of November 138, ~~2012~~2013, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Ian Spowart34 Hampton Road, Town MoorDoncaster, UK, DN2 5DG,	15,400,000	25.50%
Arthur Roy (officer and director) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	-	-
Daniel Martinez-AtkinsonMill House, Thornton Le Clay, York, UK YO60 7TJ	15,000,000	24.83%
Richard C. Webb (director) 2425 Fountain View Drive, Suite 300, Houston, TX 77057	-	-
Directors and Executive Officers as a Group(1)	30,400,000 common shares	50.33%
Langold Enterprises Limited Dekk House, Rue de Zippora, Providence Mahe Sechelles	24,806,103	25.02%
Ian Spowart 34 Hampton Road, Town Moor Doncaster, UK, DN2 5DG,	15,400,000	15.53%
Daniel Martinez-Atkinson Mill House, Thornton Le Clay, York, UK YO60 7TJ	15,000,000	15.13%
Directors and Executive Officers as a Group (2 persons)	-	-

~~(1)~~45

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 138, ~~2012~~2013. As of November 138, ~~2012~~2013, there were 8899,~~527~~141,~~224~~334 shares of our company’s common stock issued and outstanding.

CHANGES IN CONTROL

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

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

The promoters of our company are our directors and officers.

DIRECTOR INDEPENDENCE

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

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

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

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

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended July 31, ~~2012~~2013 and for fiscal year ended July 31, ~~2011~~2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year EndedJuly 31
	Year Ended July 31
	2012($)	2011($)
	2013 ($)	2012 ($)
Audit Fees	1810,000	1418,~~400~~000
Audit Related Fees	-	-
Tax Fees	-	-
All Other Fees	9,000	-9,000
Total	2719,000	1427,~~400~~000

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

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.47

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits required by Item 601 of Regulation S-K

Exhibit Number			Description
(3)			Articles of Incorporation and Bylaws
31.1			Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.1			Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).
31.2			Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.2			By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on October 20, 2006).
32.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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).
32.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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).
101.INS			XBRL Instance Document
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).
101.SCH			XBRL Taxonomy Extension Schema Document.
(10)			Material Contracts
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.
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).
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.
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).
101.LAB			XBRL Taxonomy Extension Label Linkbase Document.
10.3			Assignment and Bill of Sale with Phoenix Oil & Gas LLC dated March 30, 2010. (incorporated by reference from our Current Report on Form 8-K filed on April 14, 2010).
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.
10.4			Assignment and Bill of Sale with 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 with 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 with 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			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).
10.8			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).
10.9			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)
10.10			Consulting Agreement between our company and Peter Gawith dated March 1, 2012.

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10.11			Securities Purchase Agreements with Asher Enterprises Inc. dated July 12, 2012
10.12			Securities Purchase Agreements with Asher Enterprises Inc. dated May 23, 2012
(31)			Section 302 Certification
31.1*			Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*			Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)			Section 906 Certification
32.1*			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)**				Interactive Data File (Form 10-K for the Year Ended May 31, 2012)
101.INS				XBRL Instance Document
101.SCH				XBRL Taxonomy Extension Schema Document.
101.CAL				XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF				XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB				XBRL Taxonomy Extension Label Linkbase Document.
101.PRE				XBRL Taxonomy Extension Presentation Linkbase Document.
	*	Filed herewith.
	**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

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

	LIBERTY ENERGY CORP.
Date: November 13, 2012	/s/ Ian Spowart
Date: November 21, 2013	/s/ Arthur Roy
	Ian Spowart
	Arthur Roy
	President, and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	President, Secretary, Treasurer and Chairman of the Board of Directors (Principal Executive Officer)
Date: November 13, 2012	/s/ Daniel Martinez-Atkinson
Date: November 21, 2013	/s/ Armando Rafael Buchanan
	Daniel Martinez-Atkinson
	Armando Rafael Buchanan
	Secretary, Treasurer, Chief Financial Officer and Director(Principal Financial Officer and Principal Accounting Officer)
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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

Signature	Title	Date
/s/ Ian Spowart	President and Director	Date: November 13, 2012
/s/ Arthur Roy	President, Secretary, Treasurer and Chairman of the Board of Directors	Date: November 21, 2013
Ian Spowart
Arthur Roy
/s/ Daniel Martinez-Atkinson	Secretary, Treasurer, Chief Financial	Date: November 13, 2012
/s/ Armando Rafael Buchanan	Chief Financial Officer	Date: November 21, 2013
Daniel Martinez-Atkinson	Officer and Director
Armando Rafael Buchanan
/s/ Richard C. Webb	Director	Date: November 21, 2013
Richard C. Webb

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Filing Compare · LIBERTY ENERGY CORP.