form10q.htm

10-Q 1 form10q.htm FORM 10-Q form10q.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 January 31, 2011

[ ] 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	45-0560329
(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)

(800) 709-1196
(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

68,425,000 share of common stock issued and outstanding as of March 17, 2011.

(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.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4T.	Controls and Procedures	5

	PART II – Other Information
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	(Removed and Reserved)	7
Item 5.	Other Information	7
Item 6.	Exhibits	8
	Signatures	9

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited 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 six month period ended January 31, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2011. 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, 2010.

	Page
Unaudited Financial Statements
Balance Sheets	F -1
Statements of Operations	F -2
Statements of Cash Flows	F -3
Notes to Financial Statements	F-4 to F-10

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	January 31, 2011 (unaudited)			July 31, 2010 (audited)
ASSETS
CURRENT ASSETS:
Cash in bank	$	218,001		$	179,791
Prepaid consulting fees		26,894			121,414
Total current assets		244,895			301,205

PROPERTY AND EQUIPMENT:
Deposits on mineral properties		195,000			195,000
Total property and equipment		195,000			195,000

TOTAL ASSETS	$	439,895		$	496,205

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable – trade	$	25,637		$	14,592
Accrued liabilities		7,274			18,624
Accounts payable – related parties		66,739			-
Due to stockholder		9,761			9,761
Loan payable		277,379			264,378

Total current liabilities		386,790			307,355

Total liabilities		386,790			3

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:
Common stock, par value $0.001 per share; 540,000,000 shares authorized; 68,425,000 shares issued and outstanding as of January 31, 2011, and July 31, 2010, respectively		68,425			68,425
Additional paid-in capital		195,500			195,500
Common stock payable		602,630			324,973
(Deficit) accumulated during the exploration stage		(813,450	)		(400,048	)
Total stockholders' equity		53,105			188,850

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	439,895			496,205

The accompanying notes to financial statements are an integral part of these balance sheets.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (NOTE 2)

FOR THE SIX MONTHS ENDED JANUARY 31, 2011 AND 2010,

AND CUMULATIVE FROM INCEPTION (MARCH 28, 2007)

THROUGH JANUARY 31, 2011

(Unaudited)

	Three Months Ended						Six Months Ended						Cumulative
	January 31,						January 31,						From
	2011			2010			2011			2010			Inception

REVENUES	$	-		$	-		$	-		$	-		$	-

EXPENSES:
Exploration costs		44,000						66,980						162,191
Maintenance fees for claim		-						24,292						24,292
General and administrative-
Incorporation fees		-			-			-			-			475
Consulting fees		127,969			-			256,103			-			417,163
Investor Relations / News		13,675			-			34,345			-			34,345
Professional fees		15,457			2,750			16,945			5,000			89,550
Bank and currency exchange fees		(551	)		18			(4,127	)		62			(8,192	)
General and administration		4,346			1,391			5,863			2,051			43,047
Total general and administrative expenses		204,896			4,159			400,401			7,113			762,871

(LOSS) FROM OPERATIONS		(204,896	)		(4,159	)		(400,401	)		(7,113	)		(762,871	)

OTHER INCOME (EXPENSE):
Interest (expense)		(6,700	)		(2,035	)		(13,001	)		(2,035	)		(27,379	)
(LOSS) BEFORE INCOME TAXES		(211,596	)		(6,194	)		(413,402	)		(9,148	)		(790,250	)

PROVISION FOR INCOME TAXES		-			-			-			-			-
NET (LOSS)	$	(211,596	)	$	(6,194	)	$	(413,402	)	$	(9,148	)	$	(790,250	)

(LOSS) PER COMMON SHARE:
(Loss) per common share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED		68,425,000			68,386,957			68,425,000			68,280,978

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

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (NOTE 2)

FOR THE SIX MONTHS ENDED JANUARY 31, 2011 AND 2010,

AND CUMULATIVE FROM INCEPTION (MARCH 28, 2007)

THROUGH JANUARY 31, 2011

(Unaudited)

	Six Months Ended						Cumulative
	January 31,						From
	2011			2010			Inception
OPERATING ACTIVITIES:
Net (loss)	$	(413,403	)	$	(9,148	)	$	(695,800	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Stock subscribed and issued for consulting services		96,571			-			153,635
Accrued interest		13,001			2,035			27,379
Changes in net assets and liabilities -
Accounts payable - trade		46,987			819			89,078
Accounts payable – related parties		30,798			-			30,798
Accrued liabilities		(11,350	)		(720	)		7,274
NET CASH (USED IN) OPERATING ACTIVITIES		(186,790	)		(7,014	)		(337,030	)

INVESTING ACTIVITIES:
Mineral properties acquired		-			(195,500	)		(250,000	)
NET CASH (USED IN) OPERATING ACTIVITIES		-			(195,500	)		(250,000	)

FINANCING ACTIVITIES:
Proceeds from unit subscriptions		225,000						485,000
Proceeds from the issuance of common stock		-						66,500
Proceeds from former shareholder loan		-			8,760			9,761
Proceeds from loan		-			195,500			250,000
Deferred offering costs		-			-			(13,750	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		225,000			204,260			797,511

NET INCREASE (DECREASE) IN CASH		38,210			1,746			210,481

CASH – BEGINNING OF PERIOD		172,271			138			-
CASH – END OF PERIOD	$	210,481		$	1,884		$	210,481

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Non-cash transactions:
Accrued interest payable to loan payable	$	24,521		$	-		$	24,521

The accompanying notes to financial statements are an integral part of this statement.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

Note 1 – Organization and summary of significant accounting policies

Organization and nature of business

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. In December 2009, the Company changed its business direction. The Company’s primary focus is on exploration of domestic strategic energy and mineral properties to supply the emerging demand for clean energy. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

In addition, 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.

On December 22, 2009, the Company declared a 1 for 27 forward stock split of its 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 date 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 change of name.

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 emphasis on lithium, vanadium, and uranium. 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 cost, 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.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

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

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. There were no dilutive financial instruments issued or outstanding during the periods ended January 31, 2011, and 2009.

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 January 31, 2011, and July 31, 2010, 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 financial statements as general and administrative expenses, and are expensed as incurred.

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 January 31, 2011, and July 31, 2010, and expenses for the periods ended January 31, 2011, and 2010, and cumulative from inception. Actual results could differ from those estimates made by management.

Reclassification

For the six-month period ended January 31, 2011, certain items in 2010 and cumulative from inception were reclassified to conform to the 2011 presentation.

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 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 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.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

Note 3 – Mineral properties

On December 24, 2009, the Company entered into two property purchase agreements with GeoXplor Corp. (“GeoXplor”), which granted an exclusive exploration licenses to the mineral properties described in the agreements.

One property purchase agreement is in regards to claims located in Esmeralda County, Nevada, for Lithium and Lithium Carbonate exploration (the “Lithium Agreement”). Under the Lithium Agreement, the Company is required to:

1.	Make cash payments of $490,000 over a four-year period

a.	Initial cash payments of $115,000 were made in November and December of 2010

A further cash payment of $75,000 was required on December 24, 2010. On December 14, 2010, the parties agreed to defer this payment until up to February 7, 2011. On January 10, 2011, GeoXplor agreed to accept payment in the form of restricted common shares of the Company, in the amount of 179,426 shares, which shares have not yet been issued;

2.	Issue a total of 1,000,000 restricted shares of common stock over a three-year period

a.	250,000 shares of common stock were issuable upon execution of the agreement

b.	A further 250,000 shares were issuable on the first anniversary, December 24 2010, of the Lithium Agreement

3.	Comply with a work commitment of $1,000,000 within four years of the date of the agreement.

a.	As of January 31, 2010, a total of $153,599 has been expended on exploration and claim maintenance activities. A further approximately $100,000 is required to be expended according to the agreement prior to December 24, 2011.

Another property purchase agreement is in regards to claims located in San Juan County, Utah, for Vanadium and Uranium exploration (the “Van-Ur Agreement”). In regards to the Van-Ur Agreement, the Company is required to:

1.	Make cash payments of $480,000 over a four-year period

a.	Initial cash payments of $80,000 were made in November and December of 2010

b.	A further cash payment of $100,000 was required on December 24, 2010. On December 14, 2010, the parties agreed to defer this payment until up to February 7, 2011.

2.	Issue a total of 1,000,000 restricted shares of common stock over a three-year period

a.	250,000 shares of common stock were issuable upon execution of the agreement

b.	A further 250,000 shares were issuable on the first anniversary, December 24 2010, of the Lithium Agreement

3.	Comply with a work commitment of $1,000,000 within four years of the date of the Agreement.

a.	As of January 31, 2010, a total of $20,974 has been expended on exploration and claim maintenance activities. A further approximately $230,000 is required to be expended according to the agreement prior to December 24, 2011.

All outstanding share issuances due and payable under the two agreements are to be issued prior to March 31, 2011.

Pursuant to both Agreements, upon the completion of the required payments and work commitments, GeoXplor shall transfer title to the properties to the Company, and will retain a three percent (3%) royalty, on which, the Company will have the option to purchase two percent (2%), each percentage point for $1,000,000. Furthermore, if the Company, an assignee or a joint venture including the Company, (i) delivers to its Board of Directors or applicable other management a feasibility study recommending mining from the respective Properties and such Board of management authorizes implementation of a mining plan, or (ii) sells, options, assigns, disposes or otherwise alienates all or a portion of its interest in the Property, the Company shall pay GeoXplor an additional bonus of Five Hundred Thousand Dollars ($500,000) in cash or Shares of the Company. The election to obtain cash or shares shall be at the sole election of GeoXplor.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

Note 4 – Prepaid consulting fees

On May 13, 2014, the Company entered into a consulting agreement with Mr. John Hoak, a Director of the Company, which agreement was effective from March 24, 2010. The Company issued 250,000 shares of common stock valued at $187,500 for the services to be rendered. During the six-month period ended January 31, 2011, $94,521 of consulting expense was recognized pertaining to this agreement and $160.787 of accumulated consulting expense was recognized.

Note 5 – Loan payable

On December 24, 2009, the Company borrowed $200,000 from a third party under a promissory note. The loan is unsecured, bears interest at 10 percent per annum, and is due and payable on or before December 23, 2010. On February 1, 2010, the Company borrowed an additional $50,000 from the same third party lender, which is also unsecured, bears interest at 10 percent per annum, and is due on or before January 31, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amount and all interest accrued of both loans, as of December 24, 2010, into a single consolidated loan. The new consolidated loan is in the amount of 274,520.55 ($200,000 principal + $50,000 principal + $24,520.55 in accrued interest), is unsecured, bears interest at 10 percent per annum, and is due on or before December 23, 2011.

As of January 31, 2011, $2,858 of interest related to the consolidated loan was accrued.

Note 6 – Related parties transactions

During the six-month period ended January 31, 2011, the prior president of the Company, who resigned on December 28, 2010, invoiced the Company for $87,093 with respect to his consulting services consisting of $60,000 in fees, as well as certain reimbursable expenses totaling $27,093. The Company has paid $51,152, leaving $35,941 due and payable to him as of January 31, 2011.

On March 1, 2010, the Company entered into a consulting agreement with Mr. John Rud, who holds the position of Vice President Exploration with the Company. The Company was to issue 250,000 shares of common stock for services rendered. During the six month period ended January 31, 2011, $52.747 of consulting expense was recognized pertaining to the agreement, and $117,719 of accumulated consulting expense was recognized. The 250,000 shares of common stock have not yet been issued, but are to be issued prior to March 31, 2011.

On May 13, 2010, the Company entered into a consulting agreement with Mr. John Hoak, a Director of the Company. Under the agreement, the Company shall pay $2,500 per month in consulting fees started the effective date. For the six period ended January 31, 2011, the Company recognized consulting expense in the amount of $15,000 and traveling expenses in the amount of $798. The Company didn’t make any cash payment to Mr. Hoak, leaving $25,798 cumulatively due and payable to this related party.

On November 29, 2010, Mr. Don Nicholson was appointed as a Director of the Company, and on December 28, 2010, Mr. Nicholson was appointed as President and Treasurer for the Company. During the six-month period ended January 31, 2011, the Company was invoiced the amount of $5,000 with respect to the provision of consulting services. The Company did not make any cash payments, leaving $5,000 due and payable.

As of January 31, 2011, a former officer and Director of the Company had an outstanding loan amount to the Company of $9,761 (July 31, 2010- $9,761). The loan is unsecured, non-interest bearing, and has no specific terms for repayment.

Note 7 – Common stock

On December 24, 2009, the Company agreed to issue 500,000 shares of common stock to GeoXplor Corp. pursuant to certain Mineral Property Purchase Agreement. (See Note 3 – Mineral properties). As of January 31, 2011, these shares have not been issued.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

Note 7 – Common stock (continued)

On March 1, 2010, the Company entered into a consulting agreement with Mr. John Rud, wherein Mr. Rud has agreed to provide, among other things, consulting services to the Company for a period of 12 months. The Company agreed to issue to Mr. Rud 250,000 shares of the Company common stock for services to be provided. As of January 31, 2011, these shares of common stock have not been issued.

On March 11, 2010, the Company subscribed 720,000 units in a private placement at $0.50 per unit. Each unit consisted of one common share and one detachable non-transferrable warrant. Each whole common share purchase warrant entitles the holder to purchase one share of common stock at a price of $0.50 for a period of twenty-four months commencing from closing. As of January 31, 2011, the subscribed stock had not been issued and has been valued at $0.50 per share. As of January 31, 2011, the warrants had not been issued and, therefore, not valued.

On May 3 2010, we 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 continues to March 24, 2012. In consideration for agreeing to provide such consulting services, we have issued to Mr. Hoak 250,000 shares of our common stock valued at $187,500. A further 250,000 shares will become due in March 24, 2011 should Mr. Hoak remain as a director at that time.

On December 24, 2010, the Company was to issue 500,000 shares of common stock to GeoXplor Corp. pursuant the Mineral Property Purchase Agreements. (See Note 3 – Mineral properties). As of January 31, 2011, these shares have not been issued.

On January 10, 2011, GeoXplor, as part of agreement between GeoXplor and the Company in regards to the settlement of a $75,000 payment owing on the Lithium Agreement, agreed to accept payment in the form of restricted common shares of the Company, in the amount of 179,426 shares, which shares have not yet been issued.

During the three month period ended January 31, 2011, the Company received 450,000 units in a private placement, raising gross proceeds of $225,000 at $0.50 per unit. Each unit consists of one common share and one non-transferrable detached warrant. Each whole common share purchase warrant entitles the holder to purchase one share of common stock at a price of $0.50 for a period of twenty-four months commencing from closing. As of January 31, 2011, the subscribed stock had not been issued and has been valued at $0.50 per share. As of January 31, 2011, the warrants had not been issued and, therefore, not valued.

All common stock and warrants identified in this Note 7 are to be issued by the Company prior to March 31, 2011.

Note 8 – Recent accounting pronouncements

In April 2009, the FASB issued modification to ASC 805-20, “Business combinations-Sub topic 20 Identifiable Assets and Liabilities, and Any Noncontrolling Interests”, which requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value of such an asset or liability cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with ASC 450 (“ASC 450”) “Contingencies”. Further, ASC 805-20 requires that a systematic and rational basis for subsequently measuring and accounting for the assets or liabilities arising from contingencies be developed based on their nature. The modifications to ASC 805-20 are effective for assets or liabilities arising from contingencies in business combinations whose acquisition date is on or after January 1, 2009.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

Note 8 – Recent accounting pronouncements (continued)

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards ("SFAS"), SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2010-26 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.

Note 9 – Subsequent events

On February 3, 2011 we entered into and closed an agreement with New America Energy Corp. (“New America”) and GeoXplor Inc. (“NECA Agreement”), pertaining to the assignment of the Company’s interest in the mining claims associated with our December 24, 2009, Van-Ur Agreement with GeoXplor, and we granted an option, as well as exploration rights, in these claims. Pursuant to the terms of the NECA Agreement, the consideration for entering into this agreement with New America is as follows:

1.	$10,000 on the execution of the agreement; $33,333 within 120 days of the execution of the agreement; $33,333 within 240 days of the execution of the agreement; and $33,334 within 360 days of the execution of the agreement;

a.	The amount of $10,000 was received by the Company on February 8, 2011

2.	500,000 shares of New America common stock

a.	These shares were issued to the Company on February 11, 2011

3.	A 0.5% net smelter royalty on all net revenue derived from production from the Property.

This NECA Agreement fully releases the Company from its obligations under the December 24, 2009, UraVan Agreement, including the December 24, 2010 payment of $100,000 (deferred until February 7, 2011) and all future payments, work program commitments, and stock issuances including the December 24, 2010 issuance for 250,000 shares. The value of the mining property asset associated with this agreement will be divested from the Company’s financial statements.

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2011 AND 2010

(Unaudited)

Note 9 – Subsequent events (continued)

If New America is unable to make any of the ongoing share issuances or payments under the agreements with GeoXplor and the Company, the property rights would revert to the Company who would be responsible for any remaining payments to GeoXplor which are as follows:

1.	$50,000 on February 28, 2011; $50,000 on May 31, 2011; $100,000 on the 1st year anniversary of the agreement; $100,000 on the 2nd year anniversary of the agreement; $100,000 on the 3rd year anniversary of the agreement; and $100,000 on the 4th year anniversary of the agreement;

2.	250,000 shares of common stock on or before the date one year from the date of the agreement; 250,000 shares of common stock on or before the date two years from the date of the agreement; and 250,000 shares of common stock on or before the date three years from the date of the agreement; and

3.	A 2.5% net smelter royalty on all net revenue derived from production from the Property.

As of the date of this report, New America is current in its payment obligations to the Company and to GeoXplor.

On March 3, 2011 the Company received a letter from Etania Audit Group P.C. (“Etania”) (formerly Davis Accounting Group P.C.) stating that it was resigning as the registered independent auditor of the Company. Subsequently, also on March 3, 2011, the Company received from the Securities and Exchange Commission a letter stating that its auditor, Etania, was not duly licensed when it issued an audit opinion on the Company’s financial statements included in the Company’s Form 10-K for fiscal year ending July 31, 2010, and accordingly those financial statements are not considered to be audited. The Company has filed, on March 22, 2011, an amended Form 10-K report to include audited financial statements by a firm which is duly registered and in good standing.

On March 7, 2011, the Board engaged the accounting firm of De Joya Griffith & Company, LLC (“De Joya”) and appointed it as the Company’s new independent registered public accounting firm.

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, 2010, together with notes thereto.

As used in this quarterly report, the terms "we", "us", "our", and the "Company" mean First Liberty Power Corp.

Material Changes in Financial Condition

Liquidity & Capital Resources

As of January 31, 2011, our cash balance was $218,001, which is an increase from our cash balance of $179,791 at July 31, 2010. The Company received a total of $225,000 of additional investment capital or loans during the six month period from August 1st through January 31, 2011.

Inclusive of prepaid consulting fees of $26,894 ($121,414 – July 31, 2010), our current assets are $244,895. Our current liabilities are $679,420 ($372,327 – July 31, 2010). This results in a current working capital position of $-434,525 ($71,122 – July 31, 2010). This decrease in working capital is primarily as a result of a decrease in prepaid consulting to $26,894 ($121,414 – July 31, 2010) due to services provided by a Director of the Company. Accounts payable – trade increased to $220,637 ($14,592 – July 31, 2010) as a result of obligations incurred under our mineral property agreements. Accounts payable – related parties increased to $66,739 ($nil – July 31, 2010) resulting from amounts invoices by management for services provided. Lastly, stock payable was $117,630 ($64,973 – July 31, 2010), which increase resulted from services provided by a consultant to be paid in stock that was not issued as of the period end.

As we are not currently generating any revenues, we will require additional funds to implement our exploration and development programs, which we anticipate to be approximately $1,000,000. This estimate is comprised of $100,000 for required exploration and maintenance expenditures on our Lithium property, a further $100,000 acquisition payment on same, $230,000 for required exploration and maintenance expenditures on our Vanadium-Uranium property, a further $100,000 acquisition payment on same, $300,000 for principal and accrued interest on our loan payable, and a further $170,000 to cover operating and overhead costs.

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 immediate future in order to proceed with our exploration program and ongoing operations, as our available cash is insufficient.

The Company believes that it has secured sources for a further $500,000 of its forthcoming identified capital requirements, and therefore anticipates raising such capital on terms similar to those that we have obtained in the past. Beyond those amounts, there are no clearly identified sources, and there is no assurance we will be able to identify or acquire those funds on a commercially reasonable basis.

Material Changes in Results of Operations

We are an exploration stage company engaged in the exploration of mineral properties. To date, we have not generated any revenues.

Our expenses for the three-month period ending January 31, 2011, were $217,163 ($4,159 - Jan 31, 2010). This increase in expenses was primarily attributable to our having entered into two purchase agreements with GeoXplor Corp. The ongoing costs of developing these properties involves substantially increased costs compared to the prior period where these agreements were not in place, including claims maintenance costs, consulting fees, and general and administration costs. Furthermore, we incurred exploration costs of $22,980 in the current quarter ended January 31, 2011, compared to $nil in the same quarter of the prior year.

Our expenses for the six-month period ending January 31, 2011, were $403,276 ($7,113 - Jan 31, 2010), with the increases being attributable to the same reasons as per the three month period above. Exploration costs for the six month period were $66,980.

Off- Balance Sheet Arrangements

The Company presently does not have any off-balance sheet arrangements.

Going Concern

In their audit report relating to our financial statements for the period ended July 31, 2010, 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 raise 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

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

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Mr. Don Nicholson, 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, 2011, 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 January 31, 2011. 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 January 31, 2011, 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 January 31, 2011:

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 one staff member. 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;

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;

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.

Changes in Internal Control over Financial Reporting

As of January 31, 2011, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the quarter ended and to date, 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 play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended January 31, 2011, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

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 a position to segregate duties consistent with control objectives and to increase our personnel resources. 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 temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

During the quarter ended January 31, 2011, 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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None .

ITEM 6. EXHIBITS

NO.	IDENTIFICATION OF EXHIBIT
3.1	Articles of Incorporation	Incorporated by reference to the Form SB-2 filed on November 13, 2007.
3.2	Bylaws	Incorporated by reference to the Form SB-2 filed on November 13, 2007.
3.3	Articles of Merger	Incorporated by reference to the Form 8-K filed on February 22, 2010.
3.4	Certificate of Change	Incorporated by reference to the Form 8-K filed on February 22, 2010.
10.1	Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and First Liberty Power Corp.	Incorporated by reference to the Form 8-K filed on January 21, 2010.
10.2	Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and First Liberty Power Corp.	Incorporated by reference to the Form 8-K filed on January 21, 2010.
10.3	Consulting Agreement dated March 1, 2010, between John Rud and First Liberty Power Corp.	Incorporate by reference to the Form 10-K/A-2 filed on March 22, 2011.
10.5	Consulting Agreement dated May 3, 2010, between John Hoak and First Liberty Power Corp.	Incorporated by reference to the Form 8-K filed on August 4, 2010.
10.8	Property Assignment And Acquisition Agreement, dated February 3, 2011 between GeoXplor, the Company, and New America Energy Corp	Incorporate by reference to the Form 8-K filed on February 7, 2011
31.1	Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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:	March 22, 2011	By:	/s/ Don Nicholson
		Name:	Don Nicholson
		Title:	President, Director (Principal Executive, Financial and Accounting Officer