10-Q

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, 2012
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

000-52928
Commission File Number
FIRST LIBERTY POWER CORP.
(Exact name of registrant as specified in its charter)
Nevada	90-0748351
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7251 W. Lake Mead Blvd, Suite 300, Las Vegas, NV	89128
(Address of principal executive offices)	(Zip Code)
(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

81,751,834 share of common stock issued and outstanding as of March 16,  2012.

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

2

FIRST LIBERTY POWER CORP

TABLE OF CONTENTS

		Page
	PART I – Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7
	PART II – Other Information
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	12
	Signatures	13

3

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 three and six month periods ended January 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2012.  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, 2011.

	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-11

4

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	January 31, 2012 (unaudited)			July 31, 2011 (audited)
ASSETS
CURRENT ASSETS:
Cash in bank	$	1,436		$	74,576
Prepaid expense – current portion		335,388			440,942
Available for sale securities		170,000			175,000
Security deposit		28,500			-
Total current assets		535,324			690,518
PROPERTY:
Deposit on mineral properties		293,700			240,000
Total property		293,700			240,000
OTHER ASSETS
Prepaid expense		1,898			109,375
Unamortized financing fees		22,500			-
Total other assets		24,398			109,375
TOTAL ASSETS	$	853,422		$	1,039,893
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable – trade	$	82,080		$	61,268
Accounts payable – related parties		91,988			76,988
Accrued liabilities		-			40,992
Due to stockholder		9,761			9,761
Loan payable		-			250,000
Total current liabilities		183,829			439,009
Total liabilities		183,829			439,009
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Common stock, par value $0.001 per share; 540,000,000 shares authorized;  81,751,834 and 76,074,426  shares issued and outstanding as of  January 31, 2012, and July 31, 2011, respectively		81,752			76,074
Additional paid-in capital		2,241,772			1,808,603
Accumulated other comprehensive loss		(80,000	)		(75,000	)
Deficit accumulated during the exploration stage		(1,573,931	)		(1,208,793	)
Total stockholders' equity		669,593			600,884
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	853,422		$	1,039,893

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

F-

F-1

FIRST LIBERTY POWER CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS

(Unaudited)

													Cumulative
	Three Months Ended						Six Months Ended						From Inception
	January 31,						January 31,						(March 28, 2007)
	2012			2011			2012			2011			to Jan 31, 2012
REVENUES	$	-		$	-		$	-		$	-		$	-
EXPENSES:
Exploration costs		-			44,000			10,125			91,272			240,636
Management & consulting fees		130,654			127,969			274,356			256,103			1,093,688
Professional fees		23,462			29,132			63,314			30,620			207,694
General and Administration		2,820			3,795			4,618			22,406			109,015
Total Expenses		156,936			204,896			352,413			400,401			1,651,033
LOSS FROM OPERATIONS		(156,936	)		(204,896	)		(352,413	)		(400,401	)		(1,651,033	)
OTHER INCOME (EXPENSE)
Gain loss on transfer of property option		-			-			-			-			155,000
Interest expense		(4,062	)		(6,700	)		(10,981	)		(13,001	)		(51,976	)
Exchange loss		-			-			(1,744	)		-			(2,722	)
TOTAL OTHER INCOME (EXPENSE)		(4,062	)		(6,700	)		(12,725	)		(13,001	)		100,302
NET LOSS	$	(160,998	)	$	(211,596	)	$	(365,138	)	$	(413,402	)		(1,550,731	)
COMPREHENSIVE LOSS
Change in market value of securities		-			-			(5,000	)		-			(80,000	)
COMPREHENSIVE LOSS		(160,998	)		(211,596	)		(370,138	)		(413,402	)		(1,630,731	)
LOSS PER COMMON SHARE:
Loss per common share – basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Comprehensive loss per common share – basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC		78,614,781			68,425,000			77,377,901			68,425,000

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

F-

F-2

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

 (Unaudited)

	Six Months Ended						Cumulative
	January 31, 2012						From Inception
							(March 28, 2007)
	2012			2011			to January 31, 2012
OPERATING ACTIVITIES:
Net loss	$	(365,138	)	$	(413,402	)	$	(1,550,731	)
Adjustments to reconcile net (loss) to net cash (used in)   operating activities:
Debt forgiven		-			-			475
Gain on sale of property		-			-			(155,000	)
Stock based compensation, consulting services		242,306			147,177			866,824
Changes in net assets and liabilities -
Accrued interest		10,981			13,001			51,973
Prepaid expense		(4,600	)		-			(6,183	)
Unamortized financing fees		(7,500	)		-			(7,500	)
Accounts payable - trade		20,811			46,987			82,079
Accrued liabilities		-			(11,350	)		0
Accounts payable – related parties		15,000			30,797			91,988
NET CASH USED IN OPERATING ACTIVITIES		(88,140	)		(186,790	)		(626,075	)
INVESTING ACTIVITIES:
Proceeds on sale of property		-			-			(185,000	)
NET CASH USED IN INVESTING ACTIVITIES		-			-			(185,000	)
FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		15,000			225,000			566,500
Proceeds from former shareholder loan		-			-			9,761
Proceeds from loan		-			-			250,000
Deferred offering costs		-			-			(13,750	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		15,000			225,000			812,511
NET INCREASE (DECREASE) IN CASH		(73,140	)		38,210			1,436
CASH – BEGINNING OF PERIOD		74,576			179,791			-
CASH – END OF PERIOD	$	1,436		$	218,001		$	1,436
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITIES
Cash paid during the period for:
Interest	$			$	-		$	-
Income taxes	$			$	-		$	-
Unamortized financing fees	$	(15,000	)	$	-		$	(15,000	)
Change in prepaid, net	$	(242,306	)	$	-		$	(559,264	)
Conversion of debt	$	(301,973	)	$	-		$	(301,973	)

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

F-3

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

Note 1 – Organization and summary of significant accounting policies

Basis of Presentation and Organization

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 three and six month periods ended January 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2012.  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, 2011.

First Liberty Power Corp. (“First Liberty Power” or the “Company” and formerly Quuibus Technology, Inc.) is a Nevada corporation in the exploration stage.  The Company was incorporated under the laws of the State of Nevada on March 28, 2007.  The original business plan of the Company was focused on developing and offering a server-based software product for the creation of wireless communities. The Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission, and raise capital of up to $60,000 from a self-underwritten offering of 1,200,000 shares of newly issued common stock in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on November 13, 2007, and declared effective on November 21, 2007. On February 18, 2008, the Company completed an offering of its registered common stock.

In December 2009, the Company changed its business direction, and the Company’s primary focus is on exploration 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.

On December 22, 2009, the Company declared a 27 for 1 forward stock split of its authorized and issued and outstanding common stock. The Company’s authorized common stock increased from 20,000,000 shares of common stock with a par value of $0.001 to 540,000,000 shares of common stock with a par value of $0.001. The effect of the stock split has been recognized retroactively in the stockholders’ equity accounts as of March 28, 2007, the date of our inception, and in all shares and per share data in the financial statements.

Effective December 22, 2009, the Company changed its name from “Quuibus Technology, Inc.” to “First Liberty Power Corp.” by way of a merger with its wholly owned subsidiary First Liberty Power Corp., which was formed solely for the name change.

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 carbonate.  Mineral claim and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development 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.

F-4

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

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

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Long-lived assets

The Company accounts for its long-lived assets in accordance with FASB ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.

Investments

The Company holdings in marketable securities classified as available-for-sale are carried at fair value. The carrying value of marketable securities is reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available for sale securities are included in the Company’s statements of operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss).

Effective February 8, 2011, the Company acquired 500,000 shares of New America Energy common stock pursuant to an Agreement between the Company, New America Energy and GeoXplor (refer to Note 3) for the deemed value of $250,000. The equity investment will be periodically reviewed to determine if impairment is required.

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 quarters ended January 31, 2012, and 2011.

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, 2012, and July 31, 2011, the carrying value of the Company’s financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

F-5

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

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

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, 2012, and July 31, 2011, and expenses for the quarters ended January 31, 2012, and 2011, and cumulative from inception.  Actual results could differ from those estimates made by management.

Reclassification

For the three-month and six month periods ended January 31, 2012, certain items in 2010/2011 and cumulative from inception were reclassified to conform to the current presentation.  The Company has consolidated certain line items on the statement of operations including Legal fees and Accounting and Audit fees to one line item, “Professional fees”.  Additionally the Company has consolidated into one line item, “General and Administration” the following: Transfer agent fees, SEC filing fees, Office rent, Bank and office supplies.

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 of $1,573,931 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.

Note 3 – Mineral properties

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

F-6

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

Note 3 – Mineral properties (continued)

A) Lithium Agreement:

A property purchase agreement for 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; and

b.

A cash payment of $75,000 was required on December 15, 2010. On December 14, 2010, the parties agreed to defer this payment 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 were issued in June 2011.

c.

A cash payment of $100,000 was required on December 15, 2011.  On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.   If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement.

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 Lithium Agreement; and

b.	250,000 shares were issuable on the first anniversary, December 24 2010, of the Lithium Agreement. In June 2011, the combined 500,000 shares were issued.
c.	250,000 shares were issuable on the second anniversary, December 24 2011, of the Lithium Agreement, which shares were issued in January 2012. There remains a further 250,000 shares to be issued on December 24, 2012.

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

  a. As of January 31, 2012, a total of $219,662 has been expended on exploration and claim maintenance activities. A further approximately $358,000 is required to be expended according to the Lithium Agreement prior to December 24, 2012.

Pursuant to the Lithium 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, of which, the Company will have the option to purchase two percent (2%), by paying cash consideration for each percentage point of $1,000,000, bringing to total amount required for 2% to $2,000,000. 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 of the payment of either cash or shares shall be at the sole election of GeoXplor.

B) Van-Ur Agreement:

A property purchase agreement for 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 was required to:

F-7

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

Note 3 – Mineral properties (continued)

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; and

  b. A 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 (see below in regard to this payment required).

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.	250,000 shares were issuable on the first anniversary, December 24 2010, of the Van-Ur Agreement
	The initial 250,000 shares due and payable under the Van-Ur Agreement were issued in in June 2011. The remaining 250,000 shares were not issued, as a result of the assignment of the Van-Ur Agreement to New America Energy Corp. as described below, and no further share issuances are required.

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

  a. A total of $20,974 was expended on exploration and claim maintenance activities prior to the assignment of the Van-Ur Agreement to New America Energy Corp. as described below.  No further payments are required.

On February 3, 2011, we entered into and closed agreements with New America Energy Corp. (“New America”) and GeoXplor Inc. (“NECA Agreement”), whereby the Company optioned its interest in the mining claims associated with the Van-Ur Agreement, granting an option, as well as exploration rights, in these claims to New America. Pursuant to the terms of the NECA Agreement, the consideration to the Company for entering into this agreement with New America was as follows:

1. $10,000 on the execution of the NECA Agreement; $33,333 within 120 days of the execution of the NECA Agreement; $33,333 within 240 days of the execution of the NECA Agreement; and $33,334 within 360 days of the execution of the NECA 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. The fair value of the shares was recorded as an investment in the amount of $250,000 based on the trading price of the shares at the time of issuance, which was $0.50 per share. The value of these shares is to be periodically reviewed and adjusted as required.

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

Subject to New America fulfilling the terms of the NECA Agreement, the Company was not required to meet its obligations under the Van-Ur 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.

Pursuant to the terms of the Van-Ur Agreement, New America made cash payments in the amount of $10,000, and issued 500,000 shares of common stock to the Company and made cash payments in the amount of $50,000 and issued 500,000 shares of common stock to GeoXplor.

The value of the mining property asset associated with this agreement has been divested from the Company’s financial statements, and as of January 31, 2012, the Company has recorded the gain on the transfer of the mineral property option in the amount of $75,000.

F-8

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

Note 3 – Mineral properties (continued)

The payment of $33,333 due to the Company on June 3, 2011 and the payment of $50,000 due to GeoXplor on May 31, 2011 pursuant to the Van-Ur Agreement were not paid as due. The parties to the agreement verbally agreed to extend the payment due dates by 120 days and on August 1, 2011, with an effective date of May 31, 2011, the parties executed an extension agreement.  Under the terms of the extension agreement, during the 120 day extension period commencing from May 31, 2011, GeoXplor has the right to solicit and accept offers by other parties on the property, in which case the Van-Ur Agreement will be terminated and neither New America nor the Company will have any further rights or interest in the Uravan property.  At any time prior to the expiration of the 120 day term either NECA or the Company could pay the required payments to GeoXplor.   Should neither NECA nor the Company pay the required payments under the agreement then the property would revert to GeoXplor unless further extended.

The extension agreement was lapsed on September 30, 2011, with neither New America nor the Company making any additional payments; therefore the claims have fully reverted back to GeoXplor Corp.   The Company has no further obligations in respect of the original Van-Ur Agreement of the assignment thereof.

Note 4 – Loan payable

On December 24, 2009, the Company borrowed $200,000 from an unrelated third party under a promissory note. The loan was unsecured, bore interest at 10 percent per annum, and was 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 amount was also unsecured, bore interest at 10 percent per annum, and was due on or before February 1, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amounts, as of December 24, 2010, into a single consolidated loan with the then accrued interest. The new consolidated loan was in the face amount of $250,000 plus $51,973 in accrued interest, unsecured, bore interest at 10 percent per annum, and was due on or before December 23, 2011.  On December 23, 2011, the combined principal and interest amounted to $301,973.

On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

Note 5 – Related parties transactions

On March 1, 2010, the Company entered into a consulting agreement with Mr. John Rud, under which Mr. Rud was to hold the position of Vice President Exploration with the Company. Mr. Rud is also a principal with GeoXplor, with whom the Company has its property purchase agreement. Under the terms of the contract, Mr. Rud was to receive 250,000 shares of the Company’s common stock as compensation for services rendered to February 28, 2011, such shares to be deemed earned based on the number of days of services provided.   As a result during the initial term of Mr. Rud’s contract, the Company recorded compensation expense in respect of the shares based on multiplying the pro-rata portion of 250,000 shares earned, over a 365 day year, by the average closing price of the Company’s common stock over the same period. On March 1, 2011, the Company and Mr. Rud agreed to extend the contract for an additional year, under the same terms, though with Mr. Rud undertaking a non-executive role with the Company.  The Company issued a further 250,000 shares of common stock for services rendered in June 2011. On October 31, 2011, Mr. Rud resigned his role at the Company, and the contract was terminated. The Company agreed not to exercise the clawback provision in the contract, and therefore all 145,889 shares were expensed as of that date, resulting in a compensation expense of $16,048 being recorded.

F-9

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

Note 5 – Related parties transactions continued

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, on May 3, 2010, we issued to Mr. Hoak 250,000 shares of our common stock, with a further 250,000 shares issued in July 2011, valued at $75,000. During each period, a compensation expense is determined based on the number of days for which services were provided relative to 365 days, multiplied by the common stock valuation. This amount is deducted from the pre-paid expense ($75,000 from the 2nd issuance) accordingly in each period, which amount was $18,904 recorded as consulting expense during the three-month period ended January 31, 2012, leaving a pre-paid expense balance of $10,685. The agreement with Mr. Hoak also contains a provision for the payment of $2,500 a month during the term of the agreement. For the three-month period ended January 31, 2012, the Company recognized an additional consulting expense in the amount of $7,500. The Company did not make any cash payment to Mr. Hoak in the period, leaving $55,798 cumulatively due and payable to this related party.

As of January 31, 2012, a former officer and Director of the Company had an outstanding loan amount to the Company of $9,761 (July 31, 2011- $9,761). The loan is unsecured, non-interest bearing, and has no specific terms for repayment. In addition this former officer and Director paid on behalf of the Company a total of $36,190 in expenses which is payable as of January 31, 2012.

The Company entered into an agreement on July 2, 2011, effective November 15, 2010, with LTV International Holdings Ltd. (“LTV”), to provide management services to the Company, the terms of which required the issuance of 5,000,000 shares to LTV, issued on July 15, 2011, and a monthly fee of $2,500 payable to LTV. Mr. Don Nicholson is the designated service provider under the agreement with LTV. On November 29, 2010, Mr. Don Nicholson was appointed as a member of the board of directors of the Company, and on December 28, 2010, effective January 1, 2011; Mr. Nicholson was appointed Chief Executive Officer, President, and Secretary-Treasurer. There are no outstanding amounts owing as of January 31, 2012, under the agreement.

Note 6 – Common stock

On August 9, 2011, the Company signed a confidential term sheet in respect to the creation of a $3,000,000 Equity Line financing structure.  Pursuant to the term sheet, the Company paid a document preparation fee of $7,500, and issued a total of 136,364 shares valued at $15,000.  Final documentation and conditions relative to this term sheet have not been completed as the filing of this report, but are expected to be shortly thereafter.

On January 11, 2012, the Company entered into a 13 month agreement with an unrelated third party for the provision of non-exclusive financial advisor, investment bank and placement agent services to the Company.  Pursuant to this agreement, the Company was required to issue 350,000 shares, which were issued in January 2012, and valued at $24,675 of which $949 had been expensed in the current period.

According to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, 250,000 shares valued at $16,250, were issuable on the second anniversary of the Agreement, December 24 2011, which shares were issued in January 2012.

Further to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, a cash payment of $100,000 was required on December 15, 2011.  On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.  If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement.

F-10

FIRST LIBERTY POWER CORP.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

Note 6 – Common stock continued

On December 24, 2009, the Company borrowed $200,000 from an unrelated third party under a promissory note. The loan was unsecured, bore interest at 10 percent per annum, and was 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 amount was also unsecured, bore interest at 10 percent per annum, and was due on or before February 1, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amounts, as of December 24, 2010, into a single consolidated loan. The new consolidated loan is in the amount of $250,000 and is unsecured, bears interest at 10 percent per annum, and is due on or before December 23, 2011. On December 23, 2011, the combined principal and interest of the note amounted to $301,973.  On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

On December 16, 2011, the Company received a total of $15,000 from the proceeds of the sale of 187,500 shares of its common stock under a private placement agreement, priced at $0.08 / share, which shares were issued in January 2012.  The purchaser has received 187,500 warrants, each with the right to purchase a share at the price of $0.08/share, valid through to December 15, 2013.

Note 7 –Marketable Securities and Investments

The following is a summary of available-for-sale marketable securities as of January 31, 2012:

	Cost		Unrealized Gain		Unrealized (Losses)			Market or Fair Value
Equity securities	$	250,000		-		(80,000	)		170,000
Total	$	250,000		-		(80,000	)		170,000

The Company classifies securities that have a readily determinable fair value and are not bought and not held principally for the purpose of selling them in the near term as securities available-for-sale, pursuant to FASB ASC 320-10, Investments-Debt & Equity Securities.  Under FASB ASC 320-10, unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported in other comprehensive income (loss) until realized.

Note 8 –Subsequent Note

On February 23, 2012, the Company closed a convertible debenture financing in the amount of $205,000, of which $102,500 ($90,000 net of finance and legal costs) gross was received prior to the filing of this report (“Note 1”), and a further $102,500 gross ($90,000 net of finance and legal costs) is expected prior to March 22, 2012 (“Note 2”), together the “Notes”.   These Notes are part of a total $700,000 finance contemplated over the next five months, subject to the Company progressing with its planned exploration program and the parties further agreeing to final terms on the remaining $500,000. Note 1 and Note 2 bear interest at a rate of 8% per annum, and are due within one year of issuance, February 23, 2013, and March 7, 2013, respectively.

F-11

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, 2011, 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, 2012, our cash balance was $1,436, which is a decrease from our cash balance of $74,576 at July 31, 2011.  The Company did not receive any investment capital or loans during the three month period from November 1, 2011 through January 31, 2012.

As of January 31, 2012, our total current assets are $535,324 ($690,518 - July 31, 2011).  Our current liabilities are $183,829 ($439,009 – July 31, 2011).  This results in a working capital position of $351,495 ($251,509 – July 31, 2011).  This increase in working capital is primarily as a result of a) the addition of a security deposit in the amount of $28,500 ($nil – July 31, 2011) related to 500,000 shares issued to GeoXplor as security against a pending property payment, and; b) a decrease in combined accrued liabilities and loan to $nil from $290,992 on July 31, 2011, with the settlement of the Company’s note payable and accrued interest via the issuance of 3,753,544 shares.  These improvements in the working capital position were offset by a) a decrease in prepaid expenses from $440,942 at July 31, 2011 to $335,388 in January 31,2012 with the rendering of prepaid consulting services; b) a decrease in the Company’s cash position from $74,576 to $1,436 at January 31, 2012 by virtue of meeting its current overhead obligations, property claim fees, and costs of financing vehicles, and; c) an increase in accounts payable (trade and related party) from $138,526 at July 31, 2011 to $174,068 at the end of the current period, primarily due to costs associated with consulting and IR contracts.

5

At present, the Company’s cash position is insufficient to meet its obligations through to the end of the fiscal year, as we are not currently generating any revenues, and, over the next 12 months, we will require additional funds to meet our operating obligations and property payment / work program obligations.  At present, we anticipate our funding requirements to be approximately $950,000.   This estimate is comprised of $500,000 for required and additional exploration and maintenance expenditures on our Lithium property, a further $100,000 acquisition payment on same (due March 2012), and a further $350,000 to cover operating and overhead costs.  Additional amounts will be required if we identify additional acquisition targets, or determine that additional exploration on the Lithium property are required to accelerate its development.

This amount may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. We need to raise additional funds in the near future in order to proceed with our exploration program, as our available cash is insufficient.

Subsequent to the end of the period, on February 23, 2011, the Company closed a convertible note financing in the amount of $205,000, of which $102,500 ($90,000 net of finance and legal costs) gross was received prior to the filing of this report, and a further $102,500 gross ($90,000 net of finance and legal costs) is expected prior to March 22, 2012.   This financing is part of a total $700,000 contemplated over the next five months, subject to the Company progressing with its planned exploration program and the parties further agreeing to final terms on the remaining amounts.

There is no assurance we will be able to identify or acquire these additional funds, or additional 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 operating expenses for the three-month period ending January 31, 2012 were reduced to $156,938 ($204,896 – January 31, 2011), largely due to our exploration costs being $nil ($44,000 – January 31, 2011).

Our operating expenses for the six-month period ending January 31, 2012 were $352,413 ($400,401 – January 31, 2011), mostly due to our exploration costs being reduced to $10,125 ($91,272 – January 31, 2011), this was offset by our professional fees increasing to $63,314 ($30,620 – January 31, 2011) associated with the additional costs in the amending of the Company’s 10-K from 2010, the filing of the 10-K for 2011, and legal costs associated with the negotiation on a potential financing.

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, 2011, our independent accountants indicated that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our lack of revenue resulting in a net loss position and insufficient funds to meet our business objectives. All of these factors continue to exist and raise doubt about our status as a going concern.

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.

6

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.  CONTROLS AND PROCEDURES

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, 2012, 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, 2012.  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, 2012, 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, 2012:

1)   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;

7

2)   Inadequate staffing and supervision within our bookkeeping operations.  We have one consultant involved in bookkeeping functions, who provides two staff members.  The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system.  The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

3)   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, 2012, 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, 2012, 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, 2012, 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.

8

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 1A.  RISK FACTORS

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

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

On August 9, 2011, the Company signed a confidential term sheet in respect to the creation of a $3,000,000 Equity Line financing structure.  Pursuant to the term sheet, the Company paid a document preparation fee of $7,500, and issued a total of 136,364 shares valued at $15,000.

For this total 136,364 shares, the Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

On January 11, 2012, the Company entered into an agreement with an unrelated third party for the provision of non-exclusive financial advisor, investment bank and placement agent services to the Company.  Pursuant to this agreement, the Company was required to issue 350,000 shares, which were issued in January 2012, and valued at $24,675.

For this total 350,000 shares, the Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

According to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, 250,000 shares valued at $16,250 were issuable on the second anniversary of the Agreement, December 24 2011, which shares were issued in January 2012.

Further to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, a cash payment of $100,000 was required on December 15, 2011.  On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.  If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement.

For this total 1,250,000 shares issued to GeoXplor, the Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended,  pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.

9

On December 23, 2011, the maturity date of a note held by the Company with an unrelated third party, the combined principal and interest of the note amounted to $301,973.  On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

On December 16, 2011, the Company received a total of $15,000 from the proceeds of the sale of 187,500 shares of its common stock under a private placement agreement, priced at $0.08 / share, which shares were issued in January 2012.  The purchaser has received 187,500 warrants, each with the right to purchase a share at the price of $0.08/share, valid through to December 15, 2013.

The 3,753,544 and 187,500 shares were in compliance with the exemption from the registration requirements found in Regulation S promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933. The offer and sale to the purchaser was made in an offshore transaction as defined by Rule 902(h). No directed selling efforts were made in the U.S. as defined in Rule 902(c). The offer and sale to the purchaser was not made to a U.S. person or for the account or benefit of a U.S. person. The following conditions were present in the offer and sale: a) The purchaser of the securities certified that it is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person; b) The purchaser has agreed to resell the securities only in compliance with Regulation S pursuant to a registration under the Securities Act, or pursuant to an applicable exemption from registration; and has agreed not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act; c) The purchaser has acknowledged and agreed with the Company that the Company shall refuse registration of any transfer of the securities unless made in accordance with Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an applicable exemption from registration and; d) The purchaser has represented that it is acquiring the shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the shares in violation of the United States federal securities laws. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. No commissions or finder’s fees were paid by the Company in connection with the issuance of these shares.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

None.

ITEM 5.  OTHER INFORMATION

Board of Directors: Subsequent to the period ending January 31, 2012, on March 9, 2012, the Company received notice of the resignation of John Hoak, director, effective as of the date of the notice provided.  The Company will not be exercising any clawback provisions under its agreement with Mr. Hoak. The Company is very grateful for Mr. Hoak’s important contributions during the preceding two years, and wishes him the greatest success in his other ventures.

The Company will be seeking to add additional members to its board of directors in the near future as it seeks to accelerate its exploration and development objectives.

Financing:  Subsequent to the end of the period, on February 23, 2012, the Company closed a convertible debenture financing in the amount of $205,000, of which $102,500 ($90,000 net of finance and legal costs) gross was received prior to the filing of this report (“Note 1”), and a further $102,500 gross ($90,000 net of finance and legal costs) is expected prior to March 22, 2012 (“Note 2”), together the “Notes”.   These Notes are part of a total $700,000 finance contemplated over the next five months, subject to the Company progressing with its planned exploration program and the parties further agreeing to final terms on the remaining $500,000.

10

Note 1 and Note 2 bear interest at a rate of 8% per annum, and are due within one year of issuance, February 23, 2013, and March 7, 2013, respectively.  The terms on both Notes are identical otherwise.  The Notes may be converted, in whole or in part, into common shares of the Company. The Conversion Price will be sixty-five percent (65%) of the average of the two (2) lowest trading prices during the ten (10) trading days prior to conversion.  For defaults this note is immediately due and payable and subject to a penalty interest rate of twenty percent (20%).  The Notes may be prepaid according to the following schedule: Within ninety (90) days of the date of execution, they may be prepaid for one hundred twenty percent (120%) of face value plus accrued interest. Between ninety (90) and one hundred eighty (180) days from the date of execution, they may be prepaid for one hundred forty percent (140%) of face value plus accrued interest. After one hundred eighty (180) days from the date of execution until the Due Date, the Notes may not be prepaid without written consent from the lender.  The Company has placed into escrow five hundred thousand (500,000) shares of New America Energy Corp common stock as collateral for the Notes. In the event that the note is paid down or the principal amount is decreased through conversions, the collateral will be released by Purchaser on a pro rata basis in one hundred thousand (100,000) share increments.

The Company has paid $10,000 as a cost of finance from Note 1, and is required to do the same for Note 2.  Furthermore, the Company is required to grant to the Agent warrants to purchase that number of shares of the Company’s common stock equal to six (6%) percent of the value of such transactions for successful common stock equity raised at 100% of the price at the closing of such transaction for a period of two (2) years, and/or to grant Agent warrants to purchase that number of shares of the Company’s common stock equal to six (6%) percent of the value of such transactions for successful preferred stock, debt, hybrid debt of any kind (convertibles, warrants, etc.) or debt and equity combination raised at 100% of the price at the closing of such transaction for a period of two (2) years. These stocks shall be delivered in cashless exercise and issuable from the investment closing date up to no more than five (5) years from the date and upon exercise thereof shall be fully paid and non-assessable. As of the date of this report, the warrants have not been granted, but are anticipated to be granted upon the completion of Note 2, and estimated to, in total, the right to purchase 240,000 shares of the Company’s stock at a price of $0.05 / share.

11

ITEM 6.  EXHIBITS

#	Exhibit	Reference
3.1	Articles of Incorporation.	Incorporated by reference to Registration Statement on Form SB-2 filed with the SEC on November 13, 2007
3.2	Bylaws.	Incorporated by reference to Registration Statement on Form SB-2 filed with the SEC on November 13, 2007
10.1	Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and Quuibus Technology Inc.	Incorporated by reference to Form 8-K filed with the SEC on January 21, 2010.
10.2	Purchase Agreement dated effective December 24, 2009 between GeoXplor Corp. and Quuibus Technology Inc.	Incorporated by reference to Form 8-K filed with the SEC on January 21, 2010.
10.3	Consulting Agreement between First Liberty and John Rud dated March 1, 2010	Incorporated by reference to Form 10-K/A3 filed with the SEC on November 14, 2011
10.4	Unsecured promissory notes in the amount of $200,000 and $50,000 dated December 24, 2009  and March 15, 2010 respectively	Incorporated by reference to Form 10-K/A3 filed with the SEC on November 14, 2011
10.5	Consulting Agreement between First Liberty and John H. Hoak dated May 3, 2010	Incorporated by reference to Form 8-K filed with the SEC on August 4, 2010.
10.6	Property assignment and acquisition agreement between First Liberty, GeoXplor and New America dated February 3, 2011	Incorporated by reference to Form 8-K filed with the SEC on February 7, 2011
10.7	Extension agreement between First Liberty, GeoXplor Corp. And New America Energy Corp. dated effective May 31, 2011	Incorporate by reference to Form 8-K filed with the SEC on August 4, 2011
10.8	Consulting Agreement dated effective November 15, 2010 between LTV International Holdings and First Liberty dated July 2, 2011.	Incorporated by reference to Form 10-K filed with the SEC on November 15, 2011
10.9	Letter of Agreement dated effective December 15, 2011, between GeoXplor and the Company	Filed herewith
10.10	Loan Conversion Agreement dated effective December 23, 2011 between the Company and lender	Filed herewith
10.11	Note Purchase Agreement dated February 23, 2012 between the Company and lender	Filed herewith
10.12	Secured Convertible Promissory Note #1 dated February 23, 2012 between the Company and lender	Filed herewith
10.13	Security Agreement for Note #1 dated February 23, 2012 between the Company and lender	Filed herewith
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
31.2	Section 302 Certification - Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

101.INS	XBRL Instance Document	Filed herewith
101SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

12

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 16, 2012	By:	/s/ Don Nicholson
		Name:	Don Nicholson
		Title:	President, Director Principal Executive, Financial and Accounting Officer

13

EX-10.9

First Liberty Power CORP.  

15 December 2011

GeoXplor Corp

8-650 Clyde Avenue

West Vancouver, BC  V7T 1E2

Canada

RE:      LETTER OF AGREEMENT

This letter is intended to reflect our recent discussions and, when executed and delivered by each of us, will constitute a binding agreement (this "Letter of Agreement") between GeoXplor Corp. ("GeoXplor”) and First Liberty Power Corp., ("FLPC") regarding certain matters pertaining to a Lithium property agreement entered into by the parties on December 24, 2009 (the “Agreement”), with the terms and conditions set forth below.

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree and confirm the terms of our Letter of Agreement as follows:

1.    INTERPRETATION

Terms denoted with initial capital letters and not otherwise defined herein have the meanings assigned to them in the Agreements.  All dollar amounts herein are in United States dollars.

2.  EXTENSION

GeoXplor and FLPC agree as follows:

(a)   Pursuant to the terms of  the Agreement, on December 15, 2011 FLPC is required to make a payment of $100,000 (the “Payment”) to GeoXplor in order to maintain its rights under the Agreement;

(b)   GeoXplor hereby grants FLPC an extension on the Payment to March 15, 2012 (the “Extension”).

(c)   GeoXplor hereby agrees not to exercise any of its rights of default under the Agreements as they pertain to the Payments.

3.  COMPENSATION

In consideration for granting of the Extension, GeoXplor and FLPC agree as follows:

(a)   FLPC shall issue to GeoXplor 500,000 common shares, with an issuance date of December 15, 2011;

(b)   FLPC shall issue to GeoXplor a further 500,000 shares, with an issuance date of December 15, 2011, to be held by GeoXplor as security against the Payment.   Upon fulfilling the Payment obligations within the Extension, these shares will be returned to FLPC for cancellation.   If FLPC does not complete in full the Payment obligation within the Extension, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Agreement.

7251 West Lake Mead Blvd, Unit 300

Las Vegas, NV  89128

800-709-1196

1

4.    GENERAL

This Letter of Agreement is subject to the following additional terms and conditions:

(a)   Counterparts. This Letter of Agreement may be executed in counterparts and transmitted electronically. Each executed counterpart shall be deemed to be an original and all counterparts taken together shall constitute one and the same instrument.

(b)   Governing Law. This Letter of Agreement shall be construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed wholly within such state, without reference to conflict of laws. In any action or proceeding arising hereunder, each party hereby irrevocably consents to the jurisdiction and venue of the courts located within the State of Nevada and irrevocably waives all claims of inconvenient forum. Each party irrevocably waives its right to a jury trial.

(c)   Binding Effect. This Letter of Agreement shall be binding upon the parties and their respective successors and assigns.

(d)   Severability. Any provision of this Letter of Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(e)   Construction.  This Letter of Agreement has been freely and fairly negotiated among the parties.  If an ambiguity or question of intent or interpretation arises, this Letter of Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Letter of Agreement.

(f)   Amendment.  This Letter of Agreement may only be amended by an instrument in writing signed by or on behalf of each of the parties hereto.

Yours Truly,

FIRST LIBERTY POWER CORP.

Per:

      ------------------------------

           Authorized Signatory

Agreed to this      6th day of January, 2012

GeoXplor Corp.

Per:

      ------------------------------

           Authorized Signatory

7251 West Lake Mead Blvd, Unit 300

Las Vegas, NV  89128

800-709-1196

2

EX-10.10

LOAN CONVERSION AGREEMENT

This Loan Conversion Agreement ("Agreement") is made effective December 23, 2011 and is between:

Northern Tiger Investment Inc.

(the "Lender")

And:

First Liberty Power Corp., a Nevada Corporation

(the "Borrower")

(collectively referred to as the “Parties”).

In consideration of the mutual promises set forth herein, the Parties hereto agree as follows:

1)   Balance Owing

a)   On December 24, 2010, the Parties entered into a loan consolidation agreement, where the principal and interest on two then outstanding loans were consolidated into a single loan agreement;

b)   The initial amount of the consolidated loan was $274,520.55, with a maturity date of December 23, 2011, bearing interest at an annual rate of 10%;

c)   On December 23, 2011, the principal of the consolidated loan and accrued interest amounted to $301,972.60;

2)   Conversion

a)   The Parties will convert this loan principal and accrued interest into the common shares of the Borrower, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of this Agreement.

b)   The quantity of shares to be issued, based on the formula in 2(a) is 3,753,544 shares.

c)   The Borrower will cause to have issued such shares within 10 days of the date of the signing of this agreement, and to deliver such shares to the Lender according to Lender’s instruction.

3)   General Provisions

a)   This Agreement shall be governed by the laws of the State of Nevada.

b)   If any provision on this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.

1

c)   All notices and other communications hereunder shall be in writing and shall be given by personal delivery, overnight delivery, mailed by registered or certified mail, postage prepaid, with return receipt requested, as identified herein. The persons and addresses set forth above may be changed from time to time by a notice sent as aforesaid. If notice is given by personal delivery or overnight delivery in accordance with the provisions of this Section, such notice shall be conclusively deemed given at the time of such delivery provided a receipt is obtained from the recipient. If notice is given by mail, such notice shall be deemed given upon receipt and delivery or refusal.

d)   The division of this Agreement into sections, articles and other forms of division are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

e)   This Agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and any amendment(s) to this Agreement shall only be made in writing with the mutual agreement of all the parties herein.

f)   Counterparts. This Letter of Agreement may be executed in counterparts and transmitted electronically. Each executed counterpart shall be deemed to be an original and all counterparts taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Agreement on January 9, 2012.

Lendor:

NORTHERN TIGER INVESTMENT INC.

Authorized Signatory

Name

Borrower:

FIRST LIBERTY POWER CORP.

Authorized Signatory

Name, Title

2

EX-10.11

NOTE PURCHASE AGREEMENT

      THIS NOTE PURCHASE AGREEMENT (this "AGREEMENT") is made as of February __, 2012 by and between First Liberty Power Corp, a Nevada corporation with principal offices at 7521 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128 (the "Company") and Tangiers Investors, LP, a Delaware limited partnership with principal offices at 402 West Broadway, Suite 400, San Diego, California 92101 ("Purchaser"). As used herein, the term “Parties” shall be used to refer to the Company and Purchaser jointly.

WHEREAS:

A. The Parties jointly warrant and represent that they have a pre-existing relationship that has existed for more than four months prior to the date of this Agreement.

B. Purchaser warrants and represents that it is sophisticated and experienced in acquiring the debt instruments issued by small early-stage companies.

C. Purchaser warrants and represents that it is an “accredited investor,” as that term is defined in Rule 501 of the Securities Act of 1933, as amended (the “1933 Act”).

D. The Parties acknowledge and agree that subject to the terms and conditions of this Agreement, the Purchaser seeks to acquire from the Company and the Company seeks to issue to the Purchaser two (2) secured promissory notes from the Company in exchange for an investment of cash into the Company as described below

E. The Parties acknowledge that within five months from and after the purchase of the second note described in this Agreement, the Purchaser may invest up to $500,000.00 into the Company to acquire one or more secured promissory notes from the Company on terms as the parties so determine.

F. The Purchaser acknowledges and agrees that it is acquiring the First Note and the Second Note for investment purposes only and not with a view to a distribution.

G. The Purchaser acknowledges and agrees that: (i) the First Note and the Second Note are “restricted securities,” as that term is defined in the 1933 Act and (ii) no registration rights have been granted to Purchaser to register the First Note, the Second Note, or both of them.

First Liberty Power Corp.

February  2012 (v#2)

1

H. Purchaser warrants and represents that prior to entering into this Agreement: it has received and completed its review of the Company’s corporate and financial statements as included in the filings and disclosures as listed for the Company with the Securities and Exchange Commission which has allowed Purchaser to make an informed investment decision with respect to purchase of the following: (1) that certain Secured Promissory Note in the stated original principal amount of One Hundred Two Thousand Five Hundred Dollars ($102,500.00) (the “First Note”) with that certain General Security Agreement, dated February __, 2012 (the “First Security Agreement”), that certain Certificate of Corporate Secretary, dated February ___, 2012  (the “First Certificate”) and that certain Irrevocable Instructions to Transfer Agent, dated February __, 2012 (the “First Instructions”) and (2) that certain contemplated second Secured Promissory Note in the stated original principal amount of One Hundred Two Thousand Five Hundred Dollars ($102,500.00) (the “Second Note”) with that certain General Security Agreement, to be dated March __, 2012 (the “Second Security Agreement”), that certain Certificate of Corporate Secretary, dated March __, 2012 (the “Second Certificate”), that certain Irrevocable Instructions to Transfer Agent, dated March __, 2012 (the “Second Instructions”).

I. The Company warrants and represents that it owns and will own at all times hereunder, all right, title, and interest to an aggregate of five hundred thousand (500,000) shares of the Common Stock (the “Subject Shares”) of New America Energy Corp., a Nevada corporation (the “Issuer”) and that all of the Subject Shares are “freely-tradable securities” (as that term is used in the Securities Act of 1933, as amended).

J. Coincident with the execution and delivery of this Agreement and in addition to the First Note and the First Security Agreement, the Parties acknowledge and agree that they have entered into that certain Escrow Agreement, dated February __, 2012 (the “Escrow Agreement”) wherein the Company has agreed to deposit the Subject Shares with the Escrow Agent listed in the Escrow Agreement.

K. The Parties seek to memorializes the terms and conditions upon which the Company shall issue the First Note and the Second Note to the Purchaser.

[The remainder of this page has been left intentionally blank.]

First Liberty Power Corp.

February  2012 (v#2)

2

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

Section 1.                      SALE AND ISSUANCE OF THE FIRST NOTE AND SECOND NOTE.

           1.1           SALES AND ISSUANCE OF THE FIRST NOTE. In consideration of the Company’s receipt of the sum of one hundred thousand dollars ($100,000.00) (the “First Note Purchase Price”) at the First Closing (as defined in Section 2.1), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company the First Note with that certain General Security Agreement, dated February __, 2012 (the “First Security Agreement”), both upon the terms set forth in this Agreement substantially in the form of Exhibit A, attached hereto.  In addition, the Company shall deliver to the Purchaser at the First Closing each of the documents set forth in Section 2.1 of this Agreement.

           1.2           SALES AND ISSUANCE OF THE SECOND NOTE. In consideration of the Company’s receipt of the sum of one hundred thousand dollars ($100,000.00) (the “Second Note Purchase Price”) at the Second Closing (as defined in Section 2.2), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, the Second Note with that certain General Security Agreement, to be dated March __, 2012 (the “Second Security Agreement”), both upon the terms set forth in this Agreement substantially in the form of Exhibit A, attached hereto.  In addition, the Company shall deliver to the Purchaser at the Second Closing each of the documents set forth in Section 2.2 of this Agreement.

 Section 2.                      THE CLOSING.

            2.1.                      PLACE OF FIRST CLOSING AND PROCEDURE AT FIRST CLOSING. The closing of the issuance of the First Note to the Purchaser (the "First Closing") shall take place, simultaneously with and upon the satisfaction of the following conditions:

(1)           the Company’s execution and delivery to the Purchaser, the following:  (A) an executed copy of this Agreement; (B) the First Note, (C) the First Security Agreement; (C) a signed and notarized copy of the Irrevocable Instructions to the Transfer Agent; (D) the signed and notarized Certificate of Secretary (the “First Certificate”); and (E) the signed copy of the Escrow Agreement.

(2)           the Purchaser’s execution and delivery to the Company, an executed copy of this Agreement and within 24 hours thereafter, the wire transfer of the First Note Purchase Price to the Company in accordance with the wire transfer and other instructions for the wire transfer of the Purchase Price to the Company by the Purchaser no later than two (2) business days prior to the First Closing.

            2.2.                      PLACE OF SECOND CLOSING AND PROCEDURE AT SECOND CLOSING. The closing of the issuance of the Second Note to the Purchaser (the "Second Closing") shall take place no later than fifteen (15) days after the First Closing and simultaneously with and upon the satisfaction of the following conditions:

First Liberty Power Corp.

February  2012 (v#2)

3

     (1)           the Company’s execution and delivery to the Purchaser, the following:  (A) an executed copy of this Agreement; (B) the Second Note, (C) the Second Security Agreement; (C) a signed and notarized copy of the Irrevocable Instructions to the Transfer Agent; (D) the signed and notarized Certificate of Secretary (the “Second Certificate”); and (E) the signed copy of the Escrow Agreement.

(2)           the Purchaser’s execution and delivery to the Company, an executed copy of this Agreement and within 24 hours thereafter, the wire transfer of the Second Note Purchase Price to the Company in accordance with the wire transfer and other instructions for the wire transfer of the Purchase Price to the Company by the Purchaser no later than two (2) business days prior to the Second Closing.

 Section 3.                      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company hereby represents and warrants to the Purchaser as follows:

            3.1.                      ORGANIZATION.  The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to conduct its business as a foreign corporation in each jurisdiction where the failure to be so qualified would have a material adverse effect on the Company.

            3.2.                      AUTHORIZATION OF AGREEMENT, ETC.  The execution, delivery and performance by the Company of this Agreement, the First Note, the Second Note, the First Security Agreement, the Second Security Agreement, the First Certificate, the Second Certificate, the Escrow Agreement, and each other document or instrument contemplated hereby or thereby (collectively, the "Financing Documents") have been duly authorized by all requisite corporate action by the Company; and this Agreement, the First Note, the First Security Agreement, the Second Note, the Second Security Agreement, the First Certificate, and the Second Certificate,  and the Escrow Agreement have each been duly executed and delivered by the Company. Each of the Financing Documents, when executed and delivered by the Company, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject as to enforceability to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 3.3           STATUS OF COLLATERAL FOR FIRST NOTE AND SECONE NOTE.  The Subject Shares that shall serve as the collateral for the First Note and for the Second Note are at all times hereunder: (i) freely tradable securities (as that term is used in the Securities Act of 1933, as amended); and (ii) are not subject to any equitable or legal claims or interests of any third party.

Section 4.                      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

      The Purchaser hereby represents and warrants to the Company as follows:

First Liberty Power Corp.

February  2012 (v#2)

4

 4.1.                      AUTHORIZATION OF THE DOCUMENTS.  Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform the Financing Documents to which it is a party and the transactions contemplated thereby, and the execution, delivery and performance by such Purchaser of the Financing Documents to which it is a party have been duly authorized by all requisite action by such Purchaser and each such Financing Document, when executed and delivered by the Purchaser, constitutes a valid and binding obligation of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

 4.2.                      INVESTMENT REPRESENTATIONS.   The Purchaser warrants and represents that:

(a) the Purchaser is an accredited investor (as that term is defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended (the “1933 Act”);

(b) the Purchaser is sophisticated and experienced in acquiring the securities of small public companies;

(c) the Purchaser has reviewed the Company’s Annual Report as filed on Form 10-K for each of the fiscal years ending December 31, 2008, December 31, 2009, and December 31, 2010 together with the audited financial statements contained therein;

(d) the Purchaser has had sufficient opportunity to review and evaluate the risks and uncertainties associated with the purchase of the Company’s securities;

(e) the Purchaser is acquiring the First Note and the Second Note from the Company for investment purposes only and not with a view to a distribution.

 4.3                      RESTRICTED SECURITY. Purchaser understands and acknowledges that the First Note and the Second Note have not been, and when issued will not be, registered with the Securities and Exchange Commission. Purchaser warrants and represents that it has fully reviewed the restricted securities legend and the terms thereof with its financial, legal, investment, and business advisors and that it has not relied upon the Company or any other person for any advice in connection with the purchase of the First Note, the Second Note, this Agreement, or any or all of them.

 4.4                      LEGAL COUNSEL.   Purchaser has consulted with its own independent legal, tax, investment, and other advisors of its own choosing prior to entering into this Agreement.

 4.5                      ABSENCE OF REGISTRATION RIGHTS.  Purchaser understands and agrees that it is not acquiring and has not been granted any registration rights with respect to the First Note, the Second Note, or both of them. The First Note and the Second Note are each restricted security and the Purchaser understands that there is no trading market for the First Note, the Second Note, and both of them and no such market will likely ever develop.

First Liberty Power Corp.

February  2012 (v#2)

5

Section 5.                      BROKERS AND FINDERS.

The Company shall not be obligated to pay any commission, brokerage fee or finder's fee based on any alleged agreement or understanding between the Purchaser and a third person in respect of the transactions contemplated hereby, excluding those that may be payable to Midsouth Capital Inc.. The Purchaser hereby agrees to indemnify the Company against any claim by any third person for any commission, brokerage or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between the Purchaser and such third person, whether express or implied from the actions of the Purchaser.

Section 6.                      SUCCESSORS AND ASSIGNS.

This Agreement shall bind and inure to the benefit of the Company, the Purchaser and their respective successors and assigns.

Section 7.                      ENTIRE AGREEMENT AND SURVIVAL.

This Agreement and the other writings and agreements referred to in this Agreement or delivered pursuant to this Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. All of the representations and warranties made in this Agreement shall survive and continue for a period of three (3) years after the date of this Agreement.

Section 8.                      NOTICES.

All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by an internationally-recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid to the address of each party listed on the first page of this Agreement or to such other address as the party to whom notice is to be given may have furnished to the other parties to this Agreement in writing in accordance with the provisions of this Section. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of an internationally-recognized overnight courier, on the next business day after the date when sent and (iii) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted.

Section 9.                     AMENDMENTS.

This Agreement may not be modified or amended, or any of the provisions ofthis Agreement waived, except by written agreement of the Company and thePurchaser.

First Liberty Power Corp.

February  2012 (v#2)

6

Section 10.                      ATTORNEYS’ FEES.

In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys' fees and other costs and expenses by the other parties to the dispute.

Section 11.                      GOVERNING LAW AND ARBITRATION.

(A)           All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed and enforced in accordance with the domestic laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether in the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. In furtherance of the foregoing, the internal law of the State of Nevada will control the interpretation and construction of this Agreement, even if under such jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.

(B)           Any dispute or claim arising to or in any way related to this Agreement shall be settled by binding arbitration in San Diego, California.  All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA").  AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party.  Each party shall pay its own expenses associated with such arbitration (except as set forth in Section 10 Above). A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations.  The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration.  The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

Section 12.                      CAPTIONS AND EXHIBITS.

The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation. Exhibit A and Exhibit B are attached hereto and each of the attachments listed in each said exhibit are each incorporated by reference herein.

Section  13.                      SEVERANCE.

If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

First Liberty Power Corp.

February  2012 (v#2)

7

Section 14.                      COUNTERPARTS.

This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Note Purchase Agreement as of the date first written above.

                                        FOR THE COMPANY:

                                           First Liberty Power Corp.

                                        By: _______________________________________

Name: ____________________________________

Its:  ______________________________________

FOR THE PURCHASER:

Tangiers Investors, LP

By: ________________________________

Name: Michael Sobeck

        Title: Manager of the Managing Partner

 [SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

[Exhibit A and Exhibit B follow and are each attached to this page.]

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EXHIBIT A

(Copy of First Note, First Security Agreement, First Certificate, Irrevocable Instructions to Stock Transfer Agent and the Escrow Agreement are each attached hereto.)

1.           Copy of Convertible Secured Promissory Note (First Note)

2.           Copy of General Security Agreement (First Security Agreement)

3.           Copy of the Certificate of Corporate Secretary (First Certificate) (of the Borrower)

4.           Copy of the Irrevocable Instructions to Stock Transfer Agent

5.           Copy of the Escrow Agreement

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February  2012 (v#2)

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EXHIBIT B

(Copy of Second Note, Second Security Agreement, Second Certificate and Irrevocable Instructions to Stock Transfer Agent are each attached hereto.)

1.           Copy of Convertible Secured Promissory Note (Second Note)

2.           Copy of General Security Agreement (Second Security Agreement)

3.           Copy of the Certificate of Corporate Secretary (Second Certificate) (of the Borrower)

4.           Irrevocable Instructions to Stock Transfer Agent

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February  2012 (v#2)

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EX-10.12

 (First Note) (v#2)

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLEEXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

SECURED CONVERTIBLE PROMISSORY NOTE

$102,500.00                                                                                                                February__, 2012

This Secured Convertible Promissory Note is made pursuant to that certain Note Purchase Agreement dated February __, 2012, as the same may be amended from time to time, by and between TANGIERS INVESTORS, LP, a Delaware limited partnership (the “Lender”), and FIRST LIBERTY POWER CORP., a Nevada corporation (the “Borrower”).  The Borrower hereby promises to pay to the order of Lender, the principal amount of one hundred two thousand five hundred dollars ($102,500.00) (or such greater or lesser principal amount then outstanding), plus all accrued but unpaid interest thereon calculated from the date that such amount was advanced to the Borrower and such other amounts, in accordance with the provisions of this note (“Note”).

1.Definitions.  For purposes of this Note, the following terms shall have the following meanings (in addition to the definitions given in that certain Note Purchase Agreement attached hereto):

“Business Day” means any day other than Saturday or Sunday or a public holiday under the laws of the State of California or other day on which banking institutions are authorized or obligated to close in the State of California.

“Collateral” means the assets of the Borrower as set forth in that certain General Security Agreement entered into between the Borrower and the Lender and as attached hereto as Schedule 1.

“Conversion Price” means the price of the Borrower’s Common Stock at which this Note (and all accrued and unpaid interest and all other amounts due hereunder) shall be convertible.  At all times hereunder, the Conversion Price shall be equal to sixty-five percent (65%) of the average of the two lowest trading prices during the ten (10) trading days.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination and applied consistent with past practices.

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“Material Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, assets, business, property, condition (financial or otherwise) or prospects of the Borrower, (b) a material impairment of the ability of the Borrower to perform its obligations under the Note or any document related thereto, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of the Note and related documents or the rights and remedies of the Lender hereunder and thereunder.

“Organizational Change” means any merger, reorganization, restructuring, reverse stock split consolidation, sale of all or substantially all of the Borrower’s assets or any similar transaction or related transactions, unless, prior to the consummation of an Organizational Change, the Borrower obtains the written consent of Lender.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Transaction Document” means this Note, the Note Purchase Agreement, the First Certificate, the First Instructions and all schedules, exhibits, and attachments thereto (as each is defined in the Note Purchase Agreement).

“Underlying Shares” means the shares of Common Stock into which the Note is convertible (including interest or principal payments in Common Stock as set forth herein) in accordance with the terms hereof.

2.Interest.  Interest shall accrue at a rate equal to eight percent (8.00%) per annum (the “Interest Rate”) (computed on the basis of a 360-day year for actual days elapsed) on the unpaid principal amount of this Note outstanding from time to time from until the Maturity Date (as defined below) and such accrued but unpaid interest shall be added to the outstanding principal balance at the end of each quarter.  The Borrower shall pay to the holder of this Note all accrued and unpaid interest on the Maturity Date.  Unless prohibited under applicable law, any accrued interest and fees which have not been paid on the date on which they are payable shall bear interest at the same rate at which interest is then accruing on the principal amount of this Note.

3.Payment of Principal on Note.

(a)Scheduled Payments.  The Borrower shall pay the principal amount of the Loan, together with all interest accrued thereon and any other fees and amounts payable with respect thereto, to the holder of this Note no later than February 22, 2013 (the “Maturity Date”).

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Optional Prepayments.  The Borrower may at any time, prepay all or any portion of the aggregate principal amount outstanding on this Note (together with accrued and unpaid interest and fees thereon) as follows: (i) if payment is received by the Lender within ninety (90) days of the date of execution of this Note, this Note may be prepaid in an amount equal to one hundred twenty percent (120%) of face value plus accrued interest; (ii) if payment is received by the Lender from and after ninety-one (91) days after the execution of this Note but not later than one hundred eighty (180) days from the date of execution of this Note, this Note may be prepaid in an amount equal to one hundred forty percent (140%) of face value plus accrued interest; and (iii) if payment is received by the Lender on or after one hundred eighty-one (181) days from the date of execution of this Note, this Note may not be prepaid without the express written consent from the Lender.

4.Payment Terms.

(a)Time of Payment.  If any payment date for either principal or interest is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall in such case be included in computing interest in connection with such payment.

(b)Form of Payment.  Any payment to be made hereunder shall be made at the direction of the holder hereof by wire transfer of immediately available funds.  Such funds shall be sent so as to be received not later than the date on which such payment is due.

(c)Order of Payment.  Except as expressly set forth herein to the contrary, any payments made by the Borrower shall be deemed to be made first to (i) costs of collection, if any, including attorney’s fees, then to (ii) fees and penalties, if any, then to (iii) any accrued but unpaid and un-capitalized interest, and then to (iv) the then outstanding principal amount due hereunder.

5.  Conversion Rights.  Subject to the terms hereof and restrictions and limitations contained herein, the Lender shall have the right, at the Lender's option, at any time and from time to time to convert the outstanding Principal Amount (all accrued and unpaid interest and any other amounts due hereby) under this Note, in whole or in part, by delivering to the Borrower a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by facsimile.  The Lender shall have the right to convert this Note (and all accrued and unpaid interest and all other amounts due hereunder) at the Conversion Price.  Further, Borrower agrees that it shall, upon issuance of this Note to Lender, provide Lender with a duly executed and notarized Irrevocable Instructions to Transfer Agent, as executed with the notarized signature of Borrower’s duly appointed stock transfer agent (the “Irrevocable Stock Transfer Agent Instructions”), a copy of which is attached hereto and incorporated by reference herein.

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(a)                 The date of any Conversion Notice hereunder and any Payment Date shall be referred to herein as the “Conversion Date”.  If the Lender is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Borrower shall promptly deliver to the Lender (but no later than five Trading Days after the Conversion Date) a Note for such outstanding Principal Amount as has not been converted if this Note has been surrendered to the Borrower for partial conversion.  The Lender shall not be required to physically surrender this Note to the Borrower upon any conversion hereunder unless the full outstanding Principal Amount represented by this Note is being converted or repaid.  The Lender and the Borrower shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Lender and the Borrower, so as not to require physical surrender of this Note upon each such conversion or repayment.

(1)Stock Certificates or DWAC.  The Borrower will deliver to the Lender not later than three (3) Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions) representing the number of shares of Common Stock being acquired upon the conversion of this Note.  In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Borrower's transfer agent is participating in the Depository Trust Borrower (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Lender, the Borrower shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Lender (or its designee), by crediting the account of the Lender’s (or such designee’s) prime broker with DTC through its Deposits and Withdrawal at Custodian (DWAC) program (provided that the same time periods herein as for stock certificates shall apply).  If in the case of any conversion hereunder, such certificate or certificates are not delivered to or as directed by the Lender by the fifth Trading Day after the Conversion Date, the Lender shall be entitled by written notice to the Borrower at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Borrower shall immediately return this Note tendered for conversion. If the Borrower fails to deliver to the Lender such certificate or certificates (or shares through DTC) pursuant to this Section (free of any restrictions on transfer or legends) in accordance herewith, prior to the fourth Trading Day after the Conversion Date, the Borrower shall pay to the Lender as liquidated damages, in cash, an amount equal to One Thousand Dollars ($1,000) per day until such certificate or certificates are delivered. Such liquidated damages will be added to the principal value of the Note.

(2)Conversion Price Adjustments.

(i)              Stock Dividends, Splits and Combinations.  If the Borrower or any of its subsidiaries, at any time while this First Exchange Note is outstanding (A) shall pay a stock dividend or otherwise make a distribution or distributions on any equity securities

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(including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then each Affected Conversion Price (as defined below) shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event.  Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

(ii)              Distributions.  If the Borrower or any of its subsidiaries, at any time while the Note is outstanding, shall distribute to all Lenders of Common Stock evidences of its indebtedness or assets or cash or rights or warrants to subscribe for or purchase any security of the Borrower or any of its subsidiaries (excluding those referred to in the Section above), then concurrently with such distributions to Lenders of Common Stock, the Borrower shall distribute to the Lender the amount of such indebtedness, assets, cash or rights or warrants which the Lender would have received had the Note been converted into Common Stock at the Conversion Price immediately prior to the record date for such distribution.

(iii)              Rounding of Adjustments.All calculations under this Section 1 or any other provision of this Note shall be made to four (4) decimal places for dollar amounts or the nearest 1/100th of a share, as the case may be.

(iv)              Change in Control Transactions.  In case of any Change in Control Transaction, the Lender shall have the right thereafter to, at its option, convert this Note, in whole or in part, at the Conversion Price into the shares of stock and other securities, cash and/or property receivable upon or deemed to be held by Lenders of Common Stock following such Change in Control Transaction, and the Lender shall be entitled upon such event to receive such amount of securities, cash or property as the shares of the Common Stock of the Borrower into which this Note could have been converted immediately prior to such Change in Control Transaction would have been entitled if such conversion were permitted, subject to such further applicable adjustments set forth in this Note. The terms of any such Change in Control Transaction shall include such terms so as to continue to give to the Lender the right to receive the amount of securities, cash and/or property upon any conversion or redemption following such Change in Control Transaction to which a Lender of the number of shares of Common Stock deliverable upon such conversion would have been entitled in such Change in Control Transaction, and interest payable hereunder shall be in cash or such new securities and/or property, at the Lender’s option.  This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

            (v)           Notice of Certain Events.  If:

A. the Borrower shall declare a dividend (or any other distribution) on its Common Stock; or

B. the Borrower shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock; or

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C. the Borrower shall authorize the granting to all Lenders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or

D. the approval of any stockholders of the Borrower shall be required in connection with any reclassification of the Common Stock of the Borrower, any consolidation or merger to which the Borrower is a party, any sale or transfer of all or substantially all of the assets of the Borrower, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or

E. the Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Borrower;

then the Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be mailed to the Lender at its last address as it shall appear upon the books of the Borrower, on or prior to the date notice to the Borrower's stockholder generally is given, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the Lenders of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that Lenders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange.

(vi)           Reservation and Issuance of Underlying Securities.  The Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than the Lender, not less than three times (3x) the number of shares of Common Stock as shall  be issuable (taking into account the adjustments under this Section but without regard to any ownership limitations contained herein) upon the conversion of this Note hereunder in Common Stock (including repayments in stock).  The Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable. The Borrower agrees that this is a material term of this Note.

(vii)  No Fractions.  Upon a conversion hereunder the Borrower shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the closing price of a share of Common Stock at such time.  If the Borrower elects not, or is unable, to make such a cash payment, the Lender shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

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(viii)           Charges, Taxes and Expenses.  Issuance of certificates for shares of Common Stock upon the conversion of this Note (including repayment in stock) shall be made without charge to the Lender for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Borrower, and such certificates shall be issued in the name of the Lender or in such name or names as may be directed by the Lender; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Lender, this Note when surrendered for conversion shall be accompanied by an assignment form; and provided further, that the Borrower shall not be required to pay any tax or taxes which may be payable in respect of any such transfer.

(ix)           Cancellation.  After all of the Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Note) have been paid in full or converted into Common Stock, this Note shall automatically be deemed canceled and the Lender shall promptly surrender the Note to the Borrower at the Borrower’s principal executive offices.

(x)           Conversion Limitation.  Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Lender upon conversion pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by the Lender (other than by virtue of the ownership of securities or rights to acquire securities (including this Note) that have limitations on the Lender’s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Lender’s “affiliates” at such time (as defined in Rule 144 of the Act) (“Aggregation Parties”) that would be aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934 as amended, exists, would exceed 4.9% of the total issued and outstanding shares of the Common Stock (the “Restricted Ownership Percentage”) unless the Lender elects to exceed said percentage amount. The Lender shall have the right (1) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the Borrower and (2) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the event of the announcement as pending or planned, of a Change in Control Transaction.

5.Representations and Warranties.  The Borrower represents and warrants to the Lender as follows:

(a)Organization.The Borrower is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, has full and adequate power to own its property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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(b)Power and Authority.  The Borrower has all requisite power and authority to make the borrowings hereunder, to execute and deliver each document to which it is a party, and to consummate the transactions contemplated thereby.

(c)Binding Obligation.  Each of the Note and the other documents required to be executed and delivered on or prior to the Effective Date has been duly and validly executed and delivered by the Borrower and constitute legal, valid and binding obligations of the Borrower enforceable in accordance with the terms thereof.

(d)  Absence of Short Sale & Short Sale Activity.     So long as any portion of the Note is outstanding, the Lender shall not engage in any short sales of or sell put options or similar instruments with respect to the Borrower’s common stock and Lender shall undertake reasonable efforts to ensure that none of its officers, directors, managers, employees or agents undertake any such actions during such time period.

(e)           No Conflict.  This Note and the other documents executed in connection herewith do not, nor does the performance and observance by the Borrower of any of the matters and things herein or therein provided for, (i) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon the Borrower or any provision of the organizational documents of the Borrower, (ii) contravene or constitute a default under any covenant, indenture or agreement of or affecting the Borrower or any of its property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien on any property of the Borrower.

(e)Litigation and Other Controversies.  There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the best knowledge of the Borrower threatened, against the Borrower or any of its property that, if adversely determined, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f)Taxes.  All Federal or other tax returns required to be filed by the Borrower in any jurisdiction have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon the Borrower or upon any of its property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided.  The Borrower does not know of any proposed additional material tax assessment against it for which adequate provisions in accordance with GAAP have not been made on its accounts.  Adequate provisions in accordance with GAAP for taxes on the books of the Borrower have been made for all open years, and for its current fiscal period.

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(g)Conditions Precedent. There are no other conditions precedent to the effectiveness of this Note that have not been satisfied or waived.

6.   Collateral for the Note.  This Note and all of the obligations of the Borrower hereunder shall be secured by the terms of that certain Security Agreement of even date herewith, as executed by Borrower and delivered to Lender. The Security Agreement attached to Schedule 1 hereto is incorporated by reference herein.

7.  Replacement of Lost Note.  Upon receipt of evidence reasonably satisfactory to the Borrower of the mutilation, destruction, loss or theft of this Note and the ownership thereof, and, in the case of any such mutilation, upon surrender and cancellation of this Note, the Borrower shall, upon the written request of the Lender of the Note, execute and deliver in replacement thereof a new Note in the same form, in the same original principal amount and dated the same date as this Note so mutilated, destroyed, lost or stolen, and such Note so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder.

(1)Assignment of Note.  The Lender shall have the right at any time to sell, assign, transfer or negotiate all or any part of its rights and obligations under the Note and related documents.  The Borrower shall execute and deliver replacement Note(s) in order to affect such assignment.

8. Events of Default.

(a)An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i)the Borrower’s failure to pay to the Lender any amount of principal, interest, or other amounts when and as due under this Note (including, without limitation, the Borrower’s failure to pay any redemption payments or amounts hereunder) or any other Transaction Document;

(ii)The Borrower or any subsidiary of the Borrower shall commence, or there shall be commenced against the Borrower or any subsidiary of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower or any subsidiary of the Borrower commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any subsidiary of the Borrower or there is commenced against the Borrower or any subsidiary of the Borrower any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Borrower or any subsidiary of the Borrower is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower or any subsidiary of the Borrower suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property

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which continues undischarged or unstayed for a period of sixty one (61) days; or the Borrower or any subsidiary of the Borrower makes a general assignment for the benefit of creditors; or the Borrower or any subsidiary of the Borrower shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Borrower or any subsidiary of the Borrower shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Borrower or any subsidiary of the Borrower shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Borrower or any subsidiary of the Borrower for the purpose of effecting any of the foregoing.

(iii)The Borrower or any subsidiary of the Borrower shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Borrower or any subsidiary of the Borrower in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter be created; and

(iv)     The Borrower fails to maintain DTC eligibility with respect to the Borrower’s Common Stock and said lack of DTC eligibility continues for a period of at least two (2) business days.

9.           Right to Accelerate.   In any event of default, in the event of default in any payment when due, or if this Note is not otherwise paid as required by its terms, or should an Organizational Change occur, Lender shall have the right, at Lender’s option, to declare the balance of the Note and any accrued interest, costs of collection (including attorney’s fees), fees, and penalties, immediately due and payable and, in addition to any other remedies, interest shall accrue from and after any said event of default at the rate of twenty percent (20.00%) interest.

10.           Costs and Expenses; Indemnification.  The Borrower agrees to pay all costs and expenses, including, without limitation, attorneys’ fees and disbursements, costs of collection and court costs, incurred or paid by the Lender or its affiliates in connection with the enforcement or collection of this Note or negotiation and documentation of the Note and any related documents:

(a)           The Borrower agrees to indemnify the Lender and its respective directors, officers, employees, agents, financial advisors, and consultants against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all reasonable expenses of litigation or preparation therefor, whether or not the indemnified Person is a party thereto, or any settlement arrangement arising from or relating to any such litigation) which any of them may pay or incur arising out of or relating to the Note or any document delivered in connection therewith or any of the transactions contemplated thereby or the direct or indirect application or proposed application of the proceeds of the Note, other than those which arise from the gross negligence or willful misconduct of the party claiming indemnification.  The Borrower, upon demand by the Lender

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at any time, shall reimburse the Lender for any reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing (including any settlement costs relating to the foregoing) except if the same is determined by a final non-appealable determination of a court of competent jurisdiction directly due to the gross negligence or willful misconduct of the party to be indemnified.  The obligations of the Borrower under this Section shall survive the cancellation of the Note.  This indemnification shall be binding upon the successors and assigns of the Borrower and shall inure to the benefit of the Lender, its directors, officers, employees, agents, and advisors, and their successors and assigns.

11.           Amendment and Waiver.  Except as otherwise expressly provided herein, the provisions of this Note may not be amended and the Borrower may not take any action herein prohibited, or omit to perform any act herein required to be performed by it, unless the Borrower has obtained the prior express written consent of the Lender of this Note.

12.           Remedies Cumulative.  No remedy herein conferred upon the Lender of this Note is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

13.           Remedies Not Waived.  No course of dealing between the Borrower and the Lender of this Note or any delay on the part of the Lender hereof in exercising any rights hereunder shall operate as a waiver of any right of the Lender of this Note.

14.           Unconditional Obligation.  No provision of this Note shall alter or impair the obligation of Borrower, which is absolute and unconditional, to pay the principal of, and interest on, this Not at the time, place, and rate and in the coin and currency or where contemplated herein.  This Note is a direct obligation of the Borrower.

15.           Successors and Assigns.  All the covenants, stipulations, promises and agreements in this Note contained by or on behalf of the Borrower shall bind their successors and assigns and shall inure to the benefit of the Lender and its successors and assigns, whether so expressed or not.

16.           Waiver of Jury Trial.  THE BORROWER AND LENDER (BY ACCEPTING THIS NOTE), ON BEHALF OF ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS NOTE OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT.

17.           Governing Law.  ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA.

Secured Convertible Promissory Note (No. 1)

First Liberty Power Corp.

February2012

11

18.           Headings.  The headings of the sections and subsections of this Note are inserted for convenience only and do not constitute a part of this Note.

19.           Place of Payment and Notices.  Payments of principal, interest and premium will be paid in accordance with the terms of this Note and notices are to be delivered to the Lender at the following address:

Tangiers Investors, LP

Attn:  Michael Sobeck

402 West Broadway, Suite 400

San Diego, California 92101

With a copy to (which shall not constitute notice)

Law Offices of William M. Aul

Attn:  William M. Aul

7676 Hazard Center Drive, Suite 500

San Diego, California 92108

Telephone:  (619) 497-2555

or, in each case, to such other address or to the attention of such other Person as specified by prior written notice to the other party.

20.           Arbitration.  Any dispute or claim arising to or in any way related to this Agreement shall be settled by binding arbitration in San Diego, California.  All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA").  AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party.  Each party shall pay its own expenses associated with such arbitration (except as set forth in the Note Purchase Agreement).  A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations.  The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration.  The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

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Secured Convertible Promissory Note (No. 1)

First Liberty Power Corp.

February2012

12

IN WITNESS WHEREOF, the Borrower has executed and delivered this Note on the date herein indicated.

Date:           February___, 2012

FIRST LIBERTY POWER CORP.

By:____________________

Name: _________________

Its: ____________________

[SIGNATURE PAGE TO SECURED CONVERTIBLE PROMISSORY NOTE]

Secured Convertible Promissory Note (No. 1)

First Liberty Power Corp.

February2012

13

Schedule 1

COPY OF GENERAL SECURITY AGREEMENT

(Second Security Agreement)

(Attached)

14

EXHIBIT A

CONVERSION NOTICE

(To be executed by the Holder in order to convert that certain Secured Convertible Promissory Note, hereinafter identified as the “Second Note”)

DATE:                                ____________________________

FROM:                                Tangiers Investors, LP

Re: Note (this “First Note”) issued by First Liberty Power Corp, a Nevada corporation to Tangiers Investors, LP in the original principal amount of $102,500.00.

The undersigned on behalf of Tangiers Investors, LP, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount indicated below of this Second Note into shares of Common Stock, $0.001 par value per share, of  First Liberty Power Corp. (the “Company”) according to the conditions hereof, as of the date written below.  If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.  No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.  The undersigned represents as of the date hereof that, after giving effect to the conversion of this Second Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Second Note.

Conversion information:

Date to Effect Conversion

Aggregate Principal Amount of First Note Being Converted

Aggregate Interest on Amount Being Converted

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address

Secured Convertible Promissory Note (No. 1)

First Liberty Power Corp.

February2012

15

EX-10.13

First Note Security Agreement

GENERAL SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made as of the __________ day of February, 2012 (the “Security Agreement”)

BETWEEN:

FIRST LIBERTY POWER CORP., a Nevada corporation with its principal offices at 7251 West Lake Mead Boulevard, Suite 3900, Las Vegas, Nevada 89128

(the “Debtor”)

AND:

TANGIERS INVESTORS, LP, a Delaware limited partnership with principal offices at 402 West Broadway, Suite 400, San Diego, California 92101

(the “Secured Party”)

WHEREAS:

A.           By the terms of that certain Note Purchase Agreement, dated February __, 2012 (the “Agreement”) and that certain Convertible Secured Promissory Note, dated February __, 2012 (the “Secured Note”) between the Debtor and the Secured Party (the “Secured Note”) the Secured Party agreed to transfer to Debtor the sum of One Hundred Thousand Dollars ($100,000.00) to Debtor in exchange for Debtor’s issuance of the Secured Note (in the stated principal amount of $102,500.00 with interest in arrears on the unpaid principal balance at an annual rate equal to eight percent (8.00%)) and a grant of the security interest in favour of Secured Party as provided by this Security Agreement. This General Security Agreement is to secure the First Note (as identified in the Agreement).

B.           Debtor warrants and represents that it owns and holds and will own and hold upon issuance of the Secured Note and the grant of the security interest provided hereby, all right, title, and interest to Five Hundred Thousand (500,000) unrestricted, freely-tradable shares of NECA (the “Subject Shares”) and the parties hereto agree that in the event that the outstanding balance of this Secured Note is reduced as a result of the Debtor’s payments to the Secured Party or in the event that the Secured Party successfully completes the conversion of the Secured Note then, provided that there is no outstanding default, the number of Subject Shares securing the Secured Note shall be reduced in increments of one hundred thousand (100,000) share amounts. The Debtor warrants and represents that: it is not and has not been, directly or indirectly, at any time in the 90 days immediately preceding the date of this General Security Agreement, an “affiliate” of NECA.

C.           All of the representations and warranties made by Debtor and contained in the Secured Note are incorporated by reference herein.

Note No. 1  -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

1

D.           The parties intend this Security Agreement to secure the obligations of Debtor as recited in the Secured Note.

E.           The Debtor and the Secured Party acknowledge and agree that coincident with the execution and delivery of this General Security Agreement, the parties have also entered into that certain Escrow Agreement, dated February __, 2012 (the “Escrow Agreement”) wherein the Debtor has agreed to deposit the Collateral (described herein) with the Escrow Agent in accordance with the Escrow Agreement.

F.           The Debtor warrants and represents that at all times hereunder, the Debtor owns all right, title, and interest to the Subject Shares with full power to convey title to the Subject Shares and that the Subject Shares are not encumbered by any equitable or legal interest or claim of any third party.

FOR VALUE RECEIVED, the Debtor hereby covenants, agrees, warrants, represents, acknowledges and confirms to and with the Secured Party and creates and grants the mortgage, charges and security interests hereinafter set forth, and the parties hereto covenant and agree with each other, as follows:

1.   DEFINITIONS.

1.1   In this Security Agreement unless there is something in the subject matter or the context necessarily inconsistent therewith, the expressions following shall have the following meanings, namely:

(a) “Affiliate” means an officer, director, or directly or indirectly, a 10% or more stockholder with such meaning as set forth in Rule 144(a)(1) of the 1933 Act.

(b) “Business Day” means a day on which the New York Stock Exchange is open for business.

(c) “Current Assets” means all cash, accounts receivable, inventory and other assets that are likely to be converted into cash, sold, exchanged or expended in the normal course of business within one year or less.

(d) “Current Liabilities” means debts that are or will become payable within one year or one operating cycle, whichever is longer, and which will require Current Assets to pay.  They usually include accounts payable, accrued expenses, deferred revenue and the current portion of long-term debt.

(e) “Current Ratio” means the ratio of Current Assets to Current Liabilities.

Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

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(f) “Indebtedness” means the indebtedness of Debtor to the Secured Party as recited in the Secured Note including without limitation principal, interest and all costs, charges and expenses of the Secured Party in respect thereof.

(g) “Liabilities” means, without duplication:

(i)           any obligations payable which under generally accepted accounting principles is shown on the balance sheet as a liability (excluding provisions for deferred income taxes and other provisions or reserves to the extent that such provisions or reserves did not constitute an obligation), except for Subordinated Shareholders Loans;

(ii)           indebtedness secured by any mortgage or lien existing on property owned subject to such mortgage or lien, whether or not the indebtedness secured thereby shall have been assumed;

(iii)           guarantees, endorsements and other contingent liabilities (whether direct or indirect) in connection with the obligations, stock or dividends of any person, firm or corporation;

(iv)           obligations under any contracts for the making of loans, advances or capital contributions to any person, firm or corporation, or for the purchase of any property from any person, firm or corporation, in each case in order to enable such person, firm or corporation primarily to maintain working capital, net worth or any other balance sheet condition or to pay debts, dividends or expenses.

(h) “Lien” includes a mortgage, charge, lien, security interest or encumbrance of any sort on an asset, and includes conditional sales contracts, title retention agreements, capital trusts and capital leases.

(i) “1933 Act” shall mean the Securities Act of 1933, as amended.

2.   SECURITY INTEREST

For the consideration aforesaid and as security for the payment and performance of the Obligations (as hereinafter defined), the Debtor does hereby:

(a) all right, title, and interest to Five Hundred Thousand (500,000) unrestricted, freely-tradable shares of New America Energy Corp, a Nevada corporation (the “Subject Shares” or “Collateral”)) and the parties hereto agree that in the event that the outstanding balance of this Secured Note is reduced as a result of the Debtor’s payments to the Secured Party or in the event that the Secured Party successfully completes the conversion of the Secured Note then, provided that there is no outstanding default, the number of Subject Shares securing the Secured Note shall be reduced in increments of one hundred thousand (100,000) share amounts  and granting the Debtor the right to file a Financing Statement (U.C.C. 1) now and at any time hereafter.

All of the Subject Shares shall be deposited with the Escrow Agent in accordance with the Escrow Agreement.

Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

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3.   OBLIGATIONS SECURED

The security interests herein created (the “Security Interest”) are and shall be general and continuing security for the payment of all indebtedness and liability of Debtor owed to the Secured Party, matured or not, extended or renewed, wheresoever and howsoever incurred, and any ultimate balance thereof (all of which indebtedness, liability, and obligations are hereinafter collectively called the “Obligations”).

4.   ATTACHMENT

The Debtor acknowledges that the Security Interest attaches upon the execution of this Security Agreement (or in the case of any after acquired property, at the time of acquisition thereof), that value has been given, and that the Debtor has, or in the case of after acquired property will have at the time of acquisition, rights in the Collateral.

5.   NEGATIVE COVENANTS

Notwithstanding any other provision contained in this Security Agreement, the Debtor will not without the express written consent of the Secured Party:

(a) sell, transfer, dispose of or in any way part with an interest in the Collateral or enter into or cause to become a party to any oral or written agreement that could result in the transfer, assignment or sale of the Collateral.

(b) create or cause any other person to create or impose, any mortgage, lien, or other encumbrance on or to the Collateral or any portion thereof.

6.   FINANCIAL STATEMENTS

6.1   Financial Statements

The Debtor shall, upon request of the Secured Party, deliver or cause to be delivered to the Secured Party within 20 days of its receipt of a written request from the Secured Party, a Certificate of Reliance and containing such assurances as the Secured Party may reasonably request as to the status of the Collateral and the Debtor’s adherence to this Security Agreement and the terms hereof until the Secured Note has been paid in full.

7.   DEFAULT

7.1   Events of Default

Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

4

7.2   The occurrence of any of the following events shall constitute default hereunder, if such events are not cured by the Debtor within fifteen (15) days following written notice from Secured Party:

(a) the occurrence of an Event of Default (as defined in this Security Agreement or the Note); and

(b)           a breach of any of the terms of this Security Agreement.

8.   ENFORCEMENT

Upon any default under this Security Agreement, subject to the provisions of the Subordination Agreement, the security hereby constituted will immediately become enforceable.  To enforce and realize on the security constituted by this Security Agreement the Secured Party may take any action permitted by law or in equity, as it may deem expedient, and in particular, but without limiting the generality of the foregoing, the Secured Party may elect to repossess the Collateral and may effect a transfer of the Collateral into the name of the Secured Party and dispose of the Collateral as it reasonably determines to offset any damages and in payment of any amounts due the Secured Party as provided by the Note and otherwise.

   9.   NOTICE

Notice may be given by any party in writing and shall be well and sufficiently given if sent by prepaid registered mail, by delivery, or by facsimile transmission to the party for whom it is intended, at the address or transmitted to the facsimile number herein provided, or to such other address or to such other facsimile number as may be set forth in any notice given pursuant to these notice provisions from time to time.  Any such notice shall be deemed to have been given and received:

(a)   if delivered, when delivered;

(b)   if mailed by prepaid registered mail when there is no known or anticipated disruption of postal services, on the third Business Day following that on which it was mailed; and

(c)   if sent by facsimile transmission, on the close of business on the day on which it was transmitted.

 10.   SATISFACTION AND DISCHARGE

The Debtor shall be entitled to a release and discharge of this Security Agreement: (i) upon full payment and satisfaction of all obligations recited in the Note, or (ii) upon full payment and satisfaction of the Secured Note.

Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

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 11.   ENUREMENT AND SURVIVAL

This Security Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns.  All of the representations and warranties made in this Security Agreement and those made in the Secured Note shall survive the execution and delivery of this Security Agreement and the Secured Note and continue until all obligations recited in the Secured Note have been satisfied in full.

12.   INTERPRETATION

12.1   Defined Terms

In this Security Agreement:

(a)   “Collateral” means all rights and interests in an to the Collateral including, but not limited to, all dividends accruing thereby.

(b)   “Debtor” and the personal pronoun “it” or “its” and any verb relating thereto and used therewith shall be read and construed as required by and in accordance with the context in which such words are used depending upon whether the Debtor is one or more individuals, corporations or partnerships and, if more than one, shall apply to and be binding upon each of them jointly and severally.

12.2   General and Survival

Words and expressions used herein that have been defined hereby shall be interpreted in accordance with their respective meanings given hereby whether expressed herein with or without initial capital letters and whether in the singular or the plural unless otherwise defined herein or unless the context otherwise requires, and wherever the context so requires in this Security Agreement the singular shall be read as if the plural were expressed, and vice-versa, and the provisions hereof shall be read with all grammatical changes necessary dependent upon the person referred to being a male, female, firm or corporation.  All of the representations made in this Security Agreement shall survive and continue for a period of three (3) years after the date hereof.

12.3   Severability

Should any provision of this Security Agreement be declared or held invalid or unenforceable in whole or in part or against or with respect to the Debtor by a court of competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of any or all of the remaining provisions of this Security Agreement which will continue in full force and effect and be construed as if this Security Agreement had been executed without the invalid or unenforceable provision.

Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

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12.4   Headings and Exhibit

The headings of the sections and clauses of this Security Agreement have been inserted for reference only and do not define, limit, alter or enlarge the meaning of any provision of this Security Agreement.  Exhibit A attached hereto is incorporated by reference herein.

12.5   Governing Law

This Security Agreement shall be governed by the laws of Nevada as if this Security Agreement were executed and all actions contemplated under the Note, this Security Agreement, and both of them were fully performed within the State of Nevada.

12.6   Entire Agreement

This Security Agreement supersede all prior agreements, whether written or oral, between the parties hereto or thereto with respect to their subject matter and constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to such subject matter.  This Security Agreement may not be amended, supplemented or otherwise modified except by the written agreement executed by the party to be charged with amendment.

13. MISCELLANEOUS

(a)   The Debtor hereby authorizes the Secured Party to file such financing statements and financing change statements as the Secured Party may deem appropriate to perfect on an ongoing basis and continue the Security Interest.

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Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

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IN WITNESS WHEREOF this Security Agreement has been executed as of the day and year first above written.

TANGIERS INVESTORS, LP

By: _________________________

Michael Sobeck

FIRST LIBERTY POWER CORP.

By: _________________________

Name: _________________________

Title: _________________________

WITNESS: _________________________

NAME OF WITNESS:   ______________________

[SIGNATURE PAGE TO GENERAL SECURITY AGREEMENT]

Note No. 1 -- Security Agreement to

Convertible Secured Promissory Note

February 2012: Tangiers Investors, LP

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EX-31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Donald Nicholson, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of First Liberty Power Corp.;

(2) Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2012	By:	/s/ Don Nicholson
	Name:	Don Nicholson
	Title:	Principal Executive Officer

EX-31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Donald Nicholson, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of First Liberty Power Corp.;

(2) Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 16, 2012	By:	/s/ Don Nicholson
	Name:	Don Nicholson
	Title:	Principal Financial and Accounting Officer

EX-32.1

EXHIBIT 32.1

FIRST LIBERTY POWER CORP.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of First Liberty Power Corp. (the “Company”) on Form 10-Q for the period ending January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Don Nicholson as Principal Executive, Financial and Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 16, 2012	By:	/s/ Don Nicholson
	Name:	Don Nicholson
	Title:	Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

XML

Loan payable

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Loan payable

Note 4 – Loan payable

On December 24, 2009, the Company borrowed $200,000 from an unrelated third party under a promissory note. The loan was unsecured, bore interest at 10 percent per annum, and was 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 amount was also unsecured, bore interest at 10 percent per annum, and was due on or before February 1, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amounts, as of December 24, 2010, into a single consolidated loan with the then accrued interest. The new consolidated loan was in the face amount of $250,000 plus $51,973 in accrued interest, unsecured, bore interest at 10 percent per annum, and was due on or before December 23, 2011.  On December 23, 2011, the combined principal and interest amounted to $301,973.

On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

XML

Mineral properties

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Mineral properties

Note 3 – Mineral properties

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

A) Lithium Agreement:

A property purchase agreement for 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; and

b.

A cash payment of $75,000 was required on December 15, 2010. On December 14, 2010, the parties agreed to defer this payment 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 were issued in June 2011.

c.

A cash payment of $100,000 was required on December 15, 2011.  On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.   If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement.

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 Lithium Agreement; and

b.	250,000 shares were issuable on the first anniversary, December 24 2010, of the Lithium Agreement. In June 2011, the combined 500,000 shares were issued.
c.	250,000 shares were issuable on the second anniversary, December 24 2011, of the Lithium Agreement, which shares were issued in January 2012. There remains a further 250,000 shares to be issued on December 24, 2012.

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

  a. As of January 31, 2012, a total of $219,662 has been expended on exploration and claim maintenance activities. A further approximately $358,000 is required to be expended according to the Lithium Agreement prior to December 24, 2012.

Pursuant to the Lithium 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, of which, the Company will have the option to purchase two percent (2%), by paying cash consideration for each percentage point of $1,000,000, bringing to total amount required for 2% to $2,000,000. 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 of the payment of either cash or shares shall be at the sole election of GeoXplor.

B) Van-Ur Agreement:

A property purchase agreement for 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 was 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; and

  b. A 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 (see below in regard to this payment required).

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.	250,000 shares were issuable on the first anniversary, December 24 2010, of the Van-Ur Agreement
	The initial 250,000 shares due and payable under the Van-Ur Agreement were issued in in June 2011. The remaining 250,000 shares were not issued, as a result of the assignment of the Van-Ur Agreement to New America Energy Corp. as described below, and no further share issuances are required.

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

  a. A total of $20,974 was expended on exploration and claim maintenance activities prior to the assignment of the Van-Ur Agreement to New America Energy Corp. as described below.  No further payments are required.

On February 3, 2011, we entered into and closed agreements with New America Energy Corp. (“New America”) and GeoXplor Inc. (“NECA Agreement”), whereby the Company optioned its interest in the mining claims associated with the Van-Ur Agreement, granting an option, as well as exploration rights, in these claims to New America. Pursuant to the terms of the NECA Agreement, the consideration to the Company for entering into this agreement with New America was as follows:

1. $10,000 on the execution of the NECA Agreement; $33,333 within 120 days of the execution of the NECA Agreement; $33,333 within 240 days of the execution of the NECA Agreement; and $33,334 within 360 days of the execution of the NECA 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. The fair value of the shares was recorded as an investment in the amount of $250,000 based on the trading price of the shares at the time of issuance, which was $0.50 per share. The value of these shares is to be periodically reviewed and adjusted as required.

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

Subject to New America fulfilling the terms of the NECA Agreement, the Company was not required to meet its obligations under the Van-Ur 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.

Pursuant to the terms of the Van-Ur Agreement, New America made cash payments in the amount of $10,000, and issued 500,000 shares of common stock to the Company and made cash payments in the amount of $50,000 and issued 500,000 shares of common stock to GeoXplor.

The value of the mining property asset associated with this agreement has been divested from the Company’s financial statements, and as of January 31, 2012, the Company has recorded the gain on the transfer of the mineral property option in the amount of $75,000.

The payment of $33,333 due to the Company on June 3, 2011 and the payment of $50,000 due to GeoXplor on May 31, 2011 pursuant to the Van-Ur Agreement were not paid as due. The parties to the agreement verbally agreed to extend the payment due dates by 120 days and on August 1, 2011, with an effective date of May 31, 2011, the parties executed an extension agreement.  Under the terms of the extension agreement, during the 120 day extension period commencing from May 31, 2011, GeoXplor has the right to solicit and accept offers by other parties on the property, in which case the Van-Ur Agreement will be terminated and neither New America nor the Company will have any further rights or interest in the Uravan property.  At any time prior to the expiration of the 120 day term either NECA or the Company could pay the required payments to GeoXplor.   Should neither NECA nor the Company pay the required payments under the agreement then the property would revert to GeoXplor unless further extended.

The extension agreement was lapsed on September 30, 2011, with neither New America nor the Company making any additional payments; therefore the claims have fully reverted back to GeoXplor Corp.   The Company has no further obligations in respect of the original Van-Ur Agreement of the assignment thereof.

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Balance Sheets (Unaudited) (USD $)	Jan. 31, 2012	Jul. 31, 2011
CURRENT ASSETS:
Cash in bank	$ 1,436	$ 74,576
Prepaid expense, current portion	335,388	440,942
Available for sale securities	170,000	175,000
Security deposit	28,500
Total current assets	535,324	690,518
PROPERTY:
Deposit on mineral properties	293,700	240,000
Total property	293,700	240,000
OTHER ASSETS
Prepaid expense	1,898	109,375
Unamortized financing fees	22,500
Total other assets	24,398	109,375
TOTAL ASSETS	853,422	1,039,893
CURRENT LIABILITIES:
Accounts payable, trade	82,080	61,268
Accounts payable, related parties	91,988	76,988
Accrued liabilities		40,992
Due to stockholder	9,761	9,761
Loan payable		250,000
Total current liabilities	183,829	439,009
Total liabilities	183,829	439,009
STOCKHOLDERS EQUITY:
Common stock, par value $0.001 per share; 540,000,000 shares authorized; 81,751,834 and 76,074,426 shares issued and outstanding as of January 31, 2012, and July 31, 2011, respectively	81,752	76,074
Additional paid-in capital	2,241,772	1,808,603
Accumulated other comprehensive loss	(80,000)	(75,000)
Deficit accumulated during the exploration stage	(1,573,931)	(1,208,793)
Total stockholders equity	669,593	600,884
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY	$ 853,422	$ 1,039,893

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Organization and summary of significant accounting policies

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Organization and summary of significant accounting policies

Note 1 – Organization and summary of significant accounting policies

Basis of Presentation and Organization

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 three and six month periods ended January 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2012.  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, 2011.

First Liberty Power Corp. (“First Liberty Power” or the “Company” and formerly Quuibus Technology, Inc.) is a Nevada corporation in the exploration stage.  The Company was incorporated under the laws of the State of Nevada on March 28, 2007.  The original business plan of the Company was focused on developing and offering a server-based software product for the creation of wireless communities. The Company commenced a capital formation activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission, and raise capital of up to $60,000 from a self-underwritten offering of 1,200,000 shares of newly issued common stock in the public markets. The Registration Statement on Form SB-2 was filed with the SEC on November 13, 2007, and declared effective on November 21, 2007. On February 18, 2008, the Company completed an offering of its registered common stock.

In December 2009, the Company changed its business direction, and the Company’s primary focus is on exploration 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.

On December 22, 2009, the Company declared a 27 for 1 forward stock split of its authorized and issued and outstanding common stock. The Company’s authorized common stock increased from 20,000,000 shares of common stock with a par value of $0.001 to 540,000,000 shares of common stock with a par value of $0.001. The effect of the stock split has been recognized retroactively in the stockholders’ equity accounts as of March 28, 2007, the date of our inception, and in all shares and per share data in the financial statements.

Effective December 22, 2009, the Company changed its name from “Quuibus Technology, Inc.” to “First Liberty Power Corp.” by way of a merger with its wholly owned subsidiary First Liberty Power Corp., which was formed solely for the name change.

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 carbonate.  Mineral claim and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development 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.

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Long-lived assets

The Company accounts for its long-lived assets in accordance with FASB ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.

Investments

The Company holdings in marketable securities classified as available-for-sale are carried at fair value. The carrying value of marketable securities is reviewed each reporting period for declines in value that are considered to be other-than temporary and, if appropriate, the investments are written down to their estimated fair value. Realized gains and losses and declines in value judged to be other-than-temporary on available for sale securities are included in the Company’s statements of operations. Unrealized gains and unrealized losses deemed temporary are included in accumulated other comprehensive income (loss).

Effective February 8, 2011, the Company acquired 500,000 shares of New America Energy common stock pursuant to an Agreement between the Company, New America Energy and GeoXplor (refer to Note 3) for the deemed value of $250,000. The equity investment will be periodically reviewed to determine if impairment is required.

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 quarters ended January 31, 2012, and 2011.

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, 2012, and July 31, 2011, 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, 2012, and July 31, 2011, and expenses for the quarters ended January 31, 2012, and 2011, and cumulative from inception.  Actual results could differ from those estimates made by management.

Reclassification

For the three-month and six month periods ended January 31, 2012, certain items in 2010/2011 and cumulative from inception were reclassified to conform to the current presentation.  The Company has consolidated certain line items on the statement of operations including Legal fees and Accounting and Audit fees to one line item, “Professional fees”.  Additionally the Company has consolidated into one line item, “General and Administration” the following: Transfer agent fees, SEC filing fees, Office rent, Bank and office supplies.

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Going concern

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Going concern

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 of $1,573,931 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.

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Balance Sheets (Parenthetical) (USD $)	Jan. 31, 2012	Jul. 31, 2011
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	540,000,000	540,000,000
Common stock, shares issued	81,751,834	76,074,426

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Document and Entity Information	6 Months Ended
	Jan. 31, 2012	Mar. 16, 2012
Document And Entity Information
Entity Registrant Name	First Liberty Power Corp.
Entity Central Index Key	0001415305
Document Type	10-Q
Document Period End Date	Jan. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		81,751,834
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		58 Months Ended
	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2012
Income Statement [Abstract]
REVENUES
EXPENSES:
Exploration costs		44,000	10,125	91,272	240,636
Management & consulting fees	130,654	127,969	274,356	256,103	1,093,688
Professional fees	23,462	29,132	63,314	30,620	207,694
General and Administration	2,820	3,795	4,618	22,406	109,015
Total Expenses	156,936	204,896	352,413	400,401	1,651,033
LOSS FROM OPERATIONS	(156,936)	(204,896)	(352,413)	(400,401)	(1,651,033)
OTHER INCOME (EXPENSE)
Gain loss on transfer of property option					155,000
Interest expense	(4,062)	(6,700)	(10,981)	(13,001)	(51,976)
Exchange loss			(1,744)		(2,722)
TOTAL OTHER INCOME (EXPENSE)	(4,062)	(6,700)	(12,725)	(13,001)	100,302
NET LOSS	(160,998)	(211,596)	(365,138)	(413,402)	(1,550,731)
COMPREHENSIVE LOSS
Change in market value of securities			(5,000)		(80,000)
COMPREHENSIVE LOSS	$ (160,998)	$ (211,596)	$ (370,138)	$ (413,402)	$ (1,630,731)
LOSS PER COMMON SHARE:
Loss per common share, basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Comprehensive loss per common share, basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC	78,614,781	68,425,000	77,377,901	68,425,000

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Marketable securities and investments

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Marketable securities and investments

Note 7 –Marketable Securities and Investments

The following is a summary of available-for-sale marketable securities as of January 31, 2012:

	Cost		Unrealized Gain		Unrealized (Losses)			Market or Fair Value
Equity securities	$	250,000		-		(80,000	)		170,000
Total	$	250,000		-		(80,000	)		170,000

The Company classifies securities that have a readily determinable fair value and are not bought and not held principally for the purpose of selling them in the near term as securities available-for-sale, pursuant to FASB ASC 320-10, Investments-Debt & Equity Securities.  Under FASB ASC 320-10, unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported in other comprehensive income (loss) until realized.

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Common stock

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Common stock

Note 6 – Common stock

On August 9, 2011, the Company signed a confidential term sheet in respect to the creation of a $3,000,000 Equity Line financing structure.  Pursuant to the term sheet, the Company paid a document preparation fee of $7,500, and issued a total of 136,364 shares valued at $15,000.  Final documentation and conditions relative to this term sheet have not been completed as the filing of this report, but are expected to be shortly thereafter.

On January 11, 2012, the Company entered into a 13 month agreement with an unrelated third party for the provision of non-exclusive financial advisor, investment bank and placement agent services to the Company.  Pursuant to this agreement, the Company was required to issue 350,000 shares, which were issued in January 2012, and valued at $24,675 of which $949 had been expensed in the current period.

According to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, 250,000 shares valued at $16,250, were issuable on the second anniversary of the Agreement, December 24 2011, which shares were issued in January 2012.

Further to the Company’s Lithium Agreement with GeoXplor, detailed in Note 3 – Mineral Properties above, a cash payment of $100,000 was required on December 15, 2011.  On January 6, 2012, effective December 15, 2011, GeoXplor agreed to defer the payment until March 15, 2012, in exchange for the issuance of 500,000 compensation shares (issued January 2012 valued at $37,450), and the further issuance of 500,000 shares (issued January 2012 valued at $28,500) to be held by GeoXplor as security against the Payment. Upon fulfilling the Payment obligations within the extension, these security shares are to be returned to the Company for cancellation.  If the Company does not complete in full the Payment obligation before March 15, 2012, such shares may be sold by GeoXplor with the proceeds applied towards any remaining amounts owing.   If there are proceeds in excess of the amounts owing, the excess shall be applied as a pre-payment towards exploration work obligations under the Lithium Agreement.

On December 24, 2009, the Company borrowed $200,000 from an unrelated third party under a promissory note. The loan was unsecured, bore interest at 10 percent per annum, and was 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 amount was also unsecured, bore interest at 10 percent per annum, and was due on or before February 1, 2011. On December 23, 2010, the Company and the lender agreed to consolidate the principal amounts, as of December 24, 2010, into a single consolidated loan. The new consolidated loan is in the amount of $250,000 and is unsecured, bears interest at 10 percent per annum, and is due on or before December 23, 2011. On December 23, 2011, the combined principal and interest of the note amounted to $301,973.  On January 9, 2012, effective December 23, 2011, the Company and the Lender agreed to convert the entire $301,973 principal and interest, based on the average closing price of the Borrower’s shares for the 10 trading days prior and up to the effective date of the conversion agreement, into restricted common stock of the Company.  The resultant quantity of shares amounted to 3,753,544 shares, which were issued in January 2012.

On December 16, 2011, the Company received a total of $15,000 from the proceeds of the sale of 187,500 shares of its common stock under a private placement agreement, priced at $0.08 / share, which shares were issued in January 2012.  The purchaser has received 187,500 warrants, each with the right to purchase a share at the price of $0.08/share, valid through to December 15, 2013.

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Subsequent note

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Subsequent note

Note 8 –Subsequent Note

On February 23, 2012, the Company closed a convertible debenture financing in the amount of $205,000, of which $102,500 ($90,000 net of finance and legal costs) gross was received prior to the filing of this report (“Note 1”), and a further $102,500 gross ($90,000 net of finance and legal costs) is expected prior to March 22, 2012 (“Note 2”), together the “Notes”.   These Notes are part of a total $700,000 finance contemplated over the next five months, subject to the Company progressing with its planned exploration program and the parties further agreeing to final terms on the remaining $500,000. Note 1 and Note 2 bear interest at a rate of 8% per annum, and are due within one year of issuance, February 23, 2013, and March 7, 2013, respectively.

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Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		58 Months Ended
	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2012
OPERATING ACTIVITIES:
Net loss	$ (365,138)	$ (413,402)	$ (1,550,731)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Debt forgiven			475
Gain on sale of property			(155,000)
Stock based compensation, consulting services	242,306	147,177	866,824
Changes in net assets and liabilities -
Accrued interest	10,981	13,001	51,973
Prepaid expense	(4,600)		(6,183)
Unamortized financing fees	(7,500)		(7,500)
Accounts payable - trade	20,811	46,987	82,079
Accrued liabilities		(11,350)	0
Accounts payable, related parties	15,000	30,797	91,988
NET CASH USED IN OPERATING ACTIVITIES	(88,140)	(186,790)	(626,075)
INVESTING ACTIVITIES:
Proceeds on sale of property			(185,000)
NET CASH USED IN INVESTING ACTIVITIES			(185,000)
FINANCING ACTIVITIES:
Proceeds from the issuance of common stock	15,000	225,000	566,500
Proceeds from former shareholder loan			9,761
Proceeds from loan			250,000
Deferred offering costs			(13,750)
NET CASH PROVIDED BY FINANCING ACTIVITIES	15,000	225,000	812,511
NET INCREASE (DECREASE) IN CASH	(73,140)	38,210	1,436
CASH, BEGINNING OF PERIOD	74,576	179,791
CASH, END OF PERIOD	1,436	218,001	1,436
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITIES
Interest
Income taxes
Unamortized financing fees	(15,000)		(15,000)
Change in prepaid, net	(242,306)		(559,264)
Conversion of debt	$ (301,973)		$ (301,973)

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Related parties transactions

6 Months Ended

Jan. 31, 2012

Notes to Financial Statements

Related parties transactions

Note 5 – Related parties transactions

On March 1, 2010, the Company entered into a consulting agreement with Mr. John Rud, under which Mr. Rud was to hold the position of Vice President Exploration with the Company. Mr. Rud is also a principal with GeoXplor, with whom the Company has its property purchase agreement. Under the terms of the contract, Mr. Rud was to receive 250,000 shares of the Company’s common stock as compensation for services rendered to February 28, 2011, such shares to be deemed earned based on the number of days of services provided.   As a result during the initial term of Mr. Rud’s contract, the Company recorded compensation expense in respect of the shares based on multiplying the pro-rata portion of 250,000 shares earned, over a 365 day year, by the average closing price of the Company’s common stock over the same period. On March 1, 2011, the Company and Mr. Rud agreed to extend the contract for an additional year, under the same terms, though with Mr. Rud undertaking a non-executive role with the Company.  The Company issued a further 250,000 shares of common stock for services rendered in June 2011. On October 31, 2011, Mr. Rud resigned his role at the Company, and the contract was terminated. The Company agreed not to exercise the clawback provision in the contract, and therefore all 145,889 shares were expensed as of that date, resulting in a compensation expense of $16,048 being recorded.

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, on May 3, 2010, we issued to Mr. Hoak 250,000 shares of our common stock, with a further 250,000 shares issued in July 2011, valued at $75,000. During each period, a compensation expense is determined based on the number of days for which services were provided relative to 365 days, multiplied by the common stock valuation. This amount is deducted from the pre-paid expense ($75,000 from the 2nd issuance) accordingly in each period, which amount was $18,904 recorded as consulting expense during the three-month period ended January 31, 2012, leaving a pre-paid expense balance of $10,685. The agreement with Mr. Hoak also contains a provision for the payment of $2,500 a month during the term of the agreement. For the three-month period ended January 31, 2012, the Company recognized an additional consulting expense in the amount of $7,500. The Company did not make any cash payment to Mr. Hoak in the period, leaving $55,798 cumulatively due and payable to this related party.

As of January 31, 2012, a former officer and Director of the Company had an outstanding loan amount to the Company of $9,761 (July 31, 2011- $9,761). The loan is unsecured, non-interest bearing, and has no specific terms for repayment. In addition this former officer and Director paid on behalf of the Company a total of $36,190 in expenses which is payable as of January 31, 2012.

The Company entered into an agreement on July 2, 2011, effective November 15, 2010, with LTV International Holdings Ltd. (“LTV”), to provide management services to the Company, the terms of which required the issuance of 5,000,000 shares to LTV, issued on July 15, 2011, and a monthly fee of $2,500 payable to LTV. Mr. Don Nicholson is the designated service provider under the agreement with LTV. On November 29, 2010, Mr. Don Nicholson was appointed as a member of the board of directors of the Company, and on December 28, 2010, effective January 1, 2011; Mr. Nicholson was appointed Chief Executive Officer, President, and Secretary-Treasurer. There are no outstanding amounts owing as of January 31, 2012, under the agreement.