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Document and Entity Information (USD $)
12 Months Ended
Oct. 31, 2011
Feb. 14, 2012
Apr. 30, 2011
Document Information [Line Items]
Document Type 10-K
Amendment Flag false
Document Period End Date Oct 31, 2011
Document Fiscal Year Focus 2011
Document Fiscal Period Focus FY
Trading Symbol OREO
Entity Registrant Name AMERICAN LIBERTY PETROLEUM CORP.
Entity Central Index Key 0001451929
Current Fiscal Year End Date --10-31
Entity Well-known Seasoned Issuer No
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Smaller Reporting Company
Entity Common Stock, Shares Outstanding 104,954,167
Entity Public Float $ 1,860,000
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CONSOLIDATED BALANCE SHEETS (USD $)
Oct. 31, 2011
Oct. 31, 2010
Current
Cash $ 37,259 $ 28,318
Prepaid assets 362,865 114,198
Note receivable and interest 19,257
Total current assets 419,381 142,516
Oil and gas properties (full cost method) 1,101,425 515,942
Total assets 1,520,806 658,458
Current liabilities
Accounts payable and accrued liabilities 31,383 22,072
Total current liabilities 31,383 22,072
Total liabilities 31,383 22,072
Commitments      
STOCKHOLDERS' EQUITY
Capital stock Authorized: 450,000,000 common voting stock, $0.00001 par value Issued and outstanding: 104,954,167 and 93,637,500 common shares at October 31, 2011 and 2010, respectively 1,050 936
Additional paid-in-capital 2,301,107 1,033,135
Deficit accumulated during the exploration stage (812,734) (397,685)
Total stockholders' equity 1,489,423 636,386
Total liabilities and stockholders' equity $ 1,520,806 $ 658,458
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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
Oct. 31, 2011
Oct. 31, 2010
Capital stock, Authorized 450,000,000 450,000,000
Capital stock, par value $ 0.00001 $ 0.00001
Capital stock, Issued 104,954,167 93,637,500
Capital stock, outstanding 104,954,167 93,637,500
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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
12 Months Ended 36 Months Ended
Oct. 31, 2011
Oct. 31, 2010
Oct. 31, 2011
Expenses
General and administrative $ 405,764 $ 363,801 $ 803,449
Loss from operations (405,764) (363,801) (803,449)
Other Expense
Interest (expense), net (9,285) (9,285)
Net loss $ (415,049) $ (363,801) $ (812,734)
Basic and diluted loss per share $ 0 $ 0
Weighted average number of common shares outstanding 99,710,971 147,051,199
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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
12 Months Ended 36 Months Ended
Oct. 31, 2011
Oct. 31, 2010
Oct. 31, 2011
Cash flows from operating activities:
Net loss $ (415,049) $ (363,801) $ (812,734)
Adjustments to reconcile net loss to net cash used in operating activities
Donated consulting services and expenses 6,500
Imputed interest on shareholder advance 2
Changes in operating assets and liabilities
Prepaid assets (155,467) (114,198) (269,665)
Accounts payable 19,197 20,190 41,269
Cash used in operating activities (551,319) (457,809) (1,034,628)
Investing Activities
Purchase of oil and gas properties (585,483) (213,873) (799,356)
Note receivable (19,257) (19,257)
Cash used in investing activities (604,740) (213,873) (818,613)
Financing Activities
Proceeds from notes payable - related parties 585,000 585,000
Proceeds from the sale of common stock 580,000 700,000 1,305,500
Cash provided by financing activities 1,165,000 700,000 1,890,500
Net change in cash 8,941 28,318 37,259
Cash, beginning of the period 28,318
Cash, end of the period 37,259 28,318 37,259
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest         
Cash paid for income taxes         
Non cash transactions:
Common stock issued as prepaid assets 93,200 93,200
Common stock and warrants issued to convert notes payable and accrued interest 594,886 594,886
Common stock and warrants issued for oil and gas leases $ 302,069 $ 302,069
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $)
0 Months Ended 12 Months Ended 36 Months Ended
Oct. 31, 2008
Oct. 31, 2011
Oct. 31, 2010
Oct. 31, 2009
Oct. 31, 2011
Conversion of debt $ 594,886
Contributed rent and consulting services 500 6,000
Imputed interest 2
Net loss (1,121) (415,049) (363,801) (32,763) (812,734)
Ending Balance (619) 1,489,423 636,386 (1,882) 1,489,423
Cash
Capital stock issued 580,000 700,000 25,500
Oil and gas interest
Capital stock issued 210,714
Warrants issued for oil and gas interest 91,355
Consulting Services
Capital stock issued 43,200
Capital stock to be issued for consulting services 50,000
Common Stock
Conversion of debt (in shares) 10,500,000
Conversion of debt 105
Treasury stock - Cancelled (in shares) (98,000,000)
Treasury stock - Cancelled (980)
Ending Balance (in shares) 140,000,000 104,954,167 93,637,500 175,700,000 104,954,167
Ending Balance 1,400 1,050 936 1,757 1,050
Common Stock | Founders
Capital stock issued (in shares) 140,000,000
Capital stock issued 1,400
Common Stock | Cash
Capital stock issued (in shares) 666,667 12,250,000 35,700,000
Capital stock issued 7 122 357
Common Stock | Oil and gas interest
Capital stock issued (in shares) 3,687,500
Capital stock issued 37
Common Stock | Consulting Services
Capital stock issued (in shares) 150,000
Capital stock issued 2
Additional Paid-in Capital
Conversion of debt 594,781
Contributed rent and consulting services 500 6,000
Treasury stock - Cancelled 980
Imputed interest 2
Ending Balance (898) 2,301,107 1,033,135 30,245 2,301,107
Additional Paid-in Capital | Founders
Capital stock issued (1,400)
Additional Paid-in Capital | Cash
Capital stock issued 579,993 699,878 25,143
Additional Paid-in Capital | Oil and gas interest
Capital stock issued 210,677
Warrants issued for oil and gas interest 91,355
Additional Paid-in Capital | Consulting Services
Capital stock issued 43,198
Capital stock to be issued for consulting services 50,000
Deficit Accumulated during exploration stage
Net loss (1,121) (415,049) (363,801) (32,763)
Ending Balance $ (1,121) $ (812,734) $ (397,685) $ (33,884) $ (812,734)
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Summary of Significant Accounting Policies
12 Months Ended
Oct. 31, 2011
Summary of Significant Accounting Policies

Note 1          Summary of Significant Accounting Policies

 

American Liberty Petroleum Corp., a Nevada corporation initially incorporated on October 16, 2008, was formerly known as “Oreon Rental Corporation.” The Company changed its focus in 2010 to that of an independent oil and gas company engaged in the acquisition, drilling and production of oil and natural gas properties by acquiring leases to be held as a non-operator, and developing those leases through joint ventures with oil and gas companies having exploration and development expertise. The Company’s only material asset is its interest in the Option Agreement, which is held by its wholly owned subsidiary, True American Energy Corporation. The Company’s Common Stock is traded on the OTCBB under the stock symbol “OREO.”

 

BASIS OF PRESENTATION

 

The accompanying financial statements of American Liberty Petroleum Corp (“ALP” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the result of operations for the periods presented have been reflected herein.

 

As used in this Annual Report, the terms “we,” “us,” “our,” “ALP” and “the Company” mean American Liberty Petroleum Corp. unless otherwise indicated. Certain amounts in the 2010 financial statements have been reclassified to conform to the 2011 financial presentation.

 

On June 14, 2010, the Company filed an amendment to its Articles of Incorporation with the Nevada Secretary of State, which included the following amendments:

 

·  A change in the Company’s name from Oreon Rental Corporation to American Liberty Petroleum Corp.,

 

·  An increase in the number of authorized shares of Common Stock from 75,000,000 to 450,000,000.

 

·  A new Article authorizing the Board of Directors to adopt, alter, amend or repeal the Bylaws of the Company, including any Bylaw adopted by the stockholders.

 

·  A new Article stating that the Company may indemnify a director or officer of the Company to the fullest extent allowed by Nevada law, and may indemnify any other person for whom indemnification is allowed by Nevada law, and to purchase insurance for this purpose.

 

PRINCIPLES OF CONSOLIDATION

 

On October 15, 2010, the Company organized a wholly owned subsidiary, True American Energy Corporation, a Nevada corporation, which holds substantially all of the Company’s assets. The consolidation financial statements include the accounts of the Company and its wholly owned subsidiary, True American Energy Corporation.  All inter-company transactions and accounts have been eliminated.

 

USE OF ESTIMATES

 

The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

Cash consists of cash on deposit with high quality major financial institutions, and to date the Company has not experienced losses on any of its balances.  For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents.  At various times during the year, the Company maintained cash balances in excess of FDIC insurable limits. The Company has not experienced any losses related to these deposits.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Financial instruments, including cash, notes receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with market rates. No adjustments have been made in the current period.

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE

 

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net loss. Basic and diluted loss per share is the same due to the anti-dilutive nature of potential common stock equivalents.

 

ENVIRONMENTAL COSTS

 

The Company is currently engaged in oil and natural gas exploration activities and may become subject to certain liabilities as they relate to environmental cleanup of well sites or other environmental restoration procedures as they relate to the drilling of oil and natural gas wells and the operation thereof. In the Company's acquisition of existing or previously drilled well bores, the Company may not be aware of what environmental safeguards were taken at the time such wells were drilled or during such time the wells were operated. Should it be determined that a liability exists with respect to any environmental cleanup or restoration, the liability to cure such a violation could fall upon the Company. No claim has been made, nor is the Company aware of any liability, which the Company may have, as it relates to any environmental cleanup, restoration or the violation of any rules or regulations relating thereto.

 

ASSET RETIREMENT OBLIGATIONS

 

The Company accounts for asset retirement obligations in accordance with ASC 410-20, Accounting for Asset Retirement Obligations . The asset retirement obligations represent the estimated present value of the amounts expected to be incurred to plug, abandon, and re-mediate the producing properties at the end of their productive lives, in accordance with state laws, as well as the estimated costs associated with the reclamation of the surrounding property. The Company determines the asset retirement obligations by calculating the present value of estimated cash flows related to the liability. The asset retirement obligations are recorded as a liability at the estimated present value as of the asset’s inception, with an offsetting increase to producing properties.

 

The estimated liability of $25,000 was determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive lives of wells, and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligations. Revisions to the asset retirement obligations are recorded with an offsetting change to producing properties, resulting in prospective changes to depletion and depreciation expense and accretion of the discount.

 

INCOME TAXES

 

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

 

STOCK BASED COMPENSATION

 

We account for stock-based payments using the fair value method in accordance with the provisions of ASC 718, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payments based on estimated fair value. Equity-classified share and warrant awards are measured at the grant date based on fair value. Common stock and warrants issued are valued at the estimated fair market value, as determined by our management and directors.

 

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.

 

Oil and gas properties as of October 31, 2011 and 2010 consist of the acquisition costs incurred by the Company and capitalization of development costs using the full cost method.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-03 “Oil and Gas Reserve Estimation and Disclosures.” The ASU aligns the current oil and gas reserve estimation and disclosure requirements of FASB Accounting Standards Codification Topic 932, Extractive Activities — Oil and Gas, with those in SEC Final Rule Release No. 33-8995, Modernization of Oil and Gas Reporting . The ASU is effective for reporting periods ending on or after December 31, 2009. The adoption of ASC 810 did not have any impact on the Company’s financial statements.

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Note Receivable
12 Months Ended
Oct. 31, 2011
Note Receivable

Note 2          Note Receivable

 

In June 2011, the Company purchased a truck on behalf of a vendor in exchange for a promissory note in the amount of $18,656, the purchase price of the vehicle. The promissory note bears interest at 8%, is due in June 2012 and is secured by the vehicle.

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Related Party Transactions
12 Months Ended
Oct. 31, 2011
Related Party Transactions

Note 3          Related Party Transactions

 

In February 2010, the Company agreed to pay director fees of $8,500 per month to Diamante Services Ltd. in exchange for Mr. Alvaro Vollmers’ services as director of the Company. During the twelve months ended October 31, 2011 and 2010 the Company paid a total of $102,000 and $76,500, respectively, for consulting services provided by Mr. Vollmers.

 

In December 2010, the Company borrowed $290,000 from Keyser Resources, Inc., a Nevada corporation (“Keyser”).  The Promissory Note representing the loan bore interest at 6% and was due on March 31, 2011.

 

In January 2011, the Company borrowed $200,000 from Keyser.  The Promissory Note representing the loan bore interest at 6% and was due on March 31, 2011.

 

On February 28, 2011 and March 8, 2011, Keyser loaned the Company an aggregate amount of $95,000, to be used for general operating expenses.  The Promissory Notes representing these loans bore interest at 6% and were due on March 31, 2011.

 

On March 28, 2011 the maturity date of each of the aforementioned Promissory Notes was extended to April 30, 2011.  

 

At the time of the above transactions, Alvaro Vollmers, the sole director and officer of the Company, was the sole director and officer of Keyser.  Mr. Vollmers resigned as a director and officer of Keyser on March 29, 2011.

 

On April 13, 2011, the Promissory Notes and related accrued interest were canceled.  In exchange, the holder of the Notes, New World Petroleum Investments, received 10,500,000 shares of the Company’s Common Stock and a warrant to purchase an additional 10,500,000 shares of the Company’s Common Stock at $0.09 per share (the “New World Warrant”).  See Note 4 below. There was no gain or loss upon the cancellation of the notes.

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Common Stock
12 Months Ended
Oct. 31, 2011
Common Stock

Note 4          Common Stock

 

All issuances of Common Stock, and descriptions of the number of shares of Common Stock issuable upon the exercise of a warrant, have been retroactively adjusted, if necessary, to reflect the 70:1 forward stock split effective June 25, 2010, which is described in more detail below.

 

The Company issued 140,000,000 shares of common stock (founder’s shares) on October 16, 2008 to the then-current President and Director of the Company.

 

On January 2, 2009, the Company issued 35,700,000 common shares at approximately $0.0007 per share, for proceeds of $25,500.

 

ALP has completed several private placements of equity interest Units during the 2010 fiscal year. Each Unit has consisted of 1 share of Common Stock, and 1 warrant to buy a share of Common Stock at an exercise price of approximately $0.091 any time within 3 years after issuance. In each case, the Units were sold to a single purchaser at a price of approximately $0.057 per Unit. For each of the following issuances during the 2010 fiscal year, the relative fair market value of the warrants issued was approximately 49% of the proceeds.

 

On January 4, 2010, Dzvenyslava Protskiv, the former founder and CEO of the Company at its time of inception, transferred 108,500,000 shares of Common Stock to Alvaro Vollmers for cash consideration of $155, pursuant to a stock purchase agreement. Mr. Vollmers is President, Secretary, Treasurer, and the sole director of the Company. Mr. Vollmers used his personal funds for the purchase of those shares.

 

On January 4, 2010, Ms. Protskiv transferred 31,500,000 shares of Common Stock to John G. Rhoden for cash consideration of $45, pursuant to a stock purchase agreement. Mr. Rhoden used his personal funds for the purchase of those shares. As a consequence of the two sales on May 4, 2010, Ms. Protskiv transferred all shares that had been issued to her by the Company.

 

The shareholders owning at least a majority of the issued and outstanding shares of Common Stock of Oreon accepted Ms. Protskiv’s resignation and elected Alvaro Vollmers to serve as her replacement as the sole director of Oreon, effective on January 4, 2010. Mr. Vollmers subsequently appointed himself to serve as the President, Treasurer, and Secretary of Oreon, and removed any other officers of Oreon, effective as of January 4, 2010.

On February 19, 2010 ALP completed a private placement of 875,000 Units. The gross proceeds of the offering were $50,000, which were used to pay general operating expenses.

 

On April 27, 2010, ALP completed a private placement of 875,000 Units. The gross proceeds of the offering were $50,000, which were used to pay a portion of the payments due under the Option Agreement and the Company’s general operating expenses.

 

On April 30, 2010, ALP completed a private placement of 5,250,000 Units. The gross proceeds of the offering were $300,000, which were used to pay a portion of the payments due under the Option Agreement and the Company’s general operating expenses.

  

On May 24, 2010, Alvaro Vollmers transferred 98,000,000 shares of Common Stock to the Company. The Company held these shares in treasury until June 2010, when they were cancelled by the board of directors. Mr. Vollmers received no consideration from the Company for the shares he transferred. Immediately prior to the stock transfer described above, Mr. Vollmers owned 108,500,000 shares of Common Stock, or 59.4% of the issued and outstanding shares of Common Stock. Immediately after the stock transfer, Mr. Vollmers owned 10,500,000 shares of Common Stock, or approximately 12.4% of the issued and outstanding shares of Common Stock.

 

On May 25, 2010, the Company issued 2,187,500 shares of Common Stock to New World Petroleum Corp. at a price of approximately $0.057 per share, as repayment of an $125,000 installment paid on behalf of the Company under the Option Agreement.

 

On June 2, 2010, the Company completed a private placement of 3,500,000 Units, with each Unit consisting of 1 share of Common Stock, and 1 warrant to buy a share of Common Stock at an exercise price of approximately $0.091 any time within 3 years after issuance. The Units were sold to a single purchaser at a price of approximately $0.057 per Unit. The gross proceeds of the offering were $200,000, which were used to make certain payments under the Option Agreement.

 

On June 24, 2010, the Company received approval from FINRA to proceed with a 70:1 forward split of its Common Stock (the “Stock Split”) and a change of the Company’s name to American Liberty Petroleum Corp. Consistent with the approval by FINRA, the Stock Split was made effective June 25, 2010. As of such date, each existing share of the Company’s Common Stock was reclassified and changed into seventy (70) new shares, and each holder of the Company’s Common Stock was entitled to receive, upon delivery of an existing stock certificate, a new certificate or certificates representing seventy (70) shares for each one (1) share of Common Stock represented by the existing certificate or certificates of such holder at the close of business on such date.

 

The Stock Split was approved by Alvaro Vollmers, the sole director of the Company, and stockholders holding at least a majority of the issued and outstanding shares of the Company, acting by written consent, as disclosed on the Company’s Current Report on Form 8-K filed with the SEC on May 24, 2010.

 

On June 30, 2010 the Company issued 1,500,000 shares of restricted Common Stock valued at $85,714 to Desert Discoveries to fulfill the Company’s obligation under the Option Agreement.

 

On July 4, 2010 the Company issued warrants to purchase 1,600,000 shares of Common Stock valued at $91,355 to Desert Discoveries to fulfill the Company’s obligation under the Option Agreement.

 

On September 23, 2010, the Company completed a private placement of 1,750,000 Units, with each Unit consisting of 1 share of Common Stock, and 1 warrant to buy a share of Common Stock at an exercise price of approximately $0.09 any time within 3 years after issuance. The Units were sold to a single purchaser at a price of approximately $0.057 per Unit. The gross proceeds of the offering were $100,000, which were used to make certain payments under the Option Agreement and the Company’s general operating expenses.

 

On April 12, 2011, the Company entered into an agreement to issue 100,000 shares of Common Stock to Vincent Ramirez, pursuant to an Independent Contractor Agreement between the Company and Mr. Ramirez. The Company has authorized and issued 100,000 shares of Common Stock to Mr. Ramirez pursuant to this Independent Contractor Agreement.  The fair market value of the shares was $5,700 on the date of grant. The value of the shares was recorded as a prepaid asset for future services to be provided over a six month term.

 

On April 13, 2011, the Promissory Notes and related accrued interest were canceled.  In exchange, the holder of the Notes, New World Petroleum Investments, received 10,500,000 shares of the Company’s Common Stock (equivalent to a price of $0.057 per share) and the New World Warrant.  The New World Warrant expires in April 2014 and had a minimum fair market value on the date of issuance.  The fair value is determined using the Black-Scholes option pricing model and the following assumptions, expected volatility of 0.01%, risk-free interest rate of 1.9%, expected life of 3 years and no dividends.  There was no gain or loss upon the cancellation of the notes.  

 

On June 6, 2011, the Company completed a private placement of 466,667 Units to New World Petroleum Investments. Each Unit consisted of one share of Common Stock, and one share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.95 per share at any time until June 6, 2014. The Company sold each Unit at a price of $.75 per Unit, which represents total proceeds of $350,000.

 

On June 11, 2011, the Company completed a private placement of 200,000 Units to New World Petroleum Investments. Each Unit consisted of one share of Common Stock, and a Warrant. Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.95 per share at any time until June 11, 2014. The Company sold each Unit at a price of $0.75 per Unit, which represents total proceeds of $150,000. For each of the private placements to New World that took place on June 6 and June 11, 2011, the relative fair value of the Warrants issued was approximately 46% of the proceeds.

 

On June 30, 2011, the Company authorized and issued 25,000 shares of Common Stock to each of James E. Melland and Alfred H. Pekarek for serving on the Company’s Advisory Board. The aggregate fair market value of the shares was $37,500 on the date of grant. The value of the shares was recorded as a prepaid asset for future services to be provided over a six month term.

 

On October 3, 2011, the Company completed a private placement of 160,000 Units to New World Petroleum Investments. Each Unit consisted of one share of Common Stock, and a Warrant. Each Warrant entitles the holder to purchase one additional share of Common Stock at a price of $0.65 per share at any time until October 3, 2014. The Company sold each Unit at a price of $0.50 per Unit, which represents total proceeds of $80,000. The relative fair value of the Warrants issued was approximately 29% of the proceeds. These shares have not been issued as of the date of this filing.

 

In October 2011, the Company authorized the issuance of 100,000 shares of Common Stock to a consultant for services rendered to the Company with a fair market value of $50,000. These shares have not been issued as of the date of this filing.

 

None of the securities issued in transactions described in this Note 4 to the Financial Statements will be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and accordingly will be subject to all applicable restrictions on sale under such laws.

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Income Taxes
12 Months Ended
Oct. 31, 2011
Income Taxes
Note 5 Income Taxes

 

The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was approximately $813,000 and $397,700 at October 31, 2011 and 2010, respectively. The change in the valuation allowance in each of the periods ending October 31, 2011 and 2010 were $141,100 and $123,700, respectively. The significant components of the deferred tax asset as of October 31, 2011 and 2010 are as follows:

 

    2011     2010  
Net operating loss carryforwards   $ 276,300     $ 135,200  
Valuation allowance     (276,300 )     (135,200 )
Net deferred tax asset   $ -     $ -
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Going Concern
12 Months Ended
Oct. 31, 2011
Going Concern
Note 6 Going Concern

 

These financial statements have been prepared on a going concern basis, which implies American Liberty Petroleum Corp. will continue to meet its obligations and continue its operations for the next fiscal year. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should American Liberty Petroleum Corp. be unable to continue as a going concern. As of October 31, 2011 American Liberty Petroleum Corp has not generated revenues and has accumulated losses of $812,734 since inception. The continuation of American Liberty Petroleum Corp. as a going concern is dependent upon the continued financial support from its shareholders, the ability of American Liberty Petroleum Corp. to obtain necessary equity financing to continue operations, and the attainment of profitable operations.

 

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 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.

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Oil and Gas Properties and Commitments
12 Months Ended
Oct. 31, 2011
Oil and Gas Properties and Commitments
Note 7 Oil and Gas Properties and Commitments

 

Oil and Gas Leases

On May 11, 2010, ALP and Desert Discoveries, LLC, a Nevada limited liability company (“Desert Discoveries”), entered into an Option Agreement (as amended, the “Option Agreement”) under which Desert Discoveries granted ALP an option (the “Desert Discoveries Option”) to purchase Desert Discoveries’ interest in five oil and gas leases covering an aggregate of 9,877.28 acres of land in Nye, Esmeralda and Mineral Counties, Nevada (the “Original Leases”).  As partial consideration for the Desert Discoveries Option, ALP paid a signing fee and an initial option fee totaling $300,000, and placed another $600,000 in an escrow account, a portion of which Desert Discoveries used to develop the Original Leases prior to their acquisition by ALP.   On February 11, 2011, the Company and Desert Discoveries further amended the Option Agreement by entering into a Second Amendment to Option Agreement.  The Second Amendment added another 60% working interest in a new lease (the “Cortez Lease”), in the same formations as the Original Leases, as part of the interests to be purchased under the Option Agreement, and extended the end of the option exercise period from March 4, 2011 to June 11, 2011. The Company placed an additional $250,000 in the escrow account.  On June 9, 2011, the Company and Desert Discoveries executed a Third Amendment to Option Agreement, which extended the end of the option exercise period from June 11, 2011 to June 30, 2011.  

 

Desert Discoveries agreed in principle to transfer a 1% working interest in the Original Lease and a 1% working interest in the Cortez Lease to Edward Traub (“Traub”) in settlement of obligations not related to the Company. If those working interests are transferred, Traub will take each of them subject to the terms of the applicable option Agreement.

 

On June 27, 2011 (the “Closing Date”), the Company exercised the Desert Discoveries Option by paying the $100,000 purchase price to Desert Discoveries.  On the Closing Date, Desert Discoveries assigned all of its right, title and interest in and to the Original Leases, and a 60% interest in the Cortez Lease, to the Company by filing lease assignments with the US Office of the Interior, Bureau of Land Management. As contemplated by the Option Agreement, on August 3, 2011, the Company entered into two separate joint operator agreements for the development of the Original Leases and the Cortez Lease.

 

In addition to the cash payments, as partial consideration under the Option Agreement, the Company issued 1,500,000 shares of Common Stock (the “Restricted Shares”) to Desert Discoveries, along with warrants to purchase 1,600,000 shares of Common Stock for $0.75 per share (the “Warrants”), at any time until May 11, 2015. The Restricted Shares issued to Desert Discoveries were not registered under the Securities Act or any state securities laws, and are subject to all applicable restrictions on sale under such laws. The Common Stock and Warrants were valued at $85,714 and $91,355, respectively, and are included in Oil and Gas Properties.  In addition, the Restricted Shares and Warrants were subject to the following restrictions on transfer and exercise, respectively:

 

  - 500,000 of the Restricted Shares became transferrable, and 500,000 of the Warrants became exercisable, on July 4, 2010;
     
  - 500,000 of the Restricted Shares became transferrable, and 500,000 of the Warrants became exercisable, on January 4, 2011; and
     
  - 500,000 of the Restricted Shares became transferrable, and 600,000 of the Warrants became exercisable, on July 4, 2011.

 

The prepaid asset balance of $362,865 as of October 31, 2011 includes payments of $304,363 in the escrow account that have not yet been used for exploration costs.

 

Sale of Assets

On January 24, 2011, the Company entered into a series of transactions that, if consummated, would have resulted in the sale of substantially all of the assets of the Company.  The sale was to be accomplished by the merger of its wholly owned subsidiary.  True American Energy Corporation, a Nevada corporation (“TAEC”), with and into Keyser, with Keyser being the surviving corporation (the “Merger”).  Because the Company had transferred the Option Agreement to TAEC on January 3, 2011, the Option Agreement would be owned by Keyser after the Merger, with Keyser assuming the rights, duties and obligations of the Company under the Option Agreement.

 

Subsequent to entering into the Merger Agreement, the Company’s management decided to abandon the proposed Merger.  The Company, TAEC and Keyser entered into a Termination Agreement dated March 18, 2011 terminating the Agreement and Plan of Merger between the parties.  The termination of the Merger Agreement was disclosed on the Company’s Current Report on Form 8K filed on March 21, 2011. 

 

Cortez Lease

The Company has entered into two separate joint operator agreements for the development of the Original Leases and the Cortez Lease: (i) that certain Operating Agreement dated August 2, 2011 by and among Independence Drilling, LLC, a Nevada limited liability company (“Operator”), Desert Discoveries, and the Company (the “Independence Operating Agreement”) for the development of the Original Leases and (ii) that certain Operating Agreement dated August 2, 2011 by and among Operator, Desert Discoveries, Cortez Exploration, LLC, a Nevada limited liability company (“Cortez”), Punto De Luz, LLC, a Nevada limited liability company, and the Company (the “Cortez Operating Agreement”) for the development of the Cortez Lease. 

 

Under the Independence Operating Agreement, Independence will act as Operator to explore and develop oil and gas on the property covered by the Original Leases according to the Phase I Work Plan (the “Work Plan”) set forth in the Option Agreement. The Independence Operating Agreement provides that expenses associated with the Work Plan shall be paid first out of the Escrow Funds not yet used to develop the Original Leases or the Cortez Lease, and then from the $100,000 purchase price paid by the Company to Desert Discoveries to exercise the Option. After these funds have been spent, the Company will have a 75% working interest in the Original Leases (meaning that the Company will bear 75% of the costs and expenses pursuant to the Operating Agreement) in return for a 63.375% net revenue interest in the Cortez Lease.

 

Under the Cortez Operating Agreement, Independence will act as Operator to explore and develop oil and gas on the property covered by the Cortez Lease according to the Work Plan. The Cortez Operating Agreement provides expenses associated with the Work Plan shall be paid first out of the Escrow Funds not yet used to develop the Original Leases or the Cortez Lease. After these funds have been spent, the Company will have a 60% working interest in the Original Leases in return for a 48% net revenue interest in the Cortez Lease.

 

Investor Relations

 

The Company entered into a Letter of Agreement with Andrew J. Barwicki dated July 15, 2011 (the “Barwicki Agreement”). Under the Barwicki Agreement, Mr. Barwicki agreed to provide investor relations services to the Company in exchange for a monthly fee of $3,600 per month. The Company may, at its discretion, issue Mr. Barwicki 14,000 shares of the Common Stock of the Company, at which time the monthly fee will be reduced to $3,100 per month. Either party may terminate the Barwicki Agreement at any time.

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Subsequent Event
12 Months Ended
Oct. 31, 2011
Subsequent Event
Note 8 Subsequent Event

 

In February 2012, the Company issued 300,000 Units consisting of one share of the Company's Common Stock and a warrant to purchase one share of the Company's Common Stock at the price of $0.65 per share for a period of three years from the date of issuance of the Units. The gross proceeds from the sale of the Units was $150,000.

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