Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10- K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2013
Commission file number 333-171046
LIBERATED ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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27-4715504
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(State or other jurisdiction of incorporation or organization)
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I.R.S. Employer Identification No.
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109 Burtons Road
Marlton, New Jersey
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08053
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number: (609) 707-1519
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes | No | X | |||
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes | No | X |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||
| Yes | X | No | ||||
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit | ||||||
| and post such files). | Yes | X | No | |||
| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. | X |
| 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. (Check one): | ||||||
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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X |
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(Do not check if a smaller reporting company)
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| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) | Yes | No | X | |||
State issuer’s revenues for its most recent fiscal year. $0
As of September 30, 2013, the last business day of the fiscal year, the aggregate market value of the Registrant’s voting stock held by non-affiliates was approximately $2,597,397 (based on a closing price of $0.12 per share).
As of the period ended in this report, September 30, 2013, the registrant had 72,000,000 shares of common stock outstanding.
As of the date of filing, January 13, 2014 the registrant had 72,000,000 shares of common stock outstanding.
Explanatory Note
Liberated Energy, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the period ended September 30, 2013 (the “Form 10-K”), filed with the Securities and Exchange Commission on January 13, 2014 (the “Original Filing Date”), solely to change the Independent Registered Public Accounting Firm's Auditor's Report, which related to the uncertainty of the value of the Company's Patent Acqusition and a date error and the related Amemded Patent Acquisition Agreement filed with this Form 10-K/A and the related Exhibit Index.
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
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Board of Directors and Shareholders of Liberated Energy, Inc.
We have audited the accompanying balance sheets of Liberated Energy, Inc. (the “Company”), as of September 30, 2013, and 2012, and the related statements of operation, shareholders’ equity, and cash flows for year ended September 30, 2013, and 2012, and the cumulative period from January 19, 2013 (date of inception of development stage) through September 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph above, present fairly, in all material respects, the financial position of Liberated Energy, Inc. as of September 30, 2013, 2012, and the results of its operations and their cash flows for year ended September 30, 2013, and 2012, and the cumulative period from January 19, 2013 (date of inception of development stage) through September 30, 2013 in conformity with accounting principles generally accepted in the United States of America.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
/s/ Enterprise CPAs, Ltd.
Enterprise CPAs, Ltd.
Chicago, IL
January 13, 2014
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Item 15. EXHIBITS
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Incorporated by
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Reference
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Filing Date/
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Exhibit
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Period End
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Number
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Exhibit Description
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Form
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Date
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3.1
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Articles of Incorporation as filed with the Nevada Secretary of State dated September 14, 2010.
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S-1
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12/08/2010
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3.2
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Amended Articles of Incorporation as filed with the Nevada Secretary of State dated February 6, 2013
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8-K
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2/07/2013
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3.3
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Certificate of Change as filed with the Nevada Secretary of State dated February 6, 2013
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8-K
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2/07/2013
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3.4
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By-laws
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S-1
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12/08/2010
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10.1
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Patent Acquisition Agreement dated January 23, 2013
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8-K
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1/24/2013
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101.INS
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XBRL Instance Document
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10-K | 1/13/2014 | |||
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101.SCH
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XBRL Taxonomy Extension Schema
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10-K | 1/13/2014 | |||
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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10-K | 1/13/2014 | |||
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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10-K | 1/13/2014 | |||
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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10-K | 1/13/2014 | |||
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101.PRE
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Taxonomy Extension Presentation Linkbase
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10-K | 1/13/2014 | |||
* Filed with this Form 10-K
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LIBERATED ENERGY, INC.
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| Date: March 7, 2014 | ||
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By:
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/s/ FRANK PRINGLE
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| Frank Pringle | ||
| President, Director, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: March 7, 2014 | By: | /s/ ELYSE THOMPSON |
| Elyse Thompson | ||
| Chief Financial Officer | ||
| (Principal Financial Officer | ||
| and Principal Accounting Officer) | ||
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