UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended April 30, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

COMMISSION FILE NUMBER 000-54004

 

AMERICAN LIBERTY PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

  

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

 

11251 Richmond Avenue, Suite F101

Houston, Texas 77082

(Address of principal executive offices)

 

(281) 600 - 6000

(Registrant’s telephone number, including area code)

 

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

 

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 o

 

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

 

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

 

As of June 23, 2014, there were 107,389,051 shares of the registrant’s common stock, $0.00001 par value, issued and outstanding.

 

 

 

 
 

  

INDEX

 

    Page
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements   1
Consolidated Balance Sheets - April 30, 2014 and October 31, 2013 (Unaudited)   1
Consolidated Statements of Operations - the three and six months ended April 30, 2014 and 2013, and for the period from October 16, 2008 (Inception) to April 30, 2014 (Unaudited)   2
Consolidated Statements of Cash Flows - the six months ended April 30, 2014 and 2013, and for the period from October 16, 2008 (Inception) to April 30, 2014 (Unaudited)   3
Notes to the Consolidated Financial Statements (Unaudited)   4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   6
Item 3. Quantitative and Qualitative Disclosures About Market Risk   8
Item 4. Controls and Procedures   8
     
PART II
OTHER INFORMATION
Item 1. Legal Proceedings   9
Item 1A. Risk Factors   9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   9
Item 3. Defaults Upon Senior Securities   9
Item 4. Mine Safety Disclosures   9
Item 5. Other Information   9
Item 6. Exhibits   9
EX-31.1    
EX-31.2    
EX-32.1    
Signatures   10

 

 

 
 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

AMERICAN LIBERTY PETROLEUM CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

   April 30,   October 31, 
   2014   2013 
         
ASSETS        
         
Assets  $   $ 
           
LIABILITIES AND SHAREHOLDERS' DEFICIT          
           
Current Liabilities          
Accounts payable and accrued liabilities  $52,459   $31,972 
Total current liabilities   52,459    31,972 
Total liabilities   52,459    31,972 
           
Commitments          
           
SHAREHOLDERS' DEFICIT          
           
Common Stock, $0.00001 par value, 450,000,000 authorized; 107,389,051 issued and outstanding at April 30, 2014 and October 31, 2013   1,074    1,074 
Additional paid in capital   3,110,113    3,110,113 
Deficit accumulated during the exploration stage   (3,163,646)   (3,143,159)
Total shareholders' deficit   (52,459)   (31,972)
Total liabilities and shareholders' deficit  $   $ 

 

 

The accompanying notes form an integral part of these financial statements.

 

1
 

 

AMERICAN LIBERTY PETROLEUM CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE AND SIX MONTHS ENDED APRIL 30, 2014 AND 2013 AND PERIOD

FROM OCTOBER 16, 2008 (INCEPTION) THROUGH APRIL 30, 2014

(Unaudited)

 

           Inception 
   Three Months Ended   Six Months Ended   Through 
   April 30,   April 30,   April 30, 
   2014   2013   2014   2013   2014 
Operating expenses                         
General and administrative  $8,330   $99,807   $20,487   $192,069   $1,731,565 
Loss on disposition of oil and gas properties                   1,423,439 
Loss from Operations   (8,330)   (99,807)   (20,487)   (192,069)   (3,155,004)
Interest (expense)/ income, net                   (8,642)
Net loss  $(8,330)  $(99,807)  $(20,487)  $(192,069)  $(3,163,646)
                          
Net loss per share:                         
Basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                          
Weighted average shares outstanding:                         
Basic and diluted   107,389,051    107,239,051    107,389,051    106,900,452      

 

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 

2
 

 

AMERICAN LIBERTY PETROLEUM CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED APRIL 30, 2014 AND 2013 AND PERIOD

FROM OCTOBER 16, 2008 (INCEPTION) THROUGH APRIL 30, 2014

(Unaudited)

 

           Inception 
   Six Months Ended   Through 
   April 30,   April 30, 
   2014   2013   2014 
CASH FLOWS FROM OPERATING ACTIVITIES               
Net loss  $(20,487)  $(192,069)  $(3,163,646)
Adjustment to reconcile net loss to net cash used in operating activities               
Common stock issued for services           4,531 
Donated consulting services and expenses           6,500 
Loss on disposition of oil and gas properties           1,423,439 
Changes in:               
Other receivable - related party       (21,124)    
Prepaid assets       8,311    296,721 
Accounts payable and accrued liabilities   20,487    (6,361)   62,347 
NET CASH PROVIDED BY / (USED) IN OPERATING ACTIVITIES       (211,243)   (1,370,108)
                
CASH FLOWS FROM INVESTING ACTIVITIES:               
Note receivable           (19,900)
Capital expenditures           (1,100,492)
NET CASH USED IN INVESTING ACTIVITIES           (1,120,392)
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Proceeds from the sale of common stock           1,905,500 
Proceeds from notes payable - related party           585,000 
NET CASH PROVIDED BY FINANCING ACTIVITIES           2,490,500 
                
NET CHANGE IN CASH       (211,243)    
Cash, beginning of period       274,244     
Cash, end of period  $   $63,001   $ 
                
SUPPLEMENTAL CASH FLOW INFORMATION:               
Cash paid for interest  $   $   $ 
Cash paid for income taxes  $   $   $ 
                
Non cash transactions:               
Common stock issued for prepaid asset  $   $3,530   $297,699 
Common stock and warrants issued to convert notes payable and accrued interest  $   $   $594,886 
Common stock and warrants issued for oil and gas leases  $   $   $302,069 
Notes receivable applied to oil and gas properties  $   $   $19,900 

 

The accompanying notes form an integral part of these financial statements.

 

3
 

 

AMERICAN LIBERTY PETROLEUM CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014

(Unaudited)

 

Note 1 - Basis of Presentation

 

The accompanying unaudited interim financial statements of American Liberty Petroleum Corp., a Nevada corporation (“ALP” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting.  Accordingly, these financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles.  In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of April 30, 2014 and for all interim periods presented herein have been reflected in these financial statements and the notes thereto.  Interim results for the three and six months ended April 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year as a whole.  These financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013.

 

As used in this Quarterly Report, the terms “we,” “us,” “our,” “ALP” and “the Company” shall mean American Liberty Petroleum Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. Dollars unless otherwise stated.

 

Note 2 - Oil and Gas Properties

 

The Company follows the full cost accounting method to account for oil and gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs.  Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to income.

 

The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable oil and gas reserves.  Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired.  Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.

 

Loss on disposition of Oil and Gas Properties

 

In 2012, the Company began negotiations to sell its ownership interest in its Cortez and Gabbs leases to Desert Discoveries in exchange for a 2% overriding royalty interest in the lease should there be any future revenues derived from the property. The Company had determined that it did not wish to continue funding this project, as it is not sure if the project will be economically viable in the future. At this time, the Company cannot assign a value on this lease, as there is insufficient information to be able to do so. Accordingly, the Company completely wrote off the value of the property in 2012. Desert Discoveries is an unrelated third party.

 

Note 3 - Related Party Transactions

 

In January 2014, Mr. Alvaro Volmers resigned from his position as Officer and Director of the Company. At the time of his resignation the Company owed Mr. Volmers $17,000 in unpaid director fees. This amount is still outstanding as of April 30, 2014.

 

During January 2014, Mr. Robert Rhodes, the current chief executive officer of the Company, paid invoices on behalf of the Company totaling $2,000. This amount is due to Mr. Rhodes as of April 30, 2014.

 

4
 

 

AMERICAN LIBERTY PETROLEUM CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2014

(Unaudited)

 

Note 4 - Going Concern

 

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through private placements, public offerings and/or bank financings necessary to support the Company’s working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financings are insufficient to support the Company’s working capital requirements, the Company will have to raise additional working capital from alternative financing sources. No assurance can be given that alternative financing will be available, or if available, will be available on terms acceptable to the Company. If adequate working capital is not available, then the Company may not be able to continue its operations.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

 

 

 

 

 

5
 

 

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

 

Forward-Looking Statements

 

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements”. These forward-looking statements, which may be identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. The Company’s forward-looking statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements.  Such risks and uncertainties include those set forth under Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2013. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company cautions readers not to place undue reliance upon any forward-looking statement contained in this Quarterly Report.  Forward-looking statements speak only as of the date they were made and the Company assumes no obligation to update or revise any such statements upon any change in applicable circumstances.

 

OVERVIEW

 

The Company was incorporated on October 16, 2008 in the State of Nevada as “Oreon Rental Corporation”.  At the time of its incorporation, the management of the Company intended to operate electronics rental stores in Ternopil and other similar cities throughout Ukraine. However, at the time of its incorporation and its initial public offering of common stock in October 2008, the Company did not own any such stores, nor did it have any ongoing business operations. The Company underwent a change in management in January 2010 and another in January 2014. Following the change in management, the Company decided not to proceed with its original plan of operations and to shift its business focus to that of an independent oil and gas company engaged in the acquisition, drilling and production of oil and natural gas properties and prospects.  The Company anticipates implementing this new business focus by pursuing interests in oil and natural gas properties by acquiring leases, such as the Original Leases and the Cortez Lease described below. The Company plans to act as a non-operator, which means the Company will not directly manage exploration, drilling or development activities but instead will seek joint ventures with oil and gas companies that have exploration, development and drilling expertise.

 

Sale of Oil and Gas Properties

 

During 2012, the Company has undertaken negotiations to sell its ownership interest in its Cortez and Gabbs leases to Desert Discoveries in exchange for a 2% overriding royalty interest in the lease should there be any future revenues derived from the property.  The Company had determined that it did not wish to continue funding this project, as it is not sure if the project will be economically viable in the future.  At this time, the Company cannot assign a value on these leases, as there is insufficient information to be able to do so.  Accordingly, in October 2012, the Company completely wrote off the value of the property.  The amount written off was $1,423,439.

 

PLAN OF OPERATION

 

Limited Operating History; Need for Additional Capital

 

There is no meaningful historical financial information about us upon which to base an evaluation of our performance.  We are in exploration stage operations and have not yet generated any revenues. We cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

 

We are seeking additional equity financing in order to obtain the capital required to continue operating our business and invest in additional oil and gas properties.

 

As of April 30, 2014, we had cash on hand of $0. We will require additional financing to sustain our business operations.  We currently do not have any binding arrangements for any third party to provide us additional financing, and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors that we do not control.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

 

 

 

6
 

 

RESULTS OF OPERATIONS

 

Revenue

 

We have not earned any revenues to date.  We do not anticipate earning substantial revenues from our royalty interest in the foreseeable future.

 

Operating Expenses

 

Our operating expenses for the three months ended April 30, 2014 and 2013 consisted of the following:

  

   Three Months Ended
April 30,
 
   2014   2013 
General and Administrative Expenses  $8,330   $99,807 
Total General and Administrative Expenses  $8,330   $99,807 

 

General and administrative expenses during the three months ended April 30, 2014 consisted primarily of accounting expenses of $7,330. General and administrative expenses decreased in 2014 by $91,477 compared to the three months ended April 30, 2013, primarily due to a reduction in oil lease expense of $17,173, share-based compensation costs of $3,462, accounting costs of $22,174 and legal fees of $3,071, decrease in investor relations of $10,500, and director’s fees of $25,500.

 

Our operating expenses for the six months ended April 30, 2014 and 2013 consisted of the following:

  

   Six Months Ended
April 30,
 
   2014   2013 
General and Administrative Expenses  $20,487   $192,069 
Total General and Administrative Expenses  $20,487   $192,069 

 

General and administrative expenses during the three months ended April 30, 2014 consisted primarily of accounting expenses of $16,739. General and administrative expenses decreased in 2014 by $171,582 compared to the six months ended April 30, 2013, primarily due to a reduction in share-based compensation costs of $13,962, decreases in accounting costs of $39,076 and legal fees of $15,528, decrease in investor relations of $24,062, rent expense of $2,659, director’s fees of $50,500 and oil lease expense of $17,173.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Working Capital Deficit

 

   At April 30,
2014
   At October 31,
2013
 
Current Assets  $   $ 
Current Liabilities   (52,459)   (31,972)
Working Capital Deficit  $(52,459)  $(31,972)

Cash Flows

   Six Months Ended
April 30,
 
   2014   2013 
Cash Flows Used in Operating Activities  $   $(211,243)
Cash Flows Used in Investing Activities        
Cash Flows Provided by Financing Activities        
Net Change In Cash During Period  $   $(211,243)

 

Working capital deficit increased by $20,487, primarily as the result of the net loss for the period.

 

 

7
 

 

Future Financings

 

As a result, as of the date of this Quarterly Report, we will not have sufficient cash on hand to meet our anticipated expenses for the next quarter. We do not anticipate earning revenue in the foreseeable future, and we do not expect sufficient debt financing to be available to us at this stage of our development. As such, we expect that we will need to rely on our ability to consummate new equity financings in order to fund our future operations. Issuances of additional shares of our capital stock (or securities that may be convertible into or exercisable for those shares) will result in the dilution of the interests of our existing stockholders.

 

There are no assurances that we will be able to obtain sufficient financing if and when required.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We have no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

CRITICAL ACCOUNTING POLICIES

 

Our significant accounting policies are disclosed in the notes to our audited financial statements for the year ended October 31, 2013 included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our principal executive officer and principal financial officer have concluded that these disclosure controls and procedures are effective.

 

There were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our management, including our President, Secretary and Treasurer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

 

8
 

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

 

ITEM 1A. RISK FACTORS.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

Exhibit    
Number   Description of Exhibits
31.1   Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2   Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   XBRL Taxonomy Extension Definition Linkbase
101.LAB*   XBRL Taxonomy Extension Label Linkbase
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

9
 

 

 

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.

  

        AMERICAN LIBERTY PETROLEUM CORP.
         
Date: June 23, 2014   By: /s/ Robert C. Rhodes
        ROBERT C. RHODES
        Chief Executive Officer
         
         

 

 

 

 

 

10