---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[   ]TRANSITION REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedJuly 31, 2011

Commission file number 333-138107

LIBERTY ENERGY CORP.(Exact name of registrant as specified in its charter)

|Nevada                                                            | 20-5024859                          
|----------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or                  | (I.R.S. Employer Identification No.)
|organization)                                                     |                                     
|                                                                  |                                     
|Two
      Allen Center, Suite 1600, 1200 Smith Street, Houston TX | 77002                               
|(Address of principal executive offices)                          | (Zip Code)                          
|                                                                  |                                     
|Registrant's telephone number, including area code:               | 713.353.4700                        

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                                      

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

Common Stock, par value of $0.0001
  (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
[   ]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.Yes
[   ]     No [X]

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.Yes [X]     No
[   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-K (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]     No [   ]

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.[   ]

1

---

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition 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   [   ] | 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 [   ]     No [X]

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, 2011 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.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.
62,064,677 shares of common stock issued & outstanding as of November
  3, 2011

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

---

LIBERTY ENERGY CORP. TABLE OF CONTENTS

|PART
      I   |                                                                                                                          | 4 
|-------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|               |                                                                                                                          |   
|ITEM
      1.  | BUSINESS                                                                                                                 | 4 
|               |                                                                                                                          |   
|ITEM
      1A. | RISK
      FACTORS                                                                                                       | 7 
|               |                                                                                                                          |   
|ITEM
      1B. | UNRESOLVED
      STAFF COMMENTS                                                                                          | 13
|               |                                                                                                                          |   
|ITEM
      2.  | PROPERTIES                                                                                                               | 13
|               |                                                                                                                          |   
|ITEM
      3.  | LEGAL
      PROCEEDINGS                                                                                                  | 15
|               |                                                                                                                          |   
|ITEM
      4.  | [REMOVED
      AND RESERVED]                                                                                             | 15
|               |                                                                                                                          |   
|PART
      II  |                                                                                                                          | 15
|               |                                                                                                                          |   
|ITEM
      5.  | MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 15
|               |                                                                                                                          |   
|ITEM
      6.  | SELECTED
      FINANCIAL DATA                                                                                            | 16
|               |                                                                                                                          |   
|ITEM
      7.  | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 16
|               |                                                                                                                          |   
|ITEM
      7A. | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 19
|               |                                                                                                                          |   
|ITEM
      8.  | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 19
|               |                                                                                                                          |   
|ITEM
      9.  | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE                         | 32
|               |                                                                                                                          |   
|ITEM
      9A. | CONTROLS
      AND PROCEDURES                                                                                            | 32
|               |                                                                                                                          |   
|ITEM
      9B. | OTHER
      INFORMATION                                                                                                  | 33
|               |                                                                                                                          |   
|PART
      III |                                                                                                                          | 33
|               |                                                                                                                          |   
|ITEM
      10. | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 33
|               |                                                                                                                          |   
|ITEM
      11. | EXECUTIVE
      COMPENSATION                                                                                             | 37
|               |                                                                                                                          |   
|ITEM
      12. | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS               | 40
|               |                                                                                                                          |   
|ITEM
      13. | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                          | 40
|               |                                                                                                                          |   
|ITEM
      14. | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                             | 41
|               |                                                                                                                          |   
|PART
      IV  |                                                                                                                          | 42
|               |                                                                                                                          |   
|ITEM
      15. | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                            | 42
|               |                                                                                                                          |   
|SIGNATURES     |                                                                                                                          | 43

3

---

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 revenues and a
limited operating history.

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

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

Our stock is listed on the OTC Bulletin Board under the symbol
"LBYE", 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, Texas.

4

---

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 October 31,2011 we have issued a total of 1,591,080 shares of
our company to Asia Pacific for a total cash amount of $850,000 under the terms
of the above mentioned agreement.

OUR CURRENT BUSINESS

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

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

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.

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.

5

---

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 31, 2011, we have two 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 two employees are Ian Spowart who serves as our President, CEO and Director, and Daniel Martinez-Atkinson who serves as our Secretary, Treasurer, CFO and Director.

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.

6

---

|ITEM 1A. | RISK FACTORS
|-------- | ------------

Our business operations are subject to a number of risks and
uncertainties, including, but not limited to those set forth below:

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

We have 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, 2011 of $483,046. Our net cash used in operations for the
year ended July 31, 2011 was $78,793. As of July 31, 2011 we had working capital
deficit of $26,116. 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.

7

---

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.

8

---

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.

9

---

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.

10

---

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 October 28, 2011, our current independent registered public accounting firm stated that our financial statements for the year ended July 31, 2011, 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.

11

---

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.

12

---

|ITEM 1B. | UNRESOLVED
STAFF COMMENTS
|-------- | -------------------------

None.

|ITEM 2. | PROPERTIES
|------- | ----------

Our executive offices are located at Two Allen Center, Suite
1600, 1200 Smith Street, Houston, TX 77002. 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.

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.

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 October 31, 2011 the Deventci discovery well is
  producing as an extended production test into a CNG facility.

Initial results show that gas and natural gas condensate are of
a very high quality with low sulphur content.

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

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).

13

---

We intend to continue existing production, and also to conduct an aggressive exploration and appraisal program on the leases acquired over the next 12 months.

Dahlstrom Lease

The Dahlstrom lease in Jackson County, Texas has one existing productive gas well, which will provide our company with small but sustainable quantities of natural gas sales. The lease does not currently have any further spacing for more wells to be
drilled, but holds the Master Meter where all wells in the area tie into (to sell their gas) which would give us possible revenue with future wells drilled and/or re-entered. Liberty may also look to re-enter the current well, and perform work-over
operations, once it has been determined whether production could be reasonably increased, and a decent upside achieved. This work began August 6, 2010. The Company expected to have the work-over completed by the end of the current financial
year-end. The well has responded to the work and has been producing intermittently over the course of the year. However, due to water encroaching the productive zones the company performed a cement squeeze which is designed to plug the lower zones
of the well with cement. The well is then re-perforated at a higher interval, isolating the higher productive perforation, and impedes any water from encroaching into the productive zone. Following the cement squeeze the water issues have been
alleviated but the productive zone is now producing sand which is restricting production. Additional work in the form of a sand polymer lock will be required and the company expects to incur further expenses of approximately $75,000 to conclude
the work-over and achieve sustained continuous production.

Ratliff Lease

The Ratliff lease in Jackson County, Texas currently has four wells on it, and has spacing to drill another well. We will conduct geological studies to ascertain the risk and worth of such expenditure. We are also interested in the redevelopment of
the four existing wells. Three of the wells are expected to be viable for economic production of oil and gas, and the 4th is also permitted to facilitate a commercial disposal facility. This salt water disposal well could provide a significant
monthly revenue stream from companies disposing of their salt water that their wells produce around us, in addition, it can provide us with monthly oil revenue by "skimming" the oil from the salt water that we dispose. The three wells expected to
produce oil and gas, and the disposal well require various work to be completed.

One of the wells needs a sand-lock and tubing tested, another well needs additional perforations and tubing tested, another well needs tubing tested and the last well needs tubing tested, which is planned to be a salt water disposal well.

Lockhart Northeast Project

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

The Anton lease is one of the four tracks of land on the Lockhart Northeast Project containing one shut-in well and measuring approximately 45.326 acres. On January 9, 2011 it was determined by the company after discussions with their operators,
geologists and based on historical data it would not be cost effective to pursue the well. The landowner also wanted a new fence and gate erecting to allow access. All the above factors meant it would not be economically viable to retain or develop
the lease, it was therefore allowed to lapse. As a result of the above factors the lease was allowed to lapse on January 9, 2011. The Lockhart project is now made up of two leases of three tracts containing seven wells. Five of the wells are
re-entry wells, and there are three shut in wells.

The Company has successfully worked-over three wells, two of which have very minor amounts of production, and the Company is in the process of finalizing plans to drill a new test well to the Edwards formation. We have been provided with an AFE for
a drilled, tested ($255,000), if also cased $347,000. Although out of date, we have been in constant contact with the new operator and have been assured they would honor the AFE.

The following proposed plan of action is made based on a best efforts study of geological and production data that have been acquired, but do not represent a thorough study of the area by petroleum engineers, geologists, or geophysicist.

14

---

|1. | Carry out further geological study examining both risk
      and reward of proposed works
|-- | -----------------------------------------------------------------------------------------
|   |                                                                                          
|2. | Put AFE together for re-entering (5) wells                                               
|   |                                                                                          
|3. | Perform complete evaluation on drilling program                                          
|   |                                                                                          
|4. | Put AFE together for new well locations to target Edwards
      Formation                
|   |                                                                                          
|5. | Drill & Complete a test well followed by new
    wells                                   
|   |                                                                                          
|6. | Develop Field up to 60 newly drilled wells to target
      formation                     

There are four main geological pay zones in this area that our
wells could produce from - the Serpentine, Dale Lime, Austin Chalk & Buda.
That being said, new field discoveries are possible in the Buda, Serpentine and
Dale Lime on these leases based on logged but undeveloped shows. We have a
geological report that suggests a new target formation could be present on our
leases. We feel that these leases could potentially be extremely profitable, if
we develop each lease and well correctly.

We have generated revenues from (flush) production from the (2)
shut-in wells. These revenues will contribute towards enabling us to use revenue
to proceed with developing the field. With the application of acid/fracture jobs
and/or far-out perforating (new completion technology) it is believed that we
would be able to increase production and possibly access undeveloped reservoirs
that could produce at significantly higher daily rates and overall total
production.

|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. | [REMOVED AND
RESERVED]
|------- | ----------------------

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, 2011, there were 62,064,677
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, 2011
    $0.21
    $0.10April 30, 2011
    $0.59
    $0.16January 31, 2011
    $0.82
    $0.50October 31, 2010
    $0.77
    $0.27July 31, 2010
    $0.82
    $0.25April 30, 2010
    $0.92
    $0.79


15

---

January 31, 2010
    N/A
    N/AOctober 31, 2009
    N/A
    N/AJuly 31, 2009
    N/A
    N/A


As of the date of this report we have 13 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 Holladay
Stock Transfer, 2939 N 67 Place, Scottsdale, AZ 85251.

Recent Sales of Unregistered Securities

On July 19, 2010, we entered into a stock and warrant purchase
agreement with one investor pursuant to which the investor agreed to lend up to
$4,000,000 to us 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 the Notice. 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 the Subscriber
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, 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 October 31, 2011 we have issued a total of 1,589,677 shares of
our company to Asia Pacific for a total cash amount of $850,000 under the terms
of the above mentioned agreement.

We are obligated to register the shares of common stock
underlying the note and the shares of common stock underlying the warrants for
resale as described in our Report on Form 8-K filed on November 24, 2009. The
issuance was made pursuant to Regulation S promulgated by the SEC. We believe
that exemptions were available because (iii) the sale was made to eligible
non-U.S. persons as that term is defined for purposes of Regulation S, and with
regard to all transactions, (iii) transfer was restricted in accordance with the
requirements of the Securities Act of 1933.

On April 8, 2010 we issued 75,000 shares of our common stock at
$1.00 per share to one investor pursuant to a share issuance agreement. On July
22, 2010, we issued 200,000 shares of our common stock at $0.50 per share to the
same investor. The issuances were made pursuant to Regulation S promulgated by
the SEC. We believe that exemptions were available because (iii) the sale was
made to eligible non-U.S. persons as that term is defined for purposes of
Regulation S, and with regard to all transactions, (iii) transfer was restricted
in accordance with the requirements of the Securities Act of 1933, as amended.

|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 $513,336 in expenses through July 31,
2011. Our financial statements from inception (June 6, 2006) through the year
ended July 31, 2011 report revenues of $26,778 and a net loss of $483,046. Those
revenues were generated from our interest in the Dahlstrom and Lockhart leases
in Texas and are not recurring. We had expected to generate greater revenues
from Dahlstrom lease. However, the well has undergone a significant work-over
resulting in significant production downtime and decreased lease revenues for
the year ended July 31, 2011. We expect that lease revenues from the Dalstrom lease increase
upon completion of the work-over which is expected to be in 2012.

16

---

To implement our business plan during the next twelve months,
we need to generate increased revenues from the Dahlstrom, Lockhart leases and
our other interests. Our failure to do so will hinder our ability to increase
the size of our operations and to generate additional revenues. If we are not
able to generate additional revenues to cover our operating costs, we may not be
able to expand our operations.

For the period of inception (June 6, 2006) through July 31,
2011, our total operating expenses were $513,336, which is comprised of
operating costs of $16,034, professional fees of $69,777 and general and
administrative expenses of $424,013. We expect that we will continue to generate
operating losses for the foreseeable future.

Barring any additional overhead related to additional
acquisitions, we expect that our future monthly operating expenses for 2011 will
be similar to our current expense levels, plus additional direct costs relating
to newly acquired interests. We will continue to incur significant general and
administrative expenses, but expect to generate increased revenues after further
developing our business.

The following table provides selected financial data about our
company for the periods ended July 31, 2011 and 2010.

Year EndedJuly 312011
      
      
      2010Revenue
      $
      23,582
      
      $
      3,196Total Operating and G&A Expenses
      $
      353,273
      
      $
      111,572Other Income (Expenses)
      $
      Nil
      
      $
      nilNet Loss
      $
      329,691
      
      $
      108,376


Revenues

We earned nominal revenues of $23,582 during the year ended
July 31, 2011 compared to $3,196 in the same period in fiscal 2010. The increase
is due to production from the Lockhart and Dahlstrom leases.

General Administrative Expenses

Our general administrative expenses for the year ended July 31,
2011 and July 31, 2010 are outlined in the table below:

Year EndedJul-312011
      
      
      2010Investor Relations
      $
      30,000
      
      $
      13,150Public Relations Distributions
      $
      13,656
      
      $
      7,834Directors Expenses
      $
      42,142
      
      $
      2,661Transfer Agent Fees
      $
      1,632
      
      $
      1,665


17

---

The increase in operating expenses for the year ended July 31,
2011, compared to the same period in fiscal 2010, was mainly due increased
operations, director's wages and investor relations.

Liquidity and Financial Condition

As of July 31, 2011, our total assets were $944,955and
our total current liabilities were $180,673 and we had a working capital deficit
of $26,116. Our financial statements report a net loss of $329,691 for the year
ended July 31, 2011, and a net loss of $483,046 for the period from June 6, 2006
(date of inception) to July 31, 2011.

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 FlowsAt
    
    
    AtJuly 31, 2011
    
    
    July 31, 2010Net Cash (Used in) Provided
      by Operating Activities
    $
    (172,449
    )
    $
    (106,512
    )Net Cash (Used In) Investing Activities
    $
    (498,757
    )
    $
    (238,824
    )Net Cash Provided by
      Financing Activities
    $
    750,000
    
    $
    400,000Cash (decrease) increase during the
      year
    $
    78,793
    
    $
    54,664


We had cash in the amount of $154,557 as of July 31, 2011 as
compared to $75,764 as of July 31, 2010. We had a working capital deficit of
$26,116 as of July 31, 2011 compared to working capital deficit of $251,179 as
of July 31, 2010.

To date, our principal sources of funds have been from sales of
our common stock.

Cash provided by financing activities since inception through
July 31, 2011 was $1,191,000, from the sale of our shares of common stock.

PLAN OF OPERATION AND CASH REQUIREMENTS

Over the next 12 month period we intend to focus our efforts on
production of our Texas projects and aggressive exploration and appraisal
programs on our Texas 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 we are uncertain about our continued ability to raise funds
privately. If we are unable to secure adequate capital to continue our oil and
gas exploration and development business our shareholders will lose some or all
of their investment and our business will likely fail.

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

Estimated Net Expenditures During the Next
        Twelve MonthsGeneral, Administrative, and Corporate Expenses
      $   200,000Operating Expenses
      $   150,000Acquisitions & Exploration
      $2,500,000Redevelopment
      $1,000,000TOTAL
      $3,850,000


18

---

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

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, 2011.

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
|------- | -------------------------------------------

19

---

|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  | REPORT OF INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  | To the Board of Directors of 
      Liberty Energy, Corp 
      Houston, Texas
        We have audited the accompanying balance sheet of Liberty
          Energy, Corp. (A Exploration Stage Company) as of July 31, 2011 and the
          related statement of operations, stockholders equity and cash flows for
          the year then ended and from June 6, 2006 (inception), to July 31, 2011.
          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. The financial statements of the Company for
          the year then ended July 31, 2010 were audited by other auditors whose
          report, dated August 20, 2010, expressed an unqualified opinion on those
          statements.
      We conducted our audit in accordance with the 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. 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
        provides 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., (A Exploration Stage Company) as of July 31, 2011,
        and the results of its operations and cash flows for the years then ended
        and from June 6, 2006 (inception), to July 31, 2011 in conformity with
        generally accepted accounting principles 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 to the financial statements, the Company has had no significant
        operations, has generated nominal revenues since incorporation, and the
        Companys present revenues are insufficient to meet operating expenses.
        These conditions raise substantial doubt about its 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
      October 28, 2011
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3040 Post Oak Blvd.,   |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Suite 1600             |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Houston, TX 77056      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Phone: 713.968.1600    |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Fax: 713.968.1601      |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                       |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|WWW.MCCONNELLJONES.COM |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

20

---



GEORGE STEWART, CPA
  316 17thAVENUE
  SOUTH
  SEATTLE, WASHINGTON 98144
  (206) 328-8554 FAX(206)
  328-0383REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
  Liberty Energy, Corp.
  I have
  audited the accompanying balance sheet of Liberty Energy, Corp. (A Exploration
  Stage Company) as of July 31, 2010, and the related statement of
  operations, stockholders equity and cash flows for the year then ended and
  from June 6, 2006 (inception), to July 31, 2010. These financial statements are
  the responsibility of the Companys management. My responsibility is to express
  an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that I plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as well
  as evaluating the overall financial statement presentation. I believe that my
  audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Liberty
  Energy, Corp., (A Exploration Stage Company) as of July 31, 2010, and
  the results of its operations and cash flows for the year then ended and from
  June 6, 2006 (inception), to July 31, 2010 in conformity with generally accepted
  accounting principles in the United States of America.

The accompanying financial statements have been prepared
  assuming the Company will continue as a going concern. As discussed in Note # 2
  to the financial statements, the Company has had no operations and has no
  established source of revenue. This raises substantial doubt about its ability
  to continue as a going concern. Managements plan in regard to these matters is
  also described in Note # 2. The financial statements do not include any
  adjustments that might result from the outcome of this uncertainty.

/S/ George Stewart
  Seattle, Washington
  August 20,
2010

21

---

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

|ASSETS                                                                                                                                                                                                         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                                                                                                                                                                               |  
|                                                                                                                                                                                                               |  
|                                                                                                                                                                                                               |  
|                                                                                                                                                                                                               |  
|Current Assets                                                                                                                                                                                                 |  
|Cash                                                                                                                                                                                                           | $
|Deposit                                                                                                                                                                                                        |  
|Accounts Receivable                                                                                                                                                                                            |  
|                                                                                                                                                                                                               |  
|Total Current Assets                                                                                                                                                                                           |  
|                                                                                                                                                                                                               |  
|Oil and Gas Properties, full cost method                                                                                                                                                                       |  
|Costs not subject to amortization                                                                                                                                                                              |  
|Accumulated impairments                                                                                                                                                                                        |  
|                                                                                                                                                                                                               |  
|Oil and Gas Properties, net                                                                                                                                                                                    |  
|                                                                                                                                                                                                               |  
|Total Assets                                                                                                                                                                                                   | $
|                                                                                                                                                                                                               |  
|Current Liabilities                                                                                                                                                                                            |  
|Accounts Payable                                                                                                                                                                                               |  
|Loan Payable -
      related party                                                                                                                                                                             |  
|                                                                                                                                                                                                               |  
|Total Current Liabilities                                                                                                                                                                                      |  
|                                                                                                                                                                                                               |  
|Long Term Liabilities                                                                                                                                                                                          |  
|                                                                                                                                                                                                               |  
|Asset Retirement
      Obligations                                                                                                                                                                             |  
|                                                                                                                                                                                                               |  
|Total Long Term Liabilities Stockholders'
      Equity                                                                                                                                                         |  
|                                                                                                                                                                                                               |  
|Common stock, $0.001 par value, 150,000,000
      shares 
         authorized; 62,064,677, and 60,675,000 shares issued
          and outstanding as of July 31, 2011 and July 31, 
         2010 respectively |  
|Additional paid-in capital                                                                                                                                                                                     |  
|Deficit accumulated during exploration stage                                                                                                                                                                   |  
|                                                                                                                                                                                                               |  
|Total Stockholders' Equity                                                                                                                                                                                     |  
|                                                                                                                                                                                                               |  
|TOTAL LIABILITIES & STOCKHOLDERS'
      EQUITY                                                                                                                                                                 | $

22

---

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

|                                                           |   |            |   |   |            |   |   | June 6, 2006 |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------ | -
|                                                           |   |            |   |   |            |   |   | (inception)  |  
|                                                           |   | Year Ended |   |   | Year Ended |   |   | through      |  
|                                                           |   | July 31,   |   |   | July 31,   |   |   | July 31,     |  
|                                                           |   | 2011       |   |   | 2010       |   |   | 2011         |  
|                                                           |   |            |   |   |            |   |   |              |  
|Revenues                                                   |   |            |   |   |            |   |   |              |  
|                                                           |   |            |   |   |            |   |   |              |  
|Revenues                                                   | $ | 23,582     |   | $ | 3,196      |   | $ | 26,778       |  
|                                                           |   |            |   |   |            |   |   |              |  
|Operating Costs                                            |   |            |   |   |            |   |   |              |  
|                                                           |   |            |   |   |            |   |   |              |  
|Operating
      Costs                                      |   | 16,034     |   |   | -          |   |   | 16,034       |  
|Impairment Expense                                         |   | 3,512      |   |   |            |   |   | 3,512        |  
|Gross Profit                                               |   | 4,036      |   |   | 3,196      |   |   | 10,744       |  
|                                                           |   |            |   |   |            |   |   |              |  
|General & Administrative
      Expenses                    |   |            |   |   |            |   |   |              |  
|Professional Fees                                          |   | 27,803     |   |   | 19,878     |   |   | 69,777       |  
|                                                           |   |            |   |   |            |   |   |              |  
|General &
      Administrative Expenses                    |   | 305,923    |   |   | 91,694     |   |   | 424,013      |  
|                                                           |   |            |   |   |            |   |   |              |  
|Total General & Administrative Expenses                    |   | (333,726   | ) |   | (111,572   | ) |   | (497,302     | )
|                                                           |   |            |   |   |            |   |   |              |  
|Other Income/Expense                                       |   |            |   |   |            |   |   |              |  
|Gain
      from currency exchange                          |   |            |   |   |            |   |   | 100          |  
|                                                           |   |            |   |   |            |   |   |              |  
|Net Income (Loss)                                          | $ | (329,691   | ) | $ | (108,376   | ) | $ | (483,046     | )
|                                                           |   |            |   |   |            |   |   |              |  
|Basic earnings per share                                   | $ | (0.00      | ) | $ | (0.00      | ) | $ | 0.00         |  
|                                                           |   |            |   |   |            |   |   |              |  
|Weighted average number of common
      shares outstanding |   | 61,344,753 |   |   | 60,386,164 |   |   |              |  

23

---

LIBERTY ENERGY CORP.(An Exploration Stage
Company)Statement of Cash Flows

|                                                                                                              |   |            |   |   |            |   |   | June 6, 2006 |  
|------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------ | -
|                                                                                                              |   |            |   |   |            |   |   | (inception)  |  
|                                                                                                              |   | Year Ended |   |   | Year Ended |   |   | through      |  
|                                                                                                              |   | July 31,   |   |   | July 31,   |   |   | July 31,     |  
|                                                                                                              |   | 2011       |   |   | 2010       |   |   | 2011         |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES                                                                    |   |            |   |   |            |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Net income (loss)                                                                                             | $ | (329,691   | ) | $ | (108,376   | ) | $ | (483,046     | )
|Adjustments to reconcile net loss to net cash
      provided by (used in) 
             operating activities: |   |            |   |   |            |   |   |              |  
|Impairment Expense                                                                                            |   | 3,512      |   |   |            |   |   | 3,512        |  
|Other                                                                                                         |   | 141        |   |   |            |   |   |              |  
|Changes in operating assets and liabilities:                                                                  |   |            |   |   |            |   |   |              |  
|Accounts
      Receivable                                                                                     |   | 342        |   |   | (342       | ) |   | -            |  
|Deposit                                                                                                       |   | 1,250      |   |   | (1,250     | ) |   | -            |  
|Accounts
      Payable                                                                                        |   | 151,997    |   |   | 3,455      |   |   | 155,672      |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Net cash provided
      by (used in) operating activities                                                     |   | (172,450   | ) |   | (106,512   | ) |   | (323,862     | )
|                                                                                                              |   |            |   |   |            |   |   |              |  
|CASH FLOWS FROM INVESTING
      ACTIVITIES                                                                    |   |            |   |   |            |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Addition of Oil and Gas
      Properties                                                                      |   | (498,757   | ) |   | (238,824   | ) |   | (737,581     | )
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Acquisition of equipment                                                                                      |   | -          |   |   | -          |   |   | -            |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Net cash provided
      by (used in) investing activities                                                     |   | (498,757   | ) |   | (238,824   | ) |   | (737,581     | )
|                                                                                                              |   |            |   |   |            |   |   |              |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES                                                                    |   |            |   |   |            |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Proceeds from sale of common
      stock                                                                      |   | 750,000    |   |   | 375,000    |   |   | 1,191,000    |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Loan Payable - related
      party                                                                            |   | -          |   |   | 25,000     |   |   | 25,000       |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Net cash provided
      by (used in) financing activities                                                     |   | 750,000    |   |   | 400,000    |   |   | 1,216,000    |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Net increase (decrease)
      in cash                                                                         |   | 78,793     |   |   | 54,664     |   |   | 154,557      |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Cash at beginning of
      period                                                                             |   | 75,764     |   |   | 21,100     |   |   | -            |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Cash at end of
      year                                                                                     | $ | 154,557    |   | $ | 75,764     |   | $ | 154,557      |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATION                                                       |   |            |   |   |            |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Cash paid during year for :                                                                                   |   |            |   |   |            |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Interest                                                                                                      | $ | -          |   | $ | -          |   | $ | -            |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Income Taxes                                                                                                  | $ | -          |   | $ | -          |   | $ | -            |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Non Cash Activity                                                                                             |   |            |   |   |            |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|ARO Assets                                                                                                    |   | 56,328     |   | $ | -          |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|Addition (Reversal) of Oil and Gas Assets
      through Notes                                                 |   | (300,000   | ) |   | 300,000    |   |   |              |  
|                                                                                                              |   |            |   |   |            |   |   |              |  
|                                                                                                              | $ | (243,672   | ) | $ | 300,000    |   |   |              |  

24

---

LIBERTYENERGYCORP.(AnExplorationStageCompany)StatementofChangesin Equity

|                                                                          |  |              |  |   |        |  |   |                 |  |  | Defecit     |  |   |           | 
|------------------------------------------------------------------------- |  | ------------ |  | - | ------ |  | - | --------------- |  |  | ----------- |  | - | --------- | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  | Acumulated  |  |   |           | 
|                                                                          |  |              |  |   | Common |  |   | Additional      |  |  | During      |  |   |           | 
|                                                                          |  |              |  |   | Stock  |  |   | Captial Pain-in |  |  | Exploration |  |   |           | 
|                                                                          |  | Common Stock |  |   | Amount |  |   | Captial         |  |  | Stage       |  |   | Total     | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  |             |  |   |           | 
|Balance, June 6, 2006                                                     |  | 0            |  |   | 0      |  |   | 0               |  |  | 0           |  |   | 0         | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  |             |  |   |           | 
|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 
      @ $0.50 per share |  | 400,000      |  | $ | 400    |  | $ | 199,600         |  |  |             |  | $ | 200,000   | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  |             |  |   |           | 
|Stock issued for cash on
      April 8, 2010 
      @ $1.000 per share    |  | 75,000       |  | $ | 75     |  | $ | 74,925          |  |  |             |  | $ | 75,000    | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  |             |  |   |           | 
|Stock issued for cash on June
      6, 2010
      @ $0.50 per share       |  | 200,000      |  | $ | 200    |  | $ | 99,800          |  |  |             |  | $ | 100,000   | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  |             |  |   |           | 
|Net Loss, July 31, 2010                                                   |  |              |  |   |        |  |   |                 |  |  | -108,516    |  |   | -$108,516 | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  |             |  |   |           | 
|                                                                          |  |              |  |   |        |  |   |                 |  |  | 141         |  | $ | 141       | 

25

---

|Balance, July 31, 2010                                                   |  | 60,675,000 |   |   | 60,675 |  |   | 380,325   |  |  | -153,355 |   |   | 287,645  |  
|------------------------------------------------------------------------ |  | ---------- | - | - | ------ |  | - | --------- |  |  | -------- | - | - | -------- | -
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      August 27, 2010
      @ $0.59 per share   |  | 211,864    |   | $ | 212    |  | $ | 124,788   |  |  |          |   | $ | 125,000  |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      September 28, 20 
      @ $0.65 per share |  | 115,384    |   | $ | 115    |  | $ | 74,885    |  |  |          |   | $ | 75,000   |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      October 29, 2010
      @ $0.53 per share  |  | 94,340     |   | $ | 94     |  | $ | 49,906    |  |  |          |   | $ | 50,000   |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      December 8, 2010
      @ $0.53 per share  |  | 169,492    |   | $ | 169    |  | $ | 99,831    |  |  |          |   | $ | 100,000  |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      February 14, 2011
      @ $0.50 per share |  | 150,000    |   | $ | 150    |  | $ | 74,850    |  |  |          |   | $ | 75,000   |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      March 3, 2011
      @ $0.50 per share     |  | 200,000    |   | $ | 200    |  | $ | 99,800    |  |  |          |   | $ | 100,000  |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on
      April 25, 2011
      @ $0.50 per share    |  | 150,000    |   | $ | 150    |  | $ | 74,850    |  |  |          |   | $ | 75,000   |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Stock Issued for cash on July
      26, 2011
      @ $0.50 per share     |  | 300,000    |   | $ | 300    |  | $ | 149,700   |  |  |          |   | $ | 150,000  |  
|                                                                         |  |            |   |   |        |  |   |           |  |  |          |   |   |          |  
|Net Loss, July 31, 2011                                                  |  |            |   |   |        |  |   |           |  |  | (329,691 | ) |   | (329,691 | )
|Adjustment of share to AP                                                |  | (1,403     | ) |   | -1.4   |  |   | 1.4       |  |  |          |   |   | 0        |  
|Balance, July 31, 2011                                                   |  | 62,064,677 |   |   | 62,064 |  |   | 1,128,936 |  |  | (483,046 | ) |   | 707,954  |  

26

---

LIBERTY ENERGY CORP. (f/k/a DMA MINERALS INC.) (AN
EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS 
  July 31, 2011

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, DevelopmentStageEntities.
  Since inception, the Company has produced almost no revenues and will continue
  to report as an exploration stage company until significant revenues are produced.
  The Companys principal activity is the exploration and development of
  oil and gas properties. Properties are located in the United States of America
  and Bulgaria.

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

As discussed in Note 2 the accompanying financial statements
have been prepared assuming the Company will continue as a going concern.

NOTE 2  GOING CONCERN

The financial statements of the Company have been prepared
assuming that the Company will Future issuances of the Companys equity or debt
securities will be required in order for the Company to continue to finance its
operations and continue as a going concern. The Companys present revenues are
insufficient to meet operating expenses.

continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses since
its inception and requires capital for its future operational activities. The
Company's ability to raise additional capital through the future issuances of
common stock is unknown. The obtainment of additional financing, the successful
development of the Companys plan of operations, and its transition to
profitable operations is necessary for the Company to continue operations. The
ability to successfully resolve these factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements of
the Company do not include any adjustments that may result from the outcome of
these aforementioned uncertainties.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Recent Accounting Pronouncements

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

27

---

LIBERTY ENERGY CORP. (f/k/a DMA MINERALS INC.) (AN
EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS 
  July 31, 2011

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Use of Estimates

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

Net Loss per Share

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

Oil and gas properties

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

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

Asset Retirement Obligation

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

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

Revenue and cost recognition

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

28

---

LIBERTY ENERGY CORP. (f/k/a DMA MINERALS INC.) (AN
EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS 
  July 31, 2011

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Reclassification

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

Income Taxes

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

Fair Value of Financial Instruments

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

NOTE 4 - Unevaluated Oil and Gas Properties

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).

Ratliff Lease

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

Lockhart Northeast Project

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

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 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 impaired and expensed as all our properties are
not currently subject to amortization.

29

---

LIBERTY ENERGY CORP. (f/k/a DMA MINERALS INC.) (AN
EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS 
  July 31, 2011

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 $100,000 which were forwarded to Mr. Athens for
this acquisition. Oil and gas properties and notes payable were both reduced by
$300,000 in accordance with the revised agreement.

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, 2011.

NOTE 6  RELATED PARTY TRANSACTIONS

As of July 31, 2011, a loan payable in the amount of $25,000
was due Ian A. Spowart (a director) of which the loan is non-interest bearing
with no specific repayment terms.

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, whereby the 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
the Company to enter into an Amended Consulting Agreement with Daniel
Martinez-Atkinson to increase the consulting fee to $5,500 from July 1,
2011.

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

NOTE 7  STOCK TRANSACTIONS

On April 8, 2010 we issued 75,000 shares of our common stock at
$1.00 per share to one investor pursuant to a share issuance agreement. On July
22, 2010, we issued 200,000 shares of our common stock at $0.50 per share to the
same investor.

On July 19, 2010, we entered into a stock and warrant purchase
agreement with Asia-PacificCapitalLtd.pursuant to which the investor agreed to
lend up to $4,000,000 to us 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 the Notice.
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
the Subscriber 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.

30

---

LIBERTY ENERGY CORP. 
  (f/k/a DMA MINERALS INC.) (AN
EXPLORATION STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS 
  July 31, 2011

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 October 31, 2011 we have issued a total of 1,589,677 shares of
our company to Asia Pacific for a total cash amount of $850,000 under the terms
of the above mentioned agreement.

As at October 31, 2011 and as part of the agreement with our
main investor, the Company issued 2,384,516 warrants. The warrants issued have
an exercise price of $1.25 and are fully vested at the date of grant. The
warrants have an term of three years on have a remaining contractual life of
2.43 years as of July 31,2011. As of July 31,2011 no warrants had been
exercised.

NOTE 9  INCOME TAXES

As of July 31, 2011, the Company had federal net operating loss
carryforwards of approximately $483,046, which can be used to offset future
federal income tax. The federal and state net operating loss carryforwards
expire at various dates through 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,
2011 are as follows:

Federal net operating loss (@ 34%)
    $
    164,236Less: valuation allowance
    
    (164,236
    )Net deferred tax asset
    $
    ---


31

---

|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. 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 20, 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.

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.

32

---

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

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

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

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

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

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

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

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over
financial reporting that occurred during the last fiscal quarter ended July 31,
2011 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:

33

---

Name
      Position Held with the Company
      Age
    Date First Elected or AppointedIan Spowart
    President, Chief Executive
      Officer and Director
    46
    September 8, 2009Daniel Martinez- Atkinson
    Secretary, Treasurer, Chief
      Financial Officer and Director
    28
    June 6, 2006


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

Ian Spowart and Daniel Martinez-Atkinson currently devote 45
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 Spowart - President, CEO and Director

Ian Spowart has been President, CEO and Director of our company
since September 8, 2009.

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.

Mr. Spowart received a Bsc Hons in Business Management Studies
from Brunel University, West London. 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).

Mr. Spowart was Chair of Stadium Management Company (Keepmoat
Stadium) from February 2006 to April 2007.

Daniel Martinez-Atkinson - Secretary, Treasurer, Chief
  Financial Officer and a Director

Daniel Martinez-Atkinson has been Secretary, Treasurer, Chief
Financial Officer and a Director of our company since June 6, 2006.

Mr. Martinez-Atkinson was a 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.

Mr, Martinez-Atkinson obtained an ACA, Associate of Chartered
Accounts in 2010, an MA Corporate Strategy and Governance and Bsc Hons,
Operations Management in 2006 and 2005 respectively.

34

---

CODE OF ETHICS

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

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

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

- Honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- Full, fair, accurate, timely and understandable disclosure in reports and
  documents that we file or submit to the Securities & Exchange Commission
  and in other public communications made by us;
- Compliance with applicable governmental laws, rules and regulations;
- The prompt internal reporting to an appropriate person or persons
  identified in the code of violations of our Code of Ethical Conduct; and
- Accountability for adherence to the Code.

FAMILY RELATIONSHIPS

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

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past ten years:

1.        A petition
under the Federal bankruptcy laws or any state insolvency law was filed by or
against, or a receiver, fiscal agent or similar officer was appointed by a court
for the business or property of such person, or any partnership in which he was
a general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;

2.        Such person was
convicted in a criminal proceeding or is a named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses);

3.        Such person
was the subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from, or otherwise limiting, the following activities:

| | i.  | Acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, any other person regulated by the Commodity
      Futures Trading Commission, or an associated person of any of the
      foregoing, or as an investment adviser, underwriter, broker or dealer in
      securities, or as an affiliated person, director or employee of any
      investment company, bank, savings and loan association or insurance
      company, or engaging in or continuing any conduct or practice in
      connection with such activity
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii. | Engaging in any type of business practice;
  or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

35

---

| | iii. | Engaging in any activity in connection with the purchase
      or sale of any security or commodity or in connection with any violation
      of Federal or State securities laws or Federal commodities
  laws;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.        Such person was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;

5.        Such person was
found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;

6.        Such person
was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal commodities
law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated;

7.        Such person was
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, relating to an alleged violation of:

| | i.   | Any Federal or State securities or commodities law or
      regulation; or                                                                                                                                                                                                                                                
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                           
| | ii.  | 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
| |      |                                                                                                                                                                                                                                                                                                                           
| | iii. | Any law or regulation prohibiting mail or wire fraud or
      fraud in connection with any business entity; or                                                                                                                                                                                                            

8.        Such person
was 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.

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, 2011, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with.

BOARD AND COMMITTEE MEETINGS

Our board of directors held no formal meetings during the year
ended July 31, 2011. 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.

36

---

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.

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 and oversight 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 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, 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 of 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, 2011 and 2010; and                                                                      
| |     |                                                                                                                                                                                                                                              
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the years ended
      July 31, 2011 and 2010,

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:

37

---

SUMMARY COMPENSATION
        TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      **Stock**
        **Award****s** ($)
      Option
        Awards ($)
      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)
      2011 
        2010
      78,000 
        32,500
      nil 
        nil
      nil 
        nil
      nil 
        nil
      nil 
        nil
      nil 
        nil
      nil 
        nil
      78,000 
        32,500Daniel Martinez- 
        Atkinson, 
        Chief Financial 
        Officer, 
        Treasurer, 
        Secretary and 
        Director(2)
      2011 
        2010
      60,500 
        25,000
      nil 
        nil
      nil 
        nil
      nil 
        nil
      nil 
        nil
      nil 
        nil
      nil 
        nil
      60,500 
        25,000


|(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 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 the 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 the Company to enter into an Amended
Consulting Agreement with Daniel Martinez-Atkinson to increase the consulting
fee to $5,500 from July 1, 2011.

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, 2011.

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,
2011.

OPTION EXERCISES

During our Fiscal year ended July 31, 2011 there were no
options exercised by our named officers.

38

---

OUTSTAINDING 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,
2011, 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, 2011 or July 31, 2010 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,
2011.

COMPENSATION OF DIRECTORS

We reimburse our directors for expenses incurred in connection
with attending board meetings. We have not paid any directors fees or other
cash compensation for services rendered as a director since our inception to
July 31, 2011.

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.

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.

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 the 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 the Company to enter into an Amended
Consulting Agreement with Daniel Martinez-Atkinson to increase the consulting
fee to $5,500 from July 1, 2011.

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.

39

---

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------------

The following table sets forth, as of October 28, 2011, 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 ofBeneficial
      Ownership
      Percentageof
      Class(1)Ian Spowart 34 Hampton Road, Town Moor
      Doncaster, UK, DN2 5DG,
    15,400,000
    25.50%Daniel Martinez-Atkinson Mill House,
      Thornton Le Clay, York, UK, YO60 7TJ
    15,000,000
    24.83%Directors and Executive Officers as a
      Group(1)
    30,400,000 common shares
    50.33%


|(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 October 28 2011. As of October 28, 2011,
      there were 620,646,77shares 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).

40

---

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, 2010 and for fiscal year ended July 31, 2011 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 Ended July 312011 ($)
      2010 ($)Audit Fees
      14,400
      6,000Audit Related Fees
      -
      -Tax Fees
      -
      -All Other Fees
      -
      -Total
      14,400
      6,000


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.

41

---

PART IV

|ITEM 15. | EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

Exhibits required by Item 601 of Regulation S-K

|Exhibit | Description                                                                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                   
|(3)     | Articles
        of Incorporation and Bylaws                                                                                                                                                                      
|3.1     | Articles of Incorporation (incorporated
        by reference from our Registration Statement on Form SB-2 filed on October
        20, 2006).                                                                     
|3.2     | By-laws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on October
        20, 2006).                                                                                       
|3.3     | Certificate of Change with respect
        to the forward stock split (incorporated by reference from our Current
        Report on Form 8-K filed on June 11, 2008).                                             
|3.4     | Certificate
        of Amendment with respect to the change of name (incorporated by reference
        from our Current Report on Form 8-K filed on June 11, 2008).                                               
|3.5     | Certificate of Change with respect
        to the reduction of authorized capital (incorporated by reference from
        our Current Report on Form 8-K filed on June 11, 2008).                                 
|(10)    | Material
        Contracts                                                                                                                                                                                        
|10.1    | Consulting Agreement between
        our company and Daniel Martinez-Atkinson dated February 11, 2010. (incorporated
        by reference from our Current Report on Form 8-K filed on February 16,
        2010).
|10.2    | Consulting Agreement
        between our company and Ian Spowart, dated February 11, 2010. (incorporated
        by reference from our Current Report on Form 8-K filed on February 16,
        2010).            
|10.3    | Assignment and Bill of Sale
        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).                             
|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).                                 
|(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                                             

* filed herewith

42

---

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 9, 2011 | /s/
      Ian Spowart                                               
|                       | Ian Spowart                                                         
|                       | President, and Director                                             
|                       | (Principal Executive Officer, Principal
      Financial Officer and 
|                       | Principal                                                           
|                       | Accounting Officer)                                                 
|                       |                                                                     
|                       |                                                                     
|Date: November 9, 2011 | /s/
      Daniel Martinez-Atkinson                                  
|                       | Daniel Martinez-Atkinson                                            
|                       | Secretary, Treasurer, Chief Financial Officer
      and Director    
|                       | (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 9, 2011
|Ian Spowart                        |                                       |                       
|                                   |                                       |                       
|                                   |                                       |                       
|                                   | Secretary, Treasurer, Chief Financial | Date: November 9, 2011
|/s/ Daniel
      Martinez-Atkinson | Officer and Director                  |                       
|Daniel Martinez-Atkinson           |                                       |                       

43

---