Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2013
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER 000-54004
AMERICAN LIBERTY PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0599151
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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4900 California Ave, Tower B-210
Bakersfield, CA 93309
(Address of principal executive offices)
(661) 377-2911
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of June 5, 2013, there were 107,389,051shares of the registrant’s common stock, $0.00001 par value, issued and outstanding.
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Page
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PART I
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FINANCIAL INFORMATION
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3
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3
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4
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5
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6
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8
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10
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10
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PART II
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OTHER INFORMATION
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11
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11
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11
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11
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11
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12
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12
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EX-31.1
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EX-31.2
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EX-32.1
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13
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-2-
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN LIBERTY PETROLEUM CORP.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
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April 30,
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October 31,
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||||||
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2013
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2012
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ASSETS
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(Unaudited)
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|||||||
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Current Assets
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Cash
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$
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63,001
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$
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274,244
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Other receivable – related party
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21,124
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-
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Prepaid assets
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16,774
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21,554
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Total current assets
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100,899
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295,798
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Total assets
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$
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100,899
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$
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295,798
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LIABILITIES AND SHAREHOLDERS' EQUITY
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||||||||
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Current Liabilities
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||||||||
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Accounts payable and accrued liabilities
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$
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10,428
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$
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16,789
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Total current liabilities
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10,428
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16,789
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Total liabilities
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10,428
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16,789
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Commitments
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SHAREHOLDERS' EQUITY
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Common Stock, $0.00001 par value, 450,000,000 authorized; 107,239,051 and 105,912,580 issued and outstanding at April 30, 2013 and October 31, 2012, respectively
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1,073
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1,059
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Additional paid in capital
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3,109,114
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3,105,597
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Deficit accumulated during the exploration stage
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(3,019,716)
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(2,827,647)
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Total shareholders' equity
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90,471
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279,009
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Total liabilities and shareholders' equity
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$
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100,899
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$
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295,798
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The accompanying notes form an integral part of these financial statements
-3-
AMERICAN LIBERTY PETROLEUM CORP.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED APRIL 30, 2013 AND 2012 AND PERIOD
FROM OCTOBER 16, 2008 (INCEPTION) THROUGH APRIL 30, 2013
(Unaudited)
| Inception | ||||||||||||||||||
| Three Months Ended | Six Months Ended | Through | ||||||||||||||||
| April 30, | April 30, | April 30, | ||||||||||||||||
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2013
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2012
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2013
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2012 |
2013
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Operating expenses
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||||||||||||||||||
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General and administrative
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$
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99,807
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$
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186,406
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$
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192,069
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$
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311,111
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$
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1,587,635
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||||||||
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Loss on disposition of oil and gas properties
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—
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—
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—
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—
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1,423,439
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|||||||||||||
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Loss from Operations
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(99,807
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) |
(186,406
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)
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(192,069
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)
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(311,111
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)
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(3,011,074
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)
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Interest (expense)/ income, net
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—
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—
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—
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376
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(8,642
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)
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Net loss
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$
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(99,807
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) |
$
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(186,406
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)
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$
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(192,069
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)
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$
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(310,735
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)
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$
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(3,019,716
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)
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Net loss per share:
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Basic and diluted
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$
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(0.00
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) |
$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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Weighted average shares outstanding:
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||||||||||||||||||
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Basic and diluted
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107,239,051
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105,479,151
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106,900,452
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105,139,022
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The accompanying notes form an integral part of these financial statements
-4-
AMERICAN LIBERTY PETROLEUM CORP.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED APRIL 30, 2013 AND 2012 AND PERIOD
FROM OCTOBER 16, 2008 (INCEPTION) THROUGH APRIL 30, 2013
(Unaudited)
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Inception
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|||||||||||
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Six Months Ended
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Through
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April 30,
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April 30,
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2013
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2012
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(192,069)
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$
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(310,735)
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$
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(3,019,716)
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||||||
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Adjustment to reconcile net loss to net cash used in operating activities
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||||||||||||
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Donated consulting services and expenses
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—
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—
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6,500
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Loss on disposition of oil and gas properties
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—
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—
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1,423,439
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Changes in:
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Other receivable – related party
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(21,124)
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—
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(21,124)
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Prepaid assets
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8,311
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279,394
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283,478
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Accounts payable and accrued liabilities
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(6,361)
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24,081
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20,316
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NET CASH USED IN OPERATING ACTIVITIES
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(211,243)
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(7,260
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)
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(1,307,107)
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Note receivable
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—
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(376)
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(19,900)
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Capital expenditures
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—
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(183,299)
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(1,100,492)
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NET CASH USED IN INVESTING ACTIVITIES
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—
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(183,675)
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(1,120,392)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from the sale of common stock
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—
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400,000
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1,905,500
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Proceeds from notes payable - related party
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—
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—
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585,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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—
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400,000
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2,490,500
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NET CHANGE IN CASH
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(211,243)
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209,065
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63,001
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Cash, beginning of period
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274,244
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37,259
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—
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Cash, end of period
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$
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63,001
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$
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246,324
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$
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63,001
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash paid for interest
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$
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—
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$
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—
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$
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—
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||||||
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Cash paid for income taxes
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$
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—
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$
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—
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$
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—
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||||||
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Non cash transactions:
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Common stock issued for prepaid asset
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$
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3,530
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$
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177,000
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$
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301,229
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Common stock and warrants issued to convert notes payable and accrued interest
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$
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—
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$
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—
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$
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594,886
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Common stock and warrants issued for oil and gas leases
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$
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—
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$
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—
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$
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302,069
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||||||
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Notes receivable applied to oil and gas properties
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$
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—
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$
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—
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$
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19,900
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The accompanying notes form an integral part of these financial statements
-5-
AMERICAN LIBERTY PETROLEUM CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2013
(Unaudited)
Note 1 – Basis of Presentation
The accompanying unaudited interim financial statements of American Liberty Petroleum Corp., a Nevada corporation (“ALP” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, these financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of April 30, 2013 and for all interim periods presented herein have been reflected in these financial statements and the notes thereto. Interim results for the three and six months ended April 30, 2013 are not necessarily indicative of the results to be expected for the fiscal year as a whole. These financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2012.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “ALP” and “the Company” shall mean American Liberty Petroleum Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. Dollars unless otherwise stated.
Note 2 – Related Party Transactions
Beginning in February 2010, the Company agreed to pay director fees of $8,500 per month to Diamante Services Ltd. in exchange for Mr. Vollmers’ services as director of the Company. As of April 30, 2013, Mr. Vollmers was overpaid $21,124 in director’s fees. This balance is being shown as other receivable – related party on the balance sheet. The overpayment was settled in May 2013 when he was awarded his director’s fee.
During the three and six months ended April 30, 2013, Mr. Vollmers paid certain Company expenses in the amount of $8,500 and $24,018, respectively, which were reimbursed by the Company during the period ended April 30, 2013.
Note 3 – Common Stock
On June 28, 2012, the Company completed a private placement of 1,176,471 Units to New World consisting of one share of the Company’s Common Stock and a warrant to purchase one share of the Company’s Common Stock at a price of $0.27 per share for a period of three years from the date of issuance of the Units. Gross proceeds from the sale of the Units were $200,000. The relative fair market value of the warrant on the date of issuance was $93,500. These shares were issued December 2012.
On December 28, 2012, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The fair market value of the shares on the grant date was $2,000.
On December 28, 2012, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The aggregate fair market value of those shares was $6,000 on the grant date. These shares were authorized for issuance during the year ended October 31, 2012.
On June 3, 2013, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. These shares were due on April 12, 2013(grant date). The aggregate fair market value of those shares was $1,530 on the grant date.
None of the securities issued in the above referenced transactions are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, accordingly, will be subject to all applicable restrictions on sale under such laws.
Note 4 – Commitments
The Company entered into a Letter of Agreement with Andrew J. Barwicki dated July 15, 2011 (the “Barwicki Agreement”). The agreement was terminated in January 2013.
-6-
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2013
(Unaudited)
Note 5 – Going Concern
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through private placements, public offerings and/or bank financings necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financings are insufficient to support the Company’s working capital requirements, the Company will have to raise additional working capital from alternative financing sources. No assurance can be given that alternative financing will be available, or if available, will be available on terms acceptable to the Company. If adequate working capital is not available, then the Company may not be able to continue its operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 6 – Subsequent Events
On June 3, 2013, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The aggregate fair market value of those shares was $1,530 on the date of grant.
On June 3, 2013, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The fair market value of the shares on the grant date was $1,000.
-7-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements”. These forward-looking statements, which may be identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. The Company’s forward-looking statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under Item 1A.“Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2012. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company cautions readers not to place undue reliance upon any forward-looking statement contained in this Quarterly Report. Forward-looking statements speak only as of the date they were made and the Company assumes no obligation to update or revise any such statements upon any change in applicable circumstances.
OVERVIEW
The Company was incorporated on October 16, 2008 in the State of Nevada as “Oreon Rental Corporation”. At the time of its incorporation, the management of the Company intended to operate electronics rental stores in Ternopil and other similar cities throughout Ukraine. However, at the time of its incorporation and its initial public offering of common stock in October 2008, the Company did not own any such stores, nor did it have any ongoing business operations. The Company underwent a change in management in January 2010. Following the change in management, the Company decided not to proceed with its original plan of operations and to shift its business focus to that of an independent oil and gas company engaged in the acquisition, drilling and production of oil and natural gas properties and prospects. The Company anticipates implementing this new business focus by pursuing interests in oil and natural gas properties by acquiring leases, such as the Original Leases and the Cortez Lease described below. The Company plans to act as a non-operator, which means the Company will not directly manage exploration, drilling or development activities but instead will seek joint ventures with oil and gas companies that have exploration, development and drilling expertise.
Sale of Oil and Gas Properties
During 2012, the Company has undertaken negotiations to sell its ownership interest in its Cortez and Gabbs leases to Desert Discoveries in exchange for a 2% overriding royalty interest in the lease should there be any future revenues derived from the property. The Company had determined that it did not wish to continue funding this project, as it is not sure if the project will be economically viable in the future. At this time, the Company cannot assign a value on these leases, as there is insufficient information to be able to do so. Accordingly, in October 2012, the Company completely wrote off the value of the property. The amount written off was $1,423,439.
PLAN OF OPERATION
Limited Operating History; Need for Additional Capital
There is no meaningful historical financial information about us upon which to base an evaluation of our performance. We are in exploration stage operations and have not yet generated any revenues. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.
We are seeking additional equity financing in order to obtain the capital required to continue operating our business. In February 2012, the Company issued 300,000 Units in a private placement, for total proceeds of $150,000. In April 2012, the Company issued 198,413 Units in a private placement, for total proceeds of $250,000. In June 2012, the Company issued 1,176,471 Units in a private placement for total proceeds of $200,000. The proceeds were used for general operating expenses of the Company. In December 28, 2012, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The fair market value of the shares on the grant date was $2,000. On December 28, 2012, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The aggregate fair market value of those shares was $6,000 on the date of grant. These shares were authorized for issuance during the year ended October 31, 2012. See Note 3 to the Financial Statements.
-8-
As of April 30, 2013, we had cash on hand of $63,001. We will require additional financing to sustain our business operations. We currently do not have any binding arrangements for any third party to provide us additional financing, and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors that we do not control. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
RESULTS OF OPERATIONS
Revenue
We have not earned any revenues to date. We do not anticipate earning substantial revenues from our royalty interest in the foreseeable future.
Operating Expenses
Our operating expenses for the three months ended April 30, 2013 and 2012 consisted of the following:
|
Three Months Ended
April 30,
|
||||||||
|
2013
|
2012
|
|||||||
|
General and Administrative Expenses
|
$
|
99,807
|
$
|
186,406
|
||||
|
Total General and Administrative Expenses
|
$
|
99,807
|
$
|
186,406
|
||||
General and administrative expenses during the three months ended April 30, 2013 consisted primarily of accounting expenses of $29,504, director fees of $25,500, investor relations expenses of $10,500, oil leases of $17,173, consulting fees of $6,000, legal fees of $3,071 and share-based compensation of $3,462. General and administrative expenses during the three months ended April 30, 2012 consisted primarily of consulting fees of $35,000, accounting expenses of $24,113, director fees of $25,000, investor relations expenses of $15,040, legal fees of $15,173, website design expenses of $6,983 and share-based compensation of $54,751. General and administrative expenses decreased in 2013 by $86,599 compared to the prior year, primarily due to a reduction in share-based compensation costs of $51,289, consulting fees of $29,000, legal fees of $12,102, website design expenses of $6,735 and investor relations expenses of $4,540, offset by a $17,173 payment for an oil lease rental and an increase in accounting costs of $5,391.
Our operating expenses for the six months ended April 30, 2013 and 2012 consisted of the following:
|
Six Months Ended
April 30,
|
||||||||
|
2013
|
2012
|
|||||||
|
General and Administrative Expenses
|
$
|
192,069
|
$
|
311,111
|
||||
|
Total General and Administrative Expenses
|
$
|
192,069
|
$
|
311,111
|
||||
General and administrative expenses during the six months ended April 30, 2013 consisted primarily of accounting expenses of $55,815, director fees of $50,500, investor relations expenses of $24,062, oil leases of $17,173, legal fees of $15,528, consulting fees of $6,000, rent expense of $3,237 and share-based compensation of $13,962. General and administrative expenses during the six months ended April 30, 2012 consisted primarily of accounting expenses of $39,466, director fees of $51,000, SEC filing costs of $13,088, rent of $3,796, legal fees of $23,197, share based compensation expenses of $92,392, consulting fees of $35,000, investor relations expenses of $30,165, website design expenses of $10,285. General and administrative expenses decreased in 2013 by $119,042 compared to the prior year, primarily due to a reduction in share-based compensation costs of $78,430, consulting fees of $29,000, SEC filing fees of $11,927, website design expenses of $8,993, legal fees of $7,669 and investor relations expenses of $6,103, offset by a $17,173 payment for an oil lease rental and an increase in accounting costs of $16,349.
-9-
LIQUIDITY AND CAPITAL RESOURCES
|
Working Capital
|
||||||||
|
At April 30,
2013
|
At October
31, 2012
|
|||||||
|
Current Assets
|
$
|
100,899
|
$
|
295,798
|
||||
|
Current Liabilities
|
(10,428
|
)
|
(16,789
|
)
|
||||
|
Working Capital
|
$
|
90,471
|
$
|
279,009
|
||||
|
Cash Flows
|
||||||||
|
Six Months Ended
April 30,
|
||||||||
|
2013
|
2012
|
|||||||
|
Cash Flows Used in Operating Activities
|
$
|
(211,243)
|
$
|
(7,260
|
)
|
|||
|
Cash Flows Used in Investing Activities
|
—
|
(183,675
|
)
|
|||||
|
Cash Flows Provided by Financing Activities
|
—
|
400,000
|
||||||
|
Net Change In Cash During Period
|
$
|
(211,243)
|
$
|
209,065
|
||||
Working capital decreased by $188,538, primarily as the result of a reduction in prepaid assets from the issuance of shares related to share-based compensation. Our cash balance decreased during the period ended April 30, 2013, primarily as a result of payments to vendors.
Future Financings
As a result, as of the date of this Quarterly Report, we will have sufficient cash on hand to meet our anticipated expenses for the next quarter. We do not anticipate earning revenue in the foreseeable future, and we do not expect sufficient debt financing to be available to us at this stage of our development. As such, we expect that we will need to rely on our ability to consummate new equity financings in order to fund our future operations. Issuances of additional shares of our capital stock (or securities that may be convertible into or exercisable for those shares) will result in the dilution of the interests of our existing stockholders.
There are no assurances that we will be able to obtain sufficient financing if and when required.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are disclosed in the notes to our audited financial statements for the year ended October 31, 2012 included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2012.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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Limitations on the Effectiveness of Controls
Our management, including our President, Secretary and Treasurer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.
ITEM 1A. RISK FACTORS.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 28, 2012, the Company completed a private placement of 1,176,471 Units to New World consisting of one share of the Company’s Common Stock and a warrant to purchase one share of the Company’s Common Stock at a price of $0.27 per share for a period of three years from the date of issuance of the Units. Gross proceeds from the sale of the Units were $200,000. The relative fair market value of the warrant on the date of issuance was $93,500. These shares were issued in December 2012.
On December 28, 2012, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The shares of Common Stock issued to Mr. Melland and Mr. Pekarek will not be registered under the Securities Act or any state securities laws. Such shares will be issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act and, accordingly, will be subject to all applicable restrictions on sale under federal and state securities laws. After the issuance in December 2012, Mr. Melland owned an aggregate of 50,000 shares of Common Stock and Dr. Pekarek owned an aggregate of 100,000 shares.
On December 28, 2012, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The aggregate fair market value of those shares was $6,000 on the date of grant. These shares were authorized for issuance during the year ended October 31, 2012. After the issuance, Mr. Ramirez owned an aggregate of 200,000 shares of Common Stock.
On June 3, 2013, the Company issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The shares of Common Stock issued to Mr. Melland and Mr. Pekarek will not be registered under the Securities Act or any state securities laws. Such shares will be issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act and, accordingly, will be subject to all applicable restrictions on sale under federal and state securities laws. After the issuance in June 2013, Mr. Melland owned an aggregate of 50,000 shares of Common Stock and Dr. Pekarek owned an aggregate of 125,000 shares (see Note 6 - Subsequent Events).
On June 3, 2013, the Company issued 100,000 shares of Common Stock to Vincent R. Ramirez, as compensation for consulting services. The aggregate fair market value of those shares was $1,530 on the date of grant. These shares were authorized for issuance during the year ended October 31, 2012. After the issuance, Mr. Ramirez owned an aggregate of 300,000 shares of Common Stock (see Note 6 - Subsequent Events).
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Neither the Units, nor the shares of Common Stock and Warrants comprising the Units, were registered under the Securities Act. The private placement was completed in reliance upon an exemption from registration pursuant to Regulation S promulgated under the Securities Act. New World has represented to the Company that it is not a “U.S. person” as defined in Regulation S and that it is acquiring the securities issued by the Company for investment purposes only and not with a view towards distribution.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS.
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Number
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Description of Exhibits
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31.1
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||
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31.2
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||
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32.1
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||
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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|
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase
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|
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase
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|
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase
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|
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase
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Pursuant to the requirements 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.
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AMERICAN LIBERTY PETROLEUM CORP.
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||||
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Date:
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June 14, 2013
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By:
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/s/ Alvaro Vollmers
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ALVARO VOLLMERS
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||||
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President, Secretary and Treasurer
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||||
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(Principal Executive Officer
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||||
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and Principal Accounting Officer)
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