ITEM 1A.  RISK FACTORS

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

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.   PROPERTIES

Executive Offices

The address of our principal executive office is 7251 W. Lake Mead Blvd, Suite 300, Las Vegas, Nevada, 89128.  Our telephone number is 702-675-8198.

Fencemaker Property

Claims

 

On August 22, 2012, the Company entered into an agreement with Group8 Minerals, a Nevada Corporation ("Group8”), and Group8 Mining Innovations, a Nevada Corporation (“G8MI”), the sole Shareholder of Group8, whereby the Company acquired 81% of the total issued and outstanding shares of Group8. Group8 holds a 50% interest in Central Nevada Processing Co. LLC (CNPC) and a 50% interest in Stockpile Reserves LLC (SRL).  As a result of the acquisition, the Company has an effective 40.5% interest in each of CNPC and SRL.   SRL is an Antimony mining company having a mineral property known as the Fencemaker mine, located in the Stillwater Range of west central Nevada, approximately 194 kilometers northeast of the city of Reno, Nevada, and more locally approximately 60 kilometers east-southeast of the town of Lovelock .   On March 14, 2009 Stockpile acquired a five (5) year Mining Lease from Silver Bell Mining & Developing, Inc., a Nevada Corporation, which agreement was extended for a further five (5) years in 2013.  It includes five unpatented contiguous mining claims that cover a total of 100.0 acres (40.47 hectares). The position of the property is Latitude 40° 04’20.03"N, Longitude 117° 51'36.25" W. All of the claims are in sections 31, Township 26 and section 6, Township 25 North, both in Range 37 East (T26N, R37E; T25, R37E); Mount Diablo Base and Meridian (MDB&M) + (Mine Area) of Pershing County, Nevada .

 

Concession Name	Certificate Number	Owner	Area (acres)	Staking Date	Annual Expiration Date
Fencemaker 1	2696391	Silver Bell Mining & Developing, Inc. (100%)	20.0	May 3, 1983	September 1, 2014
Fencemaker B	269640	Silver Bell Mining & Developing, Inc. (100%)	20.0	May 4, 1983	September 1, 2014
Fencemaker C	269641	Silver Bell Mining & Developing, Inc. (100%)	20.0	May 4, 1983	September 1, 2014
Fencemaker D	269642	Silver Bell Mining & Developing, Inc. (100%)	20.0	May 4, 1983	September 1, 2014
Fencemaker E	269643	Silver Bell Mining & Developing, Inc. (100%)	20.0	May 4, 1983	September 1, 2014
TOTAL	5 concessions		100.00

Under the Fencemaker Agreement, the Company is required to:

(1)	Issue to G8MI a total of 83,000,000 shares of its Common Stock, which stock has been issued.

(2)	Deliver to G8MI cash payments of $100,000, which payments have been completed.

(3)

Further, the Company is required to undertake certain loan payments to G8 Minerals aggregating a total of $2,000,000 for associated property payments and exploration costs as follows: (a) $500,000 on or before October 30, 2012; (b) $500,000 on or before December 31, 2012; (c) $500,000 on or before February 28, 2013; and (d) $500,000 on or before April 30, 2013.    The loan payments are presently in arrears, however G8MI has not undertaken to issue any default notice, and the Company does not expect it will do so.

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Conditions for Transfer of Title and Subsequent Limitations –

(1)

At such time as the First Liberty has completed the required loan payments, the terms of the Agreement will have been fulfilled and the Company’s interest will be fully secured.

Fencemaker Claims, Pershing County, NV

Location and Access

 

The Fencemaker Project is located approximately 194 kilometers northeast of the city of Reno, Nevada, and more locally approximately 60 kilometers east-southeast of the town of Lovelock, in the west central part of the state of Nevada, southwestern United States. The five (5) mining claims total 100 acres (40.47 hectares), and are referred to in general as the Fencemaker Mine. They are situated in the center of Table Mountain, northeastern Stillwater Range, Pershing County, State of Nevada. The approximate position of the property is Latitude 40° 04’20.03"N, Longitude 117° 51'36.25" W. All of the claims are in sections 31, Township 26 and section 6, Township 25 North, both in Range 37 East (T26N, R37E; T25, R37E); Mount Diablo Base and Meridian (MDB&M) + (Mine Area) Pershing County, Nevada (Figures 1, 2, 3 and 4). These certificates are duly recorded in book 146 at the Pershing County, Nevada Recorder’s Office and the B.L.M. Winnemucca, NV, Notice N82695. The sorting/processing plant is located at Section 32, Township 28 N, Range 32 E, Pershing County and covers 111.8 acres (45.24 hectares).

 

Access to the Fencemaker Project is by paved two-lane Hwy. 80 north-northeast from Lovelock for a distance of 10 kilometers, and then turning east onto East Coal Canyon Road and tertiary roads for an additional 61 kilometers to the Fencemaker minesite. The sorting/processing plant is on the west side of Hwy. 80 at the turnoff to East Coal Canyon Road.

 

 

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Regional & Property Geology

 

Regional geology is shown below. The Fencemaker property lies in the west ‐ central part of the Great Basin, which in turn is part of the Basin and Range Physiographic Province. The Great Basin is characterized by north ‐ northeast trending mountain ranges separated by wide flat valleys. In this part of Nevada, the ranges are generally made up of Mesozoic and Tertiary volcanic and sedimentary rocks. The Great Basin is characterized by internal drainage and a long period of episodic magmatism.

 

Paleozoic rocks of the Great Basin are primarily sedimentary rocks deposited along a continental margin. The early Paleozoic was a relatively quiescent geological time in the Great Basin, with slow eastward advancement of the shoreline. The Antler Orogeny deformation began in the Devonian and lasted through the mid ‐ Mississippian. This orogeny caused uplift to the west, producing later waning of sedimentation. It imposed low angle regional scale tectonics, causing siliciclastic rocks to be thrust over the carbonate sequence. The Sonoma Orogeny of Permian/Triassic age again thrust Mesozoic age siliciclastic, turbidites, carbonates and volcanic rocks over the Antler assemblages of the eastern assemblage.

 

The Mesozoic sedimentary rocks have been classified into five major depositional groups of strata (Johnson, 1977). The basal Koipato Group is comprised of nonmarine volcanic and sedimentary rocks. Unconformably overlying this is the Star Peak Group, comprised of laterally interfingering limestones and dolostones. Overlying this is a thick sequence of clastic rocks, the Auld Lang Syne Group. The youngest Mesozoic unit is a pure quartzite referred to as the Boyer Ranch Formation.  Mesozoic plutonic rocks are of four ages: 1) Early Triassic leucogranites and intrusive rhyolite porphyry, 2) Jurassic granodiorite and gabbro; 3) early Late Cretaceous granodiorite, and; 4) Late Cretaceous granodiorite and quartz monzonite.

 

Cenozoic rocks in Pershing County consist of sedimentary and volcanic sequences, including andesite and basalt flows, tuffaceous sediments and minor tuff units. These widespread volcanic and volcaniclastic units were deposited over much of central and western Nevada. By mid ‐ Cenozoic time volcanic ash, ash flows and ash flow tuffs from numerous vent areas covered the pre ‐ Cenozoic age rocks. Following the extrusion of these large amounts of volcanic material, extensional tectonics caused collapse that formed the numerous circular calderas that occur across much of Nevada’s Great Basin. In the Quaternary, Lake Lahontan, a large fresh water lake, was formed and covered most of central and western Nevada. Walker Lake, Pyramid Lake and several smaller lakes all exhibit internal drainage and are all that remain of the widespread Lake Lahontan (Wilson, S.E., 2010).

 

The compressional Laramide Orogeny (including Sonoma) occurred from Late Mesozoic (Cretaceous) to Early Cenozoic. By the Oligocene (mid-Cretaceous, approximately 30 ma) the major tectonic component had changed to extension and about 19 Ma the characteristic “basin and range” topography was formed. These extensional normal and listric faults bound most of the north to northeast trending ranges of the Great Basin and cut the major Antler and Laramide structures.

 

The property is situated in the center of the Table Mountain range, part of the much longer Stillwater Range of southwestern Pershing County. Permian to Early Triassic Koipato andesite flows and rhyolite tuffs and flows cap (are overthrust upon?) Late Triassic Dun Glen Formation dolomites of Auld Lang Syne Group (Burke and Silberling, 1973). Minor Tertiary sediments and tuffs may also be present. Cretaceous quartz monzonite and/or granodiorite in the immediate area may be the heat source for circulating hydrothermal metal-enriched fluids.

 

The Fencemaker project has not been mapped in any detail. The Mine is hosted in calcareous siltstone dolostone) of the Late Triassic Dun Glen Formation, part of the Auld Lang Syne Group. The host formation has experienced thermal metamorphism and recrystallization as shown by the coarsely crystalline marble near the mine portal. A diabase dike was reported nearby (Lawrence, 1963, pgs. 192, 193 as reported in Johnson, 1977, p. 94) but not observed during the site visit. A brief examination of the rock above the mine workings showed rusty/buff colored hematized rhyolite. Pervasive reddish brown weathering suggests andesite flows of Koipato Group. Alternately this alteration could occur along the limestone/volcanic contact.

 

The regional geology map (Figure 5) shows several major N-S and NNE-SSW high-angle structures in the area. These could be either high-angle imbricate faults or part of the listric and normal fault system related to extension. One or more of these probably acted as conduits for the movement of mineralizing fluids. The structure at the minesite follows an east to southeast (105 o to 120 o steeply south dipping (75 o south-southwest) fault zone which also follows a narrow diabase dike.

 

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Exploration

 

The recommended Phase 1 drill program was initiated on July 12, 2012 to test the strike and down-dip continuity of Sb mineralization known to be present at surface in the Fencemaker Mine. A total of thirteen (13) Reverse Circulation (RC) holes were drilled to a maximum depth of 235 feet (71.6 meters) below surface.

 

The drill program was supervised by Dr. Duncan Bain, P.Geo., who did the initial site visit and report in March 2012. The program was managed in the field by Mr. Kim Craig, a seasoned U.S. geologist with many years of experience working in Nevada.

 

Phase 1 drilling commenced on July 13 using a single Reverse Circulation drill supplied by National Exploration based in Elko, Nevada. The reverse circulation drill bores a hole 5 ½ inches (140 mm) in diameter.  Thirteen (13) holes totaling 2350 feet (716.28 m) were drilled to intersect the known mineralization downdip from known mineralization and to explore for extension of the mineralized zone along strike of the known mineralization. Locations of drill holes are presented in Table 2 and Figures 7. Sections are shown on Figures 8 to 14.  The holes were spotted with a global positioning system unit and the azimuths were set using a Brunton compass.  Water was delivered to the drill sites by a water truck from a well drilled 250 feet (80 m) to the west.

 

Sample was in the form of chips collected in sample bags taken by the drill crew under the supervision of the geologist Mr. Craig. Each sample contained chips from a 5 foot (~1.5 m) interval from beginning to end down each hole. Each sample was tagged at the drill by the drill core. These samples were delivered to a secure core site close to the drill. Here they were given new sample numbers by the geologist to maintain independence from the numbers given by the drill crew. The chips from each sample interval were examined by the geologist to look for Sb mineralization, both in the interval expected to contain continuation of the mineralization known at surface, and any new zones of potential Sb mineralization. The longest sample taken within any geological unit was 5 feet (1.5) meters.

 

Each sample from the drill weighed approximately 20 pounds (~10 kg). Sample material was reduced down by a splitter to approximately 3-4 pounds (1.5-2.0 kg). Following examination by the geologist the samples from each interval considered to contain Sb mineralization and two (2 X 5 feet) samples on either side of those intervals were put into plastic bag. Each five (5) foot (1.5 m) sample went into an individual bag with a numbered sample ticket on each bag. The corresponding sample number was written on the outside of the bag with a waterproof marker.  The remainder of each original sample was retained and stored in a secure site, available for re-sampling and additional examination.

 

DRILL HOLE #	COLLAR N	COLLAR E	COLLAR ELEVATION	AZIMUTH	DIP	DEPTH TOTAL	FAN
	NAD27	NAD27	FT (m)	DEGREES	FROM HORIZONTAL	FT (m)
FM01	4435901	426777	5505(1678)	30	-40	200(61)	AA
FM02	4435900	426777	5505(1678)	30	-65	145(44)	AA
FM03	4445899.5	426777	5505(1678)	30	-90	145(44)	A
FM04	4435900	426779	5505(1678)	70	-40	125(38)	AC
FM05	4435899.5	426778.5	5505(1678)	70	-65	125(38)	AC
FM06	4435900	426775	5505(1678)	350	-40	40(12)	AB
FM07	4435899.5	426775.5	5505(1678)	350	-65	105(32)	AB
FM08	4435869	426837	5521(1683)	27	-50	145(44)	B
FM09	4435867.5	426836.5	5521(1683)	27	-90	105(32)	B
FM10	4435936	426692	5478(1678)	105	-80	200(61)	Well
FM11	4435900	426742	5498(1676)	27	-65	325(99)	C
FM12	4435903	426745	5498(1678)	61	-45	345(105)	D
FM13	4435905	426742	5498 (1678)	15	-35	345(105)	E

						Total	2350 (716)

Drilling to confirm continuity of Sb mineralization was successful.

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 Drillhole Samples and Assay Results

 

 

 

 

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SAMPLING METHODS AND APPROACH

 

Drill chip sampling was supervised by the Mr. Craig, the geologist on site. As the drilling was performed using a Reverse Circulation machine no core was extracted. Instead rock chips were produced and collected by the drill crew. A sample of chips was taken of 5 foot (1.5 m) sections from top to bottom of hole. Each sample was examined by the geologist on site, and a brief drill log was made. From this information the geologist selected samples which he considered likely to contain antimony mineralization, in the form of stibnite. The sample numbering 1 to 195 was for the first examination of sample material from all holes. Assay results led to a review of samples to test intervals that appeared to contain mineralization not recognized in the initial examination. This led to additional samples being selected, and are labeled 1a to 80a. All samples were split and reduced down to a sample 1 to 2 pounds (0.5 to 1.0 kg) in weight. Each of these samples was placed in a plastic bag with an identifying numbered sample tag and the bag was tied shut. The sample number was also written on the outside of the plastic sample bag and the samples were placed in larger bags not exceeding 20 kilograms in weight for transport to the laboratory. The sample number was also entered into the geologic log at the appropriate down hole interval. A total of 195 samples of 5 foot (1.5 m) intervals were sampled and samples were submitted to the laboratory for assaying.

 

Two duplicate samples were submitted to the same lab to check for nugget effect. To check the lab accuracy every 20th sample submitted was a blank sample. Blanks consisted of samples taken from an outcrop of massive siltstone located approximately five kilometres to the west. Standards were also analyzed. Only five (5) standards were submitted as the availability of standards of high-grade Sb are very rare.

 

Samples were delivered by one of the company’s representatives to a globally recognized ISO certified laboratory (ALS-Chemex Labs) in Reno for assaying. All samples were of rock chips and weighed an average of one to kilogram.

 

SAMPLE PREPARATION, ANALYSES AND SECURITY

 

Samples were taken by the author, with a label placed inside each bag. Samples were then sealed and the sample number was written ofn the outside of each bag. They were transported to Reno, where they were shipped by courier to the ALS Group Sample Preparation office in Reno. Assay results were requested to be sent only to the author. Sample and analysis methods are described below:

 

PREP-31B

 

The sample is logged in the tracking system, weighed, dried and finely crushed to better than 70 % passing a 2 mm (Tyler 9 mesh, US Std. No.10) screen. A split of up to 1000 g is taken and pulverized to better than 85 % passing a 75 micron (Tyler 200 mesh) screen. This method is appropriate for rock chip or drill samples.

ME-ICP41

 

The sample is digested in a mixture of nitric, perchloric and hydrofluoric acids. Perchloric acid is added to assist oxidation of the sample and to reduce the possibility of mechanical loss of sample as the solution is evaporated to moist salts. Elements are determined by inductively coupled plasma – atomic emission spectroscopy (ICP-AES). Four acid digestions are able to dissolve most minerals; however, although the term “near complete” is used, depending on the sample matrix, not all elements are quantitatively extracted.

 

Au-AA23

 

Samples were tested for low grade but anomalous Au with this method. This consisted of Fire Assay with an Atomic Absorption finish of a 30 g sample.

 

Sb-AA08

 

Ore grade sample were re-analyzed for Sb using this method. This involved a more complete 4 acid leach and Atomic Absorption analysis.

 

All pulps have been retained by the lab on an ongoing basis. Rejects were discarded.

 

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Lida Valley Property

A) Lithium Agreement:

Claims

On May 31, 2012, we entered into a purchase agreement with GeoXplor Corp. (“Lithium Agreement”). Under this Lithium Agreement, we have been granted an exclusive four year exploration license in regards to the two mineral properties described in the Lithium Agreement. One property encompasses 58 placer claims (9280 acres) located in Lida Valley, Esmeralda County, Nevada for Lithium and Lithium Carbonate exploration (the "Lida Valley Property"), and the other encompasses 70 placer claims (11,200 acres) located in Smokey Valley, Esmeralda County, Nevada for Lithium and Lithium Carbonate exploration (the "Smokey Valley Property"). These requirements apply to both the Lida Valley Property and the Smokey Valley Property, and the Work Program requirements may be allocated to the respective properties at the discretion of the Company.  The Lida Valley Property encompasses claims previously included in agreements between the Company and GeoXplor, specifically the Purchase agreement between the Company and GeoXplor dated December 24, 2009.  This Agreement supersedes and replaces all prior agreements in respect to those claims.

Under the Lithium Agreement, the Company is required to:

Make Cash Payments - First Liberty shall pay GeoXplor in consideration of the grant of the exploration license and other rights granted under this Agreement a total of $725,000, according to the following schedule:

(1)

Twenty-Five Thousand Dollars ($25,000.00) within 5 days of the execution of this agreement, which amount was paid during the year ended July 31, 2012;

(2)

One-hundred Thousand Dollars ($100,000.00) to GeoXplor on or before December 31, 2012, which amount remains outstanding as the date of this filing;

(3)

Two-hundred Thousand Dollars ($200,000.00) to GeoXplor on or before December 31, 2013;

(4)

Two-hundred Thousand Dollars ($200,000.00) to GeoXplor on or before December 31, 2014;

(5)

Two-hundred Thousand Dollars ($200,000.00) to GeoXplor on or before December 31, 2015;

Stock Issuance – As additional consideration, the Purchase Price shall include the issuance of 2,000,000 Shares, subject to such conditions as may be imposed by the rules and regulations of the United States Securities and Exchange Commission, as follows:

(1)

Five-hundred Thousand (500,000) Shares to GeoXplor on or before December 31, 2012, which amount remains outstanding as the date of this filing;

(2)

Five-hundred Thousand (500,000) Shares to GeoXplor on or before December 31, 2013;

(3)

Five-hundred Thousand (500,000) Shares to GeoXplor on or before December 31, 2014;

(4)

Five-hundred Thousand (500,000) Shares to GeoXplor on or before December 31, 2015;

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Work Commitment – First Liberty shall expend not less than One Million Five-Hundred Thousand Dollars ($1,500,000) in Mineral Exploration and Development Testing ("Work"). The Work shall be scheduled according to the following schedule:

(1)

One Hundred Thousand Dollars ($100,000.00) on or before November 15, 2012, which amount remains outstanding as of the date of this filing;

(2)

Four-hundred Thousand Dollars ($400,000.00) on or before December 31, 2012, which amount remains outstanding as of the date of this filing;

(3)

Five-hundred Thousand Dollars ($500,000.00) on or before December 31, 2013;

(4)

Five-hundred Thousand Dollars ($500,000.00) on or before December 31, 2014;

As of date of this report, the Company has expended approximately $80,000 towards the required work program. The Company is presently in negotiations for an amendment to the Lithium Agreement, which will adjust the stock and payment work requirements.

The Company is in default on its obligations under the agreements.   Through to the fiscal year end and date of this report, the Company has not yet achieved a formal extension and settlement agreement.  However, the Company believes it will be possible to obtain such an agreement on terms acceptable to all parties.   Until such an agreement is reached, the value of the properties under the Lithium Agreement have been impaired to reflect the current status.

Conditions for Transfer of Title and Subsequent Limitations –

(1)

At such time as the First Liberty has completed the required payments, work program and stock transfers, the Properties shall be transferred to First Liberty by Quitclaim Deed.

(2)

Concurrently with the transfer of title to First Liberty, First Liberty shall convey to GeoXplor a “Net Value Royalty” on production of lithium carbonate and other lithium minerals from the Properties measured by five percent (5%) of the gross proceeds received by the First Liberty from the sale or other disposition of lithium carbonate or other lithium compounds less (i) transportation of the product from the place of treatment to the purchaser, (ii) all handling and insurance charges associated with the transportation, and (iii) any taxes associated with the sale or disposition of the product (excluding any income taxes of First Liberty). First Liberty shall have the further right to purchase up to four percent (4%) of the Net Value Royalty, in whole percentage points, for One Million Dollars ($1,000,000) for each one percent (1%).

(3)

If First Liberty, its assignee or a joint venture including First Liberty, (i) delivers to its Board of Directors or applicable other management a feasibility study recommending mining of lithium carbonate or other lithium compound from the Properties and such Board of management authorizes implementation of a mining plan, or (ii) sells, options, assigns, disposes or otherwise alienates all or a portion of its interest in the Properties, First Liberty shall pay GeoXplor an additional bonus of Five Hundred Thousand Dollars ($500,000) in cash or Shares of First Liberty.  The election to obtain cash or shares of First Liberty shall be at the sole election of GeoXplor.

Lida Valley Claims, Esmeralda County, NV

Location and Access

The Lida Valley Property is located in South Western Nevada, approximately 150 miles north of Las Vegas and within 15 miles of the Montezuma peak. The project area has excellent infrastructure including a network of roads, railroads and cellular telephone coverage.

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Regional & Property Geology

Lida Valley is one of a group of inter-mountain basins in west-central Nevada and is surrounded by Cuprite Hills to the Northwest, Stonewall Mountains to the East and Slate Ridge to the Southwest. It has a playa floor of about 12 square miles that receives surface drainage from an area of about 60 square miles. The playa floor contains erosion remnants of Lithium-rich rhyolite tuff and is surrounded by alluvial fan slopes of the mountain ranges. Altitudes range from 4,630 feet on the playa floor to 7,000 feet on the Stonewall Ridge.

 

The tertiary volcanic rocks are considered to be involved in the origin of the Lithium deposits in south-central Nevada. The volcanism that created the volcanic rocks also provided the heat energy and hydrothermal activity required to mobilize the Lithium from volcanic glass and other relatively unstable minerals. The Tertiary rhyolites from the Montezuma Range and surrounding mountain ranges are considered to be the most lithium rich rhyolites in the world, (MacDonald et. Al; 1992) Transport of the Lithium would require a hydrothermal fluid, surface water or meteoric groundwater. Evaporation concentrated the Lithium in the brine to economic grades which are considered to be in the 100 to 300 ppm range. The Lithium rich water would also alter the playa sediments to form Lithium-rich clays and Lithium rich inclusions in halite.

Exploration

In March of 2010, the Company commissioned a gravity survey on the Lida Valley Property, total cost of $85,287, undertaken by Hasbrouck Geophysics, Inc. of Prescott, Arizona, which report was completed in June 2010.  The gravity survey was conducted for lithium brine exploration over claims Lida Valley Property. The purpose of the survey was to map depth to bedrock or thickness of sediments, map any geologic structures that may be significant to the occurrence of lithium   brine, and provide information for the selection and design of additional geophysical surveys.

Interpretation of the modeled gravity data indicates several areas with increased bedrock depths or lower bedrock elevations. These areas may be conducive for concentration of lithium-bearing brines, but the presence, dip and continuity of aquifer beds plus the detailed mapping of any structures both within the sedimentary section and bedrock should be determined through high resolution geophysical means prior to drilling.

In order to further detail on the above gravity survey, a 2 nd gravity survey was commissioned for a cost of $22,000, which was completed in August 2010.

Based on the positive indicators found from the two gravity survey reports, two geophysical approaches were recommended in areas selected from the gravity surveys: 1) controlled-source audiomagnetotellurics / magnetotellurics (CSAMT/MT) surveys, and 2) reflection seismic surveys. It was recommended that the CSAMT/MT surveys be conducted because they will determine if conductive zones, possibly indicative of lithium-bearing brines, are present and continuous. Additionally these surveys may help define aquifer dip.

Based on the above recommendation, the Company engaged GeoXplor, in association with Hasbrouck Geophysics, Inc., to undertake the CSAMT/MT surveys.  The work was completed and a report provided to the Company in February 2011, for a total cost of $112,500.  As with the previous two geophysical surveys conducted, the results were positive, and include having identified areas of potential lithium brine deposits. The mapping indicated a geologic stratigraphy and structure relative to the occurrence of lithium brine, and identified conductors that are thought to be representative of lithium-bearing brine, thus providing information for the selection and design of additional geophysical surveys or the identification of drilling locations.

 

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Collectively, the three reports show several clear targets for further exploratory investigations. Drilling targets in both the southern end of the Property and in the northern area of the playa have been located based on the identification of several areas showing areas of low resistivity. The complete reports from Hasbrouck Geophysics from all exploration stages on the Property are currently available at the Company’s website, www.firstlibertystrategic.com.

Based on these results, in May 2011, the Company determined that the best and most efficient approach is to bypass seismic surveys, and proceed directly to a 3 – 5 hole drilling program, and therefore requested a work program estimate from GeoXplor, which has now been presented to the Company in October 2011.  The drill program, estimated at 3000m total, will target areas of significant Lithium brine potential identified by the Company's exploration program (i.e., areas marked by gravity lows and low resistivity) through certain initial holes followed by the remaining holes depending on first results. By penetrating the formations comprising the basin fill in the Lida Valley Property, the drill results will allow the Company to identify the concentration, if any, of Lithium and other constituents in the groundwater in these target zones. GeoXplor Corp., who will perform the drilling, estimates that each hole will require one week's time, with a budgeted cost of $343,000.

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The Company is required to undertake a combined total of approximately $1,500,000 worth of work on the Lida Valley Property and Smokey Valley Property prior to December 2014.  The next steps for exploration, over the next year, are expected to be the drill program as indicated above.  If the results are positive for the drill program, we will base our next phase exploration program on those results, though we would expect additional drilling to be involved.

As of July 31, 2012 and to date, the exploration work undertaken has provided continued positive indications that additional exploration is warranted, but there are as of yet no known or proven reserves, and substantial additional exploration work must be undertaken on the Lida Valley Property in order to determine if a commercially viable reserve does exist.

At present, the Company does not have sufficient funds for the planned drill program, and would need to raise additional capital either through obtaining additional loans, or through the sale of its common stock.  While initial arrangements have been made to accomplish the raising of additional funds, and the Company expects to be able to raise the required funds for the next phases of the exploration program, our success in doing so cannot be assured.

Smokey Valley Claims, Esmeralda County, NV

Location and Access

The Smokey Valley Property is also located in South Western Nevada, approximately 170 miles north of Las Vegas and within 15 miles of the Montezuma peak, positioned North-West as opposed to South, as is the Lida Valley Property. The project area, off highway 265 approximately 5 miles from Silver Creek road, the location of the lithium producing Chemetall Foote project, has excellent infrastructure including a network of paved roads, railroads and cellular telephone coverage.

Regional & Property Geology

The Smokey Valley Property, adjacent to Clayton Valley, is also located in one of a group of inter-mountain basins in west-central Nevada and is surrounded by Cuprite Hills to the Northwest, Stonewall Mountains to the East and Slate Ridge to the Southwest. It has a playa floor of an estimated 15 square miles that receives surface drainage from an area of about 140 square miles. The playa floor contains erosion remnants of Lithium-rich rhyolite tuff and is surrounded by alluvial fan slopes of the mountain ranges.

 
 

The tertiary volcanic rocks are considered to be involved in the origin of the Lithium deposits in south-central Nevada. The volcanism that created the volcanic rocks also provided the heat energy and hydrothermal activity required to mobilize the Lithium from volcanic glass and other relatively unstable minerals. The Tertiary rhyolites from the Montezuma Range and surrounding mountain ranges are considered to be the most lithium rich rhyolites in the world, (MacDonald et. Al; 1992) Transport of the Lithium would require a hydrothermal fluid, surface water or meteoric groundwater. Evaporation concentrated the Lithium in the brine to economic grades which are considered to be in the 100 to 300 ppm range. The Lithium rich water would also alter the playa sediments to form Lithium-rich clays and Lithium rich inclusions in halite.

Exploration

In the 1970’s USGS conducted a gravity survey covering Clayton Valley and the valley connecting Clayton Valley to Big Smoky where the Smokey Valley Property claims are located. The resulting maps show a relationship between the brine field in Clayton Valley and the deepest parts of the valley. The map also suggests that there is a height of bedrock between the Smokey Valley claims and Clayton Valley which may act as a barrier for water moving from Big Smokey Valley to Clayton Valley.  The USGS performed two exploratory drill holes in Big Smokey Valley, (not on Smokey Valley Property) as part of a program to evaluate the lithium resource potential of the basins adjacent to Clayton Valley. Hole BS13 was terminated to 675 feet, Lithium in sediments ranged from 48-365ppm averaging 160ppm, lithium in water ranged from 100-1,700ppb. Hole BS14 was terminated at 215 feet. Lithium in sediments ranged from 40-287ppm, averaging 150ppm, lithium in water ranged from 820-1300ppb.   These results were of indicative of the validity of additional work being performed on the Smoky Valley Property.

In February 2011, Hasbrouck Geophysics conducted a preliminary controlled source audio magnetotellurics / magnetotellurics (CSMAT/MT), the purpose of the survey was to determine if conductors that might be representative of lithium-bearing brine were present near a previously identified low value gravity anomaly.  This geophysical survey indicated the presence of predominant zones of lower resistivities, which are interpreted as salty, water-saturated sediments or highly fractured bedrock, of sufficient extent and depth to further warrant additional exploration activity.

 

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In May 2012, First Liberty commissioned a Gravity Survey report at a cost of $74,000, which survey was completed by July 2012.

A total of 116 separate gravity stations were acquired along seven profiles, as shown in Figure 1, at nominal line and station spacings of one kilometer. The station locations were first located on a topographic map, uploaded to a hand-held Global Positioning System (GPS), and then staked in the field. Elevations of individual stations were acquired in the field with a Trimble GeoXH GPS unit and confirmed with elevations taken from USGS topographic maps. Because the survey was considered reconnaissance in nature, the generally better than one-half meter elevation accuracies of the stations were considered adequate.

From results of previous modeling conducted in the general area by the report author and other investigators, a density contrast between valley fill sediments and Paleozoic bedrock of 0.5 g/cm3 was chosen to best represent a two-layer case. All lines, except number 1, extended to outcrop at the beginning and/or ending stations and thus the depth to bedrock at those stations was considered as zero for modeling purposes. The middle of survey line number 1 was located near the base of the prominent cinder cone in the area with the idea that bedrock might be near the surface. The most accurate depth modeling results would require bedrock depths from drilling along the line(s) as constraints in the modeling. Since the survey was considered essentially reconnaissance, lines with identified bedrock outcrop at either or both ends were considered sufficiently accurate for the purposes of the survey.

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There are two main factors that must be considered regarding target areas for lithium mineralization and concentration: 1) where is the source of the lithium, and 2) does a basin environment exist for the concentration of the lithium transported by meteoric water from the source In the Clayton Valley region it is thought that the source of the lithium is the dark gray lithium enriched rhyolite tuffs that outcrop near Montezuma Peak. Once lithium has been liberated into the water system it remains highly mobile and movement of the lithium with surface water and groundwater will follow basic hydrological principles. Hydrologic basins in Nevada consist of basin fill underlain by either low-permeability or permeable rock with water movement through the basin fill, permeable rock and along faults. Nothing more complex than a topographic low or closed basin is required to concentrate lithium-bearing water. For topographic lows with larger catchment areas there is a greater opportunity to accumulate lithium from wider sources. The water trapped in these lows may move through dipping aquifers until it reaches an impermeable barrier such as a fault scarp.

The complete Bouguer gravity map shown in Figure 2 is contoured from the total 116 stations, using Golden Software’s Surfer computer program (version 10.7.972), with a Bouguer slab density of 2.67 g/cm3. The bedrock depth map can be thought of as a thickness of sediments map, but because the surface elevation within the gravity survey area varies then the bedrock elevation map can often be more useful for identification of low bedrock areas.

If one reasonably assumes that lithium source material and transport mechanisms for this gravity survey area are present and similar to those that have supplied Clayton Valley lithium-bearing brines then areas with lower bedrock elevations (i.e., bedrock topographic lows) may be conducive to increased lithium-bearing brines concentration. Increased bedrock depth, or increased sedimentary thickness, and lower bedrock elevations that form a basin are present in the approximate middle of the survey area. This bedrock topographic low appears to be closed off to the south, but remains open to the north. The deepest portion of the bedrock low is modeled as about 1,850 meters below ground surface (bgs), or approximately -300 meters elevation, along line 7. Because no drilling results are available to those depths, the gravity modeling depths should be considered approximate. However, it is important that the gravity modeling results indicate the presence of a deep basin that extends over a large area particularly if an arbitrary depth of 600 meters is chosen to represent the boundaries of the basin. With such a large catchment area there is a greater opportunity to accumulate lithium from wider sources. On both the bedrock depth and elevation maps it appears that an additional small, closed basin at a depth of about 900 meters is present near the eastern one-third of line 3 (essentially centered between stations 313 and 314). Somewhat similarly, an anomalous area is present at about the western one-third of line 4 (near station 405) and also approximately three to four kilometers from the western beginning of line 7 (between about stations 705 and 706). These additional anomalous areas may or may not be related to the main bedrock topographic low. From these profiles (either A-A’ or BA’) it is apparent that significantly shallower bedrock is located at the southern end of the geophysically surveyed area, while the bedrock continues to deepen to the northern extent of the survey area.

Based on the interpretation of the modeled gravity data indicates a large topographic low, or basin, that appears to be closed off to the south but remains open to the north. This extensive basin area may be favorable for the accumulation of lithium-bearing brines, but additional investigations need to be conducted. Additional geophysical surveys will further determine the structure of the basin identified in this survey, and map the presence, dip and continuity of conductive zones within the basin.

Recommended additional geophysical surveys prior to drilling are: 1) extend the gravity survey along line 1 to the west and east and add one additional line one kilometer south of line 1 to better define the indicated southern basin closure, 2) acquire additional gravity data along at least two lines to the north, separated by one kilometer each, to determine if the basin closes in that direction, and 3) conduct controlled-source audio-magnetotellurics / magnetotellurics (CSAMT / MT) surveys in selected areas from the gravity survey(s) to determine if conductive zones, possibly indicative of lithium-bearing brines, are present and if so then to map the dip and continuity of those aquifer beds. It is estimated that to satisfy items number 1 and 2 above that approximately 60 additional gravity stations will be required. It is anticipated that nominally 100 CSAMT / MT stations will be sufficient to satisfy item number 3 above. After additional gravity data and new CSAMT / MT data are acquired, processed and interpreted then either reflection seismic surveys or drilling can be conducted. The reflection seismic surveys will detail any possible lithium-bearing brines beds (e.g., similar to the Main Ash and Lower Gravel Aquifers, amongst others, in Clayton Valley) and will map structure in greater detail than the other geophysical techniques.

At present, the Company does not have sufficient funds for the planned additional exploration program, and would need to raise additional capital either through obtaining additional loans, or through the sale of its common stock.  While initial arrangements have been made to accomplish the raising of additional funds, and the Company expects to be able to raise the required funds for the next phases of the exploration program, our success in doing so cannot be assured.

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B) Uravan Claims, San Juan Country, Utah (“Van-Ur Property”)

On November 6, 2012, we entered into a purchase agreement with GeoXplor Corp. (“Agreement”). Under this Agreement, we have been granted an exclusive five year exploration license in regards to a mineral property described in the Agreement. The mineral property encompasses 13 lode claims (260 acres) located in the Canyon Country District, San Juan County, Utah for Vanadium and Uranium exploration (the "San Juan Property").  Pursuant to the Agreement, upon the completion of the required payments and work commitments, GeoXplor shall transfer title to the San Juan Property to the Company and shall retain a 3% royalty, on which we shall have the option to purchase up to 2%, for $1,000,000 per 1%.

We are required to (1) make cash payments of $500,000 over a five year period; (2) issue a total of 3,000,000 restricted shares of common stock over a five year period; and (3) comply with a work commitment of $1,000,000 within three years.

The San Juan Property encompasses certain claims previously included in agreements between the Company and GeoXplor, and this Agreement supersedes and replaces all prior agreements in respect to those claims.

The Company is in default on its obligations under the Agreement.   Through to the fiscal year end and date of this report, the Company has not yet achieved a formal extension and settlement agreement.  However, the Company believes it will be possible to obtain such an agreement on terms acceptable to all parties.

Location and Access

The Uravan Property is located in the northeast corner of San Juan County approximately 40 miles southeast of Moab, Utah. The area is sparsely populated with a small village of La Sal, Utah, about 10 miles west of the claim block. Utah Highway 46, an all-weather paved road provides access to the southern region of the mineral claims. A network of forest roads, drill access roads and jeep trails make most of the claim block accessible year round.

The climate of San Juan County is semi-arid with minor precipitation. The average annual precipitation is 12.83 inches with an average snowfall of 44.5 inches. The snowfalls during November to May occasionally reach 15 inches or more. The Uravan Property is located in the high desert ecosystem with erosional landscape exposing the sandstone formations. Deep canyons with canyon walls composed of alternating erosion-resistant benches and highly erodible slopes, and broad flat benches are the predominant landscape features. Vegetation consists of greasewood, salt bush, rabbit bush with willows and cottonwood in the drainage area.

Regional & Property Geology

The Uravan Mineral claims are located within the Colorado Plateau near the Utah-Colorado border. The Colorado Plateau is a broad area of regional uplift consisting mainly of flat-lying Paleozoic, Mesozoic and Cenozoic sedimentary rocks. The strata is gently folded and faulted by uplift, intrusion and collapse of plastic evaporite formations on the east and by intrusion of laccolithic complexes now composing the La Sal Mountains on the west.

The uranium-vanadium deposits in the La Sal quadrangle occur in the uppermost sandstone of the Salt Wash Member of the Morrison Formation. The ore bearing sandstone range in thickness from a few feet to 100 feet. The sandstone is a medium to fine grained quartzose interbedded with siltstone and mudstone. Near the uranium-vanadium mineralization, the sandstone is white, light gray or light brown, and the siltstone and mudstone are usually light green or gray green.

The uranium-vanadium deposits mined in the nearby producing mines occur in the uppermost sandstone beds within the Salt Wash member of the Morrison Formation. This unit is commonly called the ore-bearing sandstone or third rim in reference to its position above the Entrada Sandstone.

The ore-bearing sandstone is composed of a single broad lens of cross-laminated sandstone ranging from 0 to 30 feet in thickness. In other areas it is composed of overlapping sandstone lenses which have a combined thickness of 30 to 100 feet. The cross-laminated sandstone appears to have been deposited in a flood-plain environment. Scour and fill bedding consisting of cross-bedded sandstone lenses truncated by and direct contact with other truncated lenses separated by thin discontinuous mudstone lenses or mudstone conglomerate. Fragments of fossil wood are abundant in the scour and fill beds and occur either along the bedding planes or in pot like masses called “trash pockets”.

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Exploration

A radon survey was completed on the Uravan Mineral Claims during September, 2009. The theory of radon soil surveys is based on the element radon which is a radioactive daughter product of uranium decay. Radon is produced by the radioactive decay of radium, a product of uranium and thorium decay in rocks and soils. Theoretically, radon-222 concentrations in soil should be directly related to the uranium content of the minerals in the soil and rocks. Radon is a daughter product of uranium-238 and a non-reactive, highly mobile gas that migrates away from the site of its uranium parent by diffusion and advection along joints, faults, and intergranular permeable pathways.

The magnitude of a radon anomaly associated with a parent concentration of uranium will be due to the size and grade of the parent body. Dispersion and dilution along the pathways to the surface increase the size of the radon footprint but also reduce the magnitude. The location of the anomaly relative to the uranium body will be strongly influenced by the orientation of the pathways to the surface.

The radon survey uses a system that measures the radon by utilizing an ion chamber with a electrically charged Teflon, called an electret, located inside an electrically conducting plastic chamber of known air volume. The electrets serve as a source of high voltage needed for the chamber to operate as an ion chamber. It also serves as a sensor for the measurement of ionization in air. The ions produced inside the sensitive volume of the chamber are collected by the electrets causing a depletion of charge. The measurement of the depleted charge during the exposure period is a measure of integrated ionization during the measurement period. The electrets charge is read before and after the exposure using a specially built non-contact electret voltage reader.

The Uravan mineral claims radon survey consisted of 101 readings with a minimum reading of 0.35 and a maximum reading of 27.75. The median reading was 6.75 with a midrange of 14.05. The grid results were then contoured and presented in the attached report. Proposed drill locations have also been located and presented on the following map.

The preliminary radon survey data indicates an anomalous east-west radiometric trend. The size of the anomalies appears to be similar to the size of the high grade vanadium-uranium beds mined from the Firefly, Gray Daun and Vanadium Queen Mine. A detailed radon survey would define drill targets and thereby, delineate tonnage and grade within the Uravan Claim Block.

Data compiled from mining activity and regional studies indicates ground considered favorable for Vanadium-Uranium mineralization has the following features:

•	Sandstone beds over 30 feet in thickness with a light brown to light gray color with a medium to fine grain size.

•	The sandstone contains carbonaceous material and a gray or grayish-green mudstone.

•	The beds contain mudstone as a film, pebbles or seams.

•	The sandstone is overlain by gray, greenish-gray or green mudstone

As of July 31, 2013, the exploration conducted to date has provided positive indications that additional exploration is warranted, but there are no known or proven reserves, and substantial additional exploration work must be undertaken on the Van-Ur Property.

As the Company is no longer in possession of this property as at July 31, 2013, the provided data is for historical reference only.

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ITEM 3.  LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our Company, nor of any proceedings that a governmental authority is contemplating against us.

ITEM 4.  MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

Our Common Stock is traded on the over-the-counter market and quoted on the OTCBB under the symbol “FLPC”

The table below sets forth the range of high and low bid information for our Common Shares as quoted on the OTCBB for each of the quarters during the two fiscal years ended July 31, 2013:

For the Quarter ended		High				Low
October 31, 2011		$	0.10			$	0.04
January 31, 2012		$	0.08			$	0.07
April 30, 2012		$	0.05			$	0.04
July 31, 2012		$	0.05			$	0.03
October 31, 2012		$	0.03			$	0.03
January 31, 2013		$	0.01			$	0.01
April 30, 2013		$	0.01			$	0.01
July 31, 2013		$	0.01			$	0.01

The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders of our Common Stock

On November 13, 2013, the shareholders’ list of our common stock showed 18 registered shareholders and 523,048,941 shares outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock.  Our future dividend policy will be determined from time to time by our Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

As of July 31, 2013, we had not adopted an equity compensation plan and had not granted any stock options.

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Recent Sales of Unregistered Securities

On August 9, 2011, the Company signed a confidential term sheet in respect to the creation of a $3,000,000 Equity Line financing structure.  Pursuant to the term sheet, the Company paid a document preparation fee of $7,500, and issued a total of 136,364 shares valued at $15,000.  As of April 30, 2012, the Company has determined that it will not be proceeding with this transaction, and has expensed all costs accordingly.

On January 11, 2012, the Company entered into a 13 month agreement with an unrelated third party for the provision of non-exclusive financial advisor, investment bank and placement agent services to the Company.  Pursuant to this agreement, the Company was required to issue 350,000 shares, which were issued in January 2012, and valued at $24,675 of which $12,390 has been expensed during the fiscal year ended July 31, 2012, and leaving a prepaid expense balance of $12,285.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  for the issuance of these 136,364 and 350,000 shares, pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

According to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, 250,000 shares valued at $16,250, were issuable on the second anniversary of the Agreement, December 24 2011, which shares were issued in January 2012.

Further to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, a cash payment of $100,000 was required on December 15, 2011. On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued in January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.  If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement. According to an agreement between GeoXplor and the Company signed subsequent to the end of the period (May 31, 2012), effective as of March 15, 2012, all rights and obligations under the original agreement were replaced by those in the new agreement. The additional 500,000 shares, issued in January 2012 valued at $28,500, were agreed to be retained by GeoXplor as compensation and revalued at the effective date of the new agreement, March 15, 2012, for a value of $26,250.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  for the issuance of these 1,250,000 shares to GeoXplor, pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

On December 24, 2009, the Company borrowed $200,000 from an unrelated third party under a promissory note. The loan was unsecured, bore interest at 10 percent per annum, and was due and payable on or before December 23, 2010. On February 1, 2010, the Company borrowed an additional $50,000 from the same third party lender, which amount was also unsecured, bore interest at 10 percent per annum, and was due on or before February 1, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amounts, as of December 24, 2010, into a single consolidated loan. The new consolidated loan is in the amount of $250,000 and is unsecured, bears interest at 10 percent per annum, and is due on or before December 23, 2011. On December 23, 2011, the combined principal and interest of the note amounted to $301,973. On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

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The 3,753,544 shares issued were in compliance with the exemption from the registration requirements found in Regulation S promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933.  The offer and sale to the purchaser was made in an offshore transaction as defined by Rule 902(h).  No directed selling efforts were made in the U.S. as defined in Rule 902(c).  The offer and sale to the purchaser was not made to a U.S. person or for the account or benefit of a U.S. person.  The following conditions were present in the offer and sale:  a) The purchaser of the securities certified that it is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person; b) The purchaser has agreed to resell the securities only in compliance with Regulation S pursuant to a registration under the Securities Act, or pursuant to an applicable exemption from registration; and has agreed not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act; c) The purchaser has acknowledged and agreed with the Company that the Company shall refuse registration of any transfer of the securities unless made in accordance with Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an applicable exemption from registration and; d) The purchaser has represented that it is acquiring the shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the shares in violation of the United States federal securities laws. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.  No commissions or finder’s fees were paid by the Company in connection with the issuance of these shares.

On December 16, 2011, the Company received a total of $15,000 from the proceeds of the sale of 187,500 shares of its common stock under a private placement agreement, priced at $0.08 / share, which shares were issued in January 2012.  The purchaser has received 187,500 warrants, each with the right to purchase a share at the price of $0.08/share, valid through to December 15, 2013.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  for the issuance of these 187,500 pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

On April 16, 2012, the Company issued 250,000 shares, according to the terms of a consulting agreement with Mr. Robert B. Reynolds Jr., valued at $0.046/share for a total valuation of $11,500.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  for the issuance of 250,000 shares to Mr. Reynolds, pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

 

On August 31, 2012, the Company entered into a Securities Purchase Agreement with Tangiers Investors, LP, to purchase up to $2,000,000 of the Company’s common stock. Under the agreement, amongst other terms, the Company is obligated to issue certain shares in payment of the agreed upon commitment fee. On December 7, 2012, the Company issued 1,666,667 shares of common stock pursuant to the first tranche of this requirement, valued at $50,000.

 

On January 11, 2013, the Company issued 1,612,903 shares of common stock to Denali Equity for investor relation services, valued at $14,516.

On February 8, 2013, Tangiers Capital Secured Convertible Promissory note dated August 31, 2012 matured and is now considered in default.  As of the date of this filing Tangiers Capital has fully converted its notes dated February 23, 2012 and March 07, 2012.  Tangiers Capital is in negotiations with the Company to convert its remaining Convertible Promissory Notes held by the Company dated August 31, 2012.

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On March 1, 2013, the Company issued 600,000 shares of restricted common stock to Mary Fitzpatrick valued at $1,860 in exchange for her ongoing financial support services at the subsidiary level for Stock Pile Reserves, LLC and Central Nevada Processing Co., LLC.

On February 28, 2013, the Company issued 2,857,143 restricted shares of common stock to LTV International Holdings valued at $9,143 in lieu of cash for consulting fees that had been accrued as compensation for services.  Mr. Don Nicholson is the designated service provider under the agreement with LTV.

On March 4, 2013, the Company issued 3,015,625 restricted shares of common stock to Robert Reynolds, VP of Operations, valued at $10,555 in lieu of cash for consulting fees that had been accrued as compensation for his services.

On March 5, 2013, the Company issued 2,969,700 restricted shares of common stock to Mario Beckles, CFO, valued at $8,018 in lieu of cash for consulting fees that had remained accrued as compensation for his services.

During the year ended July 31, 2013 the Company issued a total of 289,028,553 shares directly related to debt conversions of increments totaling $1,086,056.

Purchases of Equity Securities by the Issuer and Affiliated Purchases

During each month within the fourth quarter of the fiscal year ended July 31, 2012, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

ITEM 6.  SELECTED FINANCIAL DATA.

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

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Annual Report on Form 10-K contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

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

Given these uncertainties, readers of this Annual Report on Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements.  The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").  The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended July 31, 2012, together with notes thereto.

As used in this quarterly report, the terms "we", "us", "our", and the "Company" mean First Liberty Power Corp.

Our Current Business

We are an exploration stage company engaged in the exploration of mineral properties.

 

Liquidity & Capital

 

Cash Flow and Working Capital

 

As of July 31, 2013, we had cash and cash equivalents of approximately $5 thousand and a working capital deficit of approximately $1.8 million as compared to cash and cash equivalents of $68 thousand and working capital deficit of $614 thousand as of July 31, 2012. Our working capital deficit as of July 31, 2013 included $334 thousand in accounts payable and accrued interest, $391 thousand in due to related parties, $442 thousands to an external note holder, $329 thousand of convertible notes payable and $343 thousand of derivative liability.

 

  Operating Activities

 

During the year ended July 31, 2013, operating activities used $416 thousand in cash, while for the year ended July 31, 2012 operating activities used $377 thousand in cash. We incurred additional legal and financing fees associated with increased convertible note conversions during the twelve month period in addition to increased consulting fees due to new management additions.

 

Investing Activities

 

During year ended July 31, 2013, approximately $13 thousand in cash was used in investing activities, principally for the acquisition of 50% Central Nevada Processing Co. LLC (CNPC) and 50% of Stockpile Reserves LLC (SRL).

 

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Financing Activities

 

During the year ended July 31, 2013, our financing activities provided $365 thousand compared to $937 thousand for the twelve months ended July 31, 2012. The cash provided during the 2013 period resulted from proceeds of $419 thousand from the proceeds from borrowing on convertible notes and proceeds from related parties of $98 thousand. We made payments of notes payable to certain related parties of $78 thousand and also paid approximately $74 thousand to our external note holder.

 

At present, the Company’s cash position is insufficient to meet its obligations through to the end of the fiscal year, as we are not currently generating any revenues, and, over the next 12 months, we will require additional funds to meet our operating obligations and property payment / work program obligations, as well as the repayment of the convertible notes should they not be converted to equity prior to their maturity dates.  At present, we anticipate our funding requirements to be approximately $3.0 million. This estimate is comprised of $1 million for required and additional exploration and maintenance expenditures on our properties, approximately $1.2 million for required development expenditures on our Antimony property, and a further $800 thousand to cover operating, debt and overhead costs. Additional amounts will be required if we identify additional acquisition targets, or determine that additional exploration / development on our properties are required to accelerate their development.

 

This amount may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. We need to raise additional funds in the near future in order to proceed with our exploration and development program, as our available cash is insufficient.

 

The Company intends to pursue all available and reasonable avenues to raise the additional funds required to continue the exploration and development of its properties.

There is no assurance we will be able to identify or acquire these additional funds, or additional funds on a commercially reasonable basis.

Results of Operations

 

Total Revenues

 

Our revenue since inception (March 28, 2007) has been nil.

 

Exploration Costs

 

Our exploration costs were approximately $207 thousand for the fiscal year ended July 31, 2013 and $122 thousand for the fiscal year ended July 31, 2012. The increase is due to advanced drilling and exploration costs associated with the Fencemaker project under Stockpile Reserves LLC subsidiary.

 

Management and Consulting Fees

 

Our management and consulting fees were approximately $238 thousand for the fiscal year ended July 31, 2013 and $429 thousand for the fiscal year ended July 31, 2012. The decrease is due to the completion of the amortization of prepaid consulting fees associated with our CEO which ended during the third quarter of the fiscal year.

 

Professional Fees Expense

 

Our professional fees expense for the fiscal year ended July 31, 2013 was approximately $353 thousand. For the fiscal year ended July 31, 2012, our professional fees expense was approximately $296 thousand. The increase is primarily due to the consulting fees associated with the addition of our new subsidiary SRL of $115 thousand, management consulting expense due new management additions of $85 thousand, $34 thousand in accounting fees, and $31 thousand in other legal and corporate expenses.

 

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General and Administrative Expense

 

General and administrative expenses were approximately $230 thousand and $75 thousand during the fiscal years ended July 31, 2013 and 2012, respectively. The increase is primarily due to increased investor relations expense of $120 thousand and the addition of our two subsidiaries CNPC and SRL.

 

Operating Loss

 

Our operating loss was approximately $1.8 million in the 2013 period versus a loss of approximately $922 thousand in the 2012 period. The increase in the operating loss is due to primarily the addition of our two subsidiaries, CNPC and SRL.

 

Impairment of Assets

 

During the fiscal year ended July 31, 2013, we incurred a one time, non-recurring impairment charge of $319 thousand on our Lithium properties and $495 thousand on our subsidiaries, CNPC's millsite.

 

Interest Expense

Our interest expense was approximately $744 thousand in the 2013 period versus a loss of approximately $808 thousand in the 2012 period. The increase in the interest expense is due primarily to an increase in the number of convertible notes issued during 2013.

We have incurred recurring losses from operations. The continuation of our Company is dependent upon attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have successfully raised additional capital through equity offerings and loan transactions in the past, and presently believe we will be able to do so in the future, though we can offer no assurance of this outcome as no specific arrangements are in place.

Going Concern

 

In their audit report relating to our financial statements for the period ended July 31, 2013, our independent accountants indicated that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our lack of revenue resulting in a net loss position and insufficient funds to meet our business objectives. All of these factors continue to exist and raise doubt about our status as a going concern.

 

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

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

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33

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ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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34

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXLORATION STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

	Page
Index to Financial Statements July 31, 2013 and 2012
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of July 31, 2013 and 2012	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended July 31, 2013 and 2012, and Cumulative from Inception (March 28, 2007) through July 31, 2013	F-4
Consolidated Statement of Stockholders’ Equity (Deficit) for the Period from Inception (March 28, 2007) through July 31, 2013	F-5 and F-6
Consolidated Statements of Cash Flows for the Years Ended July 31, 2013 and 2012, and Cumulative from Inception (March 28, 2007)  through July 31, 2013	F-7
Notes to Consolidated Financial Statements July 31, 2013 and 2012	F-8 to F-29

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F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Board of Directors and Stockholders,

First Liberty Power Corp.

 

We have audited the accompanying balance sheets of First Liberty Power Corp. and subsidiaries (An Exploration Stage Company) (the “Company”) as of July 31, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended July 31, 2013 and 2012, and for the period from inception (March 28, 2007) to July 31, 2013. First Liberty Power Corp.’s management is responsible for these financial statements. 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 financial statements referred to above present fairly, in all material respects, the financial position of First Liberty Power Corp. and subsidiaries as of July 31, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended July 31, 2013 and 2012, and for the period from inception (March 28, 2007) to July 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 . The financial statements do not include any adjustments that might result from the outcome of this uncertainty .

 

/s/ De Joya Griffith, LLC

Henderson, Nevada

November 12, 2013

De Joya Griffith, LLC ● 2580 Anthem Village Dr. ● Henderson, NV ● 89052

Telephone (702) 563-1600 ● Facsimile (702) 920-8049

www.dejoyagriffith.com

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F-2

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(Audited)

		July 31, 2013				July 31, 2012
ASSETS
CURRENT ASSETS:
Cash in bank		$	5,262			$	68,660
Prepaid expense			-				253,948
Available for sale securities			3,050				20,000
Total current assets			8,312				342,608
PROPERTY:
Deposit on mineral property			45,187				846,950
Property & equipment, net			2,666				4,314
OTHER ASSETS:
Unamortized financing fees			57,257				54,050
TOTAL ASSETS		$	113,422			$	1,247,922
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable		$	293,582			$	90,278
Accounts payable – related parties			77,441				-
Accrued interest			39,971				12,730
Due to related parties – current portion			313,920				201,252
Notes payable – current portion			442,000				300,000
Derivative liability			342,398				-
Convertible notes payable, net of unamortized discount
of $362,382 and $148, 680 as of July 31, 2013 and 2012, respectively			329,520				406,094
Total current liabilities			1,838,832				1,010,354
LONG TERM LIABILITIES:
Convertible note payable, net of unamortized discount of $0
and $14,375 as of July 31, 2013 and 2012, respectively			-				135,625
Note payable			-				170,000
Due to related party			-				42,866
Total liabilities			1,838,832				1,358,845
Commitments and Contingencies
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.001 per share; 1,080,000,000 shares authorized;  466,752,425  and 165,001,834  shares issued and outstanding in 2013 and 2012, respectively			466,753				165,002
Additional paid-in capital			2,894,959				2,096,562
Advances to related party			(16,331	)			(39,675	)
Deficit accumulated during the exploration stage			(4,519,927	)			(2,336,391	)
Non-controlling interest			(550,864	)			3,579
Total stockholders' deficit			(1,725,410	)			(110,923	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	113,422			$	1,247,922

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

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F-3

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Audited)

										Cumulative
		July 31,								From Inception
		2013				2012				(March 28, 2007) to July 31, 2013
REVENUES		$	-			$	-			$	-
EXPENSES:
Exploration costs			206,583				121,987				559,081
General and administrative-
Management & consulting fees			238,922				429,100				1,487,354
Professional fees			353,159				296,521				794,060
General and administration			230,708				74,585				409,689
Impairment of assets			814,950				-				814,950
Total general and administrative expenses			1,844,322				922,193				4,065,134
LOSS FROM OPERATIONS			(1,844,322	)			(922,193	)			(4,065,134	)
OTHER EXPENSE:
Gain on sale of mineral property			-				-				155,000
Loss on investment			(16,950	)			(230,000	)			(246,950	)
Loss on derivative			(131,659	)			-				(131,659	)
Interest expense			(743,959	)			(23,711	)			(808,665	)
Exchange loss			(1,089	)			(1,744	)			(3,811	)
TOTAL OTHER EXPENSE			(893,657	)			(255,455	)			(1,036,085	)
NET LOSS		$	(2,737,979	)		$	(1,177,648	)		$	(5,101,219	)
NET LOSS ATTRIBUTABLE TO NON- CONTROLLING INTEREST			(554,443	)			(50,050	)			(604,493	)
NET LOSS ATTRIBUTABLE TO THE COMPANY			(2,183,536	)			(1,127,598	)			(4,496,726	)
COMPREHENSIVE LOSS
Change in market value of securities			-				-				(75,000	)
COMPREHENSIVE LOSS		$	(2,737,979	)		$	(1,177,648	)		$	(5,176,219	)
LOSS PER COMMON SHARE:
Loss per common share – basic		$	(0.01	)		$	(0.01	)
Comprehensive loss per common share-basic		$	(0.01	)		$	(0.01	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC			262,842,223				122,049,604

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

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F-4

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (MARCH 28, 2007)

THROUGH JULY 31, 2013

(Audited)

		Common Stock: Shares				Common Stock: Amount				Additional Paid-in Capital				Stock Payable				Advances to Related party				Deficit Accum During Exploration Stage				Accum Other Comprehensive Income				Total Equity Attributable to FLPC				Non Controlling Interest				Totals
Balance – March 28, 2007			-			$	-			$	-			$	-			$	-			$	-			$	-			$	-			$				$
Common stock issued for cash			43,200,000				43,200				-				-				-				(23,200	)			-				20,000								20,000
Net loss for the period			-				-				-				-				-				(520	)			-				(520	)							(520	)
Balance - July 31, 2007			43,200,000				43,200				-				-				-				(23,720	)			-				19,480								19,480
Common stock issued for cash			24,975,000				24,975				21,525				-				-				-				-				46,500								46,500
Deferred offering costs			-				-				(13,750	)			-				-				-				-				(13,750	)							(13,750	)
Forgiveness of related party debt			-				-				475				-				-				-				-				475								475
Net loss for the period			-				-				-				-				-				(41,576	)			-				(41,576	)							(41,576	)
Balance July 31, 2008			68,175,000				68,175				8,250				-				-				(65,296	)			-				11,129								11,129
																											-
Net loss for the period			-				-				-				-				-				(20,196	)			-				(20,196	)							(20,196	)
Balance July 31, 2009			68,175,000				68,175				8,250				-				-				(85,492	)							(9,067	)							(9,067	)
																											-
Common stock to be issued for services			-				-				-				64,973				-				-				-				64,973								64,973
Common stock issued for services			250,000				250				187,250				-				-				-				-				187,500								187,500
Net loss for the period			-				-				-				-				-				(383,203	)			-				(383,203	)							(383,203	)
Balance July 31, 2010			68,425,000				68,425				195,500				324,973				-				(468,695	)							120,203								120,203
Common stock subscribed for cash			970,000				970				484,030				(260,000	)			-				-				-				225,000								225,000
Common stock to be issued for services			5,750,000				5,750				980,002				(64,973	)			-				-				-				920,779								920,779
Common stock issued for property acquisitions			929,426				929				149,071				-				-				-				-				150,000								150,000
Change in market value of securities			-				-				-				-				-				-				(75,000	)			(75,000	)							(75,000	)
Net loss for the period			-				-				-				-				-				(740,098	)			-				(740,098	)							(740,098	)
Balance July 31, 2011 (audited)			76,074,426			$	76,074			$	1,808,603			$	-			$	-			$	(1,208,793	)		$	(75,000	)		$	600,884								600,884
Common stock subscribed for cash			187,500				188				14,812				-				-				-								15,000								15,000
Common stock to be issued for services			736,364				736				50,439				-				-				-				-				51,175								51,175
Common stock issued for conversion of debt			3,753,544				3,754				298,218				-				-				-				-				301,972								301,972
Common stock issued for property acquisitions			1,250,000				1,250				78,700				-				-				-				-				79,950								79,950
Common stock issued for Group8 Mineral founder shares			83,000,000				83,000				(83,000	)
Warrants granted for commission fees			-				-				20,100				-				-				-				-				20,100								20,100
Acquisition of 50% Stockpile Reserves, LLC			-				-				(91,310	)			-				(9,200	)											(100,510	)			53,629				(46,881	)
Change in market value of securities			-				-				-				-				-				-				(155,000	)			(155,000	)							(155,000	)
Realized loss on securities			-				-				-				-				-				-				230,000				230,000								230,000
Advances to related party			-				-				-				-				(30,475	)			-				-				(30,475	)							(30,475	)
Net loss for the period			-				-				-				-				-				(1,127,598	)			-				(1,127,598	)			(50,050	)			(1,177,648	)
Balance July 31, 2012			165,001,834			$	165,002			$	2,096,562			$	-			$	(39,675	)		$	(2,336,391	)		$	-			$	(114,502	)			3,579				(110,923	)

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

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - CONTINUED

FOR THE PERIOD FROM INCEPTION (MARCH 28, 2007)

THROUGH JULY 31, 2013

(Audited)

 

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F-6

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		Common Stock: Shares				Common Stock: Amount				Additional Paid-in Capital				Stock Payable				Advances to Related party				Deficit Accum During Exploration Stage				Accum Other Comprehensive Income				Total Equity Attributable to FLPC				Non Controlling Interest				Totals
Balance July 31, 2012			165,001,834			$	165,002			$	2,096,562			$	-			$	(39,675	)		$	(2,336,391	)		$	-			$	(114,502	)		$	3,579			$	(110,923	)
Acquisition of Group8 Mineral			-				-				(100,000	)			-				-				-								(100,000	)							(100,000	)
Common stock to be issued for services			1,612,903				1,613				12,903				-				-				-				-				14,516								14,516
Common stock issued for conversion of debt			289,028,553				289,028				797,027				-				-				-				-				1,086,056								1,086,056
Common stock issued for financing			1,666,667				1,667				48,333				-				-				-				-				50,000								50,000
Common stock issued to officers for service			9,442,468				9,442				20,134																				29,576								29,576
BCF on Convertible Note			-				-				20,000				-				-				-				-				20,000								20,000
Change in market value of securities			-				-				-				-				-				-				-				-								-
Realized loss on securities			-				-				-				-				-				-				-				-								-
Advances to related party			-				-				-				-				23,344				-				-				23,344								23,344
Net loss for the period			-				-				-				-				-				(2,183,536	)			-				(2,183,536	)			(554,443	)			(2,737,979	)
Balance July 31, 2013 (audited)			466,752,425			$	466,753			$	2,894,959			$	-			$	(16,331	)		$	(4,519,927	)		$	-			$	(1,174,546	)			(550,864	)			(1,725,410	)

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

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F-7

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Audited)

										Cumulative
		July 31,								From Inception
										(March 28, 2007)
		2013				2012				To July 31, 2013
OPERATING ACTIVITIES:
Net loss		$	(2,737,979	)		$	(1,177,648	)		$	(5,101,219	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation			1,648				-				1,648
Debt forgiven			-				-				475
Gain/loss on sale of investment			16,950				230,000				91,950
Stock based compensation, consulting service			195,723				470,745				1,290,986
Convertible note issued for service			112,500				22,500				135,000
Impairment on assets			814,950				-				814,950
Loss on derivative			131,659				-				131,659
Amortization of financing fees			729,015				71,269				800,284
Changes in net assets and liabilities -
Accrued interest			27,241				23,711				91,944
Prepaid expense			12,101				(10,701	)			(183	)
Change in unamortized financing fees			3,207				(51,500	)			(48,293	)
Accounts payable - trade			199,405				29,010				289,682
Accounts payable – related parties			77,441				15,150				169,579
NET CASH USED IN OPERATING ACTIVITIES			(416,139	)			(377,464	)			(1,331,538	)
INVESTING ACTIVITIES:
Cash paid for acquisitions			(13,187	)			(527,000	)			(725,187	)
Cash received from Stockpile Reserves, LLC Acquisition			-				3,555				3,555
Loan to other entity			-				(42,975	)			(42,975	)
NET CASH USED IN INVESTING ACTIVITIES			(13,187	)			(566,420	)			(764,607	)
FINANCING ACTIVITIES:
Proceeds from the issuance of common stock			-				15,000				566,500
Proceeds from notes/loans payable			419,166				848,000				1,517,166
Proceeds from related party debt			98,766				119,944				228,471
Payments on notes payable			(78,000	)			(25,000	)			(103,000	)
Payments on related party debt			(74,005	)			(19,975	)			(93,980	)
Deferred offering costs			-				-				(13,750	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			365,927				937,969				2,101,407
NET INCREASE (DECREASE) IN CASH			(63,399	)			(5,915	)			5,262
CASH – BEGINNING OF PERIOD			68,661				74,576				-
CASH – END OF PERIOD		$	5,262			$	68,661			$	5,262
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITIES
Cash paid during the period for:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-
Net liability assumed through Stockpile Reserves, LLC acquisition		$	-			$	41,236			$	41,236
Unamortized financing fees		$	-			$	-			$	(15,000	)
Change in prepaid, net		$	-			$	19,972			$	73,077
Conversion of debt to equity		$	1,113,771			$	301,973			$	1,415,744
Convertible note issued for prepaid		$	-			$	135,000			$	135,000
Shares issued for deposit on mineral property		$	-			$	79,950			$	79,950

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

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F-8

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 1 – Organization and summary of significant accounting policies

Basis of Presentation and Organization

First Liberty Power Corp. (“First Liberty Power” or the “Company” and formerly Quuibus Technology, Inc.) is a Nevada corporation in the exploration stage.  The Company was incorporated under the laws of the State of Nevada on March 28, 2007.  The original business plan of the Company was focused on developing and offering a server-based software product for the creation of wireless communities. The Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission, and raise capital of up to $60,000 from a self-underwritten offering of 1,200,000 shares of newly issued common stock in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on November 13, 2007, and declared effective on November 21, 2007. On February 18, 2008, the Company completed an offering of its registered common stock.

In December 2009, the Company changed its business direction, and the Company’s primary focus is on exploration of domestic strategic energy and mineral properties to supply the emerging demand for clean energy.  The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

On December 22, 2009, the Company declared a 27 for 1 forward stock split of its authorized and issued and outstanding common stock. The Company’s authorized common stock increased from 20,000,000 shares of common stock with a par value of $0.001 to 540,000,000 shares of common stock with a par value of $0.001. The effect of the stock split has been recognized retroactively in the stockholders’ equity accounts as of March 28, 2007, the date of our inception, and in all shares and per share data in the financial statements. In July 2013 the board of directors authorized, and in August 2013, further to shareholder approval, the Company’s authorized common stock increased from 540,000,000 shares of common stock with a par value of $0.001 to 1,080,000,000 shares of common stock with a par value of $0.001.

Effective December 22, 2009, the Company changed its name from “Quuibus Technology, Inc.” to “First Liberty Power Corp.” by way of a merger with its wholly owned subsidiary First Liberty Power Corp., which was formed solely for the name change.

On August 22, 2012, the Company entered into an agreement with Group8 Minerals, a Nevada Corporation ("Group8”), and Group8 Mining Innovations, a Nevada Corporation (“G8MI”), the sole Shareholder of Group8, whereby G8MI transferred 81% of the total issued and outstanding shares of Group8 in exchange for the issuance of 83,000,000 shares of the Company to G8MI plus one hundred thousand dollars ($100,000) cash payment to G8MI. Further, pursuant to the Agreement, the Company is required to undertake certain payments to Group8 aggregating a total of $2,000,000 for associated property payments and exploration costs as follows: (a) $500,000 on or before October 30, 2012; (b) $500,000 on or before December 31, 2012; (c) $500,000 on or before February 28, 2013; and (d) $500,000 on or before April 30, 2013, the timing of which remaining payments have been extended by mutual agreement pending additional funding of the Company.

In accordance with ASC 805, “Business Combinations”, and in particular ASC 805-50, the acquisition of Group8 is accounted for as an asset purchase without goodwill as Group8 did not meet the definition of a business per ASC 805 at the time of the acquisition. Additionally the CEO of First Liberty and controlling director of the Company is also a 50% director of G8MI as such the transaction was deemed a transaction under common control. As the Company and Group8 are considered as common controlled entities, the acquisition is a common control transaction; therefore, the financial statements requires retrospective combination of the entities for all periods presented as if the combination had been in effect since inception of common control. The 83,000,000 shares of the Company’s common stock issued to G8MI for 81% of Group8 will be recorded as founder’s shares to G8MI at Group8’s inception date, January 26, 2013.

On May 22, 2012 and May 31, 2012, Group8 obtained 50% control of Stockpile Reserves, LLC (“SRL”) and Central Nevada Processing Co. LLC (“CNPC”), respectively. SRL has a net liability of $37,681 with non-controlling interest of $53,629 at May 22, 2012. The total net liability assumed by Group8 was $91,310, which will be combined with the Company’s financial statements as of July 31, 2012. There was no operation in CNPC as of July 31, 2012.

 

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FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 JULY 31, 2013 AND 2012

 

A summary of SRL net liability allocation is as follows:

Assets acquired:
Cash and cash equivalents		$	3,555
Advances to related party			9,200
Property and equipment, net			4,314
Total assets acquired		$	17,069
Liabilities assumed:
Due to related party		$	54,750
Total liabilities assumed		$	54,750
Non-controlling interest			53,629
Net assets acquired		$	(91,310)

 

As of July 31, 2013, the Company paid off the $100,000 cash payment to G8MI which was applied against the $100,000 obligation under the agreement to acquire Group8. The 83,000,000 shares of the Company issued to G8MI are valued at $0 as Group8 founder’s shares as of July 31, 2012, and $(100,000) on August 22, 2012 as the Company has the liability to pay G8MI for the acquisition of Group8 when the Company entered into the share exchange agreement with G8MI and Group8.

Basis of Presentation

As a result of the acquisition, the accompanying consolidated financial statements include the operations of G8 Minerals since August 22, 2012.  The accompanying consolidated financial statements also include the operations of the Company, its 50% owned subsidiary Central Nevada Processing Co. LLC (“CNPC”) and its 50% owned subsidiary Stockpile Reserves LLC (“SRL”).   CNPC and SRL are both considered variable interest entities (VIE) for which the Company is the primary beneficiary.  

The Company consolidates all entities in which the Company holds a “controlling financial interest.” For voting interest entities, the Company is considered to hold a controlling financial interest when the Company is able to exercise control over the investees’ operating and financial decisions. For variable interest entities (“VIEs”), the Company is considered to hold a controlling financial interest when it is determined to be the primary beneficiary. For VIEs, a primary beneficiary is a party that has both: (1) the power to direct the activities of a VIE that most significantly impact that entity's economic performance, and (2) the obligation to absorb losses, or the right to receive benefits, from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE is based on the amount and characteristics of the entity's equity.

All significant inter-company balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

 

Mineral Properties

The Company is primarily engaged in the business of the acquisition, exploration, development, mining, and production of domestic strategic energy and mineral properties, with emphasis on lithium carbonate and additional strategic minerals.  Mineral claim and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized.  The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves.  If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 1 – Organization and summary of significant accounting policies (continued)

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Long-lived assets

The Company accounts for its long-lived assets in accordance with FASB ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.

 

Investments

The Company holdings in marketable securities classified as available-for-sale are carried at fair value. The carrying value of marketable securities is reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available for sale securities are included in the Company’s statements of operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss).

Effective February 8, 2011, the Company acquired 500,000 shares of New America Energy common stock pursuant to an Agreement between the Company, New America Energy and GeoXplor (refer to Note 3) for the deemed value of $250,000. The equity investment is periodically reviewed to determine if impairment is required. As of July 31, 2013, the Company realized a total of $246,950 in loss on investment, and reduced the value of the 500,000 shares of New American Energy common stock to $3,050.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

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FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 1 – Organization and summary of significant accounting policies (continued)   Convertible Debentures

Beneficial Conversion Feature If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20  “Debt with Conversion and Other Options.”  In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Debt Discount The Company determines if the convertible debenture should be accounted for as liability or equity under ASC 480, Liabilities — Distinguishing Liabilities from Equity. ASC 480, applies to certain contracts involving a company's own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer's equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on: – A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer's equity shares with an issuance date fair value equal to a fixed dollar amount, – Variations in something other than the fair value of the issuer's equity shares, for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer's equity shares, or – Variations inversely related to changes in the fair value of the issuer's equity shares, for example, a written put that could be net share settled. If the entity determined the instrument meets the guidance under ASC 480 the instrument is accounted for as a liability with respective debt discount. The Company records debt discounts in connection with raising funds through the issuance of convertible debt (see Note 4). These costs are amortized to non-cash interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.   Derivative Financial Instruments Derivative financial instruments, as defined in ASC 815, “Accounting for Derivative Financial Instruments and Hedging Activities”, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

 

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FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 1 – Organization and summary of significant accounting policies (continued)

The Company recorded derivative liability of $342,398 and $0 and a loss of $131,659 and $0 on derivative valuation for the years ended July 31, 2013 and 2012, respectively.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes .  Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of July 31, 2013 and 2012, the carrying value of the Company’s financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of July 31, 2013 and 2012, and expenses for the years ended July 31, 2013 and 2012, and cumulative from inception.  Actual results could differ from those estimates made by management.

Asset retirement obligations

The Company has adopted the provisions of FASB ASC 410-20 “Asset Retirement and Environmental Obligations,”   which requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related oil and gas properties. As of July 31, 2013, there have been no asset retirement obligations recorded.

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 2 – Going concern

The Company is currently in the exploration stage and has engaged in limited operations. While management of the Company believes that the Company will be successful in its planned operating activities, there can be no assurance that it will be able to be successful in the development of its product, sale of its planned product, and services that will generate sufficient revenues to sustain its operations.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception of $4,519,928 and has no revenues to offset its operating costs. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

Note 3 – Mineral properties

A) Lithium Agreement:

On May 31, 2012, the Company entered into a new purchase agreement with GeoXplor Corp. (the “Lithium Agreement”), which is effective as of March 15, 2012. Under this Agreement, the Company has been granted an exclusive four year exploration license in regards to the two mineral properties described in the Agreement. One property encompasses 58 placer claims (9280 acres) located in Lida Valley, Esmeralda County, Nevada for Lithium and Lithium Carbonate exploration (the "Lida Valley Property"), and the other encompasses 70 placer claims (11,200 acres) located in Smokey Valley, Esmeralda County, Nevada for Lithium and Lithium Carbonate exploration (the "Smokey Valley Property"). Pursuant to the Agreement, upon the completion of the required payments and work commitments, GeoXplor shall transfer title to the properties to the Company and shall retain a 5% royalty, on which we shall have the option to purchase up to 4%, for $1,000,000 per 1%.

The Lithium Agreement is a replacement of all prior agreements pertaining to the Lida Valley claims contained within the Purchase Agreement dated December 24, 2009 between GeoXplor and the Company. This Agreement supersedes and replaces all prior agreements in respect to those claims.

 

Under the new Lithium Agreement, the Company is required pay GeoXplor in consideration of the grant of the exploration license and other rights granted under this Agreement a total of $725,000, undertake the issuance of 2,000,000 Shares, and expend not less than One Million Five-Hundred Thousand Dollars ($1,500,000) in Mineral Exploration and Development Testing ("Work").

The Company is in default on its obligations under the agreements.   Through to the fiscal year end and date of this report, the Company has not yet achieved a formal extension and settlement agreement.  However, the Company believes it will be possible to obtain such an agreement on terms acceptable to all parties.   Until such an agreement is reached, the value of the properties under the Lithium Agreement have been impaired to reflect the current status.  See Note 11.

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  FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 3 – Mineral properties (Continued)

 

B) Fencemaker Agreement:

 

On August 22, 2012, the Company entered into an agreement with Group8 Minerals, a Nevada Corporation ("Group8”), and Group8 Mining Innovations, a Nevada Corporation (“G8MI”), the sole Shareholder of Group8, whereby the Company acquired 81% of the total issued and outstanding shares of Group8. Group8 holds a 50% interest in Central Nevada Processing Co. LLC (CNPC) and a 50% interest in Stockpile Reserves LLC (SRL).  As a result of the acquisition, the Company has an effective 40.5% interest in each of CNPC and SRL.   SRL is an Antimony mining company having a mineral property known as the Fencemaker mine, located in the Stillwater Range of west central Nevada, approximately 194 kilometers northeast of the city of Reno, Nevada .

 

Under the Fencemaker Agreement, the Company is required to issue to G8MI a total of 83,000,000 shares of its Common Stock, which stock has been issued; deliver to G8MI cash payments of $100,000, which payments have been completed, and; the Company is required to undertake certain loan payments to G8 Minerals aggregating a total of $2,000,000 for associated property payments and exploration costs.  The loan payments are presently in arrears, however G8MI has not undertaken to issue any default notice, and the Company does not expect it will do so.

 

C) San Juan Agreement:

 

On November 6, 2012, we entered into a purchase agreement with GeoXplor Corp. (“Agreement”). Under this Agreement, we have been granted an exclusive five year exploration license in regards to a mineral property described in the Agreement. The mineral property encompasses 13 lode claims (260 acres) located in the Canyon Country District, San Juan County, Utah for Vanadium and Uranium exploration (the "San Juan Property").  Pursuant to the Agreement, upon the completion of the required payments and work commitments, GeoXplor shall transfer title to the San Juan Property to the Company and shall retain a 3% royalty, on which we shall have the option to purchase up to 2%, for $1,000,000 per 1%.

 

Under the San Juan Agreement, the Company is required to pay GeoXplor in consideration of the grant of the exploration license and other rights granted under this Agreement a total of $500,000, issue 3,000,000 Shares, and expend not less than One Million Five-Hundred Thousand Dollars ($1,000,000) in Mineral Exploration and Development Testing

 

The Company is presently actively seeking investment capital to undertake the next stages of development on the San Juan Agreement, and is seeking to close this financing within the current quarter.  The San Juan Property encompasses certain claims previously included in agreements between the Company and GeoXplor, and this Agreement supersedes and replaces all prior agreements in respect to those claims.

 

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 4 – Convertible notes payable

 

Tangiers Investors, LLC (“Tangiers”)

 

On February 23, 2012, the Company entered into an agreement with Tangiers Investors, LP, a Delaware limited partnership, an accredited investor, whereby Tangiers Investors loaned the Company the aggregate principal amount of $102,500, less $2,500 for legal related costs and $10,000 fee to be paid to a third party, together with interest at the rate of eight percent (8%) per annum, until the maturity date of February 22, 2013. On March 7, 2012, the Company entered into another agreement with Tangiers for the same amount and terms with the maturity of March 6, 2013. On August 31, 2012 the Company entered into a third agreement with Tangiers for $20,000 with an interest rate of ten percent (10%) per annum, until the maturity date of February 8, 2013.  On May 21, 2013, the Company entered into a Secured Convertible Promissory Note agreement with Tangier’s Capital, a Delaware corporation, an accredited investor, whereby Tangier’s Capital loaned the Company the aggregate principal amount of $62,500, less $35,000, for legal related costs, the six (6) month forbearance on any and all of the Company’s notes held by the Purchaser that are currently in default, and for the settlement of losses resulting from the delay in issuance of shares for the conversion dated March 13, 2013 pertaining to the one hundred and two thousand five hundred dollars ($102,500) convertible note dated March 7, 2012, together with an interest rate of ten percent (10%) and with the maturity of May 21, 2013.

 

If the Note is not paid in full with interest on the maturity date, Tangiers has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall be equal to 65% multiplied by  the average of the two lowest closing prices during the ten (10) trading days prior to conversion notice.

 

Tangiers Note 1 and Note 2 are original issue discount notes valued for $315,385 consisting of principal of $205,000 and a discount of $110,385 which was valued based on the 65% conversion rate. See Note 6 for share conversion.

 

Tangiers Note 3 provides Tangiers the option until the repayment date, to convert the note to shares of the Company’s common stock at a fixed price of $0.02 per share. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $20,000. On February 8, 2013, the Note matured and is currently in default. The company has negotiated a 6 month forbearance against default on this note. See subsequent event (Note 12).

 

Tangiers Note 4 is original issue discount note valued for $125,000 consisting of principal of $62,500 and a discount of $62,500 which was valued based on the 50% conversion rate.

 

The Company may prepay all or any portion of the aggregate principal amount and accrued interest within ninety (90) days of the date of issuance in an amount equal to one hundred twenty percent (120%) of face value plus accrued interest; or after ninety-one (91) days after the date of issuance of this Note but not later than one hundred eighty (180) days in an amount equal to one hundred forty percent (140%) of face value plus accrued interest; or if on or after one hundred eighty-one (181) days from the date of issuance, upon the express written consent from Tangiers. The Company has provided Tangiers with 896,593 shares of New America as collateral for the Notes. 

 

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 4 – Convertible notes payable (continued)

 

Asher Enterprises Inc. (“Asher”)

 

On June 27, 2012, the Company entered into an agreement with Asher Enterprises, a Delaware corporation, an accredited investor, whereby Asher Enterprises loaned the Company the aggregate principal amount of $63,000, less $3,000 for legal related costs, together with interest at the rate of eight percent (8%) per annum, until the maturity date of March 27, 2013.  On August 2, 2012, the Company entered into another agreement with Asher Enterprises for $27,500, less $2,500 for legal related costs, together with an interest rate of eight percent (8%) and with the maturity of May 6, 2013. On November 1, 2012, the Company entered into another agreement with Asher Enterprises for $42,500, less $2,500, for legal related costs, together with an interest rate of eight percent (8%) and with the maturity of August 5, 2013.  On February 7, 2013, the Company entered into another agreement with Asher Enterprises for $27,500, less $2,500, for legal related costs, together with an interest rate of eight percent (8%) and with the maturity of October 29, 2013.  The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part.

 

If the Note is not paid in full with interest on the maturity date, Asher has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 58% multiplied by  the average of the three lowest closing prices during the ten (10) trading days prior to conversion notice.

 

The Four (4) original issue discount notes were valued for $276,725, consisting of principal of $160,500 and a discount of $116,225 which was valued based on the 58% conversion rate for all three notes. See Note 6 for share conversion.

 

The Company may prepay all or any portion of the aggregate principal amount and accrued interest within thirty (30) days of the date of execution of this Note, this Note may be prepaid in an amount equal to one hundred thirty percent (130%) of face value plus accrued interest; or after thirty-one (31) days after the execution of this Note but not later than sixty (60) days from the date of execution of this Note, this Note may be prepaid  in an amount  equal to  one  hundred thirty five percent  (135%) of  face  value plus accrued interest; or after sixty-one (61) days after the execution of this Note but not later than ninety (90) days from the date of execution of this Note, this Note may be prepaid  in an amount  equal to  one  hundred forty percent  (140%)  of  face  value plus accrued interest; or after ninety-one (91) days after the execution of this Note but not later than one hundred fifty (150) days from the date of execution of this Note, this Note may be prepaid  in an amount  equal to  one  hundred forty five percent  (145%)  of  face  value plus accrued interest; or after fifty-one (151) days after the execution of this Note but not later than one hundred eighty (180) days from the date of execution of this Note, this Note may be prepaid  in an amount  equal to  one  hundred fifty percent  (150%)  of  face  value plus accrued interest. After the expiration of one hundred eightieth (180) days following the date of the Note, the Company shall have no right of prepayment.

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 4 – Convertible notes payable (continued)

 

Denali Equity Croup LLC. (“Denali”)

 

On June 28, 2012, the Company entered into a Consulting Service Agreement with Denali Equity Group, LLC, a Nevada limited liability company, that in consideration of the service, the Company shall issue a convertible note of $135,000 to Denali. The Consulting Service Agreement has a term of two (2) years. During the quarter ended October 31, 2012, the Company recorded $67,500 in consulting expense, leaving a prepaid expense balance of $45,000. The Convertible Note Agreement with Denali is for the principal amount of $135,000 with interest at the rate of eight percent (8%) per annum, until the maturity date of June 30, 2014. On March 03, 2013, the Company entered another agreement with Harbor Gates, LLC, a Denali affiliated company for $25,000 together with an interest rate of eight percent (8%) and with the maturity of December 31, 2013.

 

The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part. If the Note is not paid in full with interest on the maturity date, Denali has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to 90% multiplied by  the average of the two lowest closing prices during the ten (10) trading days prior to conversion notice.

The Company may prepay all or any portion of the aggregate principal amount and accrued interest within ninety (90) days of the date of execution of this Note, this Note may be prepaid in an amount equal to one hundred ten percent (110%) of face value plus accrued interest; or after ninety-one (91) days after the execution of this Note but not later than one hundred eighty (180) days from the date of execution of this Note, this Note may be prepaid  in an amount  equal to  one  hundred twenty percent  (120%)  of  face  value plus accrued interest; or on or after one hundred eighty-one (181) days from the date of execution of this Note, this Note may be prepaid in an amount equal to one hundred twenty five percent (125%) of face value plus accrued interest.

 

On February 12, 2013, the Company entered into an assignment agreement with Magna and Denali Equity Group (Denali), whereby Magna agreed to purchase the entire $135,000 convertible promissory note issued by the company to Denali over the next 60 days.  In consideration for the $135,000 Denali note, Magna agreed to pay Denali $45,000 on February 12, 2013. The remaining payments are as follows:  $45,000 on or before March 27, 2013, and another $45,000 on or before May 8, 2013, subject to certain purchase provisions.  As a result of the assignment agreement the Company entered into a convertible promissory note with Magna in the aggregate principal amount of $45,000 less legal related costs, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of February 12, 2014.  On March 18, 2013, the Company entered into a second convertible promissory note assignment agreement with Magna and Denali Equity Group (Denali) for the second payment of $45,000.  On April 30, 2013, the Company entered into a third convertible promissory note assignment agreement with Magna and Denali Equity Group (Denali) for the third payment of $45,000, referenced in the February 12, 2013 assignment agreement.  Denali did not receive the funds until May 14, 2013.  Magna is entitled to convert, at any time after the issuance of this note, all or any lesser portion of the outstanding principal and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 50% discount from the lowest trading price in the five days prior to the day that the holder requests conversion.

 

The three issued discount Note 1, Note 2 and Note 3 were valued for $150,000, consisting of principal of $135,000 and a discount of $15,000 which was valued based on the 90% conversion rate. During this same period the Company converted $135,000 principal amount of the Denali Notes to shares of common stock, which reduced $150,000 from the value of the notes, thereby reducing the balance to $0.

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F-18

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 4 – Convertible notes payable (continued)

 

Tonaquint Inc. (“Tonaquint”)

 

On July 19, 2012, the Company entered into an agreement with Tonaquint Inc., a Utah corporation, an accredited investor, whereby Tonaquint Inc. loaned the Company the aggregate principal amount of $85,000, less $2,500 for legal related costs and $7,500 fee to be paid to a third party, together with interest at the rate of eight percent (8%) per annum, until the maturity date of April 19, 2013. The original issue discount note, as described in ASC 480-55, may not be prepaid in whole or in part. If the Note is not paid in full with interest on the maturity date, Tonaquint has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall be equal to 65% multiplied by  the average of the two lowest closing prices during the ten (10) trading days prior to conversion notice.

 

The Company may prepay prior to the maturity date by paying an amount equal to the outstanding principal of the Note multiplied by one hundred fifty (150%) percent together with accrued and unpaid interest thereon, upon the express written consent from Tonaquint. 

 

The issued discount Note 1 was valued for $130,769, consisting of principal of $85,000 and a discount of $45,769 which was valued based on the 60% conversion rate.  See Note 6 for share conversion.

 

On April 18, 2013, the Company entered into a Secured Convertible Promissory Note dated April 26, 2013 with Tonaquint Inc., a Utah corporation, an accredited investor, whereby Tonaquint Inc. agreed to loan the Company the aggregate principal amount of $560,000, less $10,000 for legal related costs and an original issue discount of $50,000, together with interest at the rate of eight percent (8%) per annum, until the maturity date of 20 months from after issuance or December 18, 2014.   The said Note is secured by real estate property located in Cook County, Illinois and is referenced in a Mortgage Agreement dated April 18, 2013 for a total value of $400,000.

 

The note provides Tonaquint the option until the repayment date, to convert the note to shares of the Company’s common stock at $0.015 per share, subject to adjustment during certain events, such as, but limited to, issuance of options, change in option price or rate of conversion, deemed warrant issuance. As a result of the adjustment on share price, this note has been accounted as derivative liability. (See Note 7 for derivative)

 

On initial funding, Tonaquint will deliver to the Company cash in the amount of $100,000 (the “Initial Prepayment”) and $400,000 in a subsequent 5% secured notes issued by Toniquant.  The notes issued by Toniquant will be due 12 months from the Initial Funding Date based on the following fund disbursal schedule, together with interest at the rate of five percent (5%) per annum starting April 26, 2013 until the funding receive by the Company. As a result of the two notes above, the Company has an effective interest rate of three percent (3%) for the portion that yet funded to the Company.

 

·	$100,000, 3 months after closing

·	$100,000, 6 months after closing

·	$100,000, 9 months after closing

·	$100,000 12 months after closing

 

On May 1, 2013 the Company received the initial drawdown of $100,000 less $10,000 in legal fees for a total of $90,000. The issued discount Drawdown 1 of Note 2 was valued for $150,000, consisting of principal of $100,000 and a discount of $50,000. On June 3, 2013, the Company received Drawdown 2 of $50,000 less third party fees of $4,519.  On July 2, 2013, the Company received Drawdown 3 of $50,000 less third party fees of $4,815.

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F-19

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 4 – Convertible notes payable (continued)

 

The Company determined that this convertible note contained features that were embedded in a freestanding host contract. As a result we analyzed this instrument, in accordance with ASC 815-15-25-1 and determined that the embedded feature should be accounted for separately as a derivative instrument with changes in fair value recognized in income each period.

Tonaquint Note 4 Face Value		$	260,739
Debt Discount
Convertible Note Warrant Derivative			121,460
Conversion Feature Derivative			89,279
Original Issue Discount			50,000
Total Debt Discount		$	260,739
Amortization of Debt Discount, as of July 31, 2013			(41,603	)
Debt Discount, Net		$	219,136
Tonaquint  Note 4 Carrying Value as of July 31, 2013		$	41,603

 

Hanover Holdings, LLC. (“Magna Group”)

 

On February 5, 2013, the Company entered into an agreement with Hanover Holdings I, LLC (Magna Group), a New York corporation, an accredited investor, whereby Magna loaned the Company the aggregate principal amount of $16,500, less $2,500 for legal related costs, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of March 27, 2013.  In addition, Magna has agreed to fund $33,000 over the next sixty days to be paid as follows: $16,500 on or before March 20, 2013 and an additional $16,500 on or before May 1, 2013.  On March 12, 2013, the Company entered into a Secured Convertible Promissory Note agreement with Magna Group, whereby Magna Group loaned the Company the aggregate principal amount of $16,500, less $2,500, for legal related costs, together with an interest rate of twelve percent (12%) and with the maturity of October 5, 2013.

 

The original issued discount Notes were valued for $56,896, consisting of principal of $33,000 and a discount of $23,896 which was valued based on the 58% conversion rate.   See Note 6 for share conversion.

 

Harbor Gates LLC. (“Harbor”)

 

On March 4, 2013, the Company entered into a Convertible Promissory Note agreement with Harbor Gates, LLC (Harbor Gates), a Delaware limited liability corporation, an accredited investor, whereby Harbor Gates loaned the Company the aggregate principal amount of $25,000, together with interest at the rate of eight percent (8%) per annum, until the maturity date of December 31, 2013.  On April 12, 2013, the Company entered into another Secured Convertible Promissory Note agreement with Harbor Gates, whereby Harbor Gates loaned the Company the aggregate principal amount of $35,000, together with an interest rate of eight percent (8%) and with the maturity of December 31, 2013.

 

The issued discount Notes were valued for $120,000, consisting of principal of $60,000 and a discount of $60,000 which was valued based on the 50% conversion rate.   See Note 6 for share conversion.

As of July 31, 2013, the Company had a balance of convertible notes payable of $329,520 net of unamortized discount of $326,382 and a balance of unamortized financing fee of $57,257. As of July 31, 2013, the Company had accrued and expensed $721,297 interest that related to convertible notes.

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F-20

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

 

Note 5 – Related parties transactions

 

On May 3, 2010, the Company entered into a consulting agreement with Mr. John Hoak, wherein Mr. Hoak has agreed to provide, among other things, consulting services to the Company. The agreement was effective March 24, 2010 and continued to March 24, 2012. In consideration for agreeing to provide such consulting services, on May 3, 2010, we issued to Mr. Hoak 250,000 shares of our common stock valued at $187,500, which had been fully earned and expensed as of March 24, 2012. The agreement also contains a provision for the cash payment of $2,500 a month during the term of the agreement. Mr. Hoak resigned as a director in March 2012. The Company has recorded a due to related party to Mr. Hoak of $55,798 and $55,798 as of July 31, 2013 and 2012, respectively.

 

As of July 31, 2013, the Company has a payable of $46,100 to a former officer and Director of the Company, which consists of an outstanding loan amount to the Company of $9,910 and expenses paid by this former officer and Director on behalf of the Company for a total of $36,190. The loan is unsecured, non-interest bearing, and has no specific terms for repayment.

 

On November 29, 2010, Mr. Don Nicholson was appointed as a member of the board of directors of the Company, and on December 28, 2010, effective January 1, 2011; Mr. Nicholson was appointed Chief Executive Officer, President, and Secretary-Treasurer. The Company entered into an agreement on July 2, 2011, effective November 15, 2010, with LTV International Holdings Ltd. (“LTV”), to provide management services to the Company over a two year period. The terms of which required the issuance of 5,000,000 shares to LTV, issued on July 15, 2011 valued at $750,000, and a monthly fee of $2,500 payable to LTV. Mr. Don Nicholson is the designated service provider under the agreement with LTV. During each period, compensation expense was determined based on the number of days for which services were provided relative to 365 days, multiplied by the common stock valuation. This amount is deducted from the prepaid expense (initially $750,000 from the initial issuance) accordingly each period. The Company has recorded a total of $109,375 as consulting expenses during the year ended July 31, 2013. As of July 31, 2013, there are no outstanding amounts owing under this agreement.

 

On December 1, 2012, the Company entered into a new consulting agreement with LTV to provide management services to the Company over a one year period. The terms of which require a monthly fee of $5,000 payable to LTV. Mr. Don Nicholson is the designated service provider under the agreement with LTV. For the year ended July 31, 2013, an amount of $40,064 was recorded by the Company as management consulting expense and $10,000 was paid in the form of common stock. See Note 6 for share issuance.  As of July 31, 2013, an amount of $32,064 has been accrued as accounts payable to related party for LTV.

 

On April 1, 2012, the Company entered into a consulting agreement with Mr. Robert B. Reynolds Jr., wherein Mr. Reynolds agreed to provide, among other things, services associated with performing duties associated with being a director of the Company. The agreement was effective April 1, 2012, and continued to March 30, 2013. In consideration for agreeing to provide such services, in April 2012, we issued to Mr. Reynolds 250,000 shares of our common stock, valued at $11,500. During each period, the compensation expense is determined based on the number of days for which services were provided relative to 365 days, multiplied by the common stock valuation. This amount is deducted from prepaid expense accordingly in each period, which amount of $7,667 was recorded as consulting expense during the year ended July 31, 2013. As of July 31, 2013, there are no outstanding amounts owing under this agreement.

 

On December 1, 2012, the Company entered into a new consulting agreement with Mr. Reynolds for services associated with performing duties of being a director of the Company over a one year period.

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F-21

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FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

 

Note 5 – Related parties transactions (continued)

 

The terms of which require a monthly fee of $5,000 payable to Mr. Reynolds. For the year ended July 31, 2013, $9,650 was paid in the form of common stock. See Note 6 for share issuance.  For the year ended July 31, 2013, an amount of $25,945 has been accrued as accounts payable to related party for Mr. Reynolds.

 

On June 12, 2012, the Company entered into a loan agreement with Sanning Management, Ltd., wherein Sanning Management agrees to loan a sum of $119,000 to the Company with interest at the rate of eight percent (8%) per annum, until the maturity date of June 12, 2014. As of July 31, 2013, the Company has a note payable to Sanning Management of $99,025 and accrued interest of $8,986.  Sanning Management is the 100% owner of Group8 Mining Innovations, which Group8 Mining Innovations was the 100% owner of Group8 Mineral prior to the acquisition and is currently the 19% owner post-acquisition.

On December 1, 2012, the Company entered into a consulting agreement with Mario Beckles for services associated with performing duties of being a chief financial officer of the Company over a one year period. The terms of which require a monthly fee of $5,000 payable to Mr. Beckles. For the nine months ended April 30, 2013, an amount of $25,000 was recorded by the Company as management consulting expense and the Company has paid $6,550 in cash and $9,800 in common stock. See Note 6 share issuance.  As of July 31, 2013, an amount of $19,432 has been accrued as accounts payable to related party for Mr. Beckles.

From time to time, the Company has received advances from certain of its officers and related parties to meet. These advances may not have formal repayment terms or arrangements. As of July 31, 2012, the Company has advance balances from related parties of the Company’s 50% owned subsidiaries, CNPC and SRL, of $43,194. During the year ended July 31, 2013, the Company received a total of $91,986 advances from an officer and other related parities of CNPC and SRL, and repaid back $22,183. As of July 31, 2013, the Company has a balance of due to related party of $112,997. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements.

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F-22

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

 

Note 6 – Common stock

 

The Company is authorized to issue 540,000,000 shares of $.001 par value common stock. On August 20, 2013, the Company’s authorized common stock increased from 540,000,000 shares of common stock with a par value of $0.001 to 1,080,000,000 shares of common stock with a par value of $0.001. As of July 31, 2013 and 2012, 466,752,425 and 165,001,834 shares were issued and outstanding, respectively.

On August 9, 2011, the Company signed a confidential term sheet in respect to the creation of a $3,000,000 Equity Line financing structure.  Pursuant to the term sheet, the Company paid a document preparation fee of $7,500, and issued a total of 136,364 shares valued at $15,000.  As of April 30, 2012, the Company has determined that it will not be proceeding with this transaction, and has expensed all costs accordingly.

On January 11, 2012, the Company entered into a 13 month agreement with an unrelated third party for the provision of non-exclusive financial advisor, investment bank and placement agent services to the Company.  Pursuant to this agreement, the Company was required to issue 350,000 shares, which were issued in January 2012, and valued at $24,675 of which $12,390 has been expensed during the fiscal year ended July 31, 2012, and leaving a prepaid expense balance of $12,285.

According to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, 250,000 shares valued at $16,250, were issuable on the second anniversary of the Agreement, December 24 2011, which shares were issued in January 2012.

Further to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, a cash payment of $100,000 was required on December 15, 2011. On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued in January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.  If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement. According to an agreement between GeoXplor and the Company signed subsequent to the end of the period (May 31, 2012), effective as of March 15, 2012, all rights and obligations under the original agreement were replaced by those in the new agreement. The additional 500,000 shares, issued in January 2012 valued at $28,500, were agreed to be retained by GeoXplor as compensation and revalued at the effective date of the new agreement, March 15, 2012, for a value of $26,250.

On December 24, 2009, the Company borrowed $200,000 from an unrelated third party under a promissory note. The loan was unsecured, bore interest at 10 percent per annum, and was due and payable on or before December 23, 2010. On February 1, 2010, the Company borrowed an additional $50,000 from the same third party lender, which amount was also unsecured, bore interest at 10 percent per annum, and was due on or before February 1, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amounts, as of December 24, 2010, into a single consolidated loan. The new consolidated loan is in the amount of $250,000 and is unsecured, bears interest at 10 percent per annum, and is due on or before December 23, 2011. On December 23, 2011, the combined principal and interest of the note amounted to $301,973. On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

On December 16, 2011, the Company received a total of $15,000 from the proceeds of the sale of 187,500 shares of its common stock under a private placement agreement, priced at $0.08 / share, which shares were issued in January

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F-23

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 6 – Common stock (continued)

2012.  The purchaser has received 187,500 warrants, each with the right to purchase a share at the price of $0.08/share, valid through to December 15, 2013.

On April 16, 2012, the Company issued 250,000 shares, according to the terms of a consulting agreement with Mr. Robert B. Reynolds Jr., valued at $0.046/share for a total valuation of $11,500.

On August 22, 2012, the Company issued 83,000,000 shares of common stock, in exchange for 81% interest in G8MI. The 83,000,000 shares of the Company issued to G8MI are valued at $0 as Group8 founder’s shares as of July 31, 2012, and $(100,000) on August 22, 2012 as the Company has the liability to pay G8MI for the acquisition of Group8 when the Company entered into the share exchange agreement with G8MI and Group8.

 

On August 31, 2012, the Company entered into a Securities Purchase Agreement with Tangiers Investors, LP, to purchase up to $2,000,000 of the Company’s common stock. Under the agreement, amongst other terms, the Company is obligated to issue certain shares in payment of the agreed upon commitment fee. On December 7, 2012, the Company issued 1,666,667 shares of common stock pursuant to the first tranche of this requirement, valued at $50,000.  On March 7, 2013 the Company issued 1,666,667 shares of common stock pursuant to the second tranche of this requirement, valued at $5,033.

 

On January 11, 2013, the Company issued 1,612,903 shares of common stock to Denali Equity for investor relation services, valued at $14,516.

On February 8, 2013, Tangiers Capital Secured Convertible Promissory note dated August 31, 2012 matured and is now considered in default.  As of the date of this filing Tangiers Capital has fully converted its notes dated February 23, 2012 and March 07, 2012.  Tangiers Capital is in negotiations with the Company to convert its remaining Convertible Promissory Notes held by the Company dated August 31, 2012.

On March 1, 2013, the Company issued 600,000 shares of restricted common stock to Mary Fitzpatrick valued at $1,860 in exchange for her ongoing financial support services at the subsidiary level for Stock Pile Reserves, LLC and Central Nevada Processing Co., LLC.

On February 28, 2013, the Company issued 2,857,143 restricted shares of common stock to LTV International Holdings valued at $9,143 in lieu of cash for consulting fees that had been accrued as compensation for services.  Mr. Don Nicholson is the designated service provider under the agreement with LTV.

On March 4, 2013, the Company issued 3,015,625 restricted shares of common stock to Robert Reynolds, VP of Operations, valued at $10,555 in lieu of cash for consulting fees that had been accrued as compensation for his services.

On March 5, 2013, the Company issued 2,969,700 restricted shares of common stock to Mario Beckles, CFO, valued at $8,018 in lieu of cash for consulting fees that had remained accrued as compensation for his services.

During the year ended July 31, 2013 the Company issued a total of 289,028,553 shares directly related to debt conversions of increments totaling $1,086,056.

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F-24

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 7 – Derivative Liability

Debt Conversion Feature

 

In connection with the April 26, 2013 Secured Convertible Note to Tonaquint, the note included a Debt Conversion Feature (see Note 4).

 

The relative fair value of the Debt Conversion Feature as of July 31, 2013 was estimated, using Level 3 inputs, at $89,279 using a Black-Scholes model with the following assumptions: expected volatility of 256%, risk free interest rate of 0.87%, expected life of 1.67 months and no dividends. Expected volatility was based on the historical volatility of the Company.

 

Tonaquint Convertible Note Warrants

 

In connection with the Convertible Note offering on April 26, 2013, the Company issued 47,457,627 Convertible Note Warrants. The Convertible Note Warrants are exercisable at $0.25.

 

The relative fair value of the warrants at issuance was estimated at $647,290 using a Black-Scholes model with the following assumptions: expected volatility of 256%, risk free interest rate of 2.28%, expected life of 2 years and no dividends. Expected volatility was based on the historical volatility of the Company.

 

Note 8 – Fair Value of Assets and Liabilities

Determination of Fair Value

The Company’s financial instruments consist of available for sale securities, convertible notes payable and a derivative liability. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.

 

The Company complies with the provisions of ASC 820-10, “ Fair Value Measurements and Disclosures .” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

 

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

 

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F-25

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 8 – Fair Value of Assets and Liabilities (Continued)

 

Level 1.           Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2.           Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Derivative instruments include the derivative liabilities as Level 2. Derivative instruments are valued using standard calculations/models that are primarily based on observable inputs, including volatilities and interest rates. Therefore, derivative instruments are included in Level 2.

 

Level 3.           Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company’s own data.

 

Application of Valuation Hierarchy

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodology used to measure fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

 

Available for sale securities. The Company assessed that the fair value of these assets using observable inputs described in level 1 above. 

 

Advances from Related Party.  The Company assessed that the fair value of this liability approximates its carrying value due to its short-term nature.

 

Notes Payable – Related Party.  The Company assessed that the fair value of this liability to approximate its carrying value based on the effective yields of similar obligations.

 

Convertible Notes Payable.  The Company assessed that the fair value of this liability approximates its carrying value due to its short-term nature.

Derivative and Warrant Liabilities.  The Company assessed that the fair value of these liabilities using observable inputs described in level 3 above.

The methodology described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. If readily determined market values became available or if actual performance were to vary appreciably from assumptions used, assumptions may need to be adjusted, which could result in material differences from the recorded carrying amounts. The Company believes its method of determining fair value is appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.

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F-26

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FIRST LIBERTY POWER CORP.

(FORMERLY QUUIBUS TECHNOLOGY, INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 9 – Income Taxes

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $923,138 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

For the period ended July 31,		2013				2012
Book loss for the year		$	(5,101,219	)		$	(2,363,240	)
Adjustments:
Impairment of assets			814,950				-
Exploration costs			206,583				95,211
Non-deductible stock compensation			200,757				1,085,436
Foreign currency gains			(1,089	)			(2,734	)
Other differences			-				64,569
Tax loss for the year			(2,637,536	)			(1,120,758	)
Estimated effective tax rate			35	%			35	%
Deferred tax asset		$	923,138			$	392,265,

 

     The total valuation allowance is $923,138. Details for the last two periods are as follows:

For the period ended July 31,		2013				2012
Deferred tax asset		$	923,138			$	392,265
Valuation allowance			(923,138	)			(392,265	)
Current taxes payable			-				-
Income tax expense		$	-			$	-

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire. The total NOL carry forward as of July 31, 2013 was $923,138as itemized below:

Year		Amount				Expiration
2009		$	20,196				2029
2010		$	345,237				2030
2011		$	246,821				2031
2012		$	392,265				2032
2013		$	923,138				2033

 

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FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

Note 10 –Marketable Securities and Investments

The following is a summary of available-for-sale marketable securities as of July 31, 2013 and 2012:

	July 31, 2013
	(i)		Cost				Unrealized Gain				Realized ( Losses)				Market or Fair Value
Equity securities			$	250,000			$	-			$	(246,950	)		$	3,050
Total			$	250,000			$	-			$	(246,950	)		$	3,050

	July 31, 2012
	(ii)		Cost				Unrealized Gain				Realized ( Losses)				Market or Fair Value
Equity securities			$	250,000			$	-			$	(230,000	)		$	20,000
Total			$	250,000			$	-			$	(230,000	)		$	20,000

The Company classifies securities that have a readily determinable fair value and are not bought and not held principally for the purpose of selling them in the near term as securities available-for-sale, pursuant to FASB ASC 320-10, Investments-Debt & Equity Securities . Under FASB ASC 320-10, unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported in other comprehensive income until realized.

Note 11 – Impairment

 

The Company evaluates the carrying value of property, plant and equipment and finite-lived intangible assets whenever a change in circumstances indicates that the carrying value may not be recoverable. The fair values include estimated costs to sell the assets.

 

During the fourth quarter of 2013, the Company prepared an impairment analysis on both of its Lithium property rights, the Lida Valley and Smokey Valley, and determined the carrying value of these property rights exceeded their fair value as determined by evaluation in accordance with ASC 360-10-35-21. The resulting non-recurring impairment charges of $319,500, primarily related to the write-down of the value of both property rights. As a result of the $319,500 non-recurring impairment charges, the fair value of both the Lida and Smokey Value properties is $0 at July 31, 2013. Also during the fourth quarter of 2013 the Company’s subsidiary CNPC was in default of it property purchase agreement for the mill site property, and determined that the carry value of this property exceeded its fair value. The resulting non-recurring impairment charge of $495,000, primarily related to the write-down of the full value of the property. As a result of the $495,000 non-recurring impairment charges, the fair value of CNPC Fencemaker Millsite is $0 at July 31, 2013.

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FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2013 AND 2012

 

Note 12 – Subsequent Note

 

Asher Enterprises, Inc.

 

On August 7, 2013, the Company entered into a Secured Convertible Promissory Note agreement with Asher Enterprises, Inc, a Delaware corporation, an accredited investor, whereby Asher loaned the Company the aggregate principal amount of $53,000, less $3,000, for legal related costs, together with interest at the rate of eight percent (8%) per annum, until the maturity date of May 9, 2014.  On September 10, 2013, the Company entered into another Secured Convertible Promissory Note agreement with Asher Enterprises, Inc., a Delaware corporation, an accredited investor, whereby Asher loaned the Company the aggregate principal amount of $53,000, less $3,000, for legal related costs and $5,300 to a third party, together with interest at the rate of eight percent (8%) per annum, until the maturity date of June 12, 2014.

JMJ Financial.

 

On August 21, 2013, the Company entered into a Secured Convertible Promissory Note agreement with JMJ Financial, a Delaware corporation, an accredited investor, whereby JMJ Financial loaned the Company the aggregate principal amount of $50,000, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of August 21, 2014.  On September 04, 2013, the Company entered into another Secured Convertible Promissory Note agreement with JMJ Financial, an accredited investor, whereby JMJ Financial loaned the Company the aggregate principal amount of $25,000, together with interest at the rate of twelve percent (12%) per annum, until the maturity date of September 4, 2014.

LG Capital Funding, LLC

On September 12, 2013, the Company entered into an assignment agreement with LG Capital Funding, LLC (LG Capital), a New York corporation, and 136054 AB Limited (AB), whereby LG Capital agreed to purchase the entire $50,000 promissory note originally issued by the company to AB on October 31, 2012. As a result of the assignment agreement the Company entered into a convertible promissory note with LG Capital in the aggregate principal amount of $50,000, together with interest at the rate of five percent (5%) per annum, until the maturity date of June 12, 2014.  In addition, the Company entered into a Secured Convertible Promissory Note agreement with LG Capital, whereby LG Capital loaned the Company the aggregate principal amount of $77,000, less $2,000, for legal related costs, and $7,700 to a third party, together with interest at the rate of eight percent (8%) per annum, until the maturity date of June 12, 2014.

 

Tangiers Investor’s LP.

 

On October 9, 2013, the Company entered into a Secured Convertible Promissory Note agreement with Tangiers Investors, LP, a Delaware corporation, an accredited investor, whereby Tangiers agreed to acquire the April 19, 2013 Secured Convertible Promissory Note in the amount of $35,000 from Harbor Gates LLC. As a result of the exchange agreement the Company entered into a new note of $36,400 consisting of $35,000 in principle and $1,400 in interest from the original note together with interest at the rate of five percent (10%) per annum, until the maturity date of October 09, 2014.

On September 30, 2013, the Company issued 10,000,000 shares of restricted common stock to Daniel Crofoot and Chaowalit Pullapat as an incentive payment because the Company’s subsidiary, Central Nevada Processing Company’s was in default of timely loan payments for the Mill site property.

Subsequent to July 31, 2013 the Company issued a total of 46,296,516 shares directly related to debt conversions of increments totaling $217,453.

 

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

In the fiscal years ended July 31, 2013 and 2012, there have been no changes in the Company’s accounting policies, nor have there been any disagreements with our accountants.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of July 31, 2012, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of July 31, 2013.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of July 31, 2013, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.  In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of July 31, 2013:

1)

Lack of an independent audit committee or audit committee financial expert, and no independent directors.  We do not have any members of the Board who are independent directors and we do not have an audit committee.  These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

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2)

Inadequate staffing and supervision within our bookkeeping operations.  We have one consultant involved in bookkeeping functions, who provides two staff members.  The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

3)

Outsourcing of our accounting operations.  Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm.  The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management.  This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;

4)	Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

5)	Ineffective controls over period end financial disclosure and reporting processes.

Management's Remediation Initiatives

As of July 31, 2013, management assessed the effectiveness of our internal control over financial reporting.  Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting.  However, management believes these weaknesses did not have an effect on our financial results.  During the course of their evaluation, we did not discover any fraud involving management or any other personnel who played a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses.  We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so.  We will implement further controls as circumstances, cash flow, and working capital permits.  Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended July 31, 2013, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size.  Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization.   As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow; (3) We will incorporate a SEC reporting schedule, SEC and U.S. GAAP Reporting Checklists in our period end accounting and reporting process; and (4) we will provide continuing education related to US GAAP and SEC reporting topics for financial reporting team members. The policy also involves incorporating a review by our SEC attorney at Thompson Hine.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

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Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officer and Directors

Our officers and Directors and their ages and positions are as follows:

Name	Age	Position	Appointment
Don Nicholson	47	Director	Nov 29, 2010
Don Nicholson		CEO, President, Secretary	Jan 1, 2011
Mario Beckles	39	CFO, Treasurer	December 1, 2012
Robert Reynolds	59	Director	April 2, 2012
William Voaden		Director	April 1, 2013
John Rud (1)	72	Vice President Exploration	Mar 1, 2010 – Nov 1, 2011
John Hoak (2)	60	Director	May 3, 2010 – April 1, 2012

(1)	Mr Rud resigned as VP Exploration on November 1, 2011.

(2)	Mr Hoak’s appointment of director expired April 1, 2012 while Robert Reynolds was appointed in his place.

Mr. Don Nicholson, President, Secretary, Director

Mr. Nicholson has over 20 years of international experience in all phases of project development and management, including incubation, implementation and growth, covering several business sectors including manufacturing, resource extraction, education, construction, real estate, and high-technology. From December 2008 to date, Mr. Nicholson has been involved in the provision of consulting services to public and private companies in areas such as business development, operational guidance, and administrative. Previously, from April 2005 to December 2008, Mr. Nicholson was a director and officer of Terra Nostra Resources Corp., a US public company involved in the development of metals refining operations in China, where he was involved in various senior level management roles. From May 2002 to March 2005, Mr. Nicholson was the Vice President of Operations for a European bicycle manufacturer based in Greece, B-Tech SA, where he was responsible for logistics and production management, and business process re-engineering to further the technological evolution of the company. Mr. Nicholson graduated from the University of British Columbia in 1991 with a Bachelor of Commerce degree. Mr. Nicholson is presently an officer and director Pepper Rock Resources Corp, a US reporting issuer.

Mr. Mario A. Beckles, CFO & Treasurer

Mr. Beckles is a senior level accounting and financial management executive with more than 14 years of progressive experience in finance and accounting management involving both startups and global multibillion dollar organizations.  He began his career as an auditor with Deloitte and has subsequently held senior level accounting positions with companies such as Tyco International, Claire’s Stores Inc. and Investors Bank & Trust. Mr. Beckles has additional professional experience managing relationships with venture capital partners, private equity funds, accounting firms, law firms and banks. In these capacities he has directed financial infrastructure support including financial systems, procedures, personnel, and policies.  Mr. Beckles earned a BS in Accounting and Financial Management from Florida Southern College.  He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants

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Mr. Robert B. Reynolds Jr., Director

Mr. Reynolds had a 31-year career at the Ford Motor Company’s Buffalo Stamping Plant, where as a Journeyman Machine Repairman he headed-up repair projects that involved millions of dollars and required extensive planning and cost control methods. During this time, he was vigorously involved in the United Auto Workers (UAW) Union and at his retirement, Mr. Reynolds ended his union career as Vice President of UAW 897.  During his union involvement years, Mr. Reynolds participated in both local and national negotiations for the UAW.  Starting in 2002, Mr. Reynolds assumed the duties as the Buffalo Stamping Plant hourly coordinator of the “Ford Total Preventative Maintenance” program (FTPM) which included both, local and corporate accountability and responsibilities for all machine and building maintenance. In 2004, Mr. Reynolds was elected to the Hamburg Central School Board, thereby governing a $50 million dollar yearly school budget and actively pursued the State Education Department for enhancements for the school districts.  In 2006, Mr. Reynolds ran for and was elected to the Erie County Legislature and in 2007, retired from Ford Motor Company. As a County Legislator, he was nominated to the chairmanship of the finance and management committee where he administered the county’s $1 billion plus budget for the next 4 years.  In addition, during his time in the legislature, Mr. Reynolds also served on the Cornell Cooperative Extension Board of Directors and the Erie County Soil, Water and Conservation Board of Directors. His major role was overseeing their million dollar budgets and the future planning and expansion for the organizations.  Mr. Reynolds also served as chairman of the Erie County Farmland Protection Board and was appointed to the New York State Governor’s Agricultural Advisory Council in 2008.  Since 1999, he has served as Vice President of United Council Taxpayers Association and recently became Secretary of the Scranton/McKinley Taxpayers Association both, non-profit organizations in the Buffalo, NY area.  Mr. Reynolds graduated from Genesse Community College in 1974 with an Associate of Science degree.  M r. Reynolds was employed with Board of Elections for the County of Erie from February 2011 through to his retirement there on July 2013.  Mr. Reynolds does not presently serve as a director for any other public companies.

Mr. William Voaden, Director

Mr. William Voaden’s 40 year career most recently encompassed, from Aug 2009 to Dec 2012, the position of Chief Executive Officer at Pan Pacific Aggregates PLC, where he successfully brought a dormant hard rock quarry back into operation and positive cash flows during his tenure. From Sep 2002 to Aug 2010, Mr. Voaden was the Managing Director of VSA Capital PLC, a commodities equity brokerage house in London.  In that role, he developed VSA into one of the leading small cap natural resources corporate finance houses, raising up to $100m for clients in Europe and Canada, as well as advised on IPOs for London and Oslo markets, and counselled on  corporate transactions (mergers and acquisitions, disposals and restructuring).   From Jan 1997 to Sep 2004, Mr. Voaden served as the Managing Director for VSL, a British advisory firm on asset management and development for international industrial minerals, building materials and waste management clients.  Through his expertise, Mr. Voaden took VSL from a start-up to a flourishing business with four office locations.  From Oct 1989 to Aug 1996, Mr. Voaden became a partner with GVA Grimley, an international real estate consultant firm where he set up a minerals and environmental department that was recognized as a leader in its sector.  Additional prior employment included an extended time at English China Clays PLC (now, Imerys).  Mr. Voaden’s professional qualifications include:  Qualified as a Chartered Surveyor, undertook ACCA accountant’s exams; FSA authorized corporate finance adviser; Fellow of the Institute of Quarrying, and; Member of the Institute of Waste Management.

Mr. John Rud, Former Vice President Exploration

John Rud has amassed over 50 years of experience in identifying, exploring and processing a wide variety of mineral deposits. Mr. Rud holds a Bachelor of Science degree and a Master of Science degree in Geology from the University of Oregon. For the past five years, he has concentrated on uranium properties and production. His lifelong experience in all aspects of putting mining properties in production makes him a unique Company resource.

Formerly employed at AZCO Mica, Inc., where he served as a marketing director, Mr. Rud was responsible for the design and construction of a wet-ground mica plant. Along with hiring all personnel and contractors, he oversaw equipment procurement and supervised all corporate marketing activities.

Mr. Rud is also the former president and director of Gentry Steel Inc., a position that required him to govern day-to-day operations of the public listed company. The corporation is presently completing the mine permitting, the purchasing of land for the processing plant, and procuring the mining and processing equipment for a 30-million pound per year high-grade iron oxide pigment operation. A brief summary of Mr. Rud's recent mine development experience is as follows:

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·

Marketing Director (AZCO Mica, Inc.) Responsible for the design and construction of a wet ground mica plant. Hired all personnel and contractors. Procurement of equipment. Supervised all marketing activities regarding the wet ground mica product. Mill currently in operation and producing a wet ground mica product.

·

President/Director (Gentry Steel Inc.) Responsible for managing the day-to-day operations of the public company. Company is presently completing the mine permitting, purchasing land for the processing plant, and procuring the mining and processing equipment for a 30 million pound per year high-grade iron oxide pigment operation.

·	President/Geologist (Aimco Consolidated) Supervised geological mapping of the Gentry Iron Ore Deposit. Supervised Core drilling program to delineated ore reserves. Completed a feasibility program to determine the economic merits of the iron ore deposit.

·	Geologist Located and evaluated a porphyry copper deposit in the Picacho Mountain, Pinal County, AZ. Leased property to Cyprus Metals Corporation.

·	Geological Consultant Designed and constructed a 24 TPD portable column flotation plant. The portable plant was equipped with fine ore feeder, grinding circuit, computer controlled flotation column, drying and bagging facilities.

John Hoak, Former Director

Mr. Hoak has 30 years of diversified experience in construction, oil & gas and minerals development and underground mining and drilling operations.  He is a founder, Chief Executive Officer and Executive Director of New Era Petroleum, LLC of Sheridan, Wyoming. He was a founder and Executive Director of Rock Well Petroleum, serving as Chief Operating Officer and then as Chief Executive Officer. He was Managing Partner of Mine Management Services, LLC, in Bozeman, Montana; Vice President, Operations of Oil Recovery Enhancement LLC, Bozeman, Montana; Managing Partner of the Jardine Group LLC, Gardiner, Montana; Senior Operations & Environmental Officer and Mine General Manager at the Mineral Hill Mine, Jardine, Montana. Mr. Hoak received a B.Sc in Environmental studies (Magna Cum Laude, Departmental Research Honors) from Allegheny College in Meadville, Pennsylvania.

Committees of the Board of Directors

To date, our Board of Directors has not established a nominating and governance committee, a compensation committee, nor an audit committee

 

Code of Ethics

We currently do not have a Code of Ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

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Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending July 31, 2013, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act:

Name	Reporting Person	Form 3/# of transactions	Form 4/# of transactions	Form 5/# of transactions
John Hoak	Director	1	1	-
John Rud	Vice President, Exploration	1	1	-
Don Nicholson	CEO, President and Director	1	1	-

ITEM 11.  EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons during the fiscal period ended July 31, 2013 and 2012 are set out in the summary compensation table below:

·	our Chief Executive Officer (Principal Executive Officer);

·	our Chief Financial Officer (Principal Financial Officer);

·	each of our three most highly compensated executive officers, other than the Principal Executive Officer and the Principal Financial Officer, who were serving as executive officers at the end of the fiscal year ended July 31, 2011;

·	up to two additional individuals for whom disclosure would have been provided under the item above but for the fact that the individual was not serving as our executive officer at the end of the fiscal year ended July 31, 2011;

(Collectively, the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE
Name	Fiscal Year Ended July 31,		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Don Nicholson	2013			60,000				0			$	10,000				0				0				0				0			$	70,000
Bob Reynolds (3)	2013			60,000				0			$	9,800				0				0				0				0			$	69,800
Mario Beckles	2013			60,000				0			$	9,650				0				0				0				0			$	69,650
Don Nicholson   (1)	2012		$	36,000				0			$	375,000				0				0				0				0			$	411,000
John Rud (2)	2012			0				0			$	16,048				0				0				0				0			$	16,048

(1)

Mr.Nicholson has been our Principal Executive and Financial Officer since January 1, 2011.  Mr. Nicholson’s services are provided to the Company through an Executive Services contract with LTV International Holdings Ltd, therefore Mr. Nicholson is not directly compensated by the Company.  According to the terms of the contract, in order to obtain and retain the provision of these services, an amount of $2,500 / month is payable, and a one-time issuance of 5,000,000 shares to LTV International or assigns was required (issued July 15, 2011). On December 1, 2012, the Company entered into a new consulting agreement with LTV to provide management services to the Company over a one year period. The terms of which require a monthly fee of $5,000 payable to LTV. Mr. Don Nicholson is the designated service provider under the agreement with LTV.

(2)

John Rud has held the position of Vice President, Exploration, since Mar 1, 2010.  As part of Mr. Rud’s consulting contract commencing March 1, 2010, and as extended for a further year on Mar 1, 2011, he was issued a total of 500,000 shares, of which the earned value has been included in the above table, with a total of 145,889 remaining to be earned up to the expiry of the contract on February 28, 2012. Mr. Rud retired on November 1, 2011

(3)

Robert Reynolds has held the position of director, since April 2, 2012.  As part of Mr. Reynolds consulting contract commencing April 1, 2012, he was issued a total of 250,000 shares, of which the earned value has been included in the above table, with a total of $7,687  remaining to be earned up to the expiry of the contract on April 1, 2013.

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Outstanding Equity Awards at Fiscal Year-End

 

None

Option Grants and Exercises

There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above.

Employment Agreements

We have not entered into employment agreements with our Directors and officers.

In order to undertake the operations of the Company, the Company has entered into consulting agreements with individuals to provide required services to the Company, with the particulars as follows.

·

On March 1, 2010, the Company entered into a consulting agreement with Mr. John Rud, wherein Mr. Rud has agreed to provide, among other things, consulting services to the Company for a period of 12 months.  By mutual consent, this agreement was extended for an additional year under the same terms and conditions.

·	On May 3, 2010, we entered into a consulting agreement with Mr. John Hoak, wherein Mr. Hoak has agreed to provide, among other things, consulting services to the Company. The agreement was effective March 24, 2010 and continues to March 24, 2012. Mr. Hoak has resigned as a director in March 2012.

·

On December 4, 2009, Mr. Glynn Garner was appointed President, Secretary, Treasurer, and a member of the board of directors of the Company.  Mr. Garner did not enter into any formal employment or consulting agreement at the time.  Mr. Garner resigned all of his officer and director positions on December 28, 2010, effective January 1, 2011.

·

On November 29, 2010, Mr. Don Nicholson was appointed as a member of the board of directors of the Company, and on December 28, 2010, effective January 1, 2011, Mr. Nicholson was appointed Chief Executive Officer, President, and Secretary-Treasurer.   The services of Mr. Nicholson are provided to the Company under an agreement entered into on July 2, 2011, effective November 15, 2010.

·

On April 1, 2012, the Company entered into a consulting agreement with Mr. Robert Reynolds, wherein Mr. Reynolds has agreed to provide, among other things, consulting services to the Company for a period of 12 months.  Mr. Reynolds was appointed as a member of the board of directors of the Company on April 2, 2012.

Compensation of Directors

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				All Other Compensation ($)				Total ($)
Don Nicholson (1)			-0-				-0-				-0-				-0-				-0-
Robert Reynolds (2)			-0-			$	11,500				-0-				-0-			$	11,500
William Voaden			-0-				-0-				-0-				-0-				-0-
John Hoak (3)		$	15,000			$	48,493				-0-				-0-			$	63,492

1.

Mr. Nicholson was appointed a director of the Company on November 29, 2010.  Please refer to the above Summary Compensation Table for amounts indirectly associated with Mr. Nicholson, for which a delineation between executive and director services is not made, therefore all costs are covered in the Executive Compensation.

2.

Mr. Reynolds has held the position of director, since April 2, 2012.  As part of Mr. Reynolds consulting contract commencing April 1, 2012, he was issued a total of 250,000 shares, of which the earned value has been included in the above table, with a total of $7,687 remaining to be earned up to the expiry of the contract on April 1, 2013.

3.

Mr. Hoak was appointed a director of the Company on May 3, 2010, effective March 24, 2010, and as part of a consulting agreement entered into for the provision of services, including that of acting as a director, Mr. Hoak was issued, in total, 500,000 shares, and was entitled to earn $2,500 / month.  Note that the compensation expense for the stock issuance is calculated based on the services provided during the current fiscal year and the fair market value of the shares issued.  Monthly compensation has been accrued but not paid.  Mr. Hoak resigned as a director on April 1, 2012.

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During the most recent fiscal year, no directors were provided any compensation except as noted above or under Summary Compensation.

The Company has made no arrangements for the cash remuneration of its directors except as noted above, and to the extent that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf. No further remuneration has been paid to the Company’s directors for services to date, other than the stock awards granted as disclosed in the table above.

Compensation Committee

We do not currently have a compensation committee. The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer. For all other executive compensation contracts, the Principal Executive Officer negotiates and approves the contracts and compensation.

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

The table below sets forth the number and percentage of shares of our common stock owned as of November 13, 2013, by the following persons: (i) stockholders known to us who own 5% or more of our outstanding shares, (ii) each of our current Directors, and (iii) our officers and Directors as a group.  Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.

 

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common Stock	Glyn Garner	43,200,000	8.26%
Common Stock	Robert Reynolds	3,265,625	0.62%
Common Stock	Group8 Mining Innovations	83,000,000	15.87%
All officers / directors a Group (2)		30,932,292	5.91%

(1)	Based on 523,048,941   shares of our common stock outstanding.

(2)	Group8 Mining Innovations is 100% owned by Sanning Management Ltd., which firm is 33.34% owned by the spouse of Mr. Nicholson, a director/officer, is considered an indirect beneficial owner, therefore 27,666,667 shares are attributed to director/officer ownership in this calculation.

Changes in Control

There are no existing arrangements that may result in a change in control of our company.

Securities authorized for issuance under equity compensation plans.

None

 

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

We have not entered into any transaction since the last fiscal year nor are there any proposed transactions that exceed one percent of the average of our total assets at year end for the last three completed fiscal years in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the year ended July 31, 2013, De Joya Griffith, LLC, billed us for $16,500 in audit fees

Review Fees

De Joya Griffith, LLC, billed us $17,000 for reviews of our quarterly financial statements in 2013 that are not reported under Audit Fees above.

Tax and All Other Fees

 

We paid De Joya Griffith, LLC $4,800 for tax compliance, tax advice, tax planning or other work during our fiscal years ended July 31 2007 through 2012.

Pre-Approval Policies and Procedures

We have implemented pre-approval policies and procedures related to the provision of audit and non-audit services.  Under these procedures, our board of directors pre-approves all services to be provided by De Joya Griffith, LLC and the estimated fees related to these services.

 

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PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

	#		Exhibit	Reference
	3.1		Articles of Incorporation.	Incorporated by reference to Registration Statement on Form SB-2 filed with the SEC on Nov 13, 2007
	3.2		Bylaws.	Incorporated by reference to Registration Statement on Form SB-2 filed with the SEC on Nov 13, 2007
	10.1		Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and Quuibus Technology Inc.	Incorporated by reference to Form 8-K filed with the SEC on January 21, 2010.
	10.2		Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and Quuibus Technology Inc.	Incorporated by reference to Form 8-K filed with the SEC on January 21, 2010.
	10.3		Consulting Agreement between First Liberty and John Rud dated March 1, 2010	Incorporated by reference to Form 10-K/A3 filed with the SEC on November 14, 2011
	10.4		Unsecured promissory notes in the amount of $200,000 and $50,000 dated December 24, 2009  and March 15, 2010 respectively	Incorporated by reference to Form 10-K/A3 filed with the SEC on November 14, 2011
	10.5		Consulting Agreement between First Liberty and John H. Hoak dated May 3, 2010	Incorporated by reference to Form 8-K filed with the SEC on August 4, 2010.
	10.6		Property assignment and acquisition agreement between First Liberty, GeoXplor and New America dated February 3, 2011	Incorporated by reference to Form 8-K filed with the SEC on February 7, 2011
	10.7		Extension agreement between First Liberty, GeoXplor Corp. And New America Energy Corp. dated effective May 31, 2011	Incorporate by reference to Form 8-K filed with the SEC on August 4, 2011
	10.8		Consulting Agreement dated effective November 15, 2010 between LTV International Holdings and First Liberty dated July 2, 2011.	Incorporated by reference to Form 10-K filed with the SEC on November 15, 2011
	10.9		Letter of Agreement dated effective December 15, 2011, between GeoXplor and the Company	Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
	10.10		Loan Conversion Agreement dated effective December 23, 2011 between the Company and lender	Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
	10.11		Note Purchase Agreement dated February 23, 2012 between the Company and lender	Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
	10.12		Secured Convertible Promissory Note #1 dated February 23, 2012 between the Company and lender	Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
	10.13		Security Agreement for Note #1 dated February 23, 2012 between the Company and lender	Incorporated by reference to Form 10-Q filed with the SEC on March 16, 2012.
	10.14		Consulting Agreement dated effective April 1, 2012 between First Liberty and Mr. Robert Reynolds	Incorporated by reference to Form 8-K filed with the SEC on April 17, 2012.
	10.15		Purchase Agreement dated May 31, 2012, effective March 15, 2012, between GeoXplor Corp. and the Compan.	Incorporated by reference to Form 8-K filed with the SEC on June 4, 2012.  Confirm 10-Q/a
	10.16		Purchase Agreement dated Aug 19, 2012, between Group8 Mining Innovations, Group8 Minerals, and the Company	Incorporate by reference to Form 8-K filed with the SEC on August 28, 2012.
	31.1		Section 302 Certification - Principal Executive Officer	Filed herewith
	31.2		Section 302 Certification - Principal Financial Officer	Filed herewith
	32.1		Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.SCH			XBRL Taxonomy Extension Schema Document	To be filed by Amendment
101.INS			XBRL Taxonomy Extension Instance Document	To be filed by Amendment
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document	To be filed by Amendment
101.LAB			XBRL Taxonomy Extension Label Linkbase Document	To be filed by Amendment
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document	To be filed by Amendment
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document	To be filed by Amendment

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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.

			FIRST LIBERTY POWER CORP.
Date:	November 13, 2013	By:	/s/ Don Nicholson
		Name:	Don Nicholson
		Title:	President, Director (Principal Executive Officer)

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

Date:	November 13, 2013	By:	/s/ Mario Beckles
		Name:	Mario Beckles
		Title:	CFO and Treasurer, (Principal Financial and Accounting Officer)
Date:	November 13, 2013	By:	/s/ Robert B. Reynolds
		Name:	Robert B. Reynolds Jr.
		Title:	Director
Date:	November 13, 2013	By:	/s/  William J. Voaden
		Name:	William J. Voaden
		Title:	Director

 

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