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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2010

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

For the transition period from [   ]  to
[    ]

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
      organization) | (I.R.S. Employer Identification No.)

|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 [ 
]

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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.[  ]

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 October 13, 2010 was $41,865,750 based on a
$0.69 closing price for the Common Stock on January 31, 2010. For purposes of
this computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.

60,675,000 shares of common stock issued & outstanding as
of October 13, 2010

DOCUMENTS INCORPORATED BY
REFERENCENone.

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LIBERTY ENERGY CORP.

TABLE OF CONTENTS

|PART
      I   |                                                                                                               | 4 
|-------------- | ------------------------------------------------------------------------------------------------------------- | --
|ITEM
      1.  | BUSINESS                                                                                                      | 4 
|ITEM
      1A. | RISK
      FACTORS                                                                                            | 8 
|ITEM
      1B. | UNRESOLVED
      STAFF COMMENTS                                                                               | 15
|ITEM
      2.  | PROPERTIES                                                                                                    | 15
|ITEM
      3.  | LEGAL
      PROCEEDINGS                                                                                       | 15
|ITEM
      4.  | [REMOVED
      AND RESERVED]                                                                                  | 15
|PART
      II  |                                                                                                               | 15
|ITEM
      5.  | MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE 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                                              | 23
|ITEM
      8.  | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA                                                             | 23
|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                                                                                  | 36
|ITEM
      12. | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS    | 38
|ITEM
      13. | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                               | 39
|ITEM
      14. | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                  | 40
|PART
      IV  |                                                                                                               | 40
|ITEM
      15. | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                 | 40
|SIGNATURES     | 42                                                                                                           

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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.

As a result, we are investigating several other business
opportunities to enhance shareholder value, and are focused on the oil and gas
industry with the acquisition of oil and natural gas assets both in Bulgaria and
the United States. Subject to completing due diligence and funding sources being
available if required we intend to pursue business opportunities in the oil and
gas business. We may require additional funding to proceed. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
fund any work in the oil and gas business. Our management has also been analyzing
other various alternatives available to our company to ensure our survival and
to preserve our shareholder's investment in our common shares. This analysis has
included sourcing additional forms of financing to continue our business as is
while looking for other exploration targets, or mergers and/or acquisitions. At
this stage in our operations, we believe either course is acceptable, as our
operations have not been profitable and our future prospects for our business
are not good without further financing.

4

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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 1/16thof 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.

As a result of 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 that number of units
of our company 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.

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.

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 1/16thof 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.
As at the date hereof we have made one payment totaling $100,000.

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

As this ORRI is operated by DPE, 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. First sales are expected after the
completion of the pipeline in 2011.

5

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

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

TEXAS PROJECT

On October 1, 2009, we entered into 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). Upon completion of the transactions, 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 workover operations, once it has been determined
whether production could be reasonably increased, and a decent upside achieved.
This work began August 6, 2010.

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 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.

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

|1. | Schedule an inspection on entire leased acreage; gather
      equipment list & survey      
|-- | -------------------------------------------------------------------------------------------
|   |                                                                                            
|2. | Carry out extensive geological study examining both risk
      and reward of proposed works
|   |                                                                                            
|3. | Increase operator bond to operate
wells                                                    

6

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|4.  | Schedule swabbing to be performed on shut-in wells for
      oil production                      
|--- | -------------------------------------------------------------------------------------------------
|    |                                                                                                  
|5.  | Put AFE (Authorization For Expenditure) together for
      equipping/re-working (3) shut-in wells
|    |                                                                                                  
|6.  | Put AFE together for re-entering (5) wells                                                       
|    |                                                                                                  
|7.  | Perform complete evaluation on drilling program                                                  
|    |                                                                                                  
|8.  | Put AFE together for new well locations                                                          
|    |                                                                                                  
|9.  | Drill & Complete new wells                                                                       
|    |                                                                                                  
|10. | Develop Field up to 282 newly drilled
  wells                                                    

There are 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 feel that
these leases could potentially be extremely profitable, if we develop each lease
and well correctly.

Presently, we feel that we should be able to get a considerable
amount of (flush) production from the (3) shut-in wells by swabbing each well a
few times a month. This will enable us to use revenue to proceed with developing
the field. With the application of acid/fracture jobs and/or far-out perforating
(new completion technology) it is believed that we would be able to increase
production and possibly access undeveloped reservoirs that could produce at
significantly higher daily rates and overall total production.

COMPETITION

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

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

Many of the oil and gas exploration companies with whom we
compete have greater financial and technical resources than we do. Accordingly,
these competitors may be able to spend greater amounts on acquisitions of
properties of merit and on exploration of their properties. In addition, they
may be able to afford greater geological expertise in the targeting and
exploration of resource properties.

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

COMPLIANCE WITH GOVERNMENT REGULATION

Our oil and gas operations are subject to various United States
and 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,
and for remediation of existing environmental contamination, have not been
significant in relation to the results of operations of our company. The requirements imposed by such
laws and regulations are frequently changed and subject to interpretation, and
we are unable to predict the ultimate cost of compliance with these requirements
or their effect on our operations.

7

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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, 2010, 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.

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.

8

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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, 2010 of $153,355.23. Our net cash used in operations for
the year ended July 31, 2010 was $54,664. As of July 31, 2010 we had working
capital of $75,764.24. We do not expect positive cash flow from operations in
the near term. There is no assurance that actual cash requirements will not
exceed our estimates. In particular, additional capital may be required in the
event that drilling and completion costs increase beyond our expectations; or we
encounter greater costs associated with general and administrative expenses or
offering costs. The occurrence of any of the aforementioned events could
adversely affect our ability to meet our business plans. We cannot provide
assurances that we will be able to successfully execute our business plan. These
circumstances raise substantial doubt about our ability to continue as a going
concern. If we are unable to continue as a going concern, investors will likely
lose all of their investments in our company.

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

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

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

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

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

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

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

9

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

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

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

Our operations in the United States are subject to regulation
at the federal, state and local levels, including regulation relating to matters
such as the exploration for and the development, production, marketing, pricing,
transmission and storage of oil, as well as environmental and safety matters.
Failure to comply with applicable regulations could result in fines or penalties
being owed to third parties or governmental entities, the payment of which could
have a material adverse effect on our financial condition or results of
operations. Our operations are subject to significant laws and regulations,
which may adversely affect our ability to conduct business or increase our
costs. Extensive federal, state and local laws and regulations relating to
health and environmental quality in the United States affect nearly all of our
operations. These laws and regulations set various standards regulating various
aspects of health and environmental quality, provide for penalties and other
liabilities for the violation of these standards, and in some circumstances,
establish obligations to remediate current and former facilities and off-site
locations.

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

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

10

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

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

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

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

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

To date, we have generated limited revenues from production of
our oil and gas lease interests. Our oil and gas exploration and development
activities will be focused on the exploration and development of our properties
which are high-risk ventures with uncertain prospects for success. In addition,
we will not have earnings to support our activities should the wells drilled or
properties acquired prove not to be commercially viable. We cannot guaranty that
commercial quantities of oil will be successfully produced as a result of our
exploration and development efforts. Further there is no guarantee that we will
generate sufficient revenues from production of our reserves.

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

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

11

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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.

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

Our operations in the United States are subject to regulation at the federal, state and local levels, including regulation relating to matters such as the exploration for and the development, production, marketing, pricing, transmission and storage
of oil, as well as environmental and safety matters. Failure to comply with applicable regulations could result in fines or penalties being owed to third parties or governmental entities, the payment of which could have a material adverse effect on
our financial condition or results of operations. Our operations are subject to significant laws and regulations, which may adversely affect our ability to conduct business or increase our costs. Extensive federal, state and local laws and
regulations relating to health and environmental quality in the United States affect nearly all of our operations. These laws and regulations set various standards regulating various aspects of health and environmental quality, provide for penalties
and other liabilities for the violation of these standards, and in some circumstances, establish obligations to remediate current and former facilities and off-site locations.

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

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

12

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EXPLORATORY DRILLING INVOLVES MANY RISKS AND WE MAY BECOME LIABLE FOR POLLUTION OR OTHER LIABILITIES WHICH MAY HAVE AN ADVERSE EFFECT ON OUR FINANCIAL POSITION.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery,
equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse
effect on our financial position and operations.

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

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

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

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.

13

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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 August 20, 2010, our current independent registered public accounting firm stated that our financial statements for the year ended July 31, 2010, were prepared assuming that we would continue as a going concern, and that they
have substantial doubt about our ability to continue as a going concern. Our auditors doubts are based on our ability to obtain sufficient working capital to fund future operations. If we are unable to raise additional capital, our efforts to
continue as a going concern may not prove successful.

RISKS RELATED TO OUR COMMON STOCK

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

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

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

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

14

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

OTHER RISKS

TRENDS, RISKS AND UNCERTAINTIES

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

ITEM 1B.        
UNRESOLVED STAFF COMMENTS

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

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.

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 COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF
EQUITY SECURITIES

Our authorized capital stock consists of 150,000,000 common
shares, par value $.001 per share. On July 31, 2010, there were 60,675,000
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.

15

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|Quarter Ended    | High ($) | Low ($)
|---------------- | -------- | -------
|July 31, 2010    | $1.50    | $0.25  
|April 30, 2010   | $1.50    | $0.78  
|January 31, 2010 | $n/a     | $n/a   

As of the date of this report we have 47 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 led 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.

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 $153,355 in expenses through July 31,
2010. Our financial statements from inception (June 6, 2006) through the year
ended July 31, 2010 report revenues of $3,196 and a net loss of $108,376. Those
revenues were generated from our interest in the Dalhstrom lease in Texas. We
had expected to generate greater revenues from the Dahlstrom lease. However, the
well required a workover resulting in significant production downtime and
decreased lease revenues for the three month period ended July 31, 2010. We
expect that lease revenues from the Dalstrom lease increase upon completion of
the workover.

To implement our business plan during the next twelve months,
we need to generate increased revenues from the Dahlstrom lease 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.

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For the period of inception (June 6, 2006) through July 31,
2010, our total operating expenses were $156,651, which is comprised of
professional fees of $41,974, and general and administrative expenses of
$114,677. 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 2010 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, 2010 and 2009.

|                         |   | Year Ended | 
|------------------------ | - | ---------- | 
|                         |   | July 31    | 
|                         |   | 2010       | 
|                         |   |            | 
|Revenue                  | $ | 3,196      | 
|Total Operating Expenses | $ | 111,572    | 
|Other Income (Expenses)  | $ | Nil        | 
|Net Loss                 | $ | 108,376    | 

Revenues

We earned nominal revenues of $3,196 during the year ended July
31, 2010 compared to $Nil in the same period in fiscal 2009.

General Administrative Expenses

Our general administrative expenses for the year ended July 31,
2010 and July 31, 2009 are outlined in the table below:

|                               | Year Ended
|------------------------------ | ----------
|                               | July 31   
|                               |           
|                               |           
|                               |           
|Investor Relations             | $         
|Public Relations Distributions | $         
|Directors Expenses             | $         
|Transfer Agent Fees            | $         

The increase in operating expenses for the year ended July 31,
2010, compared to the same period in fiscal 2009, was mainly due increased
operations, directors wages and investor relations

Liquidity and Financial Condition

As of July 31, 2010, our total assets were $616,180 and our
total current liabilities were $325,535 and we had a working capital surplus of
$290,645. Our financial statements report a net loss of $108,376 for the year
ended July 31, 2010, and a net loss of $153,355 for the period from June 6, 2006
(date of inception) to July 31, 2010.

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

|Cash Flows                                                  |   |               |   |   |               |  
|----------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|                                                            |   | At            |   |   | At            |  
|                                                            |   | July 31, 2010 |   |   | July 31, 2009 |  
|                                                            |   |               |   |   |               |  
|Net Cash (Used in) Operating Activities                     | $ | 193,488       |   | $ | (12,933       | )
|Net Cash Provided by (Used In) Investing
        Activities | $ | (538,824      | ) | $ | Nil           |  
|Net Cash Provided by Financing Activities                   | $ | 400,000       |   | $ | (5000         | )
|Cash (decrease) increase during the
        year            | $ | 54,664        |   | $ | (17,933       | )

17

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We had cash in the amount of $75,764 as of July 31, 2010 as
compared to $21,100 as of July 31, 2009. We had a working capital surplus of
$287,645 as of July 31, 2010 compared to working capital surplus of $21,020 as
of July 31, 2009.

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, 2010 was $466,000, $6,000 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 both or Texas projects and Bulgaria property. Historically, we have
been able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. If we are unable to secure adequate capital to continue our oil and
gas exploration and development business our shareholders will lose some or all
of their investment and our business will likely fail.

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

|Estimated Net Expenditures During the Next Twelve Months
|--------------------------------------------------------
|General, Administrative, and Corporate Expenses         
|Operating Expenses                                      
|Exploration                                             
|Redevelopment                                           
|TOTAL                                                   

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.

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.

18

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Our company reports revenue and expenses using the accrual
method of accounting for financial and tax reporting purposes. Our company has
elected a July 31, year-end.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

Our company expenses all costs related to the acquisition and
exploration of mineral properties in which it has secured exploration rights
prior to establishment of proven and probable reserves. To date, our company has
not established the commercial feasibility of any exploration prospects;
therefore, all costs are being expensed.

PRO FORMA COMPENSATIONEXPENSE

No stock options have been issued by our company. Accordingly,
no pro forma compensation expense is reported in these financial statements.

MINERAL PROPERTY ACQUISITIONS AND EXPLORATION COSTS

Our company expenses all costs related to the acquisition and
exploration of mineral properties in which it has secured exploration rights
prior to establishment of proven and probable reserves. To date, we have not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

Our company records depreciation and amortization when
appropriate using both straight-line and declining balance methods over the
estimated useful life of the assets (five to seven years). Expenditures for
maintenance and repairs are charged to expense as incurred. Additions, major
renewals and replacements that increase the property's useful life are
capitalized. Property sold or retired, together with the related accumulated
depreciation, is removed from the appropriate accounts and the resultant gain or
loss is included in net income.

OIL AND GAS PROPERTIES

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

The capitalized costs of oil and gas properties in each cost
center are amortized on a composite 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.

19

---

Since our company has not produced any oil or gas, a provision for depletion has not been made.

INCOME TAXES

Our company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are
determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A
valuation allowance is provided for certain deferred tax assets if it is more likely than not, that our company will not realize the tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial accounting Standards Statement No. 107, "Disclosures About Fair Value of Financial Instruments", requires our company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be
financial instruments. Our company's financial instruments consist primarily of cash and certain investments.

REVENUE

Our company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. Our company has generated nominal revenue since its
inception.

INVESTMENTS

Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature.

PER SHARE INFORMATION

Our company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

ADVERTISING

Our company will expense its advertising when incurred. There has been no advertising since inception.

Advertising costs have been charged to expense as incurred include Public Relations Distribution expenses and were $6,431.10 for the year to July 31, 2010.

RECENT ACCOUNTING PRONOUNCEMENTS

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

June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140, eliminate
the exemption from consolidation for qualifying special-purpose entities and require additional disclosures. SFAS 166 is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after
November 15, 2009. Our company does not expect the provisions of SFAS 166 to have a material effect on the financial position, results of operations or cash flows of our company.

20

---

In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to variable interest entities. The provisions of SFAS 167 significantly affect the overall
consolidation analysis under FASB Interpretation No. 46(R).

SFAS 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009. SFAS 167 will be effective for our company beginning in 2010. Our company does not expect the provisions of SFAS 167 to have a material effect on
the financial position, results of operations or cash flows of our company.

In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the "FASB
Accounting Standards Codification" ("Codification") will become the source of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of
federal securities laws are also sources of authoritative GAAP for SEC registrants.

SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other
non grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is effective for our company's interim quarterly period beginning July 1, 2009. Our company does not expect the adoption of
SFAS No. 168 to have an impact on the financial statements.

In June 2009, the Securities and Exchange Commission's Office of the Chief Accountant and Division of Corporation Finance announced the release of Staff Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds portions of
the interpretive guidance included in the Staff Accounting Bulletin Series in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and Securities and Exchange Commission rules and
regulations. Specifically, the staff is updating the Series in order to bring existing guidance into conformity with recent pronouncements by the Financial Accounting Standards Board, namely, Statement of Financial Accounting Standards No. 141
(revised 2007), Business Combinations, and Statement of Financial Accounting Standards No. 160, Non-controlling Interests in Consolidated Financial Statements. The statements in staff accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official approval. They represent interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about
fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in
summarized financial information at interim reporting periods. This FSP shall be effective for interim reporting periods ending after June 15, 2009. Our company does not have any fair value of financial instruments to disclose.

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The FSP does not amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. The FSP shall be effective for interim and annual reporting periods ending after June 15, 2009. Our company currently does not have any financial assets that are other-than-temporarily
impaired.

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, to address some of the application issues under SFAS 141(R). The FSP deals with the
initial recognition and measurement of an asset acquired or a liability assumed in a business combination that arises from a contingency provided the asset or liability's fair value on the date of acquisition can be determined. When the fair value
can-not be determined, the FSP requires using the guidance under SFAS No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.

21

---

This FSP was effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The adoption of this FSP has not had a material impact on our financial position,
results of operations, or cash flows during the six months ended June 30, 2009.

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"). FSP FAS
157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation
techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. Our company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of
operation.

In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that is not active. FSP FAS
157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on our company's results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities." This disclosure-only FSP improves the transparency
of transfers of financial assets and an enterprise's involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008,
with earlier application encouraged. Our company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on our company's results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1 requires additional fair value disclosures about employers' pension and postretirement
benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and
information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. Our company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of operation.

In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and FASB
Interpretation 46 (revised December 2003), "Consolidation of Variable Interest Entities - an interpretation of ARB No. 51," as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are
subject to further public comment, our company anticipates the changes will not have a significant impact on our company's financial statements. The changes would be effective March 1, 2010, on a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards
No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we
believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial
guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on our company's financial position, statements of operations, or cash flows at this time.

22

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In May 2008, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category
will prevail. SFAS No. 162 will become effective 60 days after the SEC approves
the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards.
SFAS No. 162 has no effect on our company's financial position, statements of
operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or
FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133. This standard requires
companies to provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. Our company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

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

23

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GEORGE STEWART, CPA 316 17thAVENUE
SOUTHSEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors Liberty Energy, Corp.

I have audited the accompanying balance sheet of Liberty
Energy, Corp. (A Exploration Stage Company) as of July 31, 2010 and 2009, and
the related statement of operations, stockholders equity and cash flows for the
years then ended and from June 6, 2006 (inception), to July 31, 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 2009, and
the results of its operations and cash flows for the years 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 # 6
to the financial statements, the Company has had no operations and has no
established source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Managements plan in regard to these matters is
also described in Note # 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/S/ George Stewart

Seattle, Washington August 20, 2010

24

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|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 subject to amortization                                                                                                                                                                             | -
|Costs not
      subject to amortization                                                                                                                                                                   | -
|                                                                                                                                                                                                          |  
|Oil and Gas Properties, net                                                                                                                                                                               |  
|                                                                                                                                                                                                          |  
|Total Assets                                                                                                                                                                                              | $
|                                                                                                                                                                                                          |  
|Current Liabilities                                                                                                                                                                                       |  
|Accounts Payable                                                                                                                                                                                          |  
|Loan Payable -
      related party                                                                                                                                                                        |  
|                                                                                                                                                                                                          |  
|Total Current Liabilities                                                                                                                                                                                 |  
|Total Liabilities                                                                                                                                                                                         |  
|Stockholders' Equity                                                                                                                                                                                      |  
|Common stock, ($0.001 par value, 150,000,000 shares
      
        authorized; 60,675,000 and 60,000,000 shares issued  
      and outstanding as of July 31, 2010 and   July 31, 2009
      respectively |  
|Additional paid-in capital                                                                                                                                                                                |  
|Deficit accumulated during exploration stage                                                                                                                                                              |  
|                                                                                                                                                                                                          |  
|Total Stockholders' Equity                                                                                                                                                                                |  
|TOTAL LIABILITIES &
      STOCKHOLDERS' EQUITY                                                                                                                                                            | $

25

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

|                                                           |   |            |   |   |            |   |   | June 6, 2006 |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------ | -
|                                                           |   | Year       |   |   | Year       |   |   | (inception)  |  
|                                                           |   | Ended      |   |   | Ended      |   |   | through      |  
|                                                           |   | July 31,   |   |   | July 31,   |   |   | July 31,     |  
|                                                           |   | 2010       |   |   | 2009       |   |   | 2010         |  
|                                                           |   |            |   |   |            |   |   |              |  
|Revenues                                                   |   |            |   |   |            |   |   |              |  
|                                                           |   |            |   |   |            |   |   |              |  
|Revenues                                                   | $ | 3,196      |   | $ | -          |   | $ | 3,196        |  
|                                                           |   |            |   |   |            |   |   |              |  
|Total Revenues                                             |   | 3,196      |   |   | -          |   |   | 3,196        |  
|Professional Fees                                          |   | 19,878     |   |   | 8,000      |   |   | 41,974       |  
|General & Administrative
      Expenses                    |   | 91,694     |   |   | 5,013      |   |   | 114,677      |  
|                                                           |   |            |   |   |            |   |   |              |  
|                                                           |   |            |   |   |            |   |   |              |  
|Total General & Administrative Expenses                    |   | (111,572   | ) |   | (13,013    | ) |   | (156,651     | )
|                                                           |   |            |   |   |            |   |   |              |  
|Other Income/Expense                                       |   |            |   |   |            |   |   |              |  
|Gain
      from currency exchange                          |   |            |   |   |            |   |   | 100          |  
|Net Income (Loss)                                          | $ | (108,376   | ) | $ | (13,013    | ) | $ | (153,355     | )
|                                                           |   |            |   |   |            |   |   |              |  
|Basic earnings per share                                   | $ | (0.00      | ) | $ | (0.00      | ) | $ | 0.00         |  
|                                                           |   |            |   |   |            |   |   |              |  
|Weighted average number of common shares
      outstanding |   | 60,386,164 |   |   | 60,000,000 |   |   |              |  

26

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|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,     |  
|                                                          |   | 2010       |   |   | 2009       |   |   | 2010         |  
|CASH FLOWS FROM OPERATING ACTIVITIES                      |   |            |   |   |            |   |   |              |  
|Net income (loss)                                         | $ | (108,376   | ) | $ | (13,013    | ) | $ | (153,355     | )
|Adjustments to reconcile net loss to net cash             |   |            |   |   |            |   |   |              |  
|provided by
      (used in) operating activities:         |   |            |   |   |            |   |   |              |  
|Changes in operating assets and liabilities:              |   |            |   |   |            |   |   |              |  
|Accounts
      Receivable                                 |   | (342       | ) |   |            |   |   | (342         | )
|Deposit                                                   |   | (1,250     | ) |   |            |   |   | (1,250       | )
|Accounts
      Payable                                    |   | 303,455    |   |   | 80         |   |   | 303,535      |  
|Net cash provided by (used in)
      operating activities |   | 193,488    |   |   | (12,933    | ) |   | 148,588      |  
|CASH FLOWS FROM INVESTING
      ACTIVITIES                |   |            |   |   |            |   |   |              |  
|Purchase of Oil and Gas Properties                        |   | (538,824   | ) |   | -          |   |   | (538,824     | )
|Acquisition of equipment                                  |   | -          |   |   | -          |   |   | -            |  
|Net cash provided by (used in)
      investing activities |   | (538,824   | ) |   | -          |   |   | (538,824     | )
|CASH FLOWS FROM FINANCING
      ACTIVITIES                |   |            |   |   |            |   |   |              |  
|Issuance of common stock                                  |   | 675        |   |   | -          |   |   | 60,675       |  
|Additional paid-in
      capital                          |   | 374,325    |   |   | -          |   |   | 380,325      |  
|Loan Payable - related party                              |   | 25,000     |   |   | (5,000     | ) |   | 25,000       |  
|Net cash provided
      by (used in) financing activities |   | 400,000    |   |   | (5,000     | ) |   | 466,000      |  
|Net increase (decrease) in cash                           |   | 54,664     |   |   | (17,933    | ) |   | 75,764       |  
|Cash at beginning of
      period                         |   | 21,100     |   |   | 39,033     |   |   | -            |  
|Cash at end of year                                       | $ | 75,764     |   | $ | 21,100     |   | $ | 75,764       |  
|SUPPLEMENTAL DISCLOSURES OF
      CASH FLOW INFORMATION   |   |            |   |   |            |   |  
|Cash paid during year for :                               |   |            |   |   |            |   |   |              |  
|Interest                                                  | $ | -          |   | $ | -          |   | $ | -            |  
|Income Taxes                                              | $ | -          |   | $ | -          |   | $ | -            |  

27

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|LIBERTY ENERGY CORP.          
|------------------------------
|(f/k/a DMA MINERALS INC.)     
|(AN EXPLORATION STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS 
|July 31, 2010                 

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 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 it from its Phase I
exploration program, it was determined that the TG Mineral Claim did not, in all
likelihood, contain a commercially viable mineral deposit, and it therefore
abandoned any further exploration on the property.

As a result, the Company has acquired several oil and gas
properties and interests and is now focusing on raising additional funding for
the exploration and development of those properties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company reports revenue and expenses using the accrual
method of accounting for financial and tax reporting purposes. The Company has
elected a July 31, year-end.

Use of Estimates

Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses.

Pro Forma Compensation Expense

No stock options have been issued by Liberty Energy Corp.
Accordingly, no pro forma compensation expense is reported in these financial
statements.

Mineral Property Acquisition and Exploration Costs

The Company expenses all costs related to the acquisition and
exploration of mineral properties in which it has secured exploration rights
prior to establishment of proven and probable reserves. To date, the Company has
not established the commercial feasibility of any exploration prospects;
therefore, all costs are being expensed.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Depreciation, Amortization and Capitalization

The Company records depreciation and amortization when
appropriate using both straight-line and declining balance methods over the
estimated useful life of the assets (five to seven years). Expenditures for
maintenance and repairs are charged to expense as incurred. Additions, major
renewals and replacements that increase the property's useful life are
capitalized. Property sold or retired, together with the related accumulated
depreciation, is removed from the appropriate accounts and the resultant gain or
loss is included in net income.

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.

28

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|LIBERTY ENERGY CORP.          
|------------------------------
|(f/k/a DMA MINERALS INC.)     
|(AN EXPLORATION STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS 
|July 31, 2010                 

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.

Since the Company has not produced any oil or gas, a provision
for depletion has not been made.

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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 certain investments.

Investments

Investments that are purchased in other companies are valued at
cost less any impairment in the value that is other than temporary in nature.

Per Share Information

The Company computes per share information by dividing the net
loss for the period presented by the weighted average number of shares
outstanding during such period.

Advertising

The Company will expense its advertising when incurred. There
has been no advertising since inception.

Advertising costs have been charged to
expense as incurred include Public Relations Distribution expenses and were
$6,431.10 for the year to July 31, 2010.

29

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|LIBERTY ENERGY CORP.          
|------------------------------
|(f/k/a DMA MINERALS INC.)     
|(AN EXPLORATION STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS 
|July 31, 2010                 

NOTE 3 - PROVISION FOR INCOME TAXES

The provision for income taxes for the year ended July 31, 2010
represents the minimum state income tax expense of the Company, which is not
considered significant.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Litigation

The Company
  is not presently involved in any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

NOTE 6  GOING CONCERN

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

The consolidated financial statements of the Company have been
prepared assuming that the Company will continue as a going concern, which
contemplates, among other things, the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has incurred
cumulative net losses of $153,355.23 since its inception and requires capital
for its contemplated operational activities to take place. The Company's ability
to raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements of the Company do not include any
adjustments that may result from the outcome of these aforementioned
uncertainties.

NOTE 7  RELATED PARTY TRANSACTIONS

As of July 31, 2010, 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.

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 8  STOCK TRANSACTIONS

Transactions, other than employees stock issuance, are in
accordance with ASC No. 505. Thus issuances shall be accounted for based on the
fair value of the consideration received. Transactions with employees stock
issuance are in accordance with ASC No. 718. These issuances shall be accounted
for based on the fair value of the consideration received or the fair value of
the equity instruments issued, or whichever is more readily determinable.

On June 6, 2006 the Company issued a total of 30,000,000 shares
of common stock to one director for cash in the amount of $0.0002 per share for
a total of $6,000.

30

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|LIBERTY ENERGY CORP.          
|------------------------------
|(f/k/a DMA MINERALS INC.)     
|(AN EXPLORATION STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS 
|July 31, 2010                 

30,000,000 common shares were issued to 26 investors in the
Companys SB-2 offering for the aggregate sum of $60,000 in cash. The Regulation
SB-2 offering was declared effective by the Securities and Exchange Commission
on November 8, 2006 and completed on December 4, 2006.

Effective June 11, 2008 the Company effected a forward stock
spilt of the authorized, issued and outstanding shares of common stock on a
twenty five new for one old basis. Authorized capital increased from 75,000,000
common shares to 150,000,000 common shares and par value remained at $.001 per
share. These financial statements have been retroactively restated to reflect
these changes.

On September 8, 2009 the Company issued a total of 400,000
shares of common stock to one director for cash in the amount of $0.50 per share
for a total of $200,000.

On April 8, 2010 the Company issued a total of 75,000 shares of
common stock to a private investor for cash in the amount of $1.00 per share for
a total of $75,000.

On July 19, 2010 the Company issued a total of 200,000 shares
of common stock to a private investor for cash in the amount of $0.50 per share
for a total of $100,000.

As of July 31, 2010 the Company had 60,675,000 shares of common
stock issued and outstanding.

NOTE 9  STOCKHOLDERS EQUITY

The stockholders equity section of the Company contains the
following classes of capital stock as of July 31, 2010:

Common stock, $ 0.001 par value: 150,000,000 shares authorized;
60,675,000 shares issued and outstanding.

31

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ITEM 9.       CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.     CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our
management, including our principal executive officer and the principal
financial officer, we have conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
of the end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer so that it may be
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms relating to our company, particularly during the period
when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

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

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

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

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.

32

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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,
2010 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

ITEM 9B.      OTHER INFORMATION

None.

PART III

ITEM 10.       DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

|Name                     | Position Held
      with the Company                              | Age | Date First Elected or Appointed
|------------------------ | ----------------------------------------------------------------- | --- | -------------------------------
|Ian Spowart              | President, Chief Executive
      Officer and Director             | 45  | September 8, 2009              
|Daniel Martinez-Atkinson | Secretary, Treasurer, Chief        Financial Officer and Director | 27  | 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.

33

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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 - President, CEO and
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.

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;

34

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- 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 five
years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding, excluding traffic violations and other
      minor offences;                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                               
|3. | being subject to any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                               
|4. | being found by a court of competent jurisdiction in a
      civil action, the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated federal or state securities or
      commodities law, and the judgment has not been reversed, suspended, or
      vacated.                

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

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

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended July 31, 2010, 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, 2010. All proceedings of the board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the Nevada General Corporate Law and our Bylaws, as
valid and effective as if they had been passed at a meeting of the directors
duly called and held.

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

DIRECTOR INDEPENDENCE

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

35

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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

We do not have a board member who is an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K under the
Securities Act. We do not have an audit committee financial expert because we
believe the cost related to retaining a financial expert at this time is
prohibitive. Further, because we have not commenced operations, at the present
time, we believe the services of a financial expert are not warranted.

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, 2010 and 2009; 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, 2010 and 2009,

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

|SUMMARY COMPENSATION
      TABLE                                           
|---------------------------------------------------------------------------
|Name and Principal
      Position                                          
|Ian Spowart, President, Chief       Executive Officer
      and Director(1)

36

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|SUMMARY COMPENSATION
      TABLE                                                                           
|-----------------------------------------------------------------------------------------------------------
|Name and Principal
      Position                                                                          
|Daniel Martinez-Atkinson, 
      Chief Financial        Officer, Treasurer,       Secretary and Director(2)

|(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.

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, 2010.

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,
2010.

OPTION EXERCISES

During our Fiscal year ended July 31, 2010 there were no
options exercised by our named officers.

OUTSTAINDING EQUITY AWARDS AT FISCAL YEAR-END

We do not have any outstanding equity awards.

37

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STOCK OPTIONS/SAR GRANTS

During the period from inception (June 6, 2006) to July 31,
2010, 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, 2010 or July 31, 2009 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,
2010.

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, 2010.

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.

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

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

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

The following table sets forth, as of October 13, 2010, 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:

38

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|Name and Address of Beneficial Owner                                            | Amount and Nature of Beneficial
      Ownership | Percentage of
      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 September17 2010. As of October 13, 2010,
      there were 60,400,000 shares of our companys common stock issued and
      outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CHANGES IN CONTROL

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

ITEM 13.     CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

The promoters of our company are our directors and
officers.

DIRECTOR INDEPENDENCE

We currently act with two (2) directors. We have determined
that none of our directors is an "independent director" as defined in NASDAQ
Marketplace Rule 4200(a)(15).

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

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.

39

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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, 2010 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
      31
|------------------ | ------------------------
|                   | 2010 ($)                
|Audit Fees         | Nil                     
|Audit Related Fees | 6,000                   
|Tax Fees           | Nil                     
|All Other Fees     | Nil                     
|Total              | 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.

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).                  

40

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|Exhibit | Description                                                                                                                                                                                                 
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                             
|        |                                                                                                                                                                                                             
|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

41

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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: October 18, 2010 | /s/ Ian Spowart                                                     
|                       | Ian Spowart                                                         
|                       | President, and Director                                             
|                       | (Principal Executive Officer)                                       
|                       |                                                                     
|                       |                                                                     
|                       |                                                                     
|                       |                                                                     
|Date: October 18, 2010 | /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: October 18, 2010
|Ian Spowart                  |  |                                       |  |                       
|                             |  |                                       |  |                       
|                             |  |                                       |  |                       
|                             |  |                                       |  |                       
|                             |  |                                       |  |                       
|                             |  | Secretary, Treasurer, Chief Financial |  | Date: October 18, 2010
|/s/ Daniel Martinez-Atkinson |  | Officer and
      Director            |  |                       
|Daniel Martinez-Atkinson     |  |                                       |  |                       

42

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