UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)


x  Annual
Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of
1934


for the
fiscal year endedOctober 31,
2010





or





 ̈ Transition Report Under
Section 13 Or 15(d) Of The Securities Exchange Act Of 1934


for the
transition period from _____to _____





COMMISSION
FILE NUMBER: 000-54004





AMERICAN LIBERTY PETROLEUM
CORP.


(Exact
name of registrant as specified in its charter)





Nevada
            98-0599151(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





4900
California Ave., Tower B-210


Bakersfield,
CA 93309


(Address
of principal executive offices)





(661)
377-2911


Registrant’s
telephone number, including area code


Securities
      registered under Section 12(b) of the Exchange Act:
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:
            Common
      Stock, $0.00001 Par Value Per Share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    ̈Yes  þ  No





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





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  þYes    ̈
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  þ





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. (Check one):





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   ̈
            Smaller
      reporting company  þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).    ̈
Yes  þ  No





As of
February 14, 2011, 93,637,500 shares of common stock, $0.00001 par value per
share, were outstanding.





AMERICAN
LIBERTY PETROLEUM CORP.





ANNUAL
REPORT ON FORM 10-K


FOR
THE YEAR ENDED OCTOBER 31, 2010





INDEX





PART
      I
              
              1ITEM
      1.
              BUSINESS
              1ITEM
      1A.
              RISK
      FACTORS
              6ITEM
      1B.
              UNRESOLVED
      STAFF COMMENTS
              7ITEM
      2.
              PROPERTIES
              7ITEM
      3.
              LEGAL
      PROCEEDINGS
              7PART
      II
              
              7ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY
              7ITEM
      6.
              SELECTED
      FINANCIAL DATA
              8ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS
              8ITEM
      7A
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              11ITEM
      8
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              11ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS
              22ITEM
      9A.
              CONTROLS
      AND PROCEDURES
              22PART
      III
              
              23ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              23ITEM
      11.
              EXECUTIVE
      COMPENSATION
              25ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              25ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              26ITEM
      14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
              26PART
      IV
              
              27ITEM
      15.
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
              27


i




PART
I





CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
Annual Report on Form 10-K includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements.  Forward-looking
statements include those that address activities, developments or events that we
expect or anticipate will or may occur in the future.  All statements
other than statements of historical facts contained in this Annual Report,
including statements regarding our future financial position, business strategy,
budgets, projected costs and plans and objectives of management for future
operations, are forward-looking statements.  These statements reflect
the current views of management with respect to future events and are subject to
risks, uncertainties and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially different
from those described in the forward-looking statements. We undertake no
obligation to update or revise our forward-looking statements, whether as a
result of new information, future events or otherwise.  We advise you
to carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the “SEC”), particularly
our Quarterly Reports on Form 10-Q and our Current Reports on Form
8-K.





As used
in this Annual Report, the terms “we,” “us,” “our” and the “Company” mean
American Liberty Petroleum Corp. and its subsidiaries, unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.





The
disclosures set forth in this report should be read in conjunction with our
financial statements and notes thereto for the year ended October 31, 2010.
Because of the nature of a relatively new company, the reported results will not
necessarily reflect the operating results that will be achieved in the
future.





ITEM
1.           
BUSINESS





Organization
and Background





The
Company was incorporated on October 16, 2008 in the State of Nevada as “Oreon
Rental Corporation.” At the time of its incorporation, the management of the
Company intended to operate electronics rental stores in Ternopil and other
similar cities throughout the Ukraine. However, at the time of its incorporation
and its initial public offering of common stock in October 2008, the Company did
not own any such stores, nor did it have any ongoing business
operations.





The
Company underwent a change in management in January 2010. Effective January 4,
2010, Dzvenyslava Protskiv, the founder of the Company, resigned from her
positions as President, Treasurer, and the sole member of the board of
directors. Shareholders owning at least a majority of the issued and outstanding
shares of common stock of the Company, acting by written consent, accepted Ms.
Protskiv’s resignation and elected Alvaro Vollmers to serve as her replacement
as the sole director of the Company, effective on January 4, 2010. Mr. Vollmers
subsequently appointed himself to serve as the President, Treasurer, and
Secretary of the Company and removed any other officers, effective as of January
4, 2010.





In May
2010, the Company underwent a change in control.  On May 4, 2010, Ms.
Protskiv transferred 108,500,000 shares of common stock (as adjusted to reflect
the forward stock split described below) to Mr. Vollmers for cash consideration
of $155 and 31,500,000 shares of common stock (as adjusted to reflect the
forward stock split described below) to John G. Rhoden for cash consideration of
$45.  Mssrs. Vollmers and Rhoden each used his personal funds for the
purchase of those shares. As a consequence of the two sales, Ms. Protskiv no
longer owns any shares of common stock of the Company.  On May 24,
2010, Mr. Vollmers contributed 98,000,000 shares of common stock (as adjusted to
reflect the forward stock split described below) to the Company. The Company
held these shares in treasury until June 2010, when they were cancelled by
action of the board of directors. Mr. Vollmers received no consideration
from the Company for the shares he contributed.





On June
24, 2010, the Company received approval from FINRA to proceed with a 70:1
forward split of its common stock and to change its name to “American Liberty
Petroleum Corp.”  Consistent with the approval by FINRA, the stock
split was made effective June 25, 2010. As of such date, each existing share of
the Company’s common stock was reclassified and changed into 70 new shares, and
each holder of the Company’s common stock was entitled to receive, upon delivery
of an existing stock certificate, a new certificate or certificates representing
70 shares for each one share of common stock represented by the existing
certificate or certificates of such holder at the close of business on such
date. The stock split was approved by Mr. Vollmers, the sole director of the
Company, and shareholders holding at least a majority of the issued and
outstanding shares of the Company, acting by written consent, as disclosed on
the Company’s Current Report on Form 8-K filed with the SEC on May 24,
2010.


1


Business





Following
the change in management in January 2010, the Company decided to cancel its
original plan of operations and instead to shift its business focus to that of
an independent oil and gas company engaged in the acquisition, drilling and
production of oil and natural gas properties and prospects.  The
Company anticipates implementing this new business focus by pursuing interests
in oil and natural gas properties by acquiring
leases, similar to the oil and gas leases that are subject to the
Option Agreement described below. The Company plans to act as a non-operator,
which means the Company will not directly manage exploration, drilling or
development activities, but instead will seek joint ventures with oil and gas
companies that have exploration, development and drilling
expertise.





The
Company is currently an exploration stage company and has no products or
services, customers or ongoing sources of revenue. The Company currently has no
employees, other than its President.   Its only material assets
currently are its rights under the Option Agreement.  The Company has
entered into a merger agreement pursuant to which the company will sell its
interest in the Option Agreement to Keyser Resources, Inc., a Nevada corporation
("Keyser ") .  See
“—Sale by the Company of All of Its Assets” and “Certain Relationships and
Related Transactions, and Director Independence” for additional information on
the proposed merger transaction.  Upon the consummation of the merger
transaction, the Company’s sole asset will be shares of Keyser common stock
acquired in the merger.





Option
Agreement





On May
11, 2010, the Company and Desert Discoveries, LLC, a Nevada limited liability
company (“Desert
Discoveries”), entered into an Option Agreement (the “Option Agreement”)
under which Desert Discoveries granted the Company an option (the “Option”) to purchase
Desert Discoveries’ interest in five oil and gas leases (the “Leases”) covering an
aggregate of 9,877.28 acres of land in Nye, Esmeralda and Mineral Counties,
Nevada.  The Leases consist of the Gabbs Lease and the Kibby Flats
Leases, as those are further described in the Option Agreement.  The
Company’s right to exercise the Option is subject to the terms of the Option
Agreement.  As partial consideration for the Option, the Company paid
a signing fee and an initial option fee that were a total of $300,000, and it
was required to make periodic payments totaling $600,000 into an escrow
account.  The Option Agreement provides that the escrowed proceeds are
to be used by Desert Discoveries for
geological and exploratory work, acquisition costs, BLM Rental payments and
other expenses related to the development of the
Leases before
and after their
acquisition by the Company. On July 4, 2010, the Company also issued 1,500,000
shares of common stock, and warrants to purchase 1,600,000 shares of Common
Stock at $0.75 per share, to Desert Discoveries as additional consideration
required under the Option Agreement.  On October 23, 2010, the Company
and Desert Discoveries amended the Option Agreement to extend the deadline for
making a $250,000 payment into the escrow account from October 4, 2010 to
November 30, 2010.  On February 11, 2011, the Company and Desert
Discoveries further amended the Option Agreement by entering into a Second
Amendment to Option Agreement, which
gives the Company the right to include a 60%
working interest in a new lease (the “Cortez Lease”), in the same formations
as the Kibby and Gabbs lease interests, as part of the interests to be purchased
under the Option Agreement, and extended the end of the option exercise
period from March 4, 2011, to June 11, 2011.  The
Company may exercise its right to include the Cortez Lease in the acquired
leases by delivering written notice to Desert Discoveries by April 1, 2011, and
then paying an additional $250,000 into the escrow account by June 11,
2011. The
Company entered into the Second Amendment in order to secure more time for the
Company (or its successor in interest under the Option Agreement) to raise the
funds necessary to make the final Option payment due upon exercise of the
option, and to clarify the inclusion of the Cortez Lease in the assets to be
acquired, since a portion of the escrowed option fees is being used for the
acquistion and exploration of those lease interests.  Keyser
consented to the Company entering into the Second Amendment, in accordance with
the Merger Agreement.





As of
October 31, 2010, the Company had paid $150,000 of the original $600,000 of
escrow fees into an escrow account.  In December 2010, the Company
paid another $250,000 and the last payment of $200,000 was made on January 7,
2011.  The Company may exercise its Option at any time until June
11, 2011, by providing at least 30 days’ notice to Desert Discoveries and paying
an additional fee of $100,000,
plus an additional escrow $250,000 of payments for the Cortez Lease
under the
Second Amendment.





The
Option Agreement also grants to Desert Discoveries a right of first refusal to
participate in any stock offerings after cloing of the option, at the
greater of one cent ($0.01) or the then-actual offering price to the extent
required to maintain Desert Discoveries’ ownership interest in the Company on
the closing date. If the Company proposes to make an offering of shares or
securities convertible into shares of common stock, the Company is required
under the Option Agreement to notify Desert Discoveries of its right to purchase
its pro rata share of such convertible securities.


2


The
Company may exercise its Option at any time until June 11, 2011, by providing at
least 30 days’ notice to Desert Discoveries and paying an additional fee of
$100,000.  The Company’s decision to execute the Option Agreement and
to take the actions associated with the Option Agreement represented a shift in
the Company’s business focus to that of an independent oil and gas company
engaged in the acquisition, drilling and production of oil and natural gas
properties and prospects.





As of
January 7, 2011, the Company had paid $600,000 of periodic payments required
under the Option Agreement.  The Company does not intend to make the
$250,000
escrowpayment required to
acquire the Cortez Lease under the Second Amendment before
transferring the Option Agreement and all related rights to Keyser in
connection with the Merger Agreement discussed below. In order to make
the remaining to payments into the escrow account, the Company borrowed a total
of $490,000 from Keyser, which is controlled by Mr. Rhoden, the largest
shareholder of the Company, and Mr. Vollmers, the sole officer and director of
the Company.   The Keyser notes were the only financing that the
Company was able to secure in time to allow the Company to make the payments
required according to the schedule under the Option Agreement.  The
notes evidencing such borrowings are due and payable on February 28,
2011.  The Company does not have any financing sources or commitments
available at this time to repay the notes when they come due. After evaluating
the matter, the Board of Directors determined that the best option available was
to transfer the Option Agreement and the Company’s related rights to Keyser in a
transaction that is described below.





Sale by the Company of All
of Its Assets





On
January 24, 2011, the Board of Directors of the Company approved a series of
transactions that will result in the sale of substantially all of the assets of
the Company to Keyser.  Mr.
Vollmers is the sole director of both the Company and
Keyser. The sale
of the Company’s assets will be accomplished as follows:





•
            The
      Company contributed the Option Agreement to its wholly owned subsidiary,
      True American Energy Corporation, a Nevada corporation (“TAEC”), on
      January 3, 2011;




•
            TAEC
      will merge with and into Keyser, with Keyser being the surviving
      corporation, and the separate existence of TAEC will cease (the “Merger”);




•
            At
      the time of the Merger, the Company will exchange all of its shares of the
      common stock, $1.00 par value, of TAEC for consideration consisting of
      cash and securities of Keyser; and




•
            Because
      TAEC holds the Option Agreement as successor-in-interest to the Company,
      the Option Agreement will be owned by Keyser after the Merger, with Keyser
      assuming the rights, duties and obligations of the Company under the
      Option Agreement.





Merger
Agreement





The
Merger will be accomplished by the merger of TAEC with and into Keyser, in
accordance with an Agreement and Plan of Merger (the “Merger Agreement”)
approved by the Company’s Board of Directors.  New World
Petroleum Investments (“New World”), Desert
Discoveries, Mr.
Rhoden and Mr. Vollmers, as stockholders who
collectively hold more than
50% of the notes entitled to be cast with respect to the approval of the
transactions, have adopted resolutions authorizing the Company to complete the
series of transactions.  In addition to their interests in the Company, Mr.
Rhoden and Mr. Vollmers currently own approximately 13% and 39% of the
outstanding shares of Keyser’s common stock, respectively.  Accordingly,
each of them is interested in the transactions.





The
Merger Agreement, as signed by officers of Keyser, ALP and TAEC, is attached to
the Current Report on Form 8-K filed on January 27, 2011, and is incorporated
herein by reference.  The Company intends to complete the Merger as soon as
possible after satisfying all regulatory and other closing conditions, including
those waiting periods imposed by FINRA and the SEC.





Under the
Merger Agreement and applicable provisions of the Nevada Revised Statutes (the
“NRS”), when
the Merger becomes effective:





•
            The
      surviving corporation will be governed by the Amended and Restated
      Articles of Incorporation of the Surviving Corporation, which, among other
      things, provide that the name of the surviving corporation will be “True
      American Energy Corporation”.




•
            The
      surviving corporation will continue to be governed by the bylaws of
      Keyser.




•
            The
      surviving corporation will immediately assume title to all property owned
      by TAEC immediately prior to the Merger, including the Option Agreement
      (described above).


3


•
            The
      officers and directors of the surviving corporation will be the officers
      and directors of Keyser at the Effective Time. Alvaro Vollmers is the sole
      officer and director of Keyser.





At the
effective time of the Merger, all issued and outstanding shares of TAEC will be
automatically canceled and converted into the right to receive the Merger
Consideration, which is described below. Because ALP owns all of the issued and
outstanding shares of TAEC Common Stock, ALP will receive all of the Merger
Consideration.  All issued and outstanding shares of Keyser common stock
will be automatically converted into shares of common stock of the surviving
corporation.





The
Merger Agreement may be terminated and the Merger abandoned at any time prior to
the effective time of the Merger, whether before or after stockholder approval,
by the consent of the Board of Directors of TAEC and the Board of Directors of
Keyser. The Boards of Directors of TAEC and Keyser may amend the Merger
Agreement, but after the Merger Agreement has been approved by the stockholders
of Keyser, it may not be amended to (1) alter or change the manner or basis of
exchanging TAEC Common Stock for Merger Consideration, in whole or in part, or
(2) alter or change any of the terms and conditions of the Merger Agreement if
such alteration or change would adversely affect the stockholders of TAEC or
Keyser.





The
Merger Agreement contains customary representations and warranties of TAEC, ALP,
and Keyser. The Merger Agreement also states that the Merger will not occur
unless certain conditions precedent are satisfied. The conditions precedent
include that all representations and warranties of the other parties to the
Merger Agreement must be true and correct at the time of closing, unless waived
by the applicable party, and that each party has complied in all material
respects with its obligations under the Merger Agreement.  In addition, the
parties must have obtained all requisite consents from any and all public or
governmental authorities having jurisdiction over the Merger, including the SEC,
FINRA and the Secretary of State of Nevada, and satisfy all applicable waiting
periods.





Merger
Consideration





In
exchange for its shares of TAEC common stock, the Company will receive merger
consideration of $900,000 (“Merger
Consideration”), consisting of (a) 1,647,142 shares of Keyser Common
Stock and a Warrant (the “Warrant”) to purchase
123,077 shares of Keyser Common Stock (the “Common Stock
Consideration”) and (b) $700,000 in cash payments (the “Cash Consideration”).
The Cash Consideration will be paid by (a) forgiveness of the payment of a
promissory note in the original principal amount of $290,000 dated December 6,
2010, executed by the Company and payable to the order of Keyser, and of a
promissory note in the original principal amount of $200,000 dated January 7,
2011 executed by the Company and payable to the order of Keyser, and (b) the
issuance of a new Promissory Note (the “Promissory Note”) in
the original principal amount of $210,000 executed by Keyser and made payable to
the order of the Company. The Promissory Note will provide that interest will
accrue at the rate of five percent (5%) per annum, with all principal and
accrued interest thereon due and payable in twelve (12) equal monthly
installments of principal and interest, beginning the last day of the month next
following the effective date of the Merger.  The shares of Keyser common
stock issued as Common Stock Consideration will not be registered under the
Securities Act or the securities laws of any state. Accordingly, the shares of
Keyser common stock issued as Common Stock Consideration will be subject to
restrictions on transfer except in a transaction exempt from
registration.





Effective
Time of the Merger





Although
the Merger has been approved by the Boards of Directors of the Company, TAEC and
Keyser, and, where necessary, the stockholders of such parties, the consummation
of the Merger is subject to (i) the filing and delivery by the Company of an
Information Statement under Section 14 of the Securities Act, (ii) the filing
and delivery by Keyser of certain documentation with FINRA under the Securities
Exchange Act of 1934, and (iii) the completion of any related waiting periods.
The Company anticipates that the parties will complete the transactions as soon
as possible after the 20th day following initial mailing of the Information
Statement to its stockholders. When all necessary approvals have been obtained,
and all waiting periods have expired, the Company and Keyser will cause the
Articles of Merger to be filed in the Office of the Secretary of State of
Nevada.





Redemption of Company Common
Stock





Immediately
after the Merger is completed, the Company intends to redeem all of the shares
of common stock owned by New World Petroleum Investments, Inc, an Austrian
corporation (“New
World”) and Desert Discoveries in exchange for a portion of the shares of
Keyser common stock received as Common Stock Consideration.  New World
currently owns 14,437,500 shares of common stock, constituting 15.4% of the
issued and outstanding shares of the Company. Promptly after the Company
receives the Merger Consideration, it will redeem all of the shares of common
stock owned by New World in exchange for 1,142,845 shares of Keyser common stock
received as Common Stock Consideration.


4


Desert
Discoveries currently owns 1,500,000 shares of Company Common Stock,
constituting 1.6% of the issued and outstanding shares of the Company, and
warrants to purchase an additional 1,600,000 shares of Company Common
Stock.  See “Description of the Option Agreement” above. Promptly after the
Company receives the Merger Consideration, it will redeem all of the shares of
common stock owned by Desert Discoveries in exchange for 118,734 shares of
Keyser common stock received as Common Stock Consideration.  In
addition, in redemption of the warrants to purchase 1,600,000 shares of the
Company’s common stock held by Desert Discoveries, the Company will transfer to
Desert Discoveries the Warrant to purchase 123,077 shares of Keyser common
stock.





After the
Merger and the redemption of the New World and Desert Discoveries shares of
common stock, the Company will become a minority shareholder of Keyser, holding
approximately 2.6% of Keyser’s common stock, and neither New World nor Desert
Discoveries will own any shares of Company common stock.





Financing
Transactions





The
Company has completed several private placements of its common stock and its
equity interest Units (as defined below) since the beginning of the fiscal
year.  The private placements were typically conducted pursuant to
Regulation S of the Securities Act of 1933; however, an issuance of shares and
warrants in July 2010 was made in accordance with an exemption under Section
4(2) of the Securities Act. Each “Unit” has consisted of one share of common
stock, and one warrant to buy a share of common stock at an exercise price of
approximately $0.091 any time within three years after issuance. In each case,
the Units were sold to a single purchaser at a price of approximately $0.057 per
Unit. All issuances of common stock, and descriptions of the number of shares of
common stock issuable upon the exercise of a warrant, have been retroactively
adjusted, if necessary, to reflect the 70:1 forward stock split effective June
25, 2010.





·
            On
      February 19, 2010, the Company completed a private placement of 875,000
      Units to New World.  The gross proceeds of the offering were
      $50,000, which were used to pay general operating
  expenses.




·
            On
      April 27, 2010, the Company issued 875,000 Units to New World. The gross
      proceeds of the offering were $50,000, which were used to pay a portion of
      the payments due under the Option Agreement (as discussed in “-Business”
      below) and the Company’s general operating
  expenses.




·
            On
      April 30, 2010, the Company issued 5,250,000 Units to New World. The gross
      proceeds of the offering were $300,000, which were used to pay a portion
      of the payments due under the Option Agreement and the Company’s general
      operating expenses.




·
            On
      May 25, 2010, the Company issued 2,187,500 shares of Common Stock to New
      World, as repayment of a $125,000 installment paid on behalf of the
      Company under the Option Agreement.




·
            On
      June 2, 2010, the Company issued 3,500,000 Units to New
      World.  The gross proceeds of the offering were $200,000, which
      were used to make certain payments under the Option Agreement and for the
      Company’s general operating
expenses.




·
            On
      July 4, 2010, the Company issued 1,500,000 shares of common stock and
      warrants to purchase 1,600,000 shares of common stock at $.075 per share
      to Desert Discoveries, LLC, which was issued in a private transaction as
      additional consideration under an Option Agreement executed by the Company
      and Desert Discoveries, LLC as further discussed
  below.




In
addition, on December 6, 2010, and January 7, 2011, the Company borrowed
$290,000 and $200,000, respectively, from Keyser, in order to make the final
scheduled option payments due at that time made under the Option
Agreement.  The only remaining payments are a
$100,000 payment due upon
exercise of the Option and, if
the Company elects to purchase the Cortez Lease, another
payment in the
amount of $250,000.  The Company intends to repay the Keyser notes
upon completion of the proposed Merger transaction. The promissory notes
executed by the Company in connection with the loans contained the following
payment terms: (a) the unpaid principal amount accrues interest at the rate of
six percent (6%) per annum, (b) the unpaid principal and all accrued but unpaid
interest thereon will be due and payable on February 28, 2011, and (c) the
unpaid principal and accrued but unpaid interest may be prepaid in whole or in
part at the option of the Company, without penalty or premium. The notes are not
secured by any assets of the Company. Alvaro Vollmers, the sole director and
officer of the Company, is also the sole officer and director of
Keyser.  The proceeds of the notes were used to make a $250,000
payment pursuant to the Option Agreement in December 2010, and another payment
of $200,000 on January 7, 2011, and the remainder will be used for general
corporate purposes.


5


Marketing
and Pricing





The
Company currently has no revenue or revenue producing assets.





Competition





The
Company is an exploration stage company with no current operations and so does
not experience direct competition from other businesses.  However, the
Company intends to operate in the highly competitive areas of oil and gas
acquisition and exploration, areas in which other competing companies have
substantially larger financial resources, strategic alliances, operations, staff
and facilities.  Such companies may be able to pay more for
prospective oil and gas properties or prospects, to partner with more
experienced partners to form joint ventures and to evaluate, bid for and
purchase a greater number of properties and prospects than the Company’s
financial or human resources will permit.  This competition could
adversely impact the availability of real properties to lease and of experienced
companies with which to form joint ventures to develop the oil and gas leases
and could impact the Company’s ability to achieve the financing necessary for it
to develop its projects.





Research
and Development Expenditures





The
Company has not incurred any research and development expenditures since its
incorporation.





Patents
and Trademarks





The
Company does not own, either legally or beneficially, any patents or
trademarks.





Governmental
Regulation, Approval and Compliance





If the
Company pursues the Leases under the Option Agreement, or pursues other oil and
gas leases, and partners with an operating company to develop the oil and gas
prospects on the property, these operations will be subject to various types of
regulation at the federal, state and local levels. Such regulations includes
requiring permits for the drilling of wells; maintaining bonding requirements in
order to drill or operate wells; implementing spill prevention plans; submitting
notification and receiving permits relating to the presence, use and release of
certain materials incidental to oil and gas operations; and regulating the
location of wells, the method of drilling and casing wells, the use,
transportation, storage and disposal of fluids and materials used in connection
with drilling and production activities, surface usage and the restoration of
properties upon which wells have been drilled, the plugging and abandoning of
wells and the transporting of production.  The operations of any oil
and gas wells will also be subject to various conservation matters, including
the regulation of the size of drilling and spacing units or pro-ration units,
the number of wells which may be drilled in a unit, and the unitization or
pooling of oil and gas properties. In addition, state conservation laws
establish maximum rates of production from oil and gas wells, generally limit
the venting or flaring of gas, and impose certain requirements regarding the
ratable purchase of production. The effect of these regulations is to limit the
amounts of oil and gas these wells may be able to produce and to limit the
number of wells or the locations on which wells may be drilled. Even though the
Company will not be actively operating the Leases, its financial performance and
results of operations will be affected by numerous laws and regulations,
including energy, environmental, conservation, tax and other laws and
regulations relating to the oil and gas industry.





Environmental
Regulation





If the
Company pursues the Leases under the Option Agreement, or pursues other oil and
gas leases, and partners with an operating company to develop the oil and gas
prospects on the property, these operations will be subject to stringent
federal, state and local laws and regulations governing environmental quality,
including those relating to oil spills and pollution control, that are
constantly changing.  Should the Company and its operating partners
fail to comply with existing federal, state and local laws, rules and
regulations governing the release of materials into the environment or otherwise
relating to the protection of the environment, such failure may have a material
adverse effect upon its business operations and operating results.





Employees





The
Company does not have any active employees, nor does it anticipate having any in
the near future.  The Company may obtain business consulting services
from time to time from its President, Mr. Vollmers.





ITEM
1A.         RISK
FACTORS.





Not
Applicable.


6


ITEM
1B.         UNRESOLVED STAFF
COMMENTS.





Not
Applicable.





ITEM
2.            PROPERTIES.





The
Company does not own any physical property or own any real
property.  The Company leases a virtual office at 4900 California
Ave., Tower B-210, Bakersfield, CA, at a cost of approximately $200 per
month.  Additionally, the Company rents a virtual office at 3102 Maple
Avenue, Ste. 400, Dallas, Texas, pursuant to a Services Agreement that expires
January 8, 2012, at a cost of approximately $200 per month.





ITEM
3.            LEGAL
PROCEEDINGS.





None.




PART
II





ITEM
5.            MARKET
FOR REGISTRANT’S COMMON EQUITY.





Market
Information.





Shares of
the Company’s common stock are currently listed on the Over-The-Counter Bulletin
Board under the symbol “OREO.”  However, as of January 18, 2011 there
has been no trading activity in the common stock since the completion of the
Company’s initial public stock offering in January 2009. Accordingly no
historical price information is available.





The
transfer agent and registrar for the Company’s common stock is Signature Stock
Transfer, Inc., PMB 317, 2220 Coit Road, Suite #480, Plano, Texas
75075.





Holders
of Common Stock





As of
February 14, 2011, there are 93,637,500 shares of common stock issued and
outstanding.  These shares of common stock are held of record by 34
registered shareholders.





Dividends





The
Company has not declared any dividends on its common stock since its inception
on October 16, 2008. There are no dividend restrictions that limit the Company’s
ability to pay dividends on its common stock in its Articles of Incorporation or
Bylaws.  The governing statute, Chapter 78 of the NRS does provide
limitations on a company’s ability to declare dividends. Section 78.288 of
Chapter 78 of the NRS prohibits a company from declaring dividends where, after
giving effect to the distribution of the dividend, (a) would not be able to pay
its debts as they become due in the usual course of business; or (b) the
company’s total assets would be less than the sum of its total liabilities plus
the amount that would be needed, if it to be dissolved at the time of
distribution, to satisfy the preferential rights upon dissolution of
shareholders who may have preferential rights and whose preferential rights are
superior to those receiving the distribution (except as otherwise specifically
allowed by the Company’s Articles of Incorporation).





Securities
Authorized for Issuance under Equity Compensation Plans.





None.





Recent
Sales of Unregistered Securities Not Previously Reported on a Quarterly Report
on Form 10-Q or a Current Report on Form 8-K





None.





Use
of Proceeds





Not
applicable.


7


Purchase
of Equity Securities by Issuer in Fourth Quarter





None.





ITEM
6.            SELECTED
FINANCIAL DATA.





Not
Applicable.





ITEM
7.            MANAGEMENT’S
DISCUSSION AND ANALYSIS.





The
Company’s Management’s Discussion and Analysis of Financial Condition and
Results of Operations is intended to provide the reader of the Company’s
financial statements with a narrative from the perspective of the Company’s
management on its financial condition, results of operations, liquidity and
certain other factors that may affect the Company’s future
results.  This section should be read in conjunction with the
Company’s audited financial statements and the related notes thereto included in
this Annual Report.





Executive
Overview





There is
no historical financial information about the Company on which to base an
evaluation of its performance. The Company intends to be an independent oil and
gas company engaged in the acquisition, drilling and production of oil and
natural gas properties and prospects.  The Company anticipates
implementing this business focus by pursuing interests in oil and natural gas
properties by acquiring leases, such as the oil and gas leases that are subject
to the Option Agreement. The Company plans to act as a non-operator, which means
the Company will not directly manage exploration, drilling or development
activities, but instead will seek joint ventures with oil and gas companies that
have exploration, development and drilling expertise.





On May
11, 2010, the Company and Desert Discoveries entered into the Option Agreement
under which Desert Discoveries granted the Company an Option to purchase Desert
Discoveries’ interest in five oil and gas leases covering an aggregate of
9,877.28 acres of land in Nye, Esmeralda and Mineral Counties,
Nevada.  The Company’s decision to execute the Option Agreement and to
take the actions associated with the Option Agreement represents its initial
steps in its focus to become an operating independent oil and gas company
engaged in the acquisition, drilling and production of oil and natural gas
properties and prospects.





Pursuant
to the Option Agreement, the Company was required to make periodic payments into
an escrow.  In order to make the remaining to payments into the escrow
account, the Company borrowed a total of $490,000 from Keyser, which is
controlled by Mr. Rhoden, the largest shareholder of the Company, and Mr.
Vollmers, the sole officer and director of the Company.   The
notes evidencing such borrowings are due and payable on February 28,
2011.  The Company has attempted to find financing with which to repay
the notes when the come due, but has not been able to secure such financing.
After evaluating the matter, the Board of Directors determined that the best
option available was to transfer the Option Agreement and the Company’s related
rights to Keyser as further described in “ITEM 1 – BUSINESS – Business – Sale by
the Company of All of Its Assets” above.  On January 24, 2011, the
Board of Directors of the Company approved a series of transactions that will
result in the sale of substantially all of the assets of the Company to Keyser
in exchange for consideration consisting of cash and shares of Keyser common
stock.





The
Company is currently an exploration stage company and has no products or
services, customers or ongoing sources of revenue. The Company currently has no
employees, other than its President.   Its only material assets
currently are its rights under the Option Agreement.  Upon
consummation of the Merger, the Company sole asset will be its shares of Keyser
common stock.





The
Company cannot guarantee it will be successful in its business operations. The
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost
overruns.  The Company is seeking equity financing in order to obtain
the capital required to continue operating its business.  The Company
has no assurance that future financing will be available to it on acceptable
terms.  If financing is not available to the Company on satisfactory
terms, it may be unable to continue, develop or expand the Company’s operations.
Equity financing could result in additional dilution to its existing
shareholders.


8


Results
of Operations – Year Ended October 31, 2010 versus Year Ended October 31,
2009





Summary of Year End ResultsYear Ended
                      October31,2010
                    
                    
                    Year ended
                      October31,2009
                    
                    
                    Percentage
                      Increase/DecreaseRevenue
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -Expenses
                    
                    $
                    (363,801
                    )
                    
                    $
                    (32,763
                    )
                    
                    
                    1,010
                    %Net
      Loss
                    
                    $
                    (363,801
                    )
                    
                    $
                    (32,763
                    )
                    
                    
                    1,010
                    %





Revenue





The
Company has not earned any revenues to date.





Expenses





The
Company’s operating expenses for the fiscal years ended October 31, 2010 and
2009 are outlined in the table below:





Year Ended
                    October31,2010
                  
                  
                  Year ended
                    October31,2009
                  
                  
                  Percentage
                    Increase/DecreaseConsulting
      services
                  
                  $
                  77,100
                  
                  
                  $
                  8,000
                  
                  
                  
                  864
                  %General
      & administrative
                  
                  
                  39,921
                  
                  
                  
                  14,612
                  
                  
                  
                  173
                  %Rent
                  
                  
                  3,707
                  
                  
                  
                  3,000
                  
                  
                  
                  24
                  %Legal
      and accounting
                  
                  
                  214,058
                  
                  
                  
                  7,151
                  
                  
                  
                  2,893
                  %Bank
      fees
                  
                  
                  29,015
                  
                  
                  
                  -
                  
                  
                  
                  100
                  %Interest
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  0
                  %Total
      Operating Expenses
                  
                  $
                  363,801
                  
                  
                  $
                  32,763
                  
                  
                  
                  1,010
                  %





Accounting
during the fiscal year ended October 31, 2010 relate primarily to expenses
incurred in connection with our ongoing reporting obligations under the
Securities Exchange Act of 1934 (the "Exchange Act"). Legal fees incurred in
the same period relate primarily to expenses incurred in connection with
negotiations related to the Option Agreement and Joint Operating Agreement, and
our ongoing reporting obligations under the Exchange Act.





We
anticipate incurring additional legal and accounting fees in connection with the
merger and our ongoing reporting requirements under the Exchange Act. We also
anticipate that, if the company acquires additional properties, additional legal
expenses will be incurred.





Going
Concern





The
report of the Company’s independent registered public accounting firm on the
financial statements for the years ended October 31, 2010 and 2009 includes a
paragraph relating to substantial doubt or uncertainty in the Company’s ability
to continue as a going concern, which means that there is substantial doubt that
the Company can continue on an on-going business for the next twelve months
unless it obtains additional capital to pay the cost and expense of running its
business.  The independent registered public accounting firm is
raising this concern in part because the Company has not generated any revenues
to date, it has generated a cumulative net loss of $397,685 since inception and
no revenues are anticipated until the Company begins its
operations.  The Company has used all of the $25,500 raised in its
public offering of common stock and all but $28,318 of the capital it raised
throughout 2010 through private placements of its equity
securities.  For fiscal year 2011, the Company will need to raise
additional capital in order to continue to pursue investment opportunities. The
Company’s ability to establish itself as a going concern is dependent upon its
ability to obtain additional financing in order to finance its planned
operations and there are no assurances that it will be able to obtain the
necessary financing in the foreseeable future.


9


Liquidity
and Capital Resources





Working
Capital





AtOctober31,2010
                
                
                AtOctober31,2009
                
                
                Percentage
                  Increase/DecreaseCurrent
      Assets
                
                $
                142,516
                
                
                $
                -
                
                
                
                -Current
      Liabilities
                
                $
                22,072
                
                
                $
                1,882
                
                
                
                1,073
                %Working
      Capital (Deficit)
                
                $
                120,444
                
                
                $
                (1,882
                )
                
                
                (6,500
                )%





Working
capital is the amount by which current assets exceed current liabilities, and
the Company’s working capital has improved from a deficit of $1,882 as of
October 31, 2009 to a surplus of $120,444 as of October 31,
2010.  This improvement is attributable to an increase in current
prepaid expenses, primarily an increase in current prepaid escrow funds. Prepaid
escrow funds are considered current assets because they are expected to be used
in the short-term in connection with development activities under the Option
Agreement and Joint Operation Agreement.





Cash Flow – Year Ended
October 31, 2010 versus Year Ended October 31, 2009


Year Ended
                  October31,2010
                
                
                Year ended
                  October31,2009Net
      Cash Flows from (used in) Operating Activities
                
                $
                (457,809
                )
                
                $
                (24,881
                )Net
      Cash Flows from (used in) Investing Activities
                
                $
                (213,873
                )
                
                $
                -Net
      Cash Flows from (used in) Financing Activities
                
                $
                700,000
                
                
                $
                24,781Net
      Increase (Decrease) in Cash During Period
                
                $
                28,318
                
                
                $
                (100
                )





Net cash
flow used in operating activities was $457,809 which was primarily attributable
to a net loss of $363,801 for the fiscal year ended October 31, 2010 and the
increase of $108,951 in prepaid escrow funds, which is the difference between
the $150,000 deposited into escrow under the Option Agreement and disbursements
of $41,049 paid from the escrow account, slightly offset by an increase in
accounts payable.





Net cash
flow used in investing activities was $213,873, which was primarily attributable
to cash payments and share and warrants issued as payment as well as expenses
for the development of the leases under the Option Agreement.





Net cash
flow from financing activities increased by $700,000 primarily as the result of
certain private placements of equity securities the Company conducted throughout
2010.





Financing
Requirements





On
December 6, 2010, and January 7, 2011 the Company borrowed $290,000 and
$200,000, respectively, from Keyser Resources, Inc., a Nevada corporation. The
promissory notes executed by the Company in connection with the Keyser
loans contained the following payment terms: (a) the unpaid principal amount
accrues interest at the rate of six percent (6%) per annum, (b) the unpaid
principal and all accrued but unpaid interest thereon will be due and payable on
February 28, 2011, and (c) the unpaid principal and accrued but unpaid interest
may be prepaid in whole or in part at the option of the Company, without penalty
or premium. The notes are not secured by any assets of the Company. Alvaro
Vollmers, the sole director and officer of the Company, is also the sole officer
and director of Keyser.  The proceeds of the note were used to make a
$250,000 payment pursuant to the Option Agreement and the remainder will be used
for general corporate purposes.





The
Company will require additional financing to sustain its business operations and
currently does not have any binding arrangements for any third party to provide
financing.  As a result, there are no assurances that the Company will
be able to obtain the necessary financing when required.  Obtaining
additional financing would be subject to a number of factors that are outside
the control of the Company and may make the timing, amount, terms or conditions
of additional financing unavailable to it.





From
inception on October 16, 2008 to October 31, 2010, the Company has used a
combination of debt and equity to raise money for its corporate
expenses.  Since its inception, the Company has incurred cumulative
losses of $397,685 and is dependent upon obtaining financing to pursue any
activities.  The Company expects to continue to incur substantial
losses until it completes the development of its business.  The
Company anticipates continuing to rely on private equity and debt transactions
in order to continue to fund its business operations.  Issuances of
additional shares will be dilutive to the Company’s existing
shareholders.   There is no assurance that the Company will
achieve any additional sales of its equity securities or arrange for debt or
other financing for to fund its planned activities.


10


Critical
Accounting Policies





The
Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
(“U.S.
GAAP”).  The preparation of the Company’s consolidated
financial statements requires management to make judgments and estimates that
affect the reported amounts of assets and liabilities, revenues and expenses and
related disclosures.  The Company regularly reviews the accounting
policies, assumptions, estimates and judgment to assure that its financial
statements are presented fairly and in accordance with U.S.
GAAP.  However, because future events and their effects cannot be
determined with certainty, actual results could differ from the Company’s
assumptions and estimates, and such differences could be material.





The
Company’s significant accounting policies are discussed in Note 1, Summary of Significant Accounting
Policies, of its consolidated financial statements.  The
Company believes the following policies to be the most significant and critical
to an understanding of its business and operations.





Income
Taxes


The
Company accounts for income taxes under the ASC 740. Under ASC 740, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.





Recent
Accounting Pronouncements





The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.





Off-Balance
Sheet Arrangements





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on its financial condition,
revenues, expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to its shareholders.





Tabular
Disclosure of Contractual Obligations





Not
Applicable.





ITEM
7A          QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not
Applicable.





ITEM
8             FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.





The
Company’s financial statements together with the report thereon of LBB &
Associates Ltd., LLP for the years ended October 31, 2010 and 2009, and the
period from inception (October 16, 2008) through October 31, 2010, is set forth
as follows:





Index
to Financial Statements





PageReport
      of Independent Registered Public Accounting Firm:  LBB &
      Associates Ltd., LLP
                          12Consolidated
      Balance Sheets as of October 31, 2010 and October 31, 2009
                          13Consolidated
      Statements of Operations for the Fiscal Years Ended October 31, 2010 and
      2009 and from Inception to October 31, 2010
                          14Consolidated
      Statements of Cash Flows for the Fiscal Years Ended October 31, 2010 and
      2009 and from Inception to October 31, 2010
                          15Consolidated
      Statements of Shareholders’ Equity/(Deficit) from Inception to October 31,
      2010
                          16Notes
      to Consolidated Financial Statements
                          17


11


Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


American
Liberty Petroleum Corp.


(An
Exploration Stage Company)


Bakersfield,
California





We have
audited the accompanying consolidated balance sheets of American Liberty
Petroleum Corp.  (the “Company”) as of October 31, 2010 and 2009, and
the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years then ended and for the period from
October 16, 2008 (Inception) to October 31, 2010. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





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





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of American Liberty Petroleum
Corp. as of October 31, 2010 and 2009, and the results of its operations and its
cash flows for the years then ended and the period from October 16, 2008
(Inception) to October 31, 2010 in conformity with accounting principles
generally accepted in the United States of America.





As
discussed in Note 7 to the consolidated financial statements, the Company's
absence of significant revenues, recurring losses from operations, and its need
for additional financing in order to fund its projected loss in 2011 raise
substantial doubt about its ability to continue as a going concern. The 2010
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





LBB &
Associates Ltd., LLP





Houston,
Texas


February
9, 2011


12


AMERICAN
LIBERTY PETROLEUM CORPORATION
 (Formerly
Oreon Rental Corporation)
 (An
Exploration Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 
 October 31,
                            2010
                          
                          
                          October 31,
                            2009ASSETSCurrentCash
                          
                          $
                          28,318
                          
                          
                          $
                          -Prepaid
      assets
                          
                          
                          114,198
                          
                          
                          
                          -Total
      current assets
                          
                          
                          142,516
                          
                          
                          
                          -Oil
      and gas properties (full cost method)
                          
                          
                          515,942
                          
                          
                          
                          -Total assets
                          
                          $
                          658,458
                          
                          
                          $
                          -LIABILITIESCurrentAccounts
      payable and accrued liabilities
                          
                          $
                          22,072
                          
                          
                          $
                          1,882Total
      current liabilities
                          
                          
                          22,072
                          
                          
                          
                          1,882STOCKHOLDERS'
      EQUITY/(DEFICIT)Capital
      stockAuthorized:450,000,000
      common voting stock, $0.00001 par value Issued and
      outstanding:93,637,500
      and 175,700,000 common shares at  October 31, 2010 and 2009,
      respectively
                          
                          
                          936
                          
                          
                          
                          1,757Additional
      paid-in-capital
                          
                          
                          1,033,135
                          
                          
                          
                          30,245Deficit
      accumulated during the exploration stage
                          
                          
                          (397,685
                          )
                          
                          
                          (33,884
                          )Total
      stockholders' equity/(deficit)
                          
                          
                          636,386
                          
                          
                          
                          (1,882
                          )Total
      liabilities and stockholders' equity/(deficit)
                          
                          $
                          658,458
                          
                          
                          $
                          -
 
 The
accompanying notes form an integral part of these financial
statements.
  13
  AMERICAN
LIBERTY PETROLEUM CORPORATION
 (Formerly
Oreon Rental Corporation)
 (An
Exploration Stage Company)
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 Year ended
                    October 31,
                    2010
                  
                  
                  Year ended
                    October 31,
                    2009
                  
                  
                  October 16,
                    2008 (Inception)
                    to October 31,
                    2010ExpensesGeneral
      and administrative
                  
                  $
                  363,801
                  
                  
                  $
                  32,763
                  
                  
                  $
                  397,685Net
      loss
                  
                  $
                  (363,801
                  )
                  
                  $
                  (32,763
                  )
                  
                  $
                  (397,685
                  )Basic
      and diluted loss per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      average number of common shares outstanding
                  
                  
                  147,051,199
                  
                  
                  
                  169,568,700
 
 The
accompanying notes form an integral part of these financial
statements.
  14
  AMERICAN
LIBERTY PETROLEUM CORPORATION
 (Formerly
Oreon Rental Corporation)
 (An
Exploration Stage Company)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 Year ended
                  October 31,
                  2010
                
                
                Year ended
                  October 31,
                  2009
                
                
                October 16,
                  2008 (Inception)
                  to October 31,
                  2010Cash
      flows from operating activities:Net
      loss
                
                $
                (363,801
                )
                
                $
                (32,763
                )
                
                $
                (397,685
                )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDonated
      consulting services and expenses
                
                
                -
                
                
                
                6,000
                
                
                
                6,500Imputed
      interest on shareholder advance
                
                
                -
                
                
                
                -
                
                
                
                2Changes
      in operating assets and liabilitiesPrepaid
      assets
                
                
                (114,198
                )
                
                
                -
                
                
                
                (114,198
                )Accounts
      payable
                
                
                20,190
                
                
                
                1,882
                
                
                
                22,072Cash
      used in operating activities
                
                
                (457,809
                )
                
                
                (24,881
                )
                
                
                (483,309
                )Investing
      ActivitiesPurchase
      of oil and gas properties
                
                
                (213,873
                )
                
                
                -
                
                
                
                (213,873
                )Cash
      provided by financing activities
                
                
                (213,873
                )
                
                
                -
                
                
                
                (213,873
                )Financing
      Activities(Payments
      to) proceeds from related parties
                
                
                -
                
                
                
                (719
                )
                
                
                -Proceeds
      from the sale of common stock
                
                
                700,000
                
                
                
                25,500
                
                
                
                725,500Cash
      provided by financing activities
                
                
                700,000
                
                
                
                24,781
                
                
                
                725,500Net
      increase (decrease) in cash
                
                
                28,318
                
                
                
                (100
                )
                
                
                28,318Cash,
      beginning of the period
                
                
                -
                
                
                
                100
                
                
                
                -Cash,
      end of the period
                
                $
                28,318
                
                
                $
                -
                
                
                $
                28,318SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non
      cash transactions:Common
      stock and warrants issued for oil and gas leases
                
                $
                (302,069
                )
                
                $
                -
                
                
                $
                (302,069
                )
 
 The
accompanying notes form an integral part of these financial
statements.
  15
  AMERICAN
LIBERTY PETROLEUM CORPORATION
 (Formerly
Oreon Rental Corporation)
 (An
Exploration Stage Company)
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
 For the
Period October 16, 2008 (Date of Inception) to October 31, 2010
  CommonStockAdditional
                                      Paid-in
                                      Capital
                                    
                                    
                                    Deficit
                                      Accumulated
                                      during
                                      exploration
                                      stage
                                    
                                    
                                    TotalNumber
                                    
                                    
                                    AmountCapital
      stock issued to founders:
                                    
                                    
                                    140,000,000
                                    
                                    
                                    $
                                    1,400
                                    
                                    
                                    $
                                    (1,400
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Contributed
      rent and consulting services
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    500
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    500Imputed
      interest
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,121
                                    )
                                    
                                    
                                    (1,121
                                    )Balance,
      as at October 31, 2008
                                    
                                    
                                    140,000,000
                                    
                                    
                                    
                                    1,400
                                    
                                    
                                    
                                    (898
                                    )
                                    
                                    
                                    (1,121
                                    )
                                    
                                    
                                    (619
                                    )Capital
      stock issued for cash:
                                    
                                    
                                    35,700,000
                                    
                                    
                                    
                                    357
                                    
                                    
                                    
                                    25,143
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,500Contributed
      rent and consulting services
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,000Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (32,763
                                    )
                                    
                                    
                                    (32,763
                                    )Balance,
      as at October 31, 2009
                                    
                                    
                                    175,700,000
                                    
                                    
                                    
                                    1,757
                                    
                                    
                                    
                                    30,245
                                    
                                    
                                    
                                    (33,884
                                    )
                                    
                                    
                                    (1,882
                                    )Capital
      stock issued for cash:
                                    
                                    
                                    12,250,000
                                    
                                    
                                    
                                    122
                                    
                                    
                                    
                                    699,878
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    700,000Capital
      Stock issued for oil and gas interest
                                    
                                    
                                    3,687,500
                                    
                                    
                                    
                                    37
                                    
                                    
                                    
                                    210,677
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    210,714Warrants
      issued for oil and gas interest
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    91,355
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    91,355Treasury
      stock - Cancelled
                                    
                                    
                                    (98,000,000
                                    )
                                    
                                    
                                    (980
                                    )
                                    
                                    
                                    980
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (363,801
                                    )
                                    
                                    
                                    (363,801
                                    )Balance, as at October 31,
    2010
                                    
                                    
                                    93,637,500
                                    
                                    
                                    $
                                    936
                                    
                                    
                                    $
                                    1,033,135
                                    
                                    
                                    $
                                    (397,685
                                    )
                                    
                                    $
                                    636,386
 The
accompanying notes form an integral part of these financial
statements.
  16
 
 AMERICAN
LIBERTY PETROLEUM CORPORATION
 (Formerly
Oreon Rental Corporation)
 (An
Exploration Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 October
31, 2010
  Note 1
              Summary
      of Significant Accounting Policies
 
 American
Liberty Petroleum Corp., a Nevada corporation initially incorporated on October
16, 2008, was formerly known as “Oreon Rental Corporation.” The Company changed
its focus in 2010 to that of an independent oil and gas company engaged in the
acquisition, drilling and production of oil and natural gas properties by
acquiring leases to be held as a non-operator, and developing those leases
through joint ventures with oil and gas companies having exploration and
development expertise. The Company’s only material asset is its interest in the
Option Agreement, which is held by its wholly owned subsidiary, True American
Energy Corporation. The Company’s Common Stock is traded on the OTCBB under the
stock symbol “OREO.”
 
 BASIS OF
PRESENTATION
 
 The
accompanying financial statements of American Liberty Petroleum Corporation
(“ALP” or the “Company”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the result of operations for the periods
presented have been reflected herein.
 
 As used
in this Annual Report, the terms “we,” “us,” “our,” “ALP” and “the Company” mean
American Liberty Petroleum Corp. unless otherwise indicated. Certain amounts in
the 2009 financial statements have been reclassified to conform to the 2010
financial presentation.
 
 On June
14, 2010, the Company filed an amendment to its Articles of Incorporation with
the Nevada Secretary of State, which included the following
amendments:
 
 ·  A change
in the Company’s name from Oreon Rental Corporation to American Liberty
Petroleum Corp.,
 
 ·  An
increase in the number of authorized shares of Common Stock from 75,000,000 to
450,000,000.
 
 ·  A new
Article authorizing the Board of Directors to adopt, alter, amend or repeal the
Bylaws of the Company, including any Bylaw adopted by the
stockholders.
 
 ·  A new
Article stating that the Company may indemnify a director or officer of the
Company to the fullest extent allowed by Nevada law, and may indemnify any other
person for whom indemnification is allowed by Nevada law, and to purchase
insurance for this purpose.
  PRINCIPLES
OF CONSOLIDATION
  On
October 15, 2010, The
consolidation financial statements include the accounts of the Company and it
wholly owned subsidiary, True American Energy Corporation.  All
inter-company transactions and accounts have been eliminated.
 
 USE OF
ESTIMATES
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 CASH AND
CASH EQUIVALENTS
 
 Cash
consists of cash on deposit with high quality major financial institutions, and
to date the Company has not experienced losses on any of its
balances.  For purposes of the balance sheet and statement of cash
flows, the Company considers all highly liquid instruments with original
maturities of three months or less at the time of issuance to be cash
equivalents.  At October 31, 2010, the Company had no cash
equivalents.
  17
  FAIR
VALUE OF FINANCIAL INSTRUMENTS
 
 Financial
instruments, including cash, receivables, accounts payable, and notes payable
are carried at amounts which reasonably approximate their fair value due to the
short-term nature of these amounts or due to variable rates of interest which
are consistent with market rates. No adjustments have been made in the current
period.
 
 BASIC AND
DILUTED NET LOSS PER COMMON SHARE
 
 Basic and
diluted net loss per share calculations are calculated on the basis of the
weighted average number of common shares outstanding during the year. The per
share amounts include the dilutive effect of common stock equivalents in years
with net income. Basic and diluted loss per share is the same due to the
anti-dilutive nature of potential common stock equivalents.
 
 ENVIRONMENTAL
COSTS
 
 The
Company is currently engaged in oil and natural gas exploration activities and
may become subject to certain liabilities as they relate to environmental
cleanup of well sites or other environmental restoration procedures as they
relate to the drilling of oil and natural gas wells and the operation thereof.
In the Company's acquisition of existing or previously drilled well bores, the
Company may not be aware of what environmental safeguards were taken at the time
such wells were drilled or during such time the wells were operated. Should it
be determined that a liability exists with respect to any environmental cleanup
or restoration, the liability to cure such a violation could fall upon the
Company. No claim has been made, nor is the Company aware of any liability,
which the Company may have, as it relates to any environmental cleanup,
restoration or the violation of any rules or regulations relating
thereto.
 
 ASSET
RETIREMENT OBLIGATIONS
 
 The
Company accounts for asset retirement obligations in accordance with ASC 410-20,
Accounting for Asset
Retirement Obligations. The asset retirement obligations represent the
estimated present value of the amounts expected to be incurred to plug, abandon,
and re-mediate the producing properties at the end of their productive lives, in
accordance with state laws, as well as the estimated costs associated with the
reclamation of the surrounding property. The Company determines the asset
retirement obligations by calculating the present value of estimated cash flows
related to the liability. The asset retirement obligations are recorded as a
liability at the estimated present value as of the asset’s inception, with an
offsetting increase to producing properties.
 
 The
estimated liability is determined using significant assumptions, including
current estimates of plugging and abandonment costs, annual inflation of these
costs, the productive lives of wells, and a risk-adjusted interest rate. Changes
in any of these assumptions can result in significant revisions to the estimated
asset retirement obligations. Revisions to the asset retirement obligations are
recorded with an offsetting change to producing properties, resulting in
prospective changes to depletion and depreciation expense and accretion of the
discount.
 
 INCOME
TAXES
 
 Income
taxes are accounted for under the asset and liability method. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under the method, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.  A valuation allowance is provided for deferred tax assets if it
is more likely than not these items will either expire before the Company is
able to realize their benefits, or that future realization is
uncertain.
 
 STOCK
BASED COMPENSATION
 
 We
account for stock-based payments using the fair value method in accordance with
the provisions of ASC 718,
Compensation – Stock Compensation, which requires the measurement and
recognition of compensation expense for all share-based payments based on
estimated fair value. Equity-classified share and warrant awards are measured at
the grant date based on fair value. Common stock and warrants issued are valued
at the estimated fair market value, as determined by our management and
directors.
  18
  OIL AND
GAS PROPERTIES
 
 The
Company follows the full cost accounting method to account for oil and gas
properties, whereby costs incurred in the acquisition, exploration and
development of oil and gas reserves are capitalized. Such costs include lease
acquisition, geological and geophysical activities, rentals on non-producing
leases, drilling, completing and equipping of oil and gas wells and
administrative costs directly attributable to those activities and asset
retirement costs. Disposition of oil and gas properties are accounted for as a
reduction of capitalized costs, with no gain or loss recognized unless such
adjustment would significantly alter the relationship between capital costs and
proved reserves of oil and gas, in which case the gain or loss is recognized to
income.
 
 The
capitalized costs of oil and gas properties, excluding unevaluated and unproved
properties, are amortized using the units-of-production method based on
estimated proved recoverable oil and gas reserves. Amortization of unevaluated
and unproved property costs begins when the properties become proved or their
values become impaired. Impairment of unevaluated and unproved prospects is
assessed periodically based on a variety of factors, including management’s
intention with regard to future exploration and development of individually
significant properties and the ability of the Company to obtain funds to finance
such exploration and development.
 
 Oil and
gas properties as of October 31, 2010 consist of the acquisition costs incurred
by the Company and capitalization of development costs using the full cost
method.
 
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
 
 In
January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-03 “Oil
and Gas Reserve Estimation and Disclosures.” The ASU aligns the current oil and
gas reserve estimation and disclosure requirements of FASB Accounting Standards
Codification Topic 932, Extractive Activities — Oil and Gas, with those in SEC
Final Rule Release No. 33-8995, Modernization of Oil and Gas Reporting . The ASU
is effective for reporting periods ending on or after December 31, 2009. The
adoption of ASC 810 did not have any impact on the Company’s financial
statements.
 
 In
December 2008, the SEC issued revised reporting requirements for oil and natural
gas reserves that a company holds. Included in the new rule entitled
“Modernization of Oil and Gas Reporting Requirements”, are the following
changes: 1) permitting use of new technologies to determine proved reserves, if
those technologies have been demonstrated empirically to lead to reliable
conclusions about reserve volumes; 2) enabling companies to additionally
disclose their probable and possible reserves to investors, in addition to their
proved reserves; 3) allowing previously excluded resources, such as oil sands,
to be classified as oil and natural gas reserves rather than mining reserves; 4)
requiring companies to report the independence and qualifications of a preparer
or auditor, based on current Society of Petroleum Engineers criteria; 5)
requiring the filing of reports for companies that rely on a third party to
prepare reserve estimates or conduct a reserve audit; and 6) requiring companies
to report oil and natural gas reserves using an average price based upon the
prior 12-month period, rather than year-end prices. The new requirements are
effective for registration statements filed on or after January 1, 2010, and for
annual reports on Form 10-K for fiscal years ending on or after December 31,
2009. The adoption of this rule did not have any impact on the Company’s
financial disclosures.
 
 Note 2
              Related
      Party Transactions
 
 In
February 2010, the Company agreed to pay director fees of $8,500 per month to
Diamante Services Ltd. in exchange for Mr. Alvaro Vollmers’ services as director
of the Company. During the twelve months ended October 31, 2010 the Company paid
a total of $76,500 for consulting services provided by Mr.
Vollmers.
 
 Note 3
              Common
      Stock
 
 All
issuances of Common Stock, and descriptions of the number of shares of Common
Stock issuable upon the exercise of a warrant, have been retroactively adjusted,
if necessary, to reflect the 70:1 forward stock split effective June 25, 2010,
which is described in more detail below.
 
 The
Company issued 140,000,000 shares of common stock (founder’s shares) on October
16, 2008 to the President and Director of the Company.
 
 On
January 2, 2009, the Company issued 35,700,000 common shares at approximately
$0.007 per share, for proceeds of $25,500.
  19
  ALP has
completed several private placements of equity interest Units since the
beginning of the year. Each Unit has consisted of 1 share of Common Stock, and 1
warrant to buy a share of Common Stock at an exercise price of approximately
$0.091 any time within 3 years after issuance. In each case, the Units were sold
to a single purchaser at a price of approximately $0.057 per Unit. For each of
the following issuances, the relative fair market value of the warrants issued
was approximately 49% of the proceeds.
 
 On
February 19, 2010 ALP completed a private placement of 875,000 Units. The gross
proceeds of the offering were $50,000, which were used to pay general operating
expenses.
 
 On April
27, 2010, ALP completed a private placement of 875,000 Units. The gross proceeds
of the offering were $50,000, which were used to pay a portion of the payments
due under the Option Agreement discussed in Note 6 and the Company’s general
operating expenses.
 
 On April
30, 2010, ALP completed a private placement of 5,250,000 Units. The gross
proceeds of the offering were $300,000, which were used to pay a portion of the
payments due under the Option Agreement discussed in Note 6 and the Company’s
general operating expenses.
 
 On May 4,
2010, Dzvenyslava Protskiv, the former founder and CEO of the Company at its
time of inception, transferred 108,500,000 shares of Common Stock to Alvaro
Vollmers for cash consideration of $155, pursuant to a stock purchase agreement.
Mr. Vollmers is President, Secretary, Treasurer, and the sole director of the
Company. Mr. Vollmers used his personal funds for the purchase of those
shares.
 
 On May 4,
2010, Ms. Protskiv transferred 31,500,000 shares of Common Stock to John G.
Rhoden for cash consideration of $45, pursuant to a stock purchase agreement.
Mr. Rhoden used his personal funds for the purchase of those shares. As a
consequence of the two sales on May 4, 2010, Ms. Protskiv transferred all shares
that had been issued to her by the Company.
 
 On May
24, 2010, Alvaro Vollmers transferred 98,000,000 shares of Common Stock to the
Company. The Company held these shares in treasury until June 2010, when they
were cancelled by the board of directors. Mr. Vollmers received no
consideration from the Company for the shares he transferred. Immediately prior
to the stock transfer described above, Mr. Vollmers owned 108,500,000 shares of
Common Stock, or 59.4% of the issued and outstanding shares of Common Stock.
Immediately after the stock transfer, Mr. Vollmers owned 10,500,000 shares of
Common Stock, or approximately 12.4% of the issued and outstanding shares of
Common Stock.
 
 On May
25, 2010, the Company issued 2,187,500 shares of Common Stock to New World
Petroleum Corp. at a price of approximately $0.057 per share, as repayment of an
$125,000 installment paid on behalf of the Company under the Option Agreement
discussed in Note 6.
 
 On June
2, 2010, the Company completed a private placement of 3,500,000 Units, with each
Unit consisting of 1 share of Common Stock, and 1 warrant to buy a share of
Common Stock at an exercise price of approximately $0.091 any time within 3
years after issuance. The Units were sold to a single purchaser at a price of
approximately $0.057 per Unit. The gross proceeds of the offering were $200,000,
which were used to make certain payments under the Option
Agreement.
 
 On June
24, 2010, the Company received approval from FINRA to proceed with a 70:1
forward split of its Common Stock (the “Stock Split”) and a change of the
Company’s name to American Liberty Petroleum Corp. Consistent with the approval
by FINRA, the Stock Split was made effective June 25, 2010. As of such date,
each existing share of the Company’s Common Stock was reclassified and changed
into seventy (70) new shares, and each holder of the Company’s Common Stock was
entitled to receive, upon delivery of an existing stock certificate, a new
certificate or certificates representing seventy (70) shares for each one (1)
share of Common Stock represented by the existing certificate or certificates of
such holder at the close of business on such date.
 
 The Stock
Split was approved by Alvaro Vollmers, the sole director of the Company, and
stockholders holding at least a majority of the issued and outstanding shares of
the Company, acting by written consent, as disclosed on the Company’s Current
Report on Form 8-K filed with the SEC on May 24, 2010.
 
 On June
30, 2010 the Company issued 1,500,000 shares of restricted Common Stock valued
at $85,714 to Desert Discoveries to fulfill the Company’s obligation under the
Option Agreement.
 
 On July
4, 2010 the Company issued warrants to purchase 1,600,000 shares of Common Stock
valued at $91,355 to Desert Discoveries to fulfill the Company’s obligation
under the Option Agreement.
  20
  On
September 23, 2010, the Company completed a private placement of 1,750,000
Units, with each Unit consisting of 1 share of Common Stock, and 1 warrant to
buy a share of Common Stock at an exercise price of approximately $0.09 any time
within 3 years after issuance. The Units were sold to a single purchaser at a
price of approximately $0.057 per Unit. The gross proceeds of the offering were
$100,000, which were used to make certain payments under the Option Agreement
and the Company’s general operating expenses.
 
 Note 4
              Oil
      and Gas Properties
 
 The
Company signed an Option Agreement with Desert Discoveries granting the Company
an option to purchase its interest in five oil and gas leases located in Nevada
(the “Assets”),
subject to the Company’s performance of its obligations under the Option
Agreement. At the time it was signed, the Company’s right to exercise the Option
was subject to it performing its obligations under the Agreement, including the
payment of fees totaling $900,000 to be paid according to an installment
schedule set forth in the Agreement. The Option Agreement requires Desert
Discoveries, or its agent, to use $600,000 of such funds for the development of
the Assets acquired upon the exercise of the Option. The Purchase Price for the
Assets is $100,000 (the “Purchase Price”), due on or before March 4, 2011,
unless such date is extended as provided in the Option Agreement.
 
 In
addition to the fees to be paid to Desert Discoveries, the Company issued
1,500,000 shares of its Common Stock (the “Option Shares”), to Desert
Discoveries along with a warrant to purchase 1,600,000 shares of Common Stock
for $0.75 per share, at any time until May 11, 2015. The shares of Common Stock
to be issued to Desert Discoveries were not registered under the Securities Act,
or any state securities laws, and are subject to all applicable restrictions on
sale under such laws. The shares of Common Stock and the warrants are subject to
the following restrictions on transfer and exercise, respectively:
 
 •
              500,000
      of the Option Shares became transferrable, and 500,000 of the warrants
      became exercisable, on July 4,
2010;
 
 •
              500,000
      of the Option Shares became transferrable, and 500,000 of the warrants
      became exercisable, on January 4, 2011;
and
 
 •
              500,000
      of the Option Shares shall become transferrable, and 600,000 of the
      warrants shall become exercisable, on July 4,
  2011.
 
 To date,
the Company has paid all the payments required under the Option Agreement to
maintain its right to exercise the Option, except for the Purchase Price.
Currently, the Company does not have the funds to pay the Purchase Price. Keyser
has indicated that it has sufficient funds in order to pay the Purchase Price,
if the Merger is completed.
 
 The
Company has obtained the consent of Desert Discoveries to the contribution of
the Option Agreement to TAEC and to the Merger, as required by the Option
Agreement.
 
 Note 5
              Income
      Taxes
 
 The
Company has tax losses which may be applied against future taxable income. The
potential tax benefits arising from these loss carryforwards expire beginning in
2028 and are offset by a valuation allowance due to the uncertainty of
profitable operations in the future. The net operating loss carryforward was
$397,700 at October 31, 2010. The change in the valuation allowance in each of
the periods ending October 31, 2010 and 2009 were $123,700 and $11,000,
respectively. The significant components of the deferred tax asset as of October
31, 2010 and 2009 are as follows:
 
 2010
                  
                  
                  2009Net
      operating loss carryforwards
                  
                  $
                  135,200
                  
                  
                  $
                  11,500Valuation
      allowance
                  
                  
                  (135,200
                  )
                  
                  
                  (11,500
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -
 
 Note 6
              Change
      of Control
  Effective
January 4, 2010,  Dzvenyslava Protskiv resigned from her positions as
President, Treasurer, and the sole member of the Board of Directors of Oreon
Rental Corporation, a Nevada corporation (“Oreon”). To the knowledge of the
executive officers of Oreon, Ms. Protskiv’s resignation was not due to any
disagreement with Oreon on any matter relating to the operations, policies or
practices of Oreon.
  21
  The
shareholders owning at least a majority of the issued and outstanding shares of
Common Stock of Oreon accepted Ms. Protskiv’s resignation and elected Alvaro
Vollmers to serve as her replacement as the sole director of Oreon, effective on
January 4, 2010. Mr. Vollmers subsequently appointed himself to serve as the
President, Treasurer, and Secretary of Oreon, and removed any other officers of
Oreon, effective as of January 4, 2010.
 
 Note 7
              Going
      Concern
 
 These
financial statements have been prepared on a going concern basis, which implies
American Liberty Petroleum Corporation will continue to meet its obligations and
continue its operations for the next fiscal year. Realization value may be
substantially different from carrying values as shown and these financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should American Liberty Petroleum Corporation be unable to
continue as a going concern. As of October 31, 2010 American Liberty Petroleum
Corporation has not generated revenues and has accumulated losses of $397,685
since inception. The continuation of American Liberty Petroleum Corporation as a
going concern is dependent upon the continued financial support from its
shareholders, the ability of American Liberty Petroleum Corporation to obtain
necessary equity financing to continue operations, and the attainment of
profitable operations. These factors raise substantial doubt regarding American
Liberty Petroleum Corporation’s ability to continue as a going
concern.
 
 Note 8
              Subsequent
      Events
 
 On
January 24, 2011, the Company has entered into a merger agreement pursuant to
which the company will sell its interest in the Option Agreement to Keyser
Resources, Inc., a Nevada corporation.  Upon the consummation of the
transaction, the Company’s sole asset will be its shares of Keyser common
stock.  On December 6, 2010, and January 7, 2011, the Company borrowed
$290,000 and $200,000, respectively, from Keyser, in order to make the final
scheduled option payments under the Option Agreement.  On February 11,
2011, the Company and Desert Discoveries further amended the Option Agreement by
entering into a Second Amendment to Option Agreement.  The Second
Amendment gives the
Company the right to include a 60% working interest in a new lease (the
“Cortez Lease”), as part of the interests to be purchased under the Option
Agreement, and extends the end of the option exercise period from March 4, 2011,
to June 11, 2011. The only
remaining payments
are a $100,000 payment due upon
exercise of the Option, and if
the Company elects to purchase the Cortez Lease, another payment of $250,000
into the escrow account no later than June 2011.  The Company
intends to repay the Keyser notes upon completion of the proposed Merger
transaction.  See “Business – Sale by the Company of All of Its
Assets” and “—Financing Transactions”.  As of
February 9, 2011, the Merger transaction has not been
finalized.
  ITEM 9.
              CHANGES
      IN AND DISAGREEMENTS WITH
ACCOUNTANTS.
 
 None
 
 ITEM 9A.
              CONTROLS
      AND PROCEDURES.
 
 Disclosure
Controls and Procedures
 
 Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports that are filed and submitted under the Exchange Act of
1934 (the “Exchange
Act”) is recorded, processed, summarized and reported, within the time
periods specified by the SEC’s rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports that are filed
under the Exchange Act is accumulated and communicated to management, including
the principal executive officer, as appropriate to allow timely decisions
regarding required disclosure.  Under the supervision of and with the
participation of its executive officer, the Company has evaluated the
effectiveness of its disclosure controls and procedures as required by Exchange
Act Rule 13a-15(b) as of the end of the period covered by this Annual Report.
Based on that evaluation, the sole executive officer of the Company has
concluded that, as of the end of the period covered in this Annual Report, these
disclosure controls and procedures were effective.
  22
  Internal
Control over Financial Reporting
 
 Management’s Annual Report
on Internal Control of Financial Reporting
 
 The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
SEC, internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Exchange Act as a process designed by, or under
the supervision of, the Company’s principal executive and principal financial
officers and effected by the Company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. GAAP and 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 the Company’s
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 receipts and expenditures of
the Company are being made only in accordance with authorizations of the
Company’s management and directors; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the
financial statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
 
 As of the
end of its most recent fiscal year, the Company’s management assessed the
effectiveness of its internal control over financial reporting based on the
criteria for effective internal control over financial reporting established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and SEC guidance on conducting such
assessments. Based on that evaluation, management concluded that, as of October
31, 2010, such internal control over financial reporting was
effective.
 
 Attestation Report of the
Registered Accounting Firm
 
 This
Annual Report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to Rule 308(b)
of Regulation S-K, which permits the Company to provide only management’s report
in this Annual Report.
 
 Changes in Internal Control
over Financial Reporting
 
 There
were no changes in the Company’s internal control over financial reporting
during the year ended October 31, 2010 that have materially affected, or are
reasonably likely to materially affect, its internal control over financial
reporting.
 
 ITEM 9B.
                OTHER
      INFORMATION.
  None.
  PART III
  ITEM 10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
 
 The
Company’s executive officer, director and his age and titles as of October 31,
2010, are as follows:
 
 Name
                
                Age
                
                PositionAlvaro
      Vollmers
                
                37
                
                Sole
      Director, President, Secretary and
Treasurer
  23
  Alvaro
Vollmers is the sole director, President, Secretary and
Treasurer.  Mr. Vollmers was appointed to the board of directors and
was appointed President, Treasurer and Secretary of the Company on January 4,
2010. Since April 2009, Mr. Vollmers has served as President and CEO of Bald
Eagle Energy, Inc., a Nevada corporation (“Bald Eagle”), which
is traded in the pink sheets and has been engaged in the acquisition,
exploration and development of oil and natural gas properties and
prospects.  In addition, Mr. Vollmers has served as Bald Eagle’s CFO
since March 2008 and has been a member of its board of directors since April 1,
2008.  Mr. Vollmers also serves as the sole officer and director of
Keyser, which is traded in the pink sheets and has historically been in the
business of gold and copper exploration.  See “Certain Relationships
and Related Transactions, And Director Independence” for disclosure of a pending
transaction between the Company and Keyser.  Since July 2007, Mr.
Vollmers has acted as an independent consultant for various
businesses.  From July 2006 to July 2007, Mr. Vollmers served as
manager in charge of marine and aviation insurance at Pacifico Seguros, an
insurance company based in Peru.   From August 2004 to July 2006,
Mr. Vollmers worked as a project management consultant, project manager and
project management supervisor at the Ministry of Economy and Finance for the
Republic of Peru. His tasks included the supervision of two project managers who
were in charge of the financial and operation management of various multi-sector
technical assistance projects. These projects were partially financed by the
World Bank, the Inter-American Development Bank and the Japan Social Development
Fund. Mr. Vollmers holds a Master of Business Administration degree from the
London Business School. The Company believes Mr. Vollmers qualifications to
serve on its board of directors include his extensive business experience. Mr.
Vollmers has not been involved in any legal proceeding, as that term is defined
in Rule 401(f) of Regulation S-K.
 
 Committees
of the Board of Directors
 
 The
Company does not presently have a separately designated audit committee,
compensation committee, nominating committee, executive committee or any other
committees of its Board of Directors.  As such, the sole director acts
in those capacities.
 
 Audit Committee Financial Expert
 
 Mr.
Vollmers is the sole director of the Company and does not qualify as an “audit
committee financial expert.” The Company believes that the cost related to
retaining such a financial expert at this time is prohibitive, given its current
operating and financial condition. Further, because the Company is in the
development stage of its business operations, it believes the services of an
audit committee financial expert are not warranted at this time.
 
 Code
of Ethics
 
 The
Company has not yet adopted a code of ethics as defined by applicable rules of
the SEC.  The Company has only one director and executive officer, and
no employees. The Company anticipates that it will adopt a Code of Ethics when
appropriate for the Company as it hires additional employees, obtains additional
officers and directors, and begins operations.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934 requires the officers, directors,
and persons who beneficially own more than 10% of the Company’s common stock to
file reports of securities ownership and changes in such ownership with the SEC.
Officers, directors and greater than 10% beneficial owners are also required by
rules promulgated by the SEC to furnish the Company with copies of all Section
16(a) forms they file.
 
 Based
solely upon a review of the copies of such forms furnished to the Company, or
written representations that no filings were required, the Company believes that
during the fiscal year ended October 31, 2010, all filings required under
Section 16(a) have been timely filed, except that it appears from our review
that New World and John Rhoden, each of whom beneficially own more than 10% of
our common stock, have not filed a Form 3 reflecting such ownership
position.
  24
  ITEM 11.
              EXECUTIVE
      COMPENSATION.
 
 Summary
Compensation Table
 
 Name and Principal
                                  Position
                                
                                Year
                                
                                Salary ($)
                                
                                
                                Bonus ($)
                                
                                
                                Stock Awards
                                  ($)
                                
                                
                                Stock Options
                                  ($)
                                
                                
                                Nonequity
                                  Incentive Plan ($)
                                
                                
                                Nonqualified
                                  Deferred
                                  Compensation
                                  Earnings ($)
                                
                                
                                All Other
                                  Compensation
                                  ($)
                                
                                
                                Total ($)Dzvenyslava
      Protskiv- (1)
                                
                                2009
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                10,142
                                (2)
                                
                                $
                                10,142President,
      Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer,
      Principal Accounting Officer and sole Director
                                
                                2010
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0Alvaro
      Vollmers- (1)
                                  President,
      Treasurer, Secretary and sole Director
                                
                                2010
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                0
                                
                                
                                $
                                76,500
                                
                                
                                $
                                76,500
  (1)
              Ms.
      Protskiv resigned from her positions as director and executive officer of
      the Company effective January 4, 2010.  She was succeeded to
      these positions by Mr. Vollmers effective as of the same
    date.
 (2)
              Represents
      compensation paid for services provided to the Company, including the
      reimbursement of $719 in expenses related to the Company’s
      incorporation.
  Outstanding
Equity Awards at Fiscal Year End
  As at
October 31, 2010, the Company did not have any outstanding equity
awards.
  Director
Compensation
 
 Mr.
Vollmer and Ms. Protskiv received no additional compensation for their services
as directors of the Company during the fiscal years ended October 31, 2010 and
2009.  The Company has no standard arrangement in place or currently
contemplated to compensate the Company’s director for his service as a
director.
 
 Employment
Contracts
 
 The
Company has no written employment contracts, termination of employment or
change-in-control arrangements with any of its executive officers or directors
as of the fiscal year ended October 31, 2010.
  ITEM 12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT.
  Security
Ownership of Certain Beneficial Owners and Management
 
 The
following table sets forth certain information concerning the number of shares
of the Company’s common stock owned beneficially as of February 14, 2011 by: (i)
each person (including any group) known to the Company to own more than five
percent of any class of its voting securities; (ii) each of its directors; (iii)
each of its named executive officers; and (iv) the executive officers and
directors as a group.  Shares of common stock relating to options,
warrants or convertible securities currently exercisable, or exercisable within
60 days of February 14, 2011 are deemed outstanding for computing the percentage
of the person beneficially owning such securities but are not deemed outstanding
for computing the percentage of any other person.  Except as otherwise
indicated, each person or entity named in the table has sole voting and
investment power with respect to all shares of the Company’s common stock shown
as beneficially owned, subject to applicable community property
laws.
 
 NameandAddressofBeneficialOwner
                    
                    SharesBeneficially
                      Owned
                    
                    
                    PercentageOwnership5%
      or more beneficial owners:John
      Rhoden
                    
                    
                    31,500,000
                    
                    
                    
                    33.6
                    %New
      World Petroleum Investments, Inc.
                    
                    
                    14,437,500
                    
                    
                    
                    15.4
                    %Directors
      and Executive OfficersAlvaro
      Vollmers- President, Treasurer, Secretary and sole Director
                      4900
      California Avenue, Tower B-210
                      Bakersfield,
      California 93309
                    
                    
                    10,500,000
                    
                    
                    
                    11.2
                    %Executive
      Officers and Directors as a Group (1 person)
                    
                    
                    10,500,000
                    
                    
                    
                    11.2
                    %
 
 Equity
Compensation Plans
 
 The
Company has no equity compensation plans with its executive officer and director
as of the fiscal year ended October 31, 2010.
  25
  Change
of Control
 
 The
Company is not aware of any arrangement that might result in a change in control
in the future.
 
 ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
 
 Transactions
with Related Persons
 
 The
following is a description of transactions since November 1, 2009 to which the
Company has been a party in which the amount involved exceed or will exceed
$120,000 and in which any of the person who serves as our director and executive
officer or with any beneficial owners of more than 5% of our common stock, or
entities affiliated with them, had or will have a director or indirect material
interest.
 
 In
December 2010, the Company borrowed $290,000 from Keyser Resources, Inc. and in
January 2011, borrowed another $200,000 from Keyser.   The
promissory notes executed by the Company in connection with the loan contained
the following payment terms: (a) the unpaid principal amount accrues interest at
the rate of six percent (6%) per annum, (b) the unpaid principal and all accrued
but unpaid interest thereon will be due and payable on February 28, 2011, and
(c) the unpaid principal and accrued but unpaid interest may be prepaid in whole
or in part at the option of the Company, without penalty or premium. The note is
not secured by any assets of the Company.  In addition to serving as
the Company’s sole director and executive officer, Mr. Vollmers is also the sole
director and officer of Keyser and owns approximately 10% of its outstanding
common stock.
 
 On
January 24, 2011, the Board of Directors of the Company approved a series of
transactions that would result in the sale of substantially all of the
assets of the Company to Keyser.  Mr. Rhoden and Mr. Vollmers, as
stockholders holding more than 50% of the votes entitled to be cast with respect
to the approval of the transactions, have adopted resolutions authorizing the
Company to complete the series of transactions.  Mr. Volmers, in addition
to serving as the Company’s sole director and executive officer, is also the
sole director and officer of Keyser and owns approximately 10% of its
outstanding common stock. Mr. Rhoden, in additional to beneficially owning more
than 5% of the Company’s common stock, currently owns approximately 39% of
the outstanding shares of Keyser’s common stock,
respectively.
 
 Director
Independence
 
 Quotations
for the Company’s common stock are entered on the Over-the-Counter Bulletin
Board inter-dealer quotation system, which does not have director independence
requirements. For purposes of determining director independence, the Company
applied the definitions set out in NASDAQ Rule 4200(a)(15).  Under
NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or
she is also an executive officer or employee of the corporation.  As a
result, the Company does not have any independent directors.  During the fiscal year ended October 31, 2010, Mr.
Vollmer and Ms. Protskiv each acted as the Company’s director and principal
executive officer.
 
 ITEM 14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES.
 
 The aggregate fees billed for the fiscal years ended October
31, 2010 and 2009 for professional services rendered by the principal accountant
for (1) the audit of its annual financial statements and review of financial
statements included in Form 10-Q (“Audit Fees”), (2)
assurance and related services provided that are reasonably related to the audit
(“Audit-Related
Fees”), (3) tax compliance, advice, and planning (“Tax Fees”), and (iv)
other products or services provided (“Other
Fees”)
 
 Year Ended
                        October31,2010
                      
                      
                      Year Ended
                        October31,2009Audit
      Fees
                      
                      $
                      22,000
                      
                      
                      $
                      6,110Audit
      Related Fees
                      
                      $
                      585
                      
                      
                      $
                      0Tax
      Fees
                      
                      $
                      0
                      
                      
                      $
                      0All
      Other Fees
                      
                      $
                      0
                      
                      
                      $
                      0Total
                      
                      $
                      22,585
                      
                      
                      $
                      6,110
  26
  PART
IV
  ITEM 15.
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES.
 
 The
following documents are filed as part of this Annual Report:
 
 1.
              Financial
      Statements – The following consolidated financial statements of the
      Company are contained in Item 8 of this Form
  10-K:
 •
              Report
      of Independent Registered Public
Accountant
 •
              Consolidated
      Balance Sheets as of October 31, 2010 and
2009
 •
              Consolidated
      Statements of Operations – For the years ended October 31, 2010 and 2009
      and from inception (October 16, 2008) through October 31,
    2010
 •
              Consolidated
      Statements of Stockholders’ Equity (Deficit) - From inception (October 16,
      2008) through October 31, 2010
 •
              Consolidated
      Statements of Cash Flows – For the years ended October 31, 2010 and 2009
      and from inception (October 16, 2008) through October 31,
    2010
 •
              Notes
      to the Consolidated Financial
Statements
 
 2.
              Financial
      Statement Schedules were omitted, as they are not required or are not
      applicable, or the required information is included in the Financial
      Statements.
  3.
              Exhibits
      – The following exhibits are filed with this report or are incorporated
      herein by reference to a prior filing, in accordance with Rule 12b-32
      under the Exchange Act.
  Exhibit
                        Number
                      
                      DescriptionofExhibits3.1
                      
                      Amended
      and Restated Articles of Incorporation of the Company (incorporated by
      reference to Current Report on Form 8-K filed on May 24,
    2010)3.2
                      
                      Bylaws
      of the Company (incorporated by reference to Exhibit 3.2 of the Annual
      Report on Form 10-K filed on February 16, 2010)10.1
                      
                      Option
      Agreement dated May 11, 2010 by and between the Company and Desert
      Discoveries, LLC (incorporated by reference to Current Report on Form 8-K
      filed on May 17, 2010)10.2
                      
                      First
      Amendment to Option Agreement dated October 23, 2010 by and between the
      Company and Desert Discoveries, LLC (incorporated by reference to Current
      Report on Form 8-K filed on October 26, 2010)10.3
                      
                      Second
      Amendment to Option Agreement dated February 11, 2011 by and between the
      Company and Desert Discoveries, LLC10.4
                      
                      Promissory
      Note executed on December 6, 2010 by the Company, as maker, for the
      benefit of Keyser Resources, Inc., as payee10.5
                      
                      Promissory
      Note executed on December 9, 2010 by the Company, as maker, for the
      benefit of Keyser Resources, Inc., as payee21.1
                      
                      List
      of Subsidiaries of the Company31.1
                      
                      Certification
      of Chief Executive Officer as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                      
                      Certification
      of Chief Executive Officer as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.
  27
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  AMERICAN
      LIBERTY PETROLEUM CORP.Date:
      February 15, 2011
                By:
                /s/ Alvaro VollmersALVARO
      VOLLMERSPresident,
      Treasurer and Secretary
 
 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.
 
 AMERICAN
      LIBERTY PETROLEUM CORP.Date:
      February 15, 2011
                By:
                /s/ Alvaro VollmersALVARO
      VOLLMERSPresident,
      Treasurer and Secretary and Sole
Director
  28