First Liberty Power Corp - FORM 10-Q

Attached files

file	filename
EX-31.2 - CERTIFICATION - First Liberty Power Corp	ex312.htm
EX-32.2 - CERTIFICATION - First Liberty Power Corp	ex322.htm
EX-31.1 - CERTIFICATION - First Liberty Power Corp	ex311.htm
EX-32.1 - CERTIFICATION - First Liberty Power Corp	ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

	For the quarterly period ended October 31, 2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-52928
Commission File Number

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

Nevada	90-0748351
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7251 W. Lake Mead Blvd, Suite 300, Las Vegas, NV	89128
(Address of principal executive offices)	(Zip Code)

(702) 675-8198
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 [ ] 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.

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [ X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

552,762,598 share of common stock issued and outstanding as of December 19, 2013.

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

FIRST LIBERTY POWER CORP

TABLE OF CONTENTS

		Page
	PART I – Financial Information
Item 1.	Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9

	PART II – Other Information
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	12
	Signatures	13

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited Consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended October 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2014. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2013.

	Page
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets	F -1
Consolidated Statements of Operations and Comprehensive Loss	F -2
Consolidated Statements of Cash Flows	F -3
Notes to Consolidated Financial Statements	F-4 to F-13

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	October 31, 2013			July 31, 2013
ASSETS
CURRENT ASSETS:
Cash in bank	$	24,765		$	5,262
Prepaid expense		5,000			-
Available for sale securities		3,050			3,050
Unamortized financing fees		87,562			57,257
Total current assets		120,377			65,569

PROPERTY & EQUIPMENT:
Property & equipment, net		5,431			2,666
Mineral properties		45,187			45,187
Total property & equipment		50,618			47,853

TOTAL ASSETS	$	170,995		$	113,422



CURRENT LIABILITIES:
Accounts payable	$	199,132		$	293,582
Accounts payable – related parties		102,760			77,441
Accrued interest		43,989			39,971
Due to related parties		316,546			313,920
Notes payable		392,000			442,000
Derivative liability		1,965,985			342,398
Convertible notes payable, net of unamortized discount of $589,306 and$362,382 as of October 31, 2013 and July 31, 2013, respectively		252,233			329,520
Total current liabilities		3,272,645			1,838,832
Total liabilities		3,272,645			1,838,832

Commitments and Contingencies

STOCKHOLDERS’ DEFICIT:
Common stock, par value $0.001 per share; 1,080,000,000 shares authorized; 531,185,162 and 466,752,425 shares issued and outstanding as of October 31, 2013, and July 31, 2013, respectively		531,185			466,753
Additional paid-in capital		3,687,600			2,894,959
Advances to related party		(33,945	)		(16,331	)
Deficit accumulated during the exploration stage		(6,701,015	)		(4,519,928	)
Non-controlling interest		(585,475	)		(550,863	)
Total stockholders' deficit		(3,101,650	)		(1,725,410	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	170,995		$	113,422

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

F-1

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS

(Unaudited)

							Cumulative
	Three Months Ended						From Inception
	October 31.						(March 28, 2007)
	2013			2012			to October 31, 2013

REVENUES	$	-		$	-		$	-

EXPENSES:
Exploration costs		91,650			-			650,731
Management & consulting fees		45,000			96,649			1,532,354
Professional fees		231,070			175,167			1,025,130
General and Administration		57,153			90,233			466,842
Impairment of assets		-			-			814,950
Total expenses		424,873			362,049			4,490,007

LOSS FROM OPERATIONS		(424,873	)		(362,049	)		(4,490,007	)

OTHER INCOME (EXPENSE)
Gain on sale of mineral property		-			-			155,000
Loss on investments		-			-			(246,950	)
Loss on derivative		(1,415,544	)		-			(1,547,203	)
Interest expense		(375,282	)		(27,934	)		(1,183,946	)
Exchange loss		-			(1,089	)		(3,811	)
TOTAL OTHER INCOME (EXPENSE)		(1,790,826	)		(29,023	)		(2,826,910	)

NET LOSS	$	(2,215,699	)	$	(391,072	)	$	(7,316,917	)

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST		(34,612	)		(29,184	)		(639,104	)

NET LOSS ATTRIBUTABLE TO THE COMPANY	$	(2,181,087	)	$	(361,888	)		(6,677,813	)

COMPREHENSIVE LOSS
Change in market value of securities		-			(14,500	)		(75,000	)

COMPREHENSIVE LOSS		(2,215,698	)		(405,572	)		(7,391,917	)

LOSS PER COMMON SHARE:
Loss per common share – basic	$	(0.00	)	$	(0.00	)
Comprehensive loss per common share – basic	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC		498,464,973			145,655,213

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

F-2

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


							Cumulative
	Three Months Ended						From Inception
	October 31,						(March 28, 2007)
	2013			2012			to October 31, 2013
OPERATING ACTIVITIES:

Net loss	$	(2,215,698	)	$	(391,072	)	$	(7,316,917	)
Adjustments to reconcile net loss to net cash used in operating activities -
Depreciation		-			-			1,648
Debt forgiven		(17,457	)		-			(16,982	)
Gain on sale of property		-			-			(155,000	)
Loss on investment		-			-			246,950
Stock based compensation, consulting services		155,674			102,396			1,446,660
Stock issued for financing cost		128,000			-			128,000
Convertible note issued for service		-			67,500			135,000
Impairment on assets		-			-			814,950
Loss on derivative		1,415,544						1,547,203
Amortization of financing fees		253,609			91,098			1,053,893
Changes in net assets and liabilities -
Accrued interest		4,018			18,357			95,962
Prepaid expense		(5,000	)		(1,019	)		(5,183	)
Unamortized fees		(30,305	)		17,408			(78,598	)
Accounts payable		(55,374	)		14,970			234,308
Accounts payable – related parties		25,320			-			194,899
NET CASH USED IN OPERATING ACTIVITIES		(341,669	)		(80,362	)		(1,673,207	)

INVESTING ACTIVITIES:
Proceeds on sale of property		-			-			-
Cash paid for acquisitions		-			-			(725,187	)
Cash paid for fixed assets		(2,765	)					(2,765	)
Cash received from Stockpile Reserves, LLC Acquisition		-			1,748			3,555
Loan to other entity		-			-			(42,975	)
NET CASH USED IN INVESTING ACTIVITIES		(2,765	)		1,748			(767,372	)

FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		-			-			566,500
Proceeds from notes/loans payable		378,925			95,000			1,896,090
Proceeds from related party debt		2,627			27,100			231,098
Payments on related party debt		-			(1,000	)		(93,980	)
Payments on notes payable		-			(50,000	)		(103,000	)
Payments on advances to related party		(17,614	)		-			(17,614	)
Deferred offering costs		-			-			(13,750	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		363,937			71,100			2,465,344

NET INCREASE (DECREASE) IN CASH		19,503			(7,514	)		24,765
CASH – BEGINNING OF PERIOD		5,262			35,984			-
CASH – END OF PERIOD	$	24,765		$	28,470		$	24,765
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITIES
Cash paid during the period for:
Interest	$	-		$	-		$	-
Tax	$	-		$	-		$	-
Net liability assumed through Stockpile Reserves, LLC acquisition	$	-		$	-		$	41,236
Note payable settled with convertible note	$	50,000		$	-		$	50,000
Accounts payable settled with convertible note	$	21,619		$	-		$	21,619
Unamortized financing fees	$	-		$	-		$	(15,000	)
Shares issued for acquisition (see Note 1)	$	-		$	(234,910	)	$	-
Change in prepaid, net	$	-		$	-		$	73,077
Conversion of debt to equity	$	573,399		$	46,154		$	1,989,143
Convertible note issued for prepaid	$	-		$	-		$	135,000
Shares issued for deposit on mineral property	$	-		$	-		$	79,950

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

F-3

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization and summary of significant accounting policies

Basis of Presentation and Organization

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended October 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2014. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2013.

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 and development of domestic strategic mineral properties. The accompanying consolidated 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.

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 31, 2012, which amount remains outstanding as of the date of this filing; (b) $500,000 on or before December 31, 2012, which amount remains outstanding as of the date of this filing; (c) $500,000 on or before February 28, 2013, which amount remains outstanding as of the date of this filing; and (d) $500,000 on or before April 30, 2013, which amount remains outstanding as of the date of this filing.

F-4

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

In accordance with ASC 805, “Business Combinations”, and in particular ASC 805-50-25, 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.

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 23, 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.

F-5

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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 a current emphasis on lithium carbonate. 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 costs, 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.

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.

Business Combinations – Valuation of Acquired Assets and Liabilities

Allocations of purchase price for business combinations are based on estimates of the fair value of consideration paid and the net assets acquired. Accounting for business combinations requires estimates and judgments as to expectations of future cash flows for acquired businesses and the allocation of those cash flows to identifiable tangible and intangible assets in determining the estimated fair values of assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets and liabilities, including contingent consideration, are based on management’s estimates and assumptions, utilizing customary valuation procedures and techniques. Contingent consideration is measured at its estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in earnings as a component of other income or expense. If actual results differ significantly from the estimates and judgments used in determining the estimated fair values of assets and liabilities recorded as of the date of acquisition, these differences could result in a possible impairment of recorded assets, including intangible assets and goodwill, or require acceleration of amortization expense of finite-lived intangible assets.

F-6

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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 and 9) for the deemed value of $250,000. The equity investment will be periodically reviewed to determine if impairment is required. As of October 31, 2013, the Company realized $0 in change on investment, and therefore no change in the value of the 500,000 shares of New American Energy common stock.

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.

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:

F-7

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

– 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.

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 October 31, 2013, and July 31, 2013, 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 consolidated financial statements as general and administrative expenses, and are expensed as incurred.

F-8

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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 October 31, 2013, and July 31, 2013, and expenses for the quarters ended October 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 October 31, 2013, there have been no asset retirement obligations recorded.

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 consolidated 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 $(7,316,917) 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.

F-9

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

B) Fencemaker Agreement:

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 payments to G8 Minerals aggregating a total of $2,000,000 for associated property payments and exploration costs. The 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%.

F-10

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 – Mineral properties (continued)

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.

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 (Tangier’s Note 4), 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. On October 21, 2013, the Company entered into a Secured Convertible Promissory Note agreement with Tangiers Investors, LP, a Delaware corporation, an accredited investor, (Tangier’s Note 5) whereby Tangiers agreed to enter into a debt purchase agreement to acquire unpaid debt obligation of the Company from Filer Support Services, Inc. in the amount of $21,619. As a result of the debt purchase the Company entered into a Secured Convertible Promissory Note in the amount of $21,619 together with interest at the rate of ten percent (10%) per annum, until the maturity date of October 21, 2014. On October 9, 2013, the Company entered into a Secured Convertible Promissory Note agreement with Tangiers Investors, LP, a Delaware corporation, an accredited investor, (Tangier’s Note 6) 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.

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.

F-11

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Convertible notes payable (continued)

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. As of October 31, 2013, this note was fully converted and has a balance of $0.

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. As of October 31, 2013, this note was fully converted and has a balance of $0.

Tangiers Note 4 is consisting of principal of $62,500. Note was issued as a result of a debt purchase agreement of $50,000 and $12,500 of processing fees.

Tangiers Note 5 is consisting of principle of $21,619. Issues as part of a debt purchase agreement to acquire unpaid debt obligation of the Company from Filer Support Services, Inc

Tangiers Note 6 is consisting of principal of $36,400. 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. As of October 31, 2013, this note was fully converted and has a balance of $0.

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.

The Company determined that Tangiers convertible note’s 4, 5 and 6 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. See Note 7.

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. On August 13, 2013, the Company entered into a Secured Convertible Promissory Note agreement (Asher Note 5) 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 May 9, 2014. On September 10, 2013, the Company entered into another Secured Convertible Promissory Note agreement (Asher Note 6) 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.

F-12

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Convertible notes payable (continued)

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.

The Company determined that the convertible notes, Asher Note 5 and Note 6, 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. See Note 7.

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.

F-13

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Convertible notes payable (continued)

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. 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. 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.

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 65% conversion rate. As of October 31, 2013 this note has been fully converted and is now $0.

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.

F-14

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Convertible notes payable (continued)

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 is 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 of funds not 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 half of Drawdown 2 of $50,000 less third party fees of $4,519. On July 2, 2013, the Company received the second half of Drawdown 2 of $50,000 less third party fees of $4,815. On September 18, 2013, the Company received Drawdown 3 of $102,000 less third party fees of 8,200 and interest expense of $2,000.

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. See note 7.

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 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 As of October 31, 2013, this note was fully converted and has a balance of $0.

F-15

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Convertible notes payable (continued)

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 $25,000, 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 $50,000 and a discount of $70,000 which was valued based on the 50% conversion rate. See Note 6 for share conversion As of October 31, 2013, this note was fully converted and has a balance of $0.

JMJ Financial

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. The issued discount Notes were valued for $46,296, consisting of principal of $25,000, and a discount of $18,519 which was valued based on the 60% conversion rate.

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 (LG Capital Note 1), 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 (LG Capital Note 2, 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.

LG Capital Note 1 is original issue discount note valued for $100,000 consisting of principal of $50,000 and a discount of $100,000 which was valued based on the 50% conversion rate. As of October 31, 2013 this note was fully converted and now has a balance of $0. LG Capital Note 2 is consisting of principal of $77,000 legal cost of $9,700.

The Company determined that the convertible notes, LG Capital Note 1 and Note 2, 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. See Note 7.

Auctus Private Equity Fund

On October 4, 2013, the Company entered into a new convertible note with Auctus Private Equity Fund (Auctus), a Nevada corporation, whereby Auctus loaned the Company the aggregate principal amount of $50,000, less $8,620, for legal related costs, and third party fees, together with interest at the rate of eight percent (8%) per annum, until the maturity date of July 4, 2014.

The Auctus Note is consisting of principal of $50,000 with legal cost of $8,620.

F-16

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Convertible notes payable (continued)

The Company determined that the convertible note, Auctus 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. See Note 7

As of October 31, 2013, the Company had a balance of convertible notes payable of $252,233 net of unamortized discount of $589,306 and a balance of unamortized financing fee of $87,562. As of October 31, 2013, the Company had accrued and expensed $34,988 in interest.

GEL Properties

On October 21, 2013, the Company entered into a Secured Convertible Promissory Note agreement with GEL Properties, a Delaware corporation, an accredited investor, whereby GEL Properties loaned the Company the aggregate principal amount of $75,000, together with interest at the rate of six percent (6%) per annum, until the maturity date of October 21, 2014. The issued discount Notes were valued for $115,385, consisting of principal of $75,000, and a original issue discount of $40,385 which was valued based on the 65% conversion rate.

The Holder of this Note is entitled, at its option, at any time after the requisite rule 144 holding period, and after full cash payment for the shares convertible hereunder, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a conversion price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest closing bid price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for any of the five trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to included the same day closing price)..

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 has 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 October 31, 2013 and July 31, 2013, respectively.

As of October 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.

F-17

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 5 – Related parties transactions (continued)

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 and $187,500 as consulting expenses during the six months ended January 31, 2013 and 2012, leaving a prepaid expense balance of $0 and $109,375 as of January 31, 2013 and July 31, 2012, respectively. As of January 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 three months ended October 31, 2013, an amount of $15,000 was recorded by the Company as management consulting expense and $5,180 was paid in the form of cash. As of October 31, 2013, an amount of $41,884 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 continues 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 $2,889 was recorded as consulting expense during the quarter ended January 31, 2013, leaving a prepaid expense balance of $1,889. 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. The terms of which require a monthly fee of $5,000 payable to Mr. Reynolds. For the three months ended October 31, 2013, an amount of $15,000 was recorded by the Company as management consulting expense and $8,000 was paid in the form of cash. As of October 31, 2013, an amount of $32,945 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 October 31, 2013, the Company has a note payable to Sanning Management of $99,025 and accrued interest of $10,982. 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 three months ended October 31, 2013, an amount of $15,000 was recorded by the Company as management consulting expense and the Company has paid $6,500 in cash. As of October 31, 2013 an amount of $27,932 has been accrued as accounts payable to related party for Mr. Beckles.

F-18

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 October 31, 2013 and July 31, 2013, 531,185,162 and 466,752,425 shares were issued and outstanding, respectively.

On September 16, 2013 the Company issued 7,386,221 shares of restricted common stock associated with the August 31, 2013 Security Purchase Agreement to purchase $2,000,000 of the Company’s common stock as a commitment fee. Under the agreement, amongst other terms, the Company is obligated to pay the remaining 50% commitment fee equivalent to $50,000. The shares were valued as of the date of grant resulting in a value of $153,049. The amount was recorded as operation expense.

On September 20, 2013, the Company issued 750,000 shares of restricted common stock to Carter Terry & Co. as compensation for services. The shares were valued at $2,625 based on the closing price on the grant date.

On October 1, 2013, the Company issued 10,000,000 shares of restricted common stock, valued at $128,000, to Dan Crofoot and Chaowalit Pullapat as compensatory payment in lieu of default of the agreement to purchase Fencemaker Millsite property at the subsidiary level of Central Nevada Processing Co. LLC. The original share issuance quantity was determined in April 2013, but the shares were not issuable until subsequent to the Company’s increase in authorized capital in September 2013. The value of the compensatory payment is considered to be attributable to the Company’s contribution requirements to the subsidiaries.

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

Note 7 – Derivative liability

Debt Conversion Features

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 October 31, 2013 was estimated, using Level 3 inputs, at $744,272 using a Black-Scholes model with the following assumptions: expected volatility of 256%, risk free interest rate of 0.10%, expected life of 1.15 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $554,126 with interest expense of $64,015, and financing fees of $5,339 and unamortized fees as of October 31, 2013 is $28,395.

In connection with the May 21, 2013 Secured Convertible Note to Tangiers (Tangiers Note 4), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $216,677 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 0.55 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $166,335 with interest expense of $440, and financing fees of $8,822 and unamortized fees as of October 31, 2013 of $19,370.

In connection with the October 21, 2013 Secured Convertible Note to Tangiers (Tangiers Note 5), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $63,125 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 0.97 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $41,506 with interest expense of $658, and financing fees of $0 and unamortized fees as of October 31, 2013 of $0.

F-19

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 – Derivative liability (continued)

In connection with the October 9, 2013 Secured Convertible Note to Tangiers (Tangiers Note 6), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $113,749 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 1 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $78,749 with interest expense of $794, and financing fees of $0 and unamortized fees as of October 31, 2013 is $0.

In connection with the September 12, 2013 Secured Convertible Note to LG Capital (LG Capital Note 1), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 7, 2013, the date of conversion, was estimated, using Level 3 inputs, at $119,769 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 1 month and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $119,451 with interest expense of $2,839, and financing fees of $0 and unamortized fees as of October 31, 2013 is $0.

In connection with the September 12, 2013 Secured Convertible Note to LG Capital (LG Capital Note 2), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $234,499 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 0.61 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $157,499 with interest expense of $14,669, and financing fees of $1,741 and unamortized fees as of October 31, 2013 is $7,959.

In connection with the August 13, 2013 Secured Convertible Note to Asher (Asher Note 5), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $149,896 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 0.52 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $96,896 with interest expense of $16,502, and financing fees of $2,438 and unamortized fees as of October 31, 2013 is $5,862.

In connection with the September 25, 2013 Secured Convertible Note to Asher (Asher Note 6), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $151,738 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 0.61 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $98,738 with interest expense of $7,770, and financing fees of $1,149 and unamortized fees as of October 31, 2013 is $7,151.

In connection with the October 8, 2013 Secured Convertible Note to Auctus Private Equity Fund (Auctus Note), the note included a Debt Conversion Feature (see Note 4). The relative fair value of the Debt Conversion Feature as of October 31, 2013 was estimated, using Level 3 inputs, at $153,527 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of 0.08%, expected life of 0.67 months and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $103,527 with interest expense of $4,539, and financing fees of $737 and unamortized fees as of October 31, 2013 is $7,883.

F-20

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 – Derivative liability (continued)

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 as of October 31, 2013 was estimated at $252,252 using a Black-Scholes model with the following assumptions: expected volatility of 268.19%, risk free interest rate of.10%, expected life of 1.15 years and no dividends. Expected volatility was based on the historical volatility of the Company. The loss on derivative liability for the quarter ended October 31, 2013 is $130,792.

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) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

F-21

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9 –Marketable securities and investments

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

	October 31, 2013
		Cost	Unrealized (Gain)		Unrealized (Losses)	Market or Fair Value
Equity securities	$	3,050	$ -	$	0	$ 3,050
Total	$	3,050	$ -	$	0	$ 3,050

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

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 10 –Subsequent note

On October 21, 2013, the Company entered into a Secured Convertible Promissory Note with Tangiers Capital, LLC., a Delaware corporation, an accredited investor, whereby Tangier’s loaned the Company the aggregate principal amount of $130,000, less $10,000 for legal and third party costs, together with interest at the rate of ten percent (10%) per annum, until the maturity date of 12 months from the after issuance or October 21, 2014.

Tonaquint (as detailed in Note 4 – Convertible Debentures) has exercised its right to convert portions of its Secured Convertible Promissory Note dated April 26, 2013, as follows;

i.	Under notice of conversion dated November 07, 2013, Tonaquint converted a portion of the debt equal to $66,880 in exchange for shares at a rate of $0.00774 per share, for a total of 8,640,835.

ii.	Under notice of conversion dated November 12, 2013, Tonaquint converted a portion of the debt equal to $43,478 in exchange for shares at a rate of $0.01041 per share, for a total of 4,176,548.

On November 08, 2013, the Company entered into a Secured Convertible Promissory Note with LG Capital Funding, LLC., a New York corporation, an accredited investor, whereby LG Capital loaned the Company the aggregate principal amount of $51,500, less $6,500 for legal and third party costs, together with interest at the rate of ten percent (10%) per annum, until the maturity date of 9 months from the after issuance or August 08, 2014.

On December 4, 2013, the Company issued 625,000 shares of restricted common stock to Intergrated Business Alliance as compensation for services.

On December 10, 2013, the Company issued 1,000,000 shares of restricted common stock to Carter Terry & Co. as compensation for services.

F-22

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 – Subsequent events (continued)

Tangiers (as detailed in Note 4 – Convertible Debentures) has exercised its right to convert portions of its Secured Convertible Promissory Note dated May 21, 2013, as follows;

i.	Under notice of conversion dated November 19, 2013, Tangiers converted a portion of the debt equal to $32,500 in exchange for shares at a rate of $0.0085 per share, for a total of 3,823,529.

ii.	Under notice of conversion dated December 12, 2013, Tangiers converted a portion of the debt equal to $32,500 in exchange for shares at a rate of $0.0189 per share, for a total of 3,311,524.

F-23

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q 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.

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 Quarterly Report on Form 10-Q 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, 2013, 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 and development of mineral properties.

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 Smoky Valley, Esmeralda County, Nevada for Lithium and Lithium Carbonate exploration (the "Smoky Valley Property").

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, and which consists of five unpatented contiguous mining claims that cover a total of 100.0 acres (40.47 hectares). The Fencemaker Mine was established and first shipped antimony ore in the 1880s, with intermittent minor production continuing until the 1990's.

SRL completed a Phase 1 program of reverse circulation (RC) drilling that was initiated in July 2012 to test the down dip and strike extension of mineralization known to be present in the Fencemaker Mine. This program consisted of a total of 2350 feet (716 m) from thirteen (13) holes collared in the hanging wall of the structure. Highest value recorded was 18.65% Sb (Stibnite or Antimony ore) from drill hole FM-02 at the 35 to 40 foot (10.7 to 12.2 m) interval below surface. High-grade mineralization exists to a depth of a minimum of 110 feet (33.5 m) below surface. A cut-off grade of 0.40% Sb was selected for an NI43-101 and SEC compliant Inferred Mineral Resource. That Inferred Mineral Resource is from five individual blocks totaling 34,125 short tons with an average grade of 2.92% Sb. Within this estimated total resource higher grade blocks, up to 10,500 tons of 4.17% Sb are present. Analysis for gold in the drill samples shows a zone of anomalous (up to 294 ppb Au; 0.294 g/t Au).

All necessary permitting has been established to commence mining operations, and as of October 31, 2013 the Fencemaker mine is currently in startup operations phase.

CNPC, with a property to be permitted for mineral processing in Lovelock, Nevada, will undertake the milling of the Stibnite (Antimony) ore extracted from the Fencemaker mine, and refine it to approximately 55 to 60% purity, at which point it will be sold at market price for grade. This milling operation, again subject to additional funding from the Company and the fulfillment of all permitting requirements, could be operational by calendar quarter two, 2014.

On November 6, 2012, we entered into a purchase agreement with GeoXplor Corp. (“San Juan Agreement”). Under this Agreement, we have been granted an exclusive five year exploration license in regards to a mineral property described in the San Juan Agreement. The property is comprised of 13 lode claims, totaling 260 acres (the "San Juan Property"), located within the Colorado Plateau near the Utah-Colorado border. A preliminary radon survey was completed on the San Juan Property in 2009 and it indicated an anomalous east-west radiometric trend. The sizes of the anomalies appear to be very similar to the size of the high grade vanadium-uranium beds mined from the nearby Firefly, Gray Daun and Vanadium Queen Mines. This channel system, which was already delineated by a previously completed radon survey, is part of the system that hosts the Pandora and Beaver Shaft mines - both of which are producing Uranium and Vanadium ore that is transported to and processed at the Dennison Mill located near Blanding Utah.

The claims identified in the Lithium and San Juan Agreements are situated on undeveloped raw land. Exploration work has been undertaken on all of the claims, and we intend to undertake further exploration in the expectation of finding commercially viable deposits of Lithium brine, Vanadium and Uranium, respectively. In respect to these exploration properties, exploration will continue to be our principal activity, until and if our minerals of interest are discovered in commercially viable quantities, which would then become our principal products. For the Fencemaker Project and related milling operation, the Company, has been able to commence mining through SRL, initially on a trial scale during the fiscal quarter ended October 31, 2013. Based on those results, we would anticipate being able to ramp up to the permitted capacity of 36,500 tonnes/year of ore. We expect to commence the related milling operation through CNPC during fourth quarter 2014.

Our exploration programs will be exploratory in nature and there is no assurance that a commercially viable mineral deposit, a reserve, exists until further exploration, particularly drilling, is undertaken and a comprehensive evaluation concludes economic and legal feasibility. Our mining and milling operations are not yet established and operational, and are subject to further funding by the Company in order to be completed and initiated, and are subject to start-up risks associated with initiating underground mining operations and milling operations, which may delay or prevent our mining and milling operations. We have not yet generated or realized any revenues from our business operations.

Should we be successful in raising sufficient funds in order to conduct our additional exploration programs, the full extent and cost of which is not presently known beyond that required by our proposed drilling program and mandatory work programs as noted below, and such exploration programs results in an indication that production of our minerals of interest is economically feasible, then at that point in time we would make a determination as to the best and most viable approach for mineral extraction.

Material Changes in Financial Condition

Liquidity & Capital Resources

Cash Flow and Working Capital

As of October 31, 2013, we had cash and cash equivalents of approximately $24,765 and a working capital deficit of approximately $3.15 million as compared to cash and cash equivalents of $5 thousand and working capital deficit of $1.8 million as of July 31, 2013. Our working capital deficit as of October 31, 2013 included $1.96 million in derivative liability, 316 thousand in notes payable to related parties, $392 thousands to an external note holder and $252 thousands of convertible notes payable.

Operating Activities

During the three months ended October 31, 2013, operating activities used $342 thousand in cash, while for the three months ended October 31, 2012 operating activities used $80 thousand in cash. We incurred additional mining contractor costs fees associated with increased mining activity at Stockpile Reserves, LLC during the three month period as well as increased amortization of financing fees during the quarter.

Investing Activities

During the three months ended October 31, 2013, we used approximately $2.7 thousand in cash in investing activities, principally purchase of additional fixed assets at our subsidiary Stockpile Reserves, LLC.

Financing Activities

During the three months ended October 31, 2013, our financing activities provided $364 thousand compared to $71 thousand for the three months ended October 31, 2012. The cash provided during the 2013 period resulted from proceeds of $378 thousand from the proceeds from borrowing on convertible notes and proceeds from related parties of $3 thousand.

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 the maturity. 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 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

Three Months Ended October 31, 2013 Compared to Three Months Ended October 31, 2012:

Total Revenues

Our revenue since inception (March 28, 2012) has been nil.

Management and Consulting Fees

Our management and consulting fees were approximately $45 thousand for the three months ended October 31, 2013 and $96 thousand for the three months ended October 31, 2012. The decrease is due primarily to the completion of the amortization of prepaid consulting fees of $93 thousand associated with our CEO which ended during the previous year and accrual of $45 thousand associated with consulting fees to our CEO, CFO and VP of Operations.

Professional Fee Expense

Our professional fee expense for the three months ended October 31, 2013 was approximately $231 thousand. For the same period in 2012, our professional fee expense was approximately $175 thousand. The increase is primarily due to an increase in financing fees of $155 thousand during the current period ended October 31, 2013.

General and Administrative Expense

General and administrative expenses were approximately $57 thousand and $90 thousand during the three months ended October 31, 2013 and 2012, respectively. The decrease is due to gain on debt settlement related to legal services of $18 thousand at our subsidiary Stockpile Reserves, LLC.

Operating Loss

Our operating loss was approximately $425 thousand in the 2013 period versus a loss of approximately $362 thousand in the 2012 period. The increase in the operating loss is due primarily to increased financing fees of $155 thousand offset to the completion of amortization of prepaid consulting fees of $93 thousand associated with our CEO, and decrease in accounting expenses of $10 thousand during the period ended 2012.

Interest Expense

Our interest expense was approximately $375 thousand in the 2013 period versus approximately $28 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.

Should the Company be successful in raising additional capital and completing its payment obligations, and the Fencemaker mine and related milling operation become operational as planned within the fourth calendar quarter of 2013, the Company would anticipate obtaining its first revenues from operations. The profitability of such operations can’t yet be determined until all cost structures are known, and operations ramp up to full production levels.

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.

ITEM 3. 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 4. 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 January 31, 2013, 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 October 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 October 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 October 31, 2013:

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;

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; 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. His involvement serves to address our lack of staffing and supervision of our bookkeeping operations and serves to strengthen our internal controls as it relates to segregation of duties.

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. As mentioned earlier, the addition of our Chief Financial Officer on December 1, 2012 has eliminated our need to outsource accounting operations thus addressing the material weakness associated with outsourcing of our accounting operations.

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 October 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.

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 written policies and procedures sufficient to address the internal controls over accounting and the financial reporting process. 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.

This Quarterly 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 rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

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.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 16, 2013 the Company issued 7,386,221 shares of restricted common stock associated with the August 31, 2013 Security Purchase Agreement to purchase of the $2,000,000 of the Company’s common stock as a commitment fee. Under the agreement, amongst other terms, the Company is obligated to pay the remaining 50% commitment fee equivalent to $50,000.

On September 20, 2013, the Company issued 750,000 shares of restricted common stock to Carter Terry & Co. as compensation for services.

During the remainder of the quarter ended October 31, 2013 the Company issued a total of 46,296,516 shares directly related to debt conversions of increments totaling $217,453.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

On August 31, 2012, the Company entered into a Securities Purchase Agreement (“SPA”) with Tangiers Investors, LP (“Tangiers”). Under the agreement, the Company would agree to issue and sell its common stock to Tangiers for an aggregate purchase price of up to $2,000,000 (“Commitment Amount”). The funding obligates Tangiers to buy the Company’s stock in amounts of $5,000 up to $100,000 per draw down, at the Company’s discretion over a period of 24 months after an effective registration statement. The purchase and sale of common stock is predicated upon the Company filing a S1 Registration with the Securities and Exchange Commission, which at January 31, 2013, was not yet completed. As part of the SPA, the Company has an obligation for a Commitment Fee, in that it is required to sell to Tangiers five percent (5%) of the total Commitment Amount worth of restricted Common Stock as a commitment fee. The commitment fee shares shall be issued in tranches in accordance with the following schedule: 50% of the Commitment Fee worth of Common Stock shall be sold upon the execution of the Securities Purchase Agreement (“Tranche #1”). Tranche #1 shall carry a minimum Formula Price of three cents ($.03) per share; b) 25% of the Commitment Fee worth of Common Stock shall be sold to the Investor 90 days following the sale of the Common Stock in Tranche #1 (“Tranche #2”); b) 25% of the Commitment Fee worth of Common Stock shall be sold to the Investor 180 days following the sale of the Common Stock in Tranche #2 (“Tranche #3”); The number of Investor Shares issued to the Investor in each of aforementioned Tranches shall be calculated by dividing the dollar amount of each such Tranche by the Formula Price. The purchase price of each Tranche shall be set at one (1%) percent of the dollar value of each tranche. As of October 31, 2013, the Company paid the Commitment fee by issuing 7,386,221. See note 6.

ITEM 6. EXHIBITS

#	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 the Company and GeoXplor Corp.	Incorporated by reference to Form 8-K filed with the SEC on June 4, 2012.
10.16	Purchase Agreement dated Aug 19, 2012, between Group8 Mining Innovations, Group8 Minerals, and the Company	Incorporated by reference to Form 8-K filed with the SEC on August 28, 2012.
10.18	Purchase Agreement dated November 6, 2012, between the Company and GeoXplor Corp.	Incorporated by reference to Form 8-K filed with the SEC on November 19, 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 – Principal Executive Officer	Filed herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Financial Officer	Filed herewith
101.INS	XBRL Taxonomy Instance Linkbase Document	*
101.SCH	XBRL Taxonomy Extension Schema Document	*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	*

*To be filed by Amendment.

SIGNATURES

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.

		FIRST LIBERTY POWER CORP.

Date:	December 23, 2013	By:	/s/ Don Nicholson
		Name:	Don Nicholson
		Title:	President, Director, Principal Executive Officer

Date:	December 23, 2013	By:	/s/ Mario Beckles
		Name:	Mario Beckles
		Title:	Principal Financial and Accounting Officer

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