10-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the fiscal year ended September 30, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

               For the transition period from ________ to ________

                        Commission file number 000-54073


                            LIBERTY COAL ENERGY CORP.
             (Exact name of registrant as specified in its charter)

            Nevada                                                  N/A
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

 99 18th Street, Suite 3000, Denver, CO                            80202
(Address of principal executive offices)                         (Zip Code)

                                 (888) 399-3989
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange On Which Registered
-------------------                    -----------------------------------------
       N/A                                                N/A

           Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, par value of $0.001
                                (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

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

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-K (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

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
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the aggregate market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter.

The aggregate market value of Common Stock held by non-affiliates of the
Registrant on December 20, 2011, was $1,453,400 based on the average bid/ask
price for the Common Stock on December 20, 2011. For purposes of this
computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that such
executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

316,287,267 shares of common stock issued & outstanding as of January 5, 2013

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

                                TABLE OF CONTENTS

Item 1.  Business............................................................. 3

Item 1A. Risk Factors......................................................... 8

Item 1B. Unresolved Staff Comments............................................15

Item 2.  Properties...........................................................15

Item 3.  Legal Proceedings....................................................16

Item 4.  Mine Safety Disclosures..............................................16

Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer
         Purchases of Equity Securities.......................................17

Item 6.  Selected Financial Data..............................................18

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................18

Item 7A. Quantitative and Qualitative Disclosures About Market Risk...........23

Item 8.  Financial Statements and Supplementary Data..........................24

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.................................................38

Item 9A. Controls and Procedures..............................................38

Item 9B. Other Information....................................................39

Item 10. Directors, Executive Officers and Corporate Governance...............39

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters..........................................42

Item 13. Certain Relationships and Related Transactions, and Director
         Independence.........................................................44

Item 14. Principal Accountants Fees and Services..............................45

Item 15. Exhibits, Financial Statement Schedules..............................46

                                       2

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"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, including the risks in the section
entitled "Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. A number of important factors could
cause our actual results to differ materially from those expressed in any
forward-looking statements made by us in this Form 10-K.

Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. 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.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States Dollars and all references to "common shares" refer
to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our company", or "the
Company" mean Liberty Coal Energy Corp., a Nevada corporation, unless otherwise
indicated.

                                     PART I

ITEM 1. BUSINESS

CORPORATE HISTORY

The address of our principal executive office is 99 18th Street, Suite 3000,
Denver, Colorado 80202. Our telephone number is (888) 399-3989.

Our common stock is quoted on the OTC Bulletin Board under the symbol "LBTG".

We were incorporated on August 31, 2007 as "ESL Teachers Inc." under the laws of
the state of Nevada. Our original business plan was to develop and sell online
employment services specifically for both ESEL Teachers and ESL operations
seeking to hire teachers worldwide. On March 15, 2010, we changed our name to
Liberty Coal Energy Corp. by way of a merger with our wholly owned subsidiary
"Liberty Coal Energy Corp." which was formed solely for the purpose of the
change of name. The change of name was to better represent the new business
director of our company to that of a precious metal mineral exploration,
development and production company.

In addition, on March 15, 2010, we effected a 30 for 1 forward stock split of
our authorized and issued and outstanding shares of common stock such that our
authorized capital increased from 50,000,000 shares of common stock, $0.001 par
value per share to 1,500,000,000 shares of common stock, par value $0.001 per
share.

Other than as set out herein, we have not been involved in any bankruptcy,
receivership or similar proceedings, nor have we been a party to any material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of our business.

                                       3

OUR CURRENT BUSINESS

Our primary business focus is to acquire, explore and develop coal properties in
North America.

We are currently developing a project in Owsley County, Kentucky.

The Owsley property covers approximately 1,000 acres and has 3,600,000 tons of
coal recoverable by surface and high wall (auger) methods. There are underground
reserves in place which are not being considered for production at this time.

The Owsley project has a permit completed and technically approved by the
Kentucky Department of Natural Resources for the first 80 acre phase. The permit
can be placed on active status and mining initiated by posting a $175,000
reclamation bond. The Company believes mining production can be commenced within
90 days of breaking ground.

The previous two properties that Liberty controlled in Sheridan and Campell
counties Wyoming were dropped in 2012. This decision was a result of evaluation
of the probable economics, especially in view of the market projections for
thermal coal from the Wyoming region. Neither property could compete with the
larger and low cost open pit mines in the Powder River Basin and any conceivable
investment did not show a favorable return.

COMPETITION

The mining industry is intensely competitive. We compete with numerous
individuals and companies, including many major mining companies, which have
substantially greater technical, financial and operational resources and staffs.
Accordingly, there is a high degree of competition for access to funds. There
are other competitors that have operations in the area and the presence of these
competitors could adversely affect our ability to compete for financing and
obtain the service providers, staff or equipment necessary for the exploration
and exploitation of our properties.

We compete with many companies in the mining business, including larger, more
established mining companies with substantial capabilities, personnel and
financial resources. Further, there is a limited supply of desirable mineral
lands available for claim-staking, lease or acquisition in areas where we may
conduct exploration activities. Because we compete with individuals and
companies that have greater financial resources and larger technical staffs, we
may be at a competitive disadvantage in acquiring desirable mineral properties.
From time to time, specific properties or areas that would otherwise be
attractive to us for exploration or acquisition are unavailable due to their
previous acquisition by other companies or our lack of financial resources.

Competition in the mining industry is not limited to the acquisition of mineral
properties but also extends to the technical expertise to find, advance and
operate such properties; the labor to operate the properties; and the capital
needed to fund the acquisition and operation of such properties. Competition may
result in our company being unable not only to acquire desired properties, but
to recruit or retain qualified employees, to obtain equipment and personnel to
assist in our exploration activities or to acquire the capital necessary to fund
our operation and advance our properties. Our inability to compete with other
companies for these resources would have a material adverse effect on our
results of operations and business.

As noted above, we compete with other mining and exploration companies, many of
which possess greater financial resources and technical facilities than we do,
in connection with the acquisition of suitable exploration properties and in
connection with the engagement of qualified personnel. Many of our competitors
explore for a variety of minerals and control many different properties around
the world. Many of them have been in business longer than we have and have
established more strategic partnerships and relationships and have greater
financial accessibility than we have. Accordingly, given the significant
competition for mineral exploration properties, we may be unable to continue to
acquire interests in attractive mineral exploration properties on terms we
consider acceptable.

                                       4

The most important factors on which we compete are coal price, coal quality and
characteristics, transportation costs and the reliability of supply. Demand for
coal and the prices that we will be able to obtain for our coal are closely
linked to coal consumption patterns of the domestic electric generation industry
and international consumers. These coal consumption patterns are influenced by
factors beyond our control, including demand for electricity, which is
significantly dependent upon economic activity and summer and winter
temperatures in the United States, government regulation, technological
developments and the location, availability, quality and price of competing
sources of fuel such as natural gas, oil and nuclear, and alternative energy
sources such as hydroelectric power.

We do not engage in hedging transactions and we have no hedged mineral
resources.

MINING PERMITS AND APPROVALS

We plan to secure all necessary state and federal permits for our exploration
activities and we intend to file for the required permits to conduct our
exploration programs as necessary. These permits are usually obtained from
either the Bureau of Land Management or the United States Forest Service.
Obtaining such permits usually requires the posting of small bonds for
subsequent remediation of trenching, drilling and bulk-sampling.

Applications for permits require extensive engineering and data analysis and
presentation, and must address a variety of environmental, health, and safety
matters associated with a proposed mining operation. These matters include the
manner and sequencing of coal extraction, the storage, use and disposal of waste
and other substances and other impacts on the environment, the construction of
water containment areas, and reclamation of the area after coal extraction.
Meeting all requirements imposed by any of these authorities may be costly and
time consuming, and may delay or prevent commencement or continuation of mining
operations.

The permitting process for certain mining operations can extend over several
years and can be subject to judicial challenge, including by the public. Some
required mining permits are becoming increasingly difficult to obtain in a
timely manner, or at all. We cannot assure you that we will not experience
difficulty or delays in obtaining mining permits in the future.

We may be required to post bonds to secure performance under such permits. Under
some circumstances, substantial fines and penalties, including revocation of
mining permits, may be imposed under applicable laws and regulations. Monetary
sanctions and, in severe circumstances, criminal sanctions may be imposed for
failure to comply with these laws and regulations. Regulations also provide that
a mining permit can be refused or revoked if the permit applicant or permittee
owns or controls, directly or indirectly through other entities, mining
operations that have outstanding environmental violations.

COMPLIANCE WITH GOVERNMENT REGULATIONS

Various levels of governmental controls and regulations address, among other
things, the environmental impact of mineral exploration and mineral processing
operations and establish requirements for decommissioning of mineral exploration
properties after operations have ceased. With respect to the regulation of
mineral exploration and processing, legislation and regulations in various
jurisdictions establish performance standards, air and water quality emission
standards and other design or operational requirements for various aspects of
the operations, including health and safety standards. Legislation and
regulations also establish requirements for decommissioning, reclamation and
rehabilitation of mineral exploration properties following the cessation of
operations and may require that some former mineral properties be managed for
long periods of time.

Our exploration activities are subject to various levels of federal and state
laws and regulations relating to protection of the environment, including
requirements for closure and reclamation of mineral exploration properties. Some
of the laws and regulations include the Clean Air Act, the Clean Water Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Emergency Planning and Community Right-to-Know Act, the Endangered Species Act,
the Federal Land Policy and Management Act, the National Environmental Policy
Act, the Resource Conservation and Recovery Act, and all the related state laws
in Wyoming, some of which are discussed in more detail below.

                                       5

We do not anticipate discharging water into active streams, creeks, rivers,
lakes or any other bodies of water without an appropriate permit. We also do not
anticipate disturbing any endangered species or archaeological sites or causing
damage to the properties in which we have an interest. Re-contouring and
re-vegetation of disturbed surface areas will be completed pursuant to the
applicable permits. The cost of remediation work varies according to the degree
of physical disturbance. It is difficult to estimate the cost of compliance with
environmental laws since the full nature and extent of our proposed activities
cannot be determined at present.

MINE HEALTH AND SAFETY LAWS

Stringent safety and health standards have been imposed by federal legislation
since Congress adopted the Mine Safety and Health Act of 1969. The Mine Safety
and Health Act of 1977 significantly expanded the enforcement of safety and
health standards and imposed further comprehensive safety and health standards
on all aspects of mining operations. In reaction to several mine accidents in
recent years, federal and state legislatures and regulatory authorities have
increased scrutiny of mine safety matters and passed more stringent laws
governing mining.

ENVIRONMENTAL REGULATION

As noted above, mining activities at and on our properties are subject to
various environmental laws, both federal and state, including but not limited to
the federal National Environmental Policy Act, CERCLA (as defined below), the
Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act
and the Endangered Species Act, and certain state laws governing the discharge
of pollutants and the use and discharge of water. Various permits from federal
and state agencies are required under many of these laws. Local laws and
ordinances may also apply to such activities as construction of facilities, land
use, waste disposal, road use and noise levels.

These laws and regulations are continually changing and, as a general matter,
are becoming more restrictive. Our policy is to conduct our business in a manner
that safeguards public health and mitigates the environmental effects of our
business activities. To comply with these laws and regulations, some of which
are discussed below, we have made, and in the future may be required to make,
significant capital and operating expenditures.

The COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF
1980, as amended ("CERCLA"), imposes strict, joint, and several liability on
parties associated with releases or threats of releases of hazardous substances.
Liable parties include, among others, the current owners and operators of
facilities at which hazardous substances were disposed or released into the
environment and past owners and operators of properties who owned such
properties at the time of such disposal or release. This liability could include
response costs for removing or remediating the release and damages to natural
resources. The properties in which we have certain interests, because of past
mining activities, could give rise to potential liability under CERCLA.

Under the RESOURCE CONSERVATION AND RECOVERY ACT ("RCRA") and related state
laws, mining companies may incur costs for generating, transporting, treating,
storing, or disposing of hazardous or solid wastes associated with certain
mining-related activities. RCRA costs may also include corrective action or
clean up costs. The majority of the waste which is produced by such operations
is "extraction" waste that Environmental Protection Agency ("EPA") has
determined not to regulate under RCRA's "hazardous waste" program. Instead, the
EPA is creating a solid waste regulatory program specific to mining operations
under the RCRA. Of particular concern to the mining industry is a proposal by
the EPA entitled "Recommendation for a Regulatory Program for Mining Waste and
Materials Under Subtitle D of the Resource Conservation and Recovery Act"
("Strawman II") which, if implemented, would create a system of comprehensive
Federal regulation of the entire mine site. Many of these requirements would be
duplicates of existing state regulations. Strawman II as currently proposed
would regulate not only mine and mill wastes but also numerous production
facilities and processes which could limit internal flexibility in operating a
mine. To implement Strawman II the EPA must seek additional statutory authority,
which is expected to be requested in connection with Congress' reauthorization
of RCRA.

Mining operations may produce air emissions, including fugitive dust and other
air pollutants, from stationary equipment, such as crushers and storage
facilities, and from mobile sources such as trucks and heavy construction
equipment. All of these sources are subject to review, monitoring, permitting,
and/or control requirements under the federal CLEAN AIR ACT and related state
air quality laws. Air quality permitting rules may impose limitations on our
production levels or create additional capital expenditures in order to comply
with the permitting conditions.

                                       6

Under the federal CLEAN WATER ACT, point-source discharges are regulated by the
National Pollution Discharge Elimination System program. Stormwater discharges
also are regulated and permitted under that statute. Section 404 of the CLEAN
WATER ACT regulates the discharge of dredge and fill material into waters of the
United States, including wetlands. All of those programs may impose permitting
and other requirements on our operations.

The NATIONAL ENVIRONMENTAL POLICY ACT ("NEPA") requires an assessment of the
environmental impacts of major federal actions. The federal action requirement
must be satisfied if the project involves federal land or if the federal
government provides financing or permitting approvals. NEPA does not establish
any substantive standards, but requires the analysis of any potential impacts.
The scope of the assessment process depends on the size of the project. An
Environmental Assessment ("EA") may be adequate for smaller projects. An
Environmental Impact Statement, which is much more detailed and broader in scope
than an EA, is required for larger projects. NEPA compliance requirements for
any of our proposed projects could result in additional costs or delays.

The ENDANGERED SPECIES ACT ("ESA") is administered by the U.S. Fish and Wildlife
Service of the U.S. Department of Interior. The purpose of the ESA is to
conserve and recover listed endangered and threatened species and their habitat.
Under the ESA, endangered means that a species is in danger of extinction
throughout all or a significant portion of its range. The term threatened under
such statute means that a species is likely to become endangered within the
foreseeable future. Under the ESA, it is unlawful to take a listed species,
which can include harassing or harming members of such species or significantly
modifying their habitat. Future identification of endangered species or habitat
in our project areas may delay or adversely affect our operations.

U.S. federal and state reclamation requirements often mandate concurrent
reclamation and require permitting in addition to the posting of reclamation
bonds, letters of credit or other financial assurance sufficient to guarantee
the cost of reclamation. If reclamation obligations are not met, the designated
agency could draw on these bonds or letters of credit to fund expenditures for
reclamation requirements. Reclamation requirements generally include
stabilizing, contouring and re-vegetating disturbed lands, controlling drainage
from portals and waste rock dumps, removing roads and structures, neutralizing
or removing process solutions, monitoring groundwater at the mining site and
maintaining visual aesthetics.

EMPLOYEES

At present, only our directors and officers act as our employees of our company.
We do not expect any material changes in the number of employees over the next
12 month period.

We engage contractors from time to time to consult with us on specific corporate
affairs or to perform specific tasks in connection with our exploration
programs. We will continue to outsource contract employment as needed.

RESEARCH AND DEVELOPMENT

We have not spent any amounts on which has been classified as research and
development activities in our financial statements since our inception.

GOING CONCERN

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

SUBSIDIARIES

We have registered a Kentucky LLC, which will handle the day to day management
of the Owsley project and handle all state filings.

                                       7

INTELLECTUAL PROPERTY

We do not own, either legally or beneficially, any patent or trademark.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will
voluntarily send an annual report, together with our annual audited financial
statements upon request. We are required to file annual, quarterly and current
reports, proxy statements, and other information with the Securities and
Exchange Commission. Our Securities and Exchange Commission filings are
available to the public over the Internet at the SEC's website at
http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's
Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The
Internet address of the site is http://www.sec.gov.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates, projections or other "forward looking statements". Such forward
looking statements include any projections and estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

RISKS RELATED TO OUR BUSINESS

WE ARE IN THE EXPLORATION STAGE AND HAVE YET TO ESTABLISH OUR MINING OPERATIONS,
WHICH MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS. THERE CAN BE NO ASSURANCE
THAT WE WILL EVER GENERATE REVENUES FROM OPERATIONS OR EVER OPERATE PROFITABLY.

We are currently in the exploration stage and have yet to establish our mining
operations. Our limited history makes it difficult for potential investors to
evaluate our business. We need to complete a drilling program and obtain
feasibility studies on the properties in which we have an interest in order to
establish the existence of commercially viable coal deposits and proven and
probable reserves on such properties. Therefore, our proposed operations are
subject to all of the risks inherent in the unforeseen costs and expenses,
challenges, complications and delays frequently encountered in connection with
the formation of any new business, as well as those risks that are specific to
the coal industry in general. Despite our best efforts, we may never overcome
these obstacles to financial success. There can be no assurance that our efforts
will be successful or result in revenue or profit, or that investors will not
lose their entire investment.

WE FACE NUMEROUS UNCERTAINTIES IN CONFIRMING THE EXISTENCE OF ECONOMICALLY
RECOVERABLE COAL RESERVES AND IN ESTIMATING THE SIZE OF SUCH RESERVES, AND
INACCURACIES IN OUR ESTIMATES COULD RESULT IN LOWER THAN EXPECTED REVENUES,
HIGHER THAN EXPECTED COSTS OR FAILURE TO ACHIEVE PROFITABILITY.

We have not established the existence of a commercially viable coal deposit on
the properties in which we have an interest. Further exploration will be
required in order to establish the existence of economically recoverable coal
reserves and in estimating the size of those reserves. However, estimates of the
economically recoverable quantities and qualities attributable to any particular
group of properties, classifications of reserves based on risk of recovery and

                                       8

estimates of net cash flows expected from particular reserves prepared by
different engineers or by the same engineers at different times may vary
substantially. Actual coal tonnage recovered from identified reserve areas or
properties and revenues and expenditures with respect to such reserves may vary
materially from estimates. Inaccuracies in any estimates related to our reserves
could materially affect our ability to successfully commence profitable mining
operations.

OUR FUTURE SUCCESS DEPENDS UPON OUR ABILITY TO ACQUIRE AND DEVELOP COAL RESERVES
THAT ARE ECONOMICALLY RECOVERABLE AND TO RAISE THE CAPITAL NECESSARY TO FUND
MINING OPERATIONS.

Our future success depends upon our conducting successful exploration and
development activities and acquiring properties containing economically
recoverable coal deposits. In addition, we must also generate enough capital,
either through our operations or through outside financing, to mine these
reserves. Our current strategy includes completion of exploration activities on
our current properties and, in the event we are able to establish the existence
of commercially viable coal deposits on such properties, continuing to develop
our existing properties. Our ability to develop our existing properties and to
commence mining operations will depend on our ability to obtain sufficient
working capital through financing activities.

DUE TO VARIABILITY IN COAL PRICES AND IN OUR COST OF PRODUCING COAL, AS WELL AS
CERTAIN CONTRACTUAL COMMITMENTS, WE MAY BE UNABLE TO SELL COAL AT A PROFIT.

In the event we are able to commence coal production from our properties, we
will plan to sell any coal we produce for a specified tonnage amount and at a
negotiated price pursuant to short-term and long-term contracts. Price
adjustment, "price reopener" and other similar provisions in long-term supply
agreements may reduce the protection from short-term coal price volatility
traditionally provided by such contracts. Any adjustment or renegotiation
leading to a significantly lower contract price would result in decreased
revenues and lower our gross margins. Coal supply agreements also typically
contain force majeure provisions allowing temporary suspension of performance by
us or our customers during the duration of specified events beyond the control
of the affected party. Most coal supply agreements contain provisions requiring
us to deliver coal meeting quality thresholds for certain characteristics such
as Btu, sulfur content, ash content, hardness and ash fusion temperature.
Failure to meet these specifications could result in economic penalties,
including price adjustments, the rejection of deliveries or, in the extreme,
termination of the contracts. Consequently, due to the risks mentioned above
with respect to long-term supply agreements, we may not achieve the revenue or
profit we expect to achieve from any such future sales commitments. In addition,
we may not be able to successfully convert these future sales commitments into
long-term supply agreements.

THE COAL INDUSTRY IS HIGHLY COMPETITIVE AND INCLUDES MANY LARGE NATIONAL AND
INTERNATIONAL RESOURCE COMPANIES. THERE IS NO ASSURANCE THAT WE WILL BE ABLE TO
EFFECTIVELY COMPETE IN THIS INDUSTRY AND OUR FAILURE TO COMPETE EFFECTIVELY
COULD CAUSE OUR BUSINESS TO FAIL OR COULD REDUCE OUR REVENUE AND MARGINS AND
PREVENT US FROM ACHIEVING PROFITABILITY.

In the event we are able to produce coal, we will be in competition for sale of
our coal with numerous large producers and hundreds of small producers who
operate globally. The markets in which we may seek to sell our coal are highly
competitive and are affected by factors beyond our control. There is no
assurance of demand for any coal we are able to produce, and the prices that we
may be able to obtain will depend primarily on global coal consumption patterns,
which in turn are affected by the demand for electricity, coal transportation
costs, environmental and other governmental regulations and orders,
technological developments and the availability and price of competing
alternative energy sources such as oil, natural gas, nuclear energy and
hydroelectric energy. In addition, during the mid-1970s and early 1980s, a
growing coal market and increased demand for coal attracted new investors to the
coal industry and spurred the development of new mines and added production
capacity throughout the industry. Although demand for coal has grown over the
recent past, the industry has since been faced with overcapacity, which in turn
has increased competition and lowered prevailing coal prices. Moreover, because
of greater competition for electricity and increased pressure from customers and
regulators to lower electricity prices, public utilities are lowering fuel costs
and requiring competitive prices on their purchases of coal. Accordingly, there
is no assurance that we will be able to produce coal at competitive prices or
that we will be able to sell any coal we produce for a profit. Our inability to
compete effectively in the global market for coal would cause our business to
fail.

                                       9

OUR INABILITY TO DIVERSIFY OUR OPERATIONS MAY SUBJECT US TO ECONOMIC
FLUCTUATIONS WITHIN OUR INDUSTRY.

Our limited financial resources reduce the likelihood that we will be able to
diversify our operations. Our probable inability to diversify our activities
into more than one business area will subject us to economic fluctuations within
the coal industry and therefore increase the risks associated with our
operations.

THE INTERNATIONAL COAL INDUSTRY IS HIGHLY CYCLICAL, WHICH WILL SUBJECT US TO
FLUCTUATIONS IN PRICES FOR ANY COAL WE PRODUCE.

In the event we are able to produce coal, we will be exposed to swings in the
demand for coal, which will have an impact on the prices for our coal. The
demand for coal products and, thus, the financial condition and results of
operations of companies in the coal industry, including us, are generally
affected by macroeconomic fluctuations in the world economy and the domestic and
international demand for energy. In recent years, the price of coal has been at
historically high levels, but these price levels may not continue. Any material
decrease in demand for coal could have a material adverse effect on our
operations and profitability.

THE PRICE OF COAL IS DRIVEN BY THE GLOBAL MARKET. IT IS AFFECTED BY CHANGING
REQUIREMENTS OF CUSTOMERS BASED ON THEIR NEEDS AND THE PRICE OF ALTERNATIVE
SOURCES OF ENERGY SUCH AS NATURAL GAS AND OIL.

In the event that we are able to begin producing coal, our success will depend
upon maintaining a consistent margin on our coal sales to pay our costs of
mining and capital expenditures. We intend to seek to control our costs of
operations, but pressures by government policies and the price of substitutes
could drive the price of coal down to make it unprofitable for us. The price of
coal is controlled by the global market and we will be dependent on both
economic and government policies to maintain the price above our future cost
structure.

OPERATING A MINE HAS HAZARDOUS RISKS THAT CAN DELAY AND INCREASE THE COSTS OF
PRODUCTION.

Our mining operations, if any, will be subject to conditions that can impact the
safety of the workforce, or delay production and deliveries or increase the full
cost of mining. These conditions include fires and explosions from methane gas
or coal dust; accidental discharges; weather, flooding and natural disasters;
unexpected maintenance problems; key equipment failures; variations in coal seam
thickness; variations in the amount of rock and soil overlying the coal deposit;
variations in rock and other natural materials and variations in geologic
conditions. Despite our efforts, once operational, significant mine accidents
could occur and have a substantial impact.

OUR PLANNED MINING OPERATIONS ARE INHERENTLY SUBJECT TO CONDITIONS THAT COULD
AFFECT LEVELS OF PRODUCTION AND PRODUCTION COSTS AT PARTICULAR MINES FOR VARYING
LENGTHS OF TIME AND COULD REDUCE OUR PROFITABILITY.

Our planned coal mining operations are subject to conditions or events beyond
our control that could disrupt operations, affect production and increase the
cost of mining for varying lengths of time and negatively affect our
profitability. These conditions or events include, (i) unplanned equipment
failures, which could interrupt production and require us to expend significant
sums to repair our capital equipment that we would use to remove the soil that
overlies coal deposits; (ii) geological conditions, such as variations in the
quality of the coal produced from a particular seam, variations in the thickness
of coal seams and variations in the amounts of rock and other natural materials
that overlie the coal that we are mining; (iii) unexpected delays and
difficulties in acquiring, maintaining or renewing necessary permits or mining
or surface rights; (iv) unavailability of mining equipment and supplies and
increases in the price of mining equipment and supplies; (v) shortage of
qualified labor and a significant rise in labor costs; (vi) fluctuations in the
cost of industrial supplies, including steel-based supplies, natural gas, diesel
fuel and oil; (vii) unexpected or accidental surface subsidence from underground
mining; (viii) accidental mine water discharges, fires, explosions or similar
mining accidents; (ix) regulatory issues involving the plugging of and mining
through oil and gas wells that penetrate the coal seams we mine; and (x) adverse
weather conditions and natural disasters, such as heavy rains and flooding. If
any of these conditions or events occur in the future at any of our mining
properties, our cost of mining and any delay or halt of production either
permanently or for varying lengths of time could adversely affect our operating
results.

                                       10

DEFECTS IN TITLE OR LOSS OF ANY LEASEHOLD INTERESTS IN OUR PROPERTIES COULD
LIMIT OUR ABILITY TO MINE THESE PROPERTIES OR RESULT IN SIGNIFICANT
UNANTICIPATED COSTS.

We plan to conduct some of our mining operations on properties that we lease. A
title defect or the loss of any lease could adversely affect our ability to mine
any associated reserves. Because title to most of our leased properties and
mineral rights is not usually verified until we make a commitment to develop a
property, which may not occur until after we have obtained necessary permits and
completed exploration of the property, our right to mine some of our reserves
may, in the future, be adversely affected if defects in title or boundaries
exist. In order to obtain leases or mining contracts to conduct our mining
operations on property where these defects exist, we may in the future have to
incur unanticipated costs. In addition, we may not be able to successfully
negotiate new leases or mining contracts for properties containing additional
reserves or maintain our leasehold interests in properties where we have not
commenced mining operations during the term of the lease.

THE COAL INDUSTRY COULD HAVE OVERCAPACITY WHICH WOULD AFFECT THE PRICE OF COAL
AND IN TURN, WOULD IMPACT OUR ABILITY TO REALIZE A PROFIT FROM FUTURE COAL
SALES.

Current prices of alternative fuels such as oil are at high levels, spurring
demand and investment in coal. This can lead to over investment and over
capacity in the sector, dropping the price of coal to unprofitable levels. Such
an occurrence would adversely affect our ability to commence mining operations
or to realize a profit from any future coal sales we may seek to make.

ENVIRONMENTAL PRESSURES COULD INCREASE AND ACCELERATE REQUIREMENTS FOR CLEANER
COAL OR COAL PROCESSING.

Environmental pressures could drive potential purchasers of coal to either push
the price of coal down in order to compete in the energy market or move to
alternative energy supplies therefore reducing demand for coal. Requirements to
have cleaner mining operations could lead to higher costs for us which could
hamper our ability to make future sales at a profitable level. Coal plants emit
carbon dioxide, sulfur and nitrate particles to the air. Various countries have
imposed cleaner air legislations in order to minimize those emissions. Some
technologies are available to do so, but also increase the price of energy
derived by coal. Such an increase will drive customers to make a choice on
whether or not to use coal as their driver for energy production.

EXPLORATION AND EXPLOITATION ACTIVITIES ARE SUBJECT TO COMPREHENSIVE REGULATION
WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
ANTICIPATED CAUSING AN ADVERSE EFFECT ON OUR COMPANY.

Exploration and exploitation activities are subject to federal, state, and local
laws, regulations, and policies, including laws regulating the removal of
natural resources from the ground and the discharge of materials into the
environment. Exploration and exploitation activities are also subject to
federal, state, and local laws and regulations which seek to maintain health and
safety standards by regulating the design and use of drilling methods and
equipment.

Various permits from government bodies are required for drilling operations to
be conducted, and no assurance can be given that such permits will be received.
Environmental and other legal standards imposed by federal, state, or local
authorities may be changed and any such changes may prevent us from conducting
planned activities or increase our costs of doing so, which would have material
adverse effects on our business. Moreover, compliance with such laws may cause
substantial delays or require capital outlays in excess of those anticipated,
thus causing an adverse effect on us. Additionally, we may be subject to
liability for pollution or other environmental damages which we may not be able
to or elect not to insure against due to prohibitive premium costs and other
reasons. Any laws, regulations, or policies of any government body or regulatory
agency may be changed, applied, or interpreted in a manner which will alter and
negatively affect our ability to carry on our business.

SEVERE WEATHER OR VIOLENT STORMS COULD MATERIALLY AFFECT OUR OPERATIONS DUE TO
DAMAGE OR DELAYS CAUSED BY SUCH WEATHER.

Our exploration activities are subject to normal seasonal weather conditions
that often hamper and may temporarily prevent exploration activities. There is a
risk that unexpectedly harsh weather or violent storms could affect areas where

                                       11

we conduct exploration activities. Delays or damage caused by severe weather
could materially affect our operations or our financial position.

RISKS ASSOCIATED WITH OUR COMPANY

BECAUSE WE MAY NEVER EARN REVENUES FROM OUR OPERATIONS, OUR BUSINESS MAY FAIL
AND THEN INVESTORS MAY LOSE ALL OF THEIR INVESTMENT IN OUR COMPANY.

We have no history of revenues from operations. We have never had significant
operations and have no significant assets. We have yet to generate positive
earnings and there can be no assurance that we will ever operate profitably. Our
company has a limited operating history. If our business plan is not successful
and we are not able to operate profitably, then our stock may become worthless
and investors may lose all of their investment in our company.

We expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate significant revenues from our properties, we
will not be able to earn profits or continue operations. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and we can provide no assurance that we will generate any revenues
or ever achieve profitability. If we are unsuccessful in addressing these risks,
our business will fail and investors may lose all of their investment in our
company.

WE HAVE A HISTORY OF LOSSES AND HAVE NEGATIVE CASH FLOWS FROM OPERATIONS, WHICH
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have not generated any revenues since our incorporation and we will continue
to incur operating expenses without revenues until we are in commercial
deployment. To date we have had negative cash flows from operations and we have
been dependent on sales of our equity securities and debt financing to meet our
cash requirements and have incurred net losses from inception to September 30,
2012 of $1,292,435. Our net cash used in operations for the year ended September
30, 2012 was $204,757. As of September 30, 2012, we had a working capital of
$374,783. We do not expect positive cash flow from operations in the near term.
There is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that
drilling and completion costs increase beyond our expectations; or we encounter
greater costs associated with general and administrative expenses or offering
costs. The occurrence of any of the aforementioned events could adversely affect
our ability to meet our business plans. We cannot provide assurances that we
will be able to successfully execute our business plan. These circumstances
raise substantial doubt about our ability to continue as a going concern. If we
are unable to continue as a going concern, investors will likely lose all of
their investments in our company.

There is no assurance that we will operate profitably or will generate positive
cash flow in the future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within our control,
such as the unpredictability of when customers will purchase our services, the
size of customers' purchases, the demand for our services, and the level of
competition and general economic conditions. If we cannot generate positive cash
flows in the future, or raise sufficient financing to continue our normal
operations, then we may be forced to scale down or even close our operations.

IF WE DO NOT OBTAIN FINANCING WHEN NEEDED, OUR BUSINESS WILL FAIL.

As of September 30, 2012, we had approximately $11,365 in cash and cash
equivalents in our accounts. We estimate that we will need approximately US
$750,000 in working capital to fund capital and operational costs with respect
to our planned exploration phase. We do not have any arrangements for additional
financing and we may not be able to obtain financing when required. Obtaining
additional financing would be subject to a number of factors, including the
market prices for our products, production costs, the availability of credit,
prevailing interest rates and the market price for our common stock.

We will depend almost exclusively on outside capital to pay for the continued
exploration and development of our properties. Such outside capital may include
the sale of additional stock and/or commercial borrowing. There is no guarantee

                                       12

that sufficient capital will continue to be available to meet these continuing
development costs or that it will be on terms acceptable to us. The issuance of
additional equity securities by us would result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed
acceptable to us, we may be unable to continue our business and as a result may
be required to scale back or cease operations for our business, the result of
which would be that our stockholders would lose some or all of their investment.

AS WE FACE INTENSE COMPETITION IN THE COAL EXPLORATION INDUSTRY, WE WILL HAVE TO
COMPETE WITH OUR COMPETITORS FOR FINANCING AND FOR QUALIFIED MANAGERIAL AND
TECHNICAL EMPLOYEES.

Our properties are in Wyoming and our competition there includes large,
established coal companies with substantial capabilities and with greater
financial and technical resources than we have. As a result of this competition,
we may have to compete for financing and be unable to acquire financing on terms
we consider acceptable. We may also have to compete with the other energy
companies in the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for financing or qualified
employees, our exploration programs may be slowed down or suspended, which may
cause us to cease operations as a company.

THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND
EMPLOYEES UNDER NEVADA LAW AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR
DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR
COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND
EMPLOYEES.

Our Articles of Incorporation contain a provision permitting us to eliminate the
personal liability of our directors to our company and shareholders for damages
for breach of fiduciary duty as a director or officer to the extent provided by
Nevada law. The foregoing indemnification obligations could result in us
incurring substantial expenditures to cover the cost of settlement or damage
awards against directors and officers, which we may be unable to recoup.

These provisions and resultant costs may also discourage our company from
bringing a lawsuit against directors and officers for breaches of their
fiduciary duties, and may similarly discourage the filing of derivative
litigation by our shareholders against our directors and officers even though
such actions, if successful, might otherwise benefit our company and
shareholders.

TO DATE, WE HAVE NOT PAID ANY CASH DIVIDENDS AND NO CASH DIVIDENDS WILL BE PAID
IN THE FORESEEABLE FUTURE.

We do not anticipate paying cash dividends on our common stock in the
foreseeable future and we may not have sufficient funds legally available to pay
dividends. Even if the funds are legally available for distribution, we may
nevertheless decide not to pay any dividends. We presently intend to retain all
earnings for our operations.

RISKS RELATING TO OUR SECURITIES AND OUR STATUS AS A PUBLIC COMPANY

WE WILL CONTINUE TO INCUR SIGNIFICANT COSTS AS A RESULT OF OPERATING AS A PUBLIC
COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO NEW
COMPLIANCE REQUIREMENTS.

As a public company we incur significant legal, accounting and other expenses
under the Sarbanes-Oxley Act of 2002, together with rules implemented by the
Securities and Exchange Commission and applicable market regulators. These rules
impose various requirements on public companies, including requiring certain
corporate governance practices. Our management and other personnel will need to
devote a substantial amount of time to these new compliance requirements.
Moreover, these rules and regulations will increase our legal and financial
compliance costs and will make some activities more time-consuming and costly.

In addition, the Sarbanes-Oxley Act requires, among other things, that we
maintain effective internal controls for financial reporting and disclosure
controls and procedures. In particular, we must perform system and process
evaluations and testing of our internal controls over financial reporting to
allow management and our independent registered public accounting firm to report

                                       13

on the effectiveness of our internal controls over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the
subsequent testing by our independent registered public accounting firm, may
reveal deficiencies in our internal controls over financial reporting that are
deemed to be material weaknesses. Compliance with Section 404 may require that
we incur substantial accounting expenses and expend significant management
efforts. If we are not able to comply with the requirements of Section 404 in a
timely manner, or if our accountants later identify deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses, the
market price of our stock could decline and we could be subject to sanctions or
investigations by the SEC or other applicable regulatory authorities.

A LIMITED PUBLIC TRADING MARKET EXISTS FOR OUR COMMON STOCK, WHICH MAKES IT MORE
DIFFICULT FOR OUR STOCKHOLDERS TO SELL THEIR COMMON STOCK IN THE PUBLIC MARKETS.

Our common stock is quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority ("FINRA"). Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices, due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the NYSE. The number of
persons interested in purchasing our common stock at or near bid prices at any
given time may be relatively small or non-existent. This situation is
attributable to a number of factors, including the fact that we are a small
company which is still relatively unknown to stock analysts, stock brokers,
institutional investors, and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our stock
until such time as we became more viable. Additionally, many brokerage firms may
not be willing to effect transactions in the securities. As a consequence, there
may be periods of several days or more when trading activity in our stock is
minimal or non-existent, as compared to a seasoned issuer which has a large and
steady volume of trading activity that will generally support continuous sales
without an adverse effect on share price. We cannot give you any assurance that
a broader or more active public trading market for our common stock will develop
or be sustained, or that trading levels will be sustained.

Shareholders should be aware that, according to SEC Release No. 34-29093, the
market for "penny stocks" has suffered in recent years from patterns of fraud
and abuse. Such patterns include (1) control of the market for the security by
one or a few broker-dealers that are often related to the promoter or issuer;
(2) manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. Our management is aware of the abuses that have
occurred historically in the penny stock market. Although we do not expect to be
in a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the future volatility of our share price.

OUR STOCK IS CATEGORIZED AS A PENNY STOCK. TRADING OF OUR STOCK MAY BE
RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A SHAREHOLDER'S
ABILITY TO BUY AND SELL OUR STOCK.

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which
generally defines "penny stock" to be any equity security that has a market
price (as defined) less than US$ 5.00 per share or an exercise price of less
than US$ 5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and accredited investors. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide

                                       14

the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission,, FINRA has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 2. PROPERTIES

We do not own any real property. Our principal business offices are located at
is 99 18th Street, Suite 3000, Denver Co. 80202. We currently lease our space at
an annual cost of $828. We believe that our current lease arrangements provide
adequate space for our foreseeable future needs.

OWSLEY COUNTY COAL PROPERTY

On February 1, 2012, the Company entered into a letter of intent for the
acquisition of private mineral leasehold rights to certain coal mining property
in Owsley County, Kentucky with AMS Development LLC. and Colt Resources, Inc.
(the "Owsley Agreement" ).

The Owsley property covers approximately 1,000 acres and has 3,600,000 tons of
coal recoverable by surface and high wall (auger) methods. There are underground
reserves in place which are not being considered for production at this time.

The Owsley project has a permit completed and technically approved by the
Kentucky Department of Natural Resources for the first 80 acre phase. The permit
can be placed on active status and mining initiated by posting a $175,000
reclamation bond. The Company believes mining can be commenced within 90 days of
breaking ground.

As part of the Owsley Agreement, the Company has agreed to enter into a purchase
agreement with AMS Development LLC & Colt Resources, Inc., pursuant to which AMS
& Colt would receive a minimum royalty of 5 dollars per ton or 10% of gross
sales price per ton, whichever is greater. The agreement provides for the
purchase of the 1,000 acres of surface property at $600,000, as well as surface
mineable coal, (3.6 million tons at $.75/ton), underground coal rights (2.2
million tons at $.20/ton) and the discharge of a first mortgage due to a former
owner of $150,000 for a total purchase price of $3,890,000. The total purchase
price is payable through a combination of cash, a promissory note and Liberty
Coal common shares.

                                       15

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against us, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our company.

ITEM 4. MINE SAFETY DISCLOSURES

None.

                                       16

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
        PURCHASES OF EQUITY SECURITIES

Our common stock is quoted on the OTC Bulletin Board under the symbol "LBTG".
The high and low bid prices of our common stock for the periods indicated below
are as follows:

        NATIONAL ASSOCIATION OF SECURITIES DEALERS OTC BULLETIN BOARD(1)

               Quarter Ended                   High        Low
               -------------                   ----        ---
               September 30, 2012             $0.06       $0.03
               June 30, 2012                  $0.12       $0.04
               March 31, 2012                 $0.14       $0.06
               December 31, 2011              $0.19       $0.02
               September 30, 2011             $0.22       $0.16
               June 30, 2011                  $0.75       $0.41
               March 31, 20111                $1.09       $0.749

----------
(1)  Over-the-counter market quotations reflect inter-dealer prices without
     retail mark-up, mark-down or commission, and may not represent actual
     transactions.

Our common shares are issued in registered form. Securities Transfer
Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034 (Telephone:
(469) 633-0101; Facsimile: (469) 633-0088) is the registrar and transfer agent
for our common shares

On January 5, 2013, the list of stockholders for our shares of common stock
showed 24 registered stockholders and [316,287,667] shares of common stock
outstanding.

DIVIDENDS

We have not declared any dividends on our common stock since the inception of
our company on August 31, 2007. There is no restriction in our Articles of
Incorporation and Bylaws that will limit our ability to pay dividends on our
common stock. However, we do not anticipate declaring and paying dividends to
our shareholders in the near future.

EQUITY COMPENSATION PLAN INFORMATION

We do not have any Equity Compensation Plans that authorize the issuance of
securities.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during
the year ended September 30, 2012.

RECENT SALES OF UNREGISTERED SECURITIES

We have entered into a financing agreement which has been disclosed in a Form
8-K.

                                       17

In this transaction we have issued 237,732,600 shares to an escrow account in
return for an escrowed deposit of $9,196,500. The transaction also included
250,095,420 warrants which expire in 6 years at an average price of $0.07.

ITEM 6. SELECTED FINANCIAL DATA

As a "smaller reporting company", we are not required to provide the information
required by this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion should be read in conjunction with our audited
financial statements and the related notes for the years ended September 30,
2012 and September 30, 2011 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to those discussed
below and elsewhere in this registration statement, particularly in the section
entitled "Risk Factors" beginning on page 9 of this annual report.

Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

BACKGROUND

We were incorporated on August 31, 2007 as "ESL Teachers Inc." under the laws of
the state of Nevada. Our original business plan was to develop and sell online
employment services specifically for both ESEL Teachers and ESL operations
seeking to hire teachers worldwide. On March 15, 2010, we changed our name to
Liberty Coal Energy Corp. to better represent the new business director of our
company to that of a precious metal mineral exploration, development and
production company.

CURRENT BUSINESS

Our primary business focus is to acquire, explore and develop coal properties in
North America. We are currently developing a property in Owsley County Kentucky.

The Owsley property covers approximately 1,000 acres and has 3,600,000 tons of
coal recoverable by surface and high wall (auger) methods. There are underground
reserves in place which are not being considered for production at this time.

The Owsley project has a permit completed and technically approved by the
Kentucky Department of Natural Resources for the first 80 acre phase. The permit
can be placed on active status and mining initiated by posting a $175,000
reclamation bond. The Company believes mining can be commenced within 90 days of
breaking ground.

We are an exploration stage company with limited operations and no revenues from
our business activities.

The following is a discussion and analysis of our results of operation for the
fiscal year ended September 30, 2012, and the factors that could affect our
future financial condition and results of operation.

PLAN OF OPERATION

During the next twelve month period, we intend to focus our efforts on our
Owsley Property. Our company does and will continue to seek other viable coal
opportunities in the geographic area of interest.

Not accounting for our working capital of $374,783 and $13,500 monthly operating
budget, we require approximately $750,000 at a minimum to proceed with our plan
of operation over the next twelve months, exclusive of any acquisition or
exploration costs. As we do not have the funds necessary to cover our projected
operating expenses for the next twelve month period, we will be required to
raise additional funds through the issuance of equity securities, through loans

                                       18

or through debt financing. There can be no assurance that we will be successful
in raising the required capital or that actual cash requirements will not exceed
our estimates. We intend to fulfill any additional cash requirement through the
sale of our equity securities.

If we are not able to obtain the additional financing on a timely basis, if and
when it is needed, we will be forced to scale down or perhaps even cease the
operation of our business.

CAPITAL EXPENDITURES

We are currently actively seeking to complete a project or even multiple
projects that is in production or very close to being in production. We will
seek additional financing once the projects are identified and initial
evaluations have been completed over the twelve months ending September 30,
2012.

GENERAL AND ADMINISTRATIVE EXPENSES

We expect to spend approximately $250,000 during the twelve-month period ending
September 30, 2013 on general and administrative expenses including legal and
auditing fees, rent, office equipment and other administrative related expenses.

PRODUCT RESEARCH AND DEVELOPMENT

We will need to determine what funds will be needed on research and development,
manufacturing and engineering pending what projects will be available over the
twelve months ending September 30, 2013.

PURCHASE OF SIGNIFICANT EQUIPMENT

We will need to determine what purchase of significant equipment may be
necessary over the twelve months ending September 30, 2013.

PERSONNEL PLAN

We do not expect any material changes in the number of employees over the next
12 month period (although we may enter into employment or consulting agreements
with our officers or directors). We do and will continue to outsource contract
employment as needed.

RESULTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011

The following summary of our results of operations should be read in conjunction
with our audited financial statements for the years ended September 30, 2012 and
2011.

Our operating results for the years ended September 30, 2012 and 2011 are
summarized as follows:

                                                     Year Ended September 30,
                                                     ------------------------
Revenue                                         $     Nil             $     Nil
Development costs                                  10,000                   Nil
General and Administrative                         27,351                28,894
Consulting                                        211,940                75,000
Impairment                                        400,570                   Nil
Investor Relations                                 17,830                25,581
Transfer Agent                                      7,068                   982
Legal and Accounting                               66,399                25,495
Amortization                                        1,689                 1,267
Interest Expense                                      140                 3,500
Stock Compensation                                200,000                   Nil
                                                ---------             ---------

Net Loss                                        $(942,987)            $(160,718)
                                                =========             =========

                                       19

During the fiscal year ended September 30, 2012, many of our operating expenses
increased over our previous fiscal year. We started initial Development work at
the Owsley property, general and administrative expenses remained approximately
the same., Our consulting, legal and accounting, and transfer agent expenses
increased due to the higher level of activity of the company and preparing for
evaluation of the projects that we have acquired and looking to acquire and in
conjunction with the financing that we had entered into. The Impairment cost was
incurred due to the shift to the new project. Our amortization costs only
increased slightly due to the website. Interest expense decreased as we had no
debt for a majority of the year. Finally the company granted one of its officers
a stock compensation package.

REVENUES

We have not earned any revenues since our inception.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2012, our total current assets were $501,815 and our total
current liabilities were $127,032 and we had a working capital of $374,783. Our
financial statements report a net loss of $942,987 for the year ended September
30, 2012, and a net loss of $1,292,435 for the period from August 31, 2007 (date
of inception) to September 30, 2012.

We have suffered recurring losses from operations. The continuation of our
company is dependent upon our company attaining and maintaining profitable
operations and raising additional capital as needed. In this regard we have
raised additional capital through equity offerings and loan transactions.

CASH FLOWS
                                                      At                At
                                                 September 30,     September 30,
                                                     2012              2011
                                                  ----------        ----------
Net Cash (Used in) Operating Activities           $ (204,757)       $ (169,998)
Net Cash (Used In) Investing Activities           $ (162,585)       $  (47,985)
Net Cash Provided by Financing Activities         $   37,500        $  500,000
CASH INCREASE(DECREASE) DURING THE YEAR           $ (329,842)       $  282,017

Our net cash used in operating activities has increased by $34,759 over the year
ended September 30, 2011. This increase is primarily due to increased corporate
activity and the expenses in and around the financing. Conversely, our net cash
used in investing activities has increased from $47,985o $162,585. This increase
is primarily due to additional acquisition of mineral properties in the latest
fiscal year. Cash provided by financing activities decreased as no new cash was
received from the sale of stock in 2012.

We had cash in the amount of $11,365 as of September 30, 2012 as compared to
cash in the amount of $341,207 as of September 30, 2011. We had working capital
of $374,783 as of September 30, 2012 compared to working capital of $338,455 as
of September 30, 2011. These differences can be attributed to the issuance of
stock for prepaid consulting.

Our principal sources of funds have been from the sale of stock in the prior
year and the issuance of a Convertible Debenture in 2012. On September 19, 2012,
pursuant to a Convertible Debenture, we received $37,500 which will be due on
June 19, 2013 and becomes convertible 180 days from issuance and converts at a
discount.

As we do not yet have an established source of revenue, we anticipate that
additional funding will be required in the form of equity or debt financing.
There are no assurances that we will be successful in raising any funds in the
future or even if we are successful, upon terms that are satisfactory or
reasonable to us. Any failure to raise such funds or on favorable terms may have
a material adverse effect on our company and business.

                                       20

CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

GOING CONCERN

The audited financial statements included with this annual report have been
prepared on the going concern basis which assumes that adequate sources of
financing will be obtained as required and that our assets will be realized and
liabilities settled in the ordinary course of business. Accordingly, the
consolidated audited financial statements do not include any adjustments related
to the recoverability of assets and classification of assets and liabilities
that might be necessary should we be unable to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our audited financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles used in the United
States. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our
financials.

MANAGEMENT CERTIFICATION
The financial statements herein are certified by our officers to present fairly,
in all material respects, the financial position, results of operations and cash
flows for the periods presented in conformity with accounting principles
generally accepted in the United States of America, consistently applied.

CASH AND CASH EQUIVALENTS
We consider all highly liquid investments with maturities of three months or
less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS
Our financial instruments consist of cash and amounts due to our stockholders.

The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements. It is
management's opinion that we are not exposed to significant interest, currency
or credit risks arising from its other financial instruments and that their fair
values approximate their carrying values except where separately disclosed.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.

MINERAL PROPERTIES
Costs of exploration, carrying and retaining unproven mineral lease properties
are expensed as incurred. Mineral property acquisition costs are capitalized
including licenses and lease payments. Although we have taken steps to verify

                                       21

title to mineral properties in which it has an interest, these procedures do not
guarantee our title. Such properties may be subject to prior agreements or
transfers and title may be affected by undetected defects.

Impairment losses are recorded on mineral properties used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.

LOSS PER SHARE
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.

DIVIDENDS
We have not adopted any policy regarding payment of dividends. No dividends have
been paid during the period shown.

INCOME TAXES
We provide for income taxes using an asset and liability approach. Deferred tax
assets are reduced by a valuation allowance if, based on the weight of available
evidence, it is more likely than not that some or all of the deferred tax assets
will not be realized. No provision for income taxes is included in the statement
due to its immaterial amount, net of the allowance account, based on the
likelihood of us utilizing the loss carry-forward. See Note 7.

NET LOSS PER COMMON SHARE
Net loss per common share is computed based on the weighted average number of
common shares outstanding and common stock equivalents, if not anti-dilutive. We
have not issued any potentially dilutive common shares.

NEW ACCOUNTING PRONOUNCEMENTS

VARIABLE INTEREST ENTITIES
In June 2009, the FASB issued changes to require an enterprise to perform an
analysis to determine whether the enterprise's variable interest or interests
give it a controlling financial interest in a variable interest entity; to
require ongoing reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity; to eliminate the quantitative
approach previously required for determining the primary beneficiary of a
variable interest entity; to add an additional reconsideration event for
determining whether an entity is a variable interest entity when any changes in
facts and circumstances occur such that holders of the equity investment at
risk, as a group, lose the power from voting rights or similar rights of those
investments to direct the activities of the entity that most significantly
impact the entity's economic performance; and to require enhanced disclosures
that will provide users of financial statements with more transparent
information about an enterprise's involvement in a variable interest entity. The
guidance became effective for us on February 1, 2010. The adoption of the
guidance did not have an impact on our consolidated financial statements.

BUSINESS COMBINATIONS
We adopted the changes issued by the FASB that requires the acquiring entity in
a business combination to recognize all (and only) the assets acquired and
liabilities assumed in the transaction; establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose additional information needed to
evaluate and understand the nature and financial effect of the business
combination.

We also adopted the changes issued by the FASB which requires assets and
liabilities assumed in a business combination that arise from contingencies be
recognized on the acquisition date at fair value if it is more likely than not
that they meet the definition of an asset or liability; and requires that
contingent consideration arrangements of the target assumed by the acquirer be
initially measured at fair value.

The guidance is effective for our acquisitions occurring on or after February 1,
2009. We applied these new provisions to two acquisitions that occurred during
the year, Rock Coast Media, Inc. and Pixel Bridge, Inc. These acquisitions are
more fully disclosed in Note 5 in our Consolidated Financial Statements.

                                       22

NON-CONTROLLING INTERESTS
In December 2007, the FASB issued changes to establish accounting and reporting
standards for all entities that prepare consolidated financial statements that
have outstanding non-controlling interests, sometimes called minority interest.
These standards require that ownership interests in subsidiaries held by outside
parties be clearly identified, labeled and presented in equity separate from the
parent's equity; the amount of net income attributable to the parent and the
non-controlling interest be separately presented on the consolidated statement
of income; accounting standards applied to changes in a parent's interest be
consistently applied; fair value measurement upon deconsolidation of a
non-controlling interest be used; and the interests of the non-controlling
owners be already identified and distinguished. The adoption of this guidance
had no impact on our consolidated financial statements.

INTANGIBLE ASSETS
In April 2008, the FASB adopted changes to require companies estimating the
useful life of a recognized intangible asset to consider their historical
experience in renewing or extending similar arrangements or, in the absence of
historical experience, to consider assumptions that market participants would
use about renewal or extension as adjusted for entity-specific factors. The
guidance is effective for fiscal years beginning after December 15, 2008 and is
to be applied prospectively to intangible assets whether acquired before or
after the effective date. We adopted the guidance on February 1, 2009. The
adoption had no impact on our consolidated financial statements.

REVENUE RECOGNITION
In September 2009, the FASB issued new revenue recognition guidance on multiple
deliverable arrangements. It updates the existing multiple-element revenue
arrangements guidance currently included under the Accounting Standards
Codification ("ASC") 605-25. The revised guidance primarily provides two
significant changes: 1) eliminates the need for objective and reliable evidence
of the fair value for the undelivered element in order for a delivered item to
be treated as a separate unit of accounting, and 2) requires the use of the
relative selling price method to allocate the entire arrangement consideration.
In addition, the guidance also expands the disclosure requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after fiscal 2011, with early adoption permitted provided that
the revised guidance is retroactively applied to the beginning of the year of
adoption. Management is currently evaluating the impact of adopting this
guidance on our consolidated financial statements.

RECLASSIFICATIONS
Certain balances in the prior years have been reclassified to conform to the
current year presentation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company", we are not required to provide the information
required by this Item.

                                       23

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements are stated in United States dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.

The following audited financial statements are filed as part of this annual
report:

     Independent Auditor's Report, dated January 13, 2013.

     Balance Sheet as at September 30, 2012 and,2011.

     Audited Statements of Operations for the year ended September 30, 2012,
     2011, and Cumulative amounts from date of Inception on August 27, 2007
     through September 30, 2012

     Statements of Changes in Stockholders' Equity from the Inception date on
     August 27, 2007 through September 30, 2012.

     Statements of Cash Flows for the year ended September 30, 2012, 2011, and
     Cumulative amounts from date of Inception on August 27, 2007 through
     September 30, 2012

     Notes to the Financial Statements.

                                       24

Silberstein Ungar, PLLC CPAs and Business Advisors
                                                            Phone (248) 203-0080
                                                              Fax (248) 281-0940
                                                30600 Telegraph Road, Suite 2175
                                                    Bingham Farms, MI 48025-4586
                                                                  www.sucpas.com

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Liberty Coal Energy Corp.
Reno, Nevada

We have audited the accompanying  balance sheets of Liberty Coal Energy Corp. as
of  September  30, 2012 and 2011,  and the  related  statements  of  operations,
stockholders'  equity,  and cash  flows for the years  then ended and the period
from August 31, 2007 (date of inception) to September 30, 2012.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are  free  of  material  misstatement.  The  Company  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its internal  control over  financial  reporting.  Our audits  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for the purpose of expressing an opinion on the  effectiveness  of the Company's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion.  An audit includes examining on a test basis,  evidence  supporting the
amounts and  disclosures  in the  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Liberty Coal Energy Corp. as of
September 30, 2012 and 2011,  and the results of its  operations  and cash flows
for the  periods  then  ended and the  period  from  August  31,  2007  (date of
inception)  to September  30, 2012, in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
financial  statements,  the  Company has limited  working  capital,  has not yet
received  revenue  from sales of its  products,  and has  incurred  losses  from
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters are
described in Note 9. The  accompanying  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Silberstein Ungar, PLLC
--------------------------------------
Silberstein Ungar, PLLC
Bingham Farms, Michigan
January 13, 2013

                                       25

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                                 Balance Sheets



                                                                            As of                  As of
                                                                         September 30,          September 30,
                                                                             2012                   2011
                                                                         ------------           ------------
                                                                                          
                                     ASSETS

ASSETS
  Cash                                                                   $     11,365           $    341,207
  Prepaid expenses                                                            490,450                 15,784
                                                                         ------------           ------------
      TOTAL CURRENT ASSETS                                                    501,815                356,991
                                                                         ------------           ------------
Website, net of amortization                                                      422                  2,111
Mineral properties                                                            160,000                397,985
                                                                         ------------           ------------
      TOTAL OTHER ASSETS                                                      160,422                400,096
                                                                         ------------           ------------

      TOTAL ASSETS                                                       $    662,237           $    757,087
                                                                         ============           ============

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                               $     82,028           $     11,032
  Accounts payable related parties                                              7,504                  7,504
  Convertible note payable                                                     37,500                     --
                                                                         ------------           ------------
      TOTAL CURRENT LIAILITIES                                                127,032                 18,536
                                                                         ------------           ------------
      TOTAL LIABILITIES                                                       127,032                 18,536
                                                                         ------------           ------------
STOCKHOLDERS' EQUITY
  Common stock,  $0.001 par value, 1,500,000,000 shares
   authorized; 316,287,267 and 58,566,667 shares issued and
   outstanding as of  September 31, 2012 and 2011, respectively               316,288                 58,567
  Additional paid-in capital                                                6,317,650                692,760
  Additional paid-in capital - warrants                                     4,390,203                336,673
  Stock subscription receivable                                            (9,196,500)                    --
  Accumulated deficit during the exploration sage                          (1,292,436)              (349,449)
                                                                         ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY                                              535,205                738,551
                                                                         ------------           ------------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                           $    662,237           $    757,087
                                                                         ============           ============



                 See Notes to Consolidatedp Financial Statements

                                       26

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                            Statements of Operations



                                                                                        Cumulative Amounts
                                                                                           From Date of
                                                                                         Incorporation on
                                                            For Year Ending              August 31, 2007 -
                                                  September 30,       September 30,        September 30,
                                                      2012                2011                 2012
                                                  ------------        ------------         ------------
                                                                                  
REVENUES                                          $         --        $         --         $         --
                                                  ------------        ------------         ------------
COSTS AND EXPENSES
  Development costs                                     10,000                  --               10,000
  General & administrative                              27,351              28,894               74,645
  Consulting services                                  211,940              75,000              346,939
  Stock-based compensation                             200,000                  --              200,000
  Impairment                                           400,570                  --              400,570
  Amortization                                           1,689               1,267                3,378
  Investor relations                                    17,830              25,581               65,527
  Transfer agent                                         7,068                 982               22,359
  Legal & accounting                                    66,399              25,495              165,377
                                                  ------------        ------------         ------------
TOTAL COSTS AND EXPENSES                               942,847             157,218            1,288,795
                                                  ------------        ------------         ------------
LOSS FROM OPERATIONS                                  (942,847)           (157,218)          (1,288,795)

OTHER INCOME & (EXPENSES)
  Interest expense                                        (140)             (3,500)              (3,640)
                                                  ------------        ------------         ------------
TOTAL OTHER INCOME & (EXPENSES)                           (140)             (3,500)              (3,640)
                                                  ------------        ------------         ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                (942,987)           (160,718)          (1,292,435)
PROVISION FOR INCOME TAXES                                  --                  --                   --
                                                  ------------        ------------         ------------

NET LOSS                                          $   (942,987)       $   (160,718)        $ (1,292,435)
                                                  ============        ============         ============

BASIC  AND DILUTED LOSS PER COMMON SHARE          $      (0.01)       $      (0.00)
                                                  ============        ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
 OUTSTANDING                                        86,978,539          58,181,279
                                                  ============        ============



                 See Notes to Consolidated Financial Statements

                                       27

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
     For the period from August 31, 2007 (Inception) to September 30, 2012



                                                                                                          Deficit
                                                                            Additional                   Accumulated
                                       Common Stock           Additional     Paid-in         Stock       During the
                                       ------------            Paid in       Capital -    Subscription   Exploration
                                   Shares         Amount       Capital       Warrants      Receivable       Stage        Total
                                   ------         ------       -------       --------      ----------       -----        -----
                                                                                                   
Inception, August 31, 2007                --     $     --     $       --     $       --   $        --   $        --   $      --

Initial sale of common stock      45,000,000       45,000        (30,000)            --            --            --      15,000
Net loss for the period ended
 September 30, 2007                       --           --             --             --            --        (4,158)     (4,158)
                                 -----------     --------     ----------     ----------   -----------   -----------   ---------
BALANCE, SEPTEMBER 30, 2007       45,000,000       45,000        (30,000)            --            --        (4,158)     10,842

Private placement on
 May 31, 2008 at $0.05
 per share                        28,800,000       28,800         19,200             --            --            --      48,000
Net loss for the year ended
 September 30, 2008                       --           --             --             --            --       (31,673)    (31,673)
                                 -----------     --------     ----------     ----------   -----------   -----------   ---------
BALANCE, SEPTEMBER 30, 2008       73,800,000       73,800        (10,800)            --            --       (35,831)     27,169

Net loss for the year ended
 September 30, 2009                       --           --             --             --            --       (22,552)    (22,552)
                                 -----------     --------     ----------     ----------   -----------   -----------   ---------
BALANCE, SEPTEMBER 30, 2009       73,800,000       73,800        (10,800)            --            --       (58,383)      4,617

Private placement on
 Feb. 1, 2010 at $0.25
 per share                         1,000,000        1,000        157,343         91,657            --            --     250,000
Stock issued with respect
 to property acquisition             100,000          100         24,900             --            --            --      25,000
Private placement on
 Feb. 11, 2010 at $0.25
 per share                         1,000,000        1,000        157,343         91,657            --            --     250,000
Cancellation of stock            (18,000,000)     (18,000)            --             --            --            --     (18,000)
Net loss for the year ended
 September 30, 2010                       --           --             --             --            --      (130,348)   (130,348)
                                 -----------     --------     ----------     ----------   -----------   -----------   ---------
BALANCE, SEPTEMBER 30, 2010       57,900,000       57,900        346,786        183,314            --      (188,731)    399,269

Private placement
 April 30, 2011 at $0.75
 per share                           666,667          667        345,974        153,359            --            --     500,000
Net loss for the year ended
 September 30, 2011                       --           --             --             --            --      (160,718)   (160,718)
                                 -----------     --------     ----------     ----------   -----------   -----------   ---------
BALANCE, SEPTEMBER 30, 2011       58,566,667       58,567        692,760        336,673            --      (349,449)    738,551

Stock Compensation                 2,000,000        2,000        198,000             --            --            --     200,000
Common stock issued for
 services and prepaid expenses    17,988,000       17,988        521,652             --            --            --     539,640
Common stock and stock
 warrants issued for
 subscription receivable         237,732,600      237,733      4,905,237      4,053,530    (9,196,500)           --          --
Net loss for the year ended
 September 30, 2012                       --           --             --             --            --      (942,987)   (942,987)
                                 -----------     --------     ----------     ----------   -----------   -----------   ---------

BALANCE, SEPTEMBER 30, 2012      316,287,267     $316,288     $6,317,649     $4,390,203   $(9,196,500)  $(1,292,436)  $ 535,204
                                 ===========     ========     ==========     ==========   ===========   ===========   =========



                 See Notes to Consolidated Financial Statements

                                       28

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                            Statements of Cash Flows



                                                                                                         Cumulative Amounts
                                                                                                           From Date of
                                                                                                          Incorporation on
                                                              For the Year Ended   For the Year Ended     August 31, 2007 -
                                                                 September 30,        September 30,        September 30,
                                                                     2012                 2011                  2012
                                                                 ------------         ------------          ------------
                                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                        $   (942,987)        $   (160,718)         $ (1,292,436)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Amortization                                                       1,689                1,267                 3,378
     Stock Compensation                                               289,940              289,940
     Impairment                                                       400,570              400,570
  Changes in assets and liabilities:
     (Increase) in prepaid expenses                                   (24,966)             (10,493)              (40,750)
     Increase (decrease) in accounts payable and
      accrued liabilities                                              70,997               (1,650)               82,029
    Increase in related party payables                                     --                1,596                 7,504
                                                                 ------------         ------------          ------------
           NET CASH USED IN OPERATING ACTIVITIES                     (204,757)            (169,998)             (549,765)
                                                                 ------------         ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in website                                                    --               (3,800)
  Acquisition of mineral properties                                  (162,585)             (47,985)             (535,570)
                                                                 ------------         ------------          ------------
           NET CASH (USED IN) INVESTING ACTIVITIES                   (162,585)             (47,985)             (539,370)
                                                                 ------------         ------------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Stock issued for cash                                                    --              500,000             1,063,000
  Payments made on loans payable                                     (100,000)            (100,000)
  Proceeds from loans payable                                          37,500              100,000               137,500
                                                                 ------------         ------------          ------------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                   37,500              500,000             1,100,500
                                                                 ------------         ------------          ------------
NET INCREASE (DECREASE) IN CASH                                      (329,842)             282,017                11,365
CASH AT BEGINNING OF PERIOD                                           341,207               59,190                    --
                                                                 ------------         ------------          ------------

CASH AT END OF PERIOD                                            $     11,365         $    341,207          $     11,365
                                                                 ============         ============          ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Income taxes paid                                              $         --         $         --          $         --
                                                                 ============         ============          ============
  Interest paid                                                  $         --         $         --          $         --
                                                                 ============         ============          ============
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
  Reclassified long-term loan to short-term loan                 $         --         $         --          $    219,754
                                                                 ============         ============          ============
  Notes payable for settlement of notes                          $         --         $         --          $  2,183,000
                                                                 ============         ============          ============
  Preferred stock issuance for settlement of notes payable       $         --         $         --          $  3,104,139
                                                                 ============         ============          ============
  Common stock issued for services and prepaid expenses          $    539,640         $         --          $    539,640
                                                                 ============         ============          ============
  Stock issued for subscription receivable                       $  9,196,500         $         --          $  9,196,500
                                                                 ============         ============          ============



                 See Notes to Consolidated Financial Statements

                                       29

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 1 - NATURE OF OPERATIONS

Liberty Coal Energy  Corp.  (the  "Company")  was  incorporated  in the state of
Nevada on August 31, 2007 as "ESL Teachers,  Inc.", and was developing  business
activities  in teacher  recruiting.  The Company  changed its business  focus in
March,  2010  and  now  intends  to  enter  the  business  of  precious  mineral
exploration,  development,  and  production.  The Company has not yet  commenced
significant business operations and is considered to be in the exploration stage
(formerly in the development  stage).  We have enterd into a purchase  agreement
which we have not been  able to close  as of this  date.  The  company  has also
attempted to secure  financing  for its short and long term needs but has todate
not been able to realize any of its efforts.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Exploration  Stage  Company  The Company is an  Exploration  Stage  Company,  as
defined by Financial  Accounting  Standards Board ("FASB") Accounting  Standards
Codification  ("ASC") 915,  DEVELOPMENT STAGE ENTITIES.  The Company's principal
business is the acquisition and  exploration of mineral  resources.  The Company
has not presently  determined  whether its properties  contain mineral  reserves
that are economically recoverable.

Cash and Cash Equivalents
The Company  considers all highly liquid  investments  with  maturities of three
months or less to be cash equivalents.

Fair Value of Financial Instruments
The Company's  financial  instruments  consist of cash,  prepaid  expenses,  and
accounts payable and accrued liabilities.

The carrying amount of these financial  instruments  approximates fair value due
either to length of  maturity  or  interest  rates that  approximate  prevailing
market rates unless  otherwise  disclosed in these financial  statements.  It is
management's  opinion that the Company is not exposed to  significant  interest,
currency or credit risks arising from its other  financial  instruments and that
their fair values  approximate  their  carrying  values except where  separately
disclosed.

Use of Estimates
The preparation of financial  statements in conformity  with generally  accepted
accounting principles of the United States requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

Revenue Recognition
The Company will recognize revenue when products are fully delivered or services
have been provided and collection is reasonably assured.

Dividends
The  Company  has not  adopted any policy  regarding  payment of  dividends.  No
dividends have been paid during the period shown.

Stock-Based Compensation
As of September 30, 2012, the Company has not issued any stock-based payments to
its employees.  The Company uses the modified  prospective  method of accounting
for stock-based  compensation.  Under this transition method, stock compensation
expense includes  compensation  expense for all stock-based  compensation awards
granted on or after  January 1, 2006,  based on the  estimated  grant-date  fair
value.

Reclassifications
Certain  balances  in the prior years have been  reclassified  to conform to the
current year presentation.

                                       30

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Mineral Properties Costs
Mineral exploration and development costs are accounted for using the successful
efforts method of accounting.

Property  acquisition costs - Mineral property acquisition costs are capitalized
as mineral exploration properties.  Upon achievement of all conditions necessary
for reserves to be classified as proved,  the associated  acquisition  costs are
reclassified to prove properties

Exploration  costs - Geological and geophysical  costs and the costs of carrying
and retaining undeveloped properties are expensed as incurred.

Impairment of Mineral Properties
Unproved mineral properties are assessed at each reporting period for impairment
of value, and a loss is recognized at the time of the impairment by providing an
impairment allowance.  An asset would be impaired if the undiscounted cash flows
were less than its  carrying  value.  Impairments  are measured by the amount by
which the carrying  value  exceeds its fair value.  Because the Company uses the
successful efforts method, the Company assesses its properties  individually for
impairment,  instead of on an aggregate  pool of costs.  Impairment  of unproved
properties is based on the facts and circumstances surrounding each lease and is
recognized based on management's  evaluation.  Management's evaluation follows a
two-step process where (1)  recoverability of the carrying value of the asset is
reviewed to determine if there is sufficient  value  recoverable  to support the
capitalized value at the report date; and, (2) If assets fail the recoverability
test,  impairment  testing is  conducted,  including  the  evaluation of various
criteria such as: prior history of successful  operations;  production currently
in place  and/or  future  projected  cash  flows (if any);  reserve  reports  or
evaluations  from which  management can prepare  future cash flow analyses;  the
Company's ability to monetize the asset(s) under evaluation;  and,  Management's
intent regarding future development.

Net Loss Per Common Share
Net loss per common share is computed  based on the weighted  average  number of
common shares  outstanding and common stock  equivalents,  if not anti-dilutive.
The Company has not issued any potentially dilutive common shares.

Income Taxes
The Company  provides  for income taxes using an asset and  liability  approach.
Deferred tax assets are reduced by a valuation allowance if, based on the weight
of  available  evidence,  it is more  likely  than not  that  some or all of the
deferred  tax assets will not be  realized.  No  provision  for income  taxes is
included in the statement  due to its  immaterial  amount,  net of the allowance
account,   based  on  the   likelihood  of  the  Company  to  utilize  the  loss
carry-forward. See Note 7.

RECENTLY ADOPTED PRONOUNCEMENTS

Variable Interest Entities
In June 2009,  the FASB issued  changes to require an  enterprise  to perform an
analysis to determine  whether the enterprise's  variable  interest or interests
give it a  controlling  financial  interest in a variable  interest  entity;  to
require  ongoing   reassessments   of  whether  an  enterprise  is  the  primary
beneficiary  of a  variable  interest  entity;  to  eliminate  the  quantitative
approach  previously  required  for  determining  the primary  beneficiary  of a
variable  interest  entity;  to  add an  additional  reconsideration  event  for
determining  whether an entity is a variable interest entity when any changes in
facts and  circumstances  occur such that  holders of the equity  investment  at
risk, as a group,  lose the power from voting rights or similar  rights of those
investments  to direct  the  activities  of the entity  that most  significantly
impact the entity's economic  performance;  and to require enhanced  disclosures
that  will  provide  users  of  financial   statements  with  more   transparent
information about an enterprise's involvement in a variable interest entity. The
guidance  became  effective for the Company on February 1, 2010. The adoption of
the  guidance  did not have an impact on the  Company's  consolidated  financial
statements.

                                       31

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENTLY ADOPTED PRONOUNCEMENTS (CONTINUED)

Intangible Assets
In April 2008,  the FASB adopted  changes to require  companies  estimating  the
useful  life of a  recognized  intangible  asset to  consider  their  historical
experience in renewing or extending  similar  arrangements or, in the absence of
historical  experience,  to consider  assumptions that market participants would
use about  renewal or  extension as adjusted for  entity-specific  factors.  The
guidance is effective for fiscal years  beginning after December 15, 2008 and is
to be applied  prospectively  to intangible  assets whether  acquired  before or
after the effective  date. The Company adopted the guidance on February 1, 2009.
The adoption had no impact on the Company's consolidated financial statements.

Revenue Recognition
In September 2009, the FASB issued new revenue recognition  guidance on multiple
deliverable  arrangements.  It updates  the  existing  multiple-element  revenue
arrangements   guidance  currently  included  under  the  Accounting   Standards
Codification  ("ASC")  605-25.  The  revised  guidance  primarily  provides  two
significant  changes: 1) eliminates the need for objective and reliable evidence
of the fair value for the  undelivered  element in order for a delivered item to
be treated as a separate  unit of  accounting,  and 2)  requires  the use of the
relative selling price method to allocate the entire arrangement  consideration.
In addition,  the guidance also expands the disclosure  requirements for revenue
recognition. ASU 2009-13 will be effective for the first annual reporting period
beginning on or after fiscal 2011, with early adoption  permitted  provided that
the revised  guidance is  retroactively  applied to the beginning of the year of
adoption.  Management  is  currently  evaluating  the  impact of  adopting  this
guidance on the Company's consolidated financial statements.

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have a  significant  impact  on  the  Company's  results  of
operations, financial position or cash flow.

NOTE 3 - WEBSITE

The Company has  capitalized  costs related to developing a website.  During the
year ended September 30, 2012 the Company paid $3,800 for the development of the
website.  The Company determined that the website would have a three year useful
life.  Amortization  expense for the years ended September 30, 2012 and 2011 was
$1,689 and $1,267, respectively.

NOTE 4 - MINERAL PROPERTIES

On  February  1,  2012,  the  Company  entered  into a letter of intent  for the
acquisition of private mineral  leasehold rights to certain coal mining property
in Owsley County,  Kentucky with AMS Development  LLC. and Colt Resources,  Inc.
(the "Owsley Agreement" ).

The Owsley property covers  approximately  1,000 acres and has 3,600,000 tons of
coal recoverable by surface and high wall (auger) methods. There are underground
reserves in place which are not being considered for production at this time.

The Owsley  project  has a permit  completed  and  technically  approved  by the
Kentucky Department of Natural Resources for the first 80 acre phase. The permit
can be placed on active  status  and  mining  initiated  by  posting a  $175,000
reclamation bond. The Company believes mining can be commenced within 90 days of
breaking ground.

In consideration for the mineral property leasehold, the Company paid $80,000 to
purchase the rights to the mining permits and operate under a leasehold.  It has
also paid an  additional  40,000 to minimal lease  payments and accrued  another
40,000 which are currently behind.  These payments have been capitalized as part
of the purchase price of the property.

                                       32

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 4 - MINERAL PROPERTIES (CONTINUED)

As part of the Owsley Agreement, the Company has agreed to enter into a purchase
agreement with AMS Development LLC & Colt Resources, Inc., pursuant to which AMS
& Colt would receive The agreement  provides for the purchase of the 1,000 acres
of surface property at $600,000,  as well as surface mineable coal, (3.6 million
tons at  $.75/ton),  underground  coal rights (2.2 million tons at $.20/ton) and
the discharge of a first  mortgage due to a former owner of $150,000 for a total
purchase  price of $3,890,000.  The total  purchase  price is payable  through a
combination of cash, a promissory  note and Liberty Coal common shares.  To this
date the Company has not been able to close on this agreement.

The Company is no longer pursuing the Campbell Property or the Sheridan Property
and recorded impairment on these properties in the amount of 400,570.

NOTE 5 - CAPITAL STOCK

The company has 1,500,000,000  common shares authorized at a par value of $0.001
per share.

On February 1, 2010, the company completed a private placement whereby it issued
1,000,000  units for $0.25 per unit.  Each unit consists of one common share and
common share purchase  warrant allowing the holder to purchase a common share at
$0.25 per share expiring February 1, 2012.

On  February  1, 2010,  the  company  issued  100,000  common  shares as partial
consideration to acquire the Campbell Property.

On February  11,  2010,  the company  completed a private  placement  whereby it
issued  1,000,000  units for $0.25 per unit.  Each unit  consists  of one common
share and common share purchase warrant allowing the holder to purchase a common
share at $0.25 per share expiring February 1, 2012.

On March 15, 2010,  the Company  increased  its  authorized  common  shares from
50,000,000 shares to 1,500,000,000  shares and effected a 30 for 1 forward stock
split.  All  share  amounts  reflected  in the  financial  statements  have been
adjusted to reflect the results of the stock split.

On March  20,  2010,  the  Company  cancelled  18,000,000  of its  common  stock
outstanding.

On May 12, 2011,  the company  completed a private  placement  whereby it issued
666,667  units for $0.75 per unit.  Each unit  consists of one common  share and
common share purchase  warrant allowing the holder to purchase a common share at
$0.75 per share expiring February 1, 2013.

On August 17, the Company  completed a financing  whereby it issued  237,732,600
units for a escrowed  equity line in the amount of  $9,196,500.  In  conjunction
with this  transaction the company also issued common share purchase  warrant to
purchase  250,095,420  common shares at an exercise  price of $0.07  expiring on
August 16, 2018.  On January 18, 2012,  the Company  issued  2,000,000  shares @
$0.10 to its CFO and Director as part of his compensation.

On September 10, 2012, the Company issued  17,988,000  shares of common stock to
three  non-employee  consultants  pursuant to the Plan valued at  $539,640.  The
stock was issued for  services to be rendered  from  September  1, 2012  through
February 28,  2013.  As of September  30,  2012,  $449,700 has been  recorded as
prepaid expenses related to this stock issuance.

On September  13,  2012,  Liberty  Coal Energy  Corp.  consummated  a Securities
Purchase Agreement with Asher  Enterprises,  Inc. The agreement was entered into
pursuant to a September 4, 2012 resolution of Company's Board of Directors.  The
parties  agreed that Asher would  acquire  from Company  five  promissory  notes
totaling $37,500,  due and payable on June 19, 2013 with interest payable at 8%.
The Notes are  convertible  into  Common  Shares of the  Company,  for which the
Company has reserved 10,500,000 shares.

                                       33

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 5 - CAPITAL STOCK (CONTINUED)

Warrants
Warrants  were  granted  during the years ended  September  30, 2012 and 2011 in
connection with private placements. The Company has accounted for these warrants
as equity  instruments in accordance with ASC 815-40,  Accounting for Derivative
Financial  Instruments  Indexed to, and Potentially  Settled in, a Company's Own
Stock,  and as such, were classified in  stockholders'  equity.  The Company has
estimated the fair value of the warrants  issued in connection  with the private
placements  at  $4,053,530   and  $153,359  as  of  the  grant  date  using  the
Black-Scholes option pricing model during the years ended September 30, 2012 and
2011, respectively.

The  estimated  grant date fair value of the  warrants  granted  during the year
ended  September  30,  2012  was  $4,053,530;   this  was  estimated  using  the
Black-Scholes  option  pricing  model with the following  assumptions:  expected
dividend yield of 0%,  expected  volatility of 50%,  risk-free  interest rate of
..61%,  an expected  life of 6 years.  The stock price used in the  Black-Scholes
option pricing model to calculate the  volatility was the Company's  stock price
for the year prior to grant using weekly pricing. The risk-free interest rate is
based  on  the US  Treasury  constant  maturity  interest  rate  whose  term  is
consistent  with the  expected  life of the warrant.  The  expected  life of the
warrant is based on the contractual term of the warrant.

The  estimated  grant date fair value of the  warrants  granted  during the year
ended   September  30,  2011  was  $153,359;   this  was  estimated   using  the
Black-Scholes  option  pricing  model with the following  assumptions:  expected
dividend yield of 0%,  expected  volatility of 50%,  risk-free  interest rate of
..61%,  an expected  life of 2 years.  The stock price used in the  Black-Scholes
option pricing model to calculate the  volatility was the Company's  stock price
for the year prior to grant using weekly pricing. The risk-free interest rate is
based  on  the US  Treasury  constant  maturity  interest  rate  whose  term  is
consistent  with the  expected  life of the warrant.  The  expected  life of the
warrant is based on the contractual term of the warrant.

A summary of changes in share purchase warrants during the years ended September
30, 2012 and 2011 is as follows:

                                                                Weighted Average
                                                 Warrants        Exercise Price
                                                 --------        --------------
Outstanding, September 30, 2009                          --          $ N/A
Granted - 2010                                    2,000,000          $0.25
                                               ------------          -----
Outstanding, September 30, 2010                   2,000,000          $0.25
Granted - 2011                                      666,667          $0.75
                                               ------------          -----
Outstanding, September 30, 2011                   2,666,667          $0.38
Granted - 2012                                  250,095,420          $0.07
Expired - 2012                                   (2,000,000)         $0.25
                                               ------------          -----

Outstanding, September 30, 2012                 250,762,087          $0.07
                                               ============          =====

                                       34

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 5 - CAPITAL STOCK (CONTINUED)

As of September 30, 2012, the Company had warrants issued as follows:

                                                                  Outstanding at
                                                                   September 30,
Issue Date             Number        Price        Expiry Date          2012
----------             ------        -----        -----------          ----
May 12, 2011            666,667      $0.78      May 12, 2013           666,667
August 17, 2012      17,025,000      $0.03      August 17, 2017     17,025,000
August 17, 2012      15,985,920      $0.032     August 17, 2017     15,985,920
August 17, 2012      15,010,250      $0.034     August 17, 2017     15,010,250
August 17, 2012      14,094,130      $0.036     August 17, 2017     14,094,130
August 17, 2012      13,233,930      $0.039     August 17, 2017     13,233,930
August 17, 2012      12,426,220      $0.041     August 17, 2017     12,426,220
August 17, 2012      11,667,810      $0.044     August 17, 2017     11,667,810
August 17, 2012      10,955,690      $0.047     August 17, 2017     10,955,690
August 17, 2012      10,287,040      $0.050     August 17, 2017     10,287,040
August 17, 2012       9,659,190      $0.053     August 17, 2017      9,659,190
August 17, 2012       9,069,660      $0.056     August 17, 2017      9,069,660
August 17, 2012       8,516,110      $0.060     August 17, 2017      8,516,110
August 17, 2012       8,000,260      $0.064     August 17, 2017      8,000,260
August 17, 2012       7,511,990      $0.068     August 17, 2017      7,511,990
August 17, 2012       7,053,510      $0.072     August 17, 2017      7,053,510
August 17, 2012       6,623,010      $0.077     August 17, 2017      6,623,010
August 17, 2012       6,218,790      $0.082     August 17, 2017      6,218,790
August 17, 2012       5,839,240      $0.087     August 17, 2017      5,839,240
August 17, 2012       5,482,850      $0.093     August 17, 2017      5,482,850
August 17, 2012       5,148,220      $0.099     August 17, 2017      5,148,220
August 17, 2012       4,834,010      $0.106     August 17, 2017      4,834,010
August 17, 2012       4,538,980      $0.112     August 17, 2017      4,538,980
August 17, 2012       4,261,950      $0.120     August 17, 2017      4,261,950
August 17, 2012       4,001,830      $0.127     August 17, 2017      4,001,830
August 17, 2012       3,757,590      $0.136     August 17, 2017      3,757,590
August 17, 2012       3,528,250      $0.145     August 17, 2017      3,528,250
August 17, 2012       3,312,910      $0.154     August 17, 2017      3,312,910
August 17, 2012       3,110,720      $0.164     August 17, 2017      3,110,720
August 17, 2012       2,920,860      $0.175     August 17, 2017      2,920,860
August 17, 2012       2,742,590      $0.186     August 17, 2017      2,742,590
August 17, 2012       2,575,200      $0.198     August 17, 2017      2,575,200
August 17, 2012       2,418,030      $0.211     August 17, 2017      2,418,030
August 17, 2012       2,270,450      $0.225     August 17, 2017      2,270,450
August 17, 2012       2,131,880      $0.239     August 17, 2017      2,131,880
August 17, 2012       2,001,760      $0.255     August 17, 2017      2,001,760
August 17, 2012       1,879,590      $0.271     August 17, 2017      1,879,590
                    -----------                                    -----------

Total               250,762,087                                    250,762,087
                    ===========                                    ===========

                                       35

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 6 - RELATED PARTY TRANSACTION

The company has a consulting  agreement with a company  controlled by an officer
of the Company. The agreement calls for monthly payments of $7,000. There was an
outstanding  payable of $7,004 and $5,004 to this related  party as of September
30, 2012 and 2011,  respectively  for September  services and  reimbursement  of
expenses.

The company has a consulting  agreement with a company  controlled by an officer
of the Company. The agreement calls for monthly payments of $4,500. There was an
outstanding  payable of $ 0 and $2,500 to this related party as of September 30,
2012  and  2011,  respectively  for  September  services  and  reimbursement  of
expenses.

On January 18, 2012, the Company issued  2,000,000 shares @ $0.10 to its CFO and
Director as part of his compensation.

On September  10, 2012,  the Board of Directors of the Liberty Coal Energy Corp.
approved the Liberty  Coal Energy  Corp.  Consultant  Compensation  Plan,  which
applies  non-employee  consultants and officers,  directors and employees of the
Company. No shares have been granted to date.

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  that  become  available.  They may face a conflict  in  selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 7 - INCOME TAXES

For the year ended  September 30, 2012, the Company has incurred net losses and,
therefore,  has no tax  liability.  The net deferred tax asset  generated by the
loss  carry-forward  has been fully reserved.  The cumulative net operating loss
carry-forward is approximately $1,300,000 at September 30, 2011, and will expire
beginning in the year 2028.

The provision for Federal income tax consists of the following at September 30:

                                                     2012              2011
                                                  ----------        ----------
Federal income tax attributable to:
  Current Operations                              $  320,615        $   54,644
  Less: valuation allowance                         (320,615)          (54,644)
                                                  ----------        ----------

Net provision for Federal income taxes            $        0        $        0
                                                  ==========        ==========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows as of September, 30:

                                                     2012              2011
                                                  ----------        ----------
Deferred tax asset attributable to:
  Net operating loss carryover                    $  439,428        $  118,813
  Less: valuation allowance                         (439,428)         (118,813)
                                                  ----------        ----------

Net deferred tax asset                            $        0        $        0
                                                  ==========        ==========

Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,  net
operating loss carry forwards of approximately $1,300,000 for Federal income tax
reporting  purposes  are  subject  to  annual  limitations.  Should a change  in
ownership  occur net operating  loss carry  forwards may be limited as to use in
future years.

                                       36

                            Liberty Coal Energy Corp.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                               September 30, 2012


NOTE 8 - COMMITMENTS

The Company has agreed to purchase  1,000 acres of surface  property at $600,000
surface  mineable coal, (3.6 million tons at $.75/ton),  underground coal rights
(2.2  million  tons at $.20/ton)  and the  discharge  of a first  mortgage due a
former owner of $150,000 for a total purchase price of $3,890,000.  The total is
payable through a combination of cash, a promissory note and Liberty Coal common
shares.

The company needs to continue to make it minimum lease  payments until such time
it can pay an initial  $500,000.  The minimum  payments of $20,000 per month are
applied to the initial payment.

NOTE 9 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue as a going  concern.  As  discussed  in the notes to the
financial  statements,  the Company has no established  source of revenue.  This
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.  The financial statements do not include
any adjustments that might result from this uncertainty.

The Company's activities to date have been supported by equity financing. It has
sustained  losses in all  previous  reporting  periods with an inception to date
loss of  $1,292,436  as of  September  30,  2012.  Management  continues to seek
funding  from its  shareholders  and other  qualified  investors  to pursue  its
business plan. In the alternative, the Company may be amenable to a sale, merger
or other acquisition in the event such transaction is deemed by management to be
in the best interests of the shareholders.

NOTE 10 - SUBSEQUENT EVENTS

On October 24, 2012, Liberty Coal Energy Corp. consummated a Securities Purchase
Agreement with Asher  Enterprises,  Inc. The agreement was entered into pursuant
to an October 24, 2012 resolution of Company's Board of Directors.  Asher agreed
to purchase a Convertible Note in the amount of $32,500, due and payable on July
26, 2013 with  interest  payable at 8%. The Note was funded on November 1, 2012.
The Note is convertible into Common Shares of the Company, for which the Company
has reserved 14,300,000 shares.

On Janauary 14, 2012 Liberty Coal Energy Corp. consummated a Securities Purchase
Agreement with Asher  Enterprises,  Inc. The agreement was entered into pursuant
to a January 14, 2012 resolution of Company's  Board of Directors.  Asher agreed
to  purchase a  Convertible  Note in the amount of  $10,600,  due and payable on
September  26,  2013 with  interest  payable  at 8%.  The Note will be funded on
January 16, 2012. The Note is convertible into Common Shares of the Company, for
which the Company has reserved 40,000,000 shares.

In  accordance  with ASC Topic 855-10,  the Company has analyzed its  operations
subsequent to September  30, 2012 to the date these  financial  statements  were
issued, and has determined that it does not have any material  subsequent events
to disclose in these financial statements other than the events described above.

                                       37

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

We have not changed our auditors since our last year end and we have not had any
disagreements with our auditors.

ITEM 9A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

As of September 30, 2012 the end of our fiscal year covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on the
foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of September 30, 2010. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK. Our management has concluded that, as of September 30, 2010, our
internal control over financial reporting is effective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. Our management reviewed the results of their
assessment with our Board of Directors.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Internal control over financial reporting has inherent limitations which include
but is not limited to the use of independent professionals for advice and
guidance, interpretation of existing and/or changing rules and principles,
segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process which involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate. We believe that a control system, no matter how well designed

                                       38

and operated, cannot provide absolute assurance that the objectives of the
control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within any
company have been detected.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during the three month period ended September 30, 2010 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All of the directors of our company hold office until the next annual meeting of
the stockholders or until their successors have been elected and qualified. Our
officers are appointed by our board of directors and hold office until their
death, resignation or removal from office. Our directors and executive officers,
their ages, positions held, and duration as such, are as follows:

                                                            Date First Elected
Name                Position Held with the Company    Age      or Appointed
----                ------------------------------    ---      ------------
Edwin G. Morrow     President Chief Executive         67      April 30, 2010
                    Officer and Director

Robert T. Malasek   Chief Financial Officer and       44      April 12, 2011
                    Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of
each director and executive officer during at least the past five years,
indicating each person's principal occupation during the period, and the name
and principal business of the organization by which he was employed.

EDWIN G. MORROW - PRESIDENT, CEO AND DIRECTOR

Mr. Morrow was appointed a director, president and chief executive officer on
April 30, 2010.

Mr. Morrow holds a Bachelor of Science in Geology from Mackay School of Mines,
University of Nevada, Reno, with post graduate study in finance and mineral
economics.

A registered Professional Geologist, Mr. Morrow is a member of the Society for
Mineral Exploration , has served on the Boards of Directors of several
Associations and mining companies and as a Council Member of the Mineral
Industry Advisory Board, University of Nevada, Mackay School of Mines.

Mr. Morrow has worked as an employee or consultant for over 35 years in
exploration, development and production in the natural resources area, in
multiple commodities. He has held line and executive positions within the mining
and minerals industry with Sonoma Quicksilver, Utah International Inc, InterPace
Corporation, Federal Bentonite Corporation, Homestake Mining company, Laminco
Resources Inc, and Zaruma Resources Inc. Mr. Morrow also has over 10 years
experience in real estate management, including planning, entitlement,
permitting, engineering and construction management. Mr. Morrow's education and
extensive executive experience in the mining industry, as well as his additional
experience in the real estate sector, gives him unique insight into our
challenges, opportunities and operations, and as such, provides a beneficial
perspective to our board.

                                       39

ROBERT T. MALASEK - CFO, SECRETARY  AND  DIRECTOR

Mr. Malasek was appointed as chief financial officer, secretary and director on
April 12, 2011.

Mr. Malasek currently serves as the Chief Financial Officer for Siga Resources,
Inc. since September 2010, and as Chief Financial Officer for NatureWell, Inc..
to which he was appointed on August 15, 2006. Mr. Malasek had previously served
as Controller for NatureWell, Inc. From 1987 until August 1999 Robert was
employed with Starwood Hotel & Resorts Worldwide, Inc. in a number of positions
within the accounting department and became Assistant Controller in 1998 until
his departure in 1999. Mr. Malasek received his Bachelor of Science in
Accountancy from San Diego State University, California in 1998. Mr. Malasek's
extensive experience in business and accounting provides considerable practical
value to our goals and to our board. Mr. Malasek's access to the financial
community in the US as well as in the European markets brings additional value
to the Company

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, executive officer, significant employee or control person of our
company has been involved in any legal proceeding listed in Item 401(f) of
Regulation S-K in the past 10 years.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during the year ended September 30, 2011, all filing requirements applicable to
its officers, directors and greater than 10% percent beneficial owners were
complied with.

CODE OF ETHICS

We have adopted a Code of Ethics that apples to, among other persons, our
company's principal executive officers and senior financial executives, as well
as persons performing similar functions. As adopted, our Code of Ethics sets
forth written standards that are designed to deter wrongdoing and to:

1. Act with honesty and integrity and in an ethical manner, avoiding actual or
apparent conflicts of interest in personal and professional relationships.

2. Promptly disclose to us, through the General Counsel, Chief Accounting
Officer, or Audit Committee, any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest between
personal and professional relationships.

3. Provide full, fair, accurate, timely, and understandable disclosure in
reports and documents that we file with, or submits to, the SEC and in other
public communications made by us.

4. Provide constituents with information that is accurate, complete, objective,
relevant, timely, and understandable.

5. Comply with applicable rules and regulations of federal, state, and local
governments and other appropriate private and public regulatory agencies.

                                       40

6. Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing his or her independent
judgment to be subordinated.

7. Use good business judgment in the processing and recording of all financial
transactions.

8. Respect the confidentiality of information acquired in the course of our
business, except when authorized or otherwise legally obligated to disclose such
information, and not use confidential information acquired in the course of work
for personal advantage.

9. Share knowledge and maintain skills important and relevant to his or her
constituents' needs.

10. Promote ethical behavior among constituents in the work environment.

11. Achieve responsible use of and control over all assets and resources
employed or entrusted to him or her.

12. Comply with generally accepted accounting standards and practices, rules,
regulations and controls.

13. Ensure that accounting entries are promptly and accurately recorded and
properly documented and that no accounting entry intentionally distorts or
disguises the true nature of any business transaction.

14. Maintain books and records that fairly and accurately reflect our business
transactions.

15. Sign only those documents that he or she believes to be accurate and
truthful.

16. Devise, implement, and maintain sufficient internal controls to assure that
financial record keeping objectives are met.

17. Prohibit the establishment of any undisclosed or unrecorded funds or assets
for any purpose and provide for the proper and prompt recording of all
disbursements of funds and all receipts.

18. Not knowingly be a party to any illegal activity or engage in acts that are
discreditable to his or her profession or our company.

19. Respect and contribute to the legitimate and ethical objects of our company.

20. Engage in only those services for which he or she has the necessary
knowledge, skill, and expertise.

21. Not make, or tolerate to be made, false or artificial statements or entries
for any purpose in our books and records or in any internal or external
correspondence, memoranda, or communication of any type, including telephone or
wire communications.

22. Report to us, through the General Counsel, Chief Accounting Officer, or
Audit Committee any situation where the Code of Ethics, our standards, or the
laws are being violated.

Our Code of Ethics and Business Conduct has been filed with the Securities and
Exchange Commission and is referenced in this annual report on Form 10-K as
Exhibit 14.1. We will provide a copy of the Code of Ethics and Business Conduct
to any person without charge, upon request. Requests can be sent to: Liberty
Coal Energy Inc., 99 18th Street, Suite 3000, Denver, CO 80202.

NOMINATIONS TO THE BOARD OF DIRECTORS

There were no material changes to the procedures by which security holders may
recommend nominees to our Board of Directors.

                                       41

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Our audit committee is comprised of Edwin Morrow, our President, Chief Executive
Officer and Chairman of the Audit Committee, and Robert Malasek our Chief
Financial Officer, Secretary and director, neither of whom are independent. Mr.
Morrow cannot be considered an "audit committee financial expert" as defined in
Items 407(d)(5)(ii) and (iii) of Regulation S-K. Mr. Malasek does meet these
qualifications.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation of our executive officers for
the fiscal years ended September 30, 2012 and September 30, 2011.



                           SUMMARY COMPENSATION TABLE

                                                                                  Change in
                                                                                   Pension
                                                                                  Value and
                                                                                 Nonqualified
    Name                                                           Non-Equity      Deferred         All
and Principal               Salary or           Stock    Option  Incentive Plan  Compensation      Other
  Position           Year     Fees      Bonus   Awards   Awards   Compensation     Earnings     Compensation     Total
                               ($)       ($)     ($)      ($)         ($)            ($)            ($)           ($)
  --------           ----     ----      -----   ------   ------   ------------     --------     ------------     -----
                                                                                      
Edwin G. Morrow(1)   2012    74,000      Nil      Nil      Nil         Nil            Nil            Nil         74,000
President and        2011    60,000      Nil      Nil      Nil         Nil            Nil            Nil         60,000
Chief Financial      2010    25,000      Nil      Nil      Nil         Nil            Nil            Nil         25,000
Officer              2009      N/A       N/A      N/A      N/A         N/A            N/A            N/A           N/A

Robert T. Malasek(2) 2012    48,000      Nil  200,000      Nil         Nil            Nil            Nil        248,000
Chief Financial      2011    15,000      Nil      Nil      Nil         Nil            Nil            Nil         15,000
Officer and
Secretary

Mauricio Beltran(3)  2010      Nil       Nil     Nil      Nil         Nil            Nil            Nil           Nil
Former President,    2009      Nil       Nil     Nil      Nil         Nil            Nil            Nil           Nil
Chief Financial
Officer and Chief
Executive Officer


----------
(1)  Mr. Morrow was appointed president and chief executive officer of our
     company on April 30, 2010. His fees are paid to Hay Creek Consultants Inc.
     a company wholly owned by Mr. Morrow, pursuant to a consulting agreement
     dated May 1, 2010.
(2)  Mr. Malasek was appointed president and chief executive officer of our
     company on April 12, 2011
(3)  Mr. Beltran was appointed president, chief financial officer and chief
     executive officer on August 31, 2007 and resigned as an officer on April
     30, 2010.

STOCK OPTIONS/SAR GRANTS

During the period from inception (August 31, 2007) to September 30, 2012, we did
not grant any stock options to our executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

There were no options exercised during our fiscal years ended September 30, 2012
or 2011 by any officer or director of our company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

No equity awards were outstanding as of the year ended September 30, 2012.

                                       42

COMPENSATION OF DIRECTORS

We reimburse our directors for expenses incurred in connection with attending
board meetings. We have not paid any director's fees or other cash compensation
for services rendered as a director since our inception to September 30, 2012.

We have no formal plan for compensating our directors for their service in their
capacity as directors, although such directors are expected in the future to
receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. No director received and/or accrued
any compensation for their services as a director, including committee
participation and/or special assignments.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

Other than as set forth below, we have not entered into any employment agreement
or consulting agreement with our directors and executive officers.

On May 1, 2010, we entered into a consulting agreement with Hay Creek
Consultants Inc., a company wholly owned by Edwin G. Morrow, under which Mr.
Morrow will act as an officer of our company. The consulting agreement provides
for monthly compensation in the amount of $5,000 for 50% of Mr. Morrow's time
commitment and $10,000 per month starting upon our determination that the full
time engagement of Mr. Morrow is warranted. The consulting agreement shall be
for a term of three years. Under this agreement, Hay Creek received a total of
$74,000 in compensation for the fiscal year ended September 30, 2012 and $60,000
for the fiscal year ended September 30, 2011.

On April 12, 2011, we entered into a consulting agreement with Robert T. Malasek
during the year ended September 30, 2011. The consulting agreement provides for
monthly compensation in the amount of $4,500 for 50% of Mr. Malasek's time
commitment and $8,000 per month starting upon our determination that the full
time engagement of Mr. Malasek is warranted. The consulting agreement shall be
for a term of three years. Under this agreement, Mr. Malasek received a total of
$248,000 in compensation $200,000 in form of a stock compensation and $48,000 in
cash for the fiscal year ended September 30, 2012 and of $17,500 for the fiscal
year ended September 30, 2011. On January 18, 2012, the Company issued 2,000,000
shares @ $0.10 to its CFO and Director as part of his compensation.

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements with respect to remuneration received or that
may be received by our executive officers to compensate such officers in the
event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The following table sets forth, as January 5, 2012, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.

                                       43

To our knowledge, except as indicated in the footnotes to this table or pursuant
to applicable community property laws, the persons named in the table have sole
voting and investment power with respect to the shares of common stock
indicated.

                   Name and Address of        Amount and Nature of    Percentage
Title of Class      Beneficial Owner           Beneficial Owner(1)     of Class
--------------      ----------------           -------------------     --------
Common Shares       Edwin Morrow                   2,000,000            0.63%

Common Shares       Robert Malasek                 2,000,000            0.63%

Common Shares       All Officers and               4,000,000            1.26%
                    Directors As a Group
                    (2 individuals)

----------
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract, arrangement, understanding,
     relationship, or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares; and (ii) investment
     power, which includes the power to dispose or direct the disposition of
     shares. Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example, persons share the power to vote or the power
     to dispose of the shares). In addition, shares are deemed to be
     beneficially owned by a person if the person has the right to acquire the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the information is provided. In computing the percentage
     ownership of any person, the amount of shares outstanding is deemed to
     include the amount of shares beneficially owned by such person (and only
     such person) by reason of these acquisition rights. As a result, the
     percentage of outstanding shares of any person as shown in this table does
     not necessarily reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually outstanding on
     December 15, 2010. As of January 5, 2013, there were 316,287,267 shares of
     our company's common stock issued and outstanding.

CHANGES IN CONTROL

We are unaware of any contract or other arrangement or provisions of our
Articles or Bylaws the operation of which may at a subsequent date result in a
change of control of our company. There are not any provisions in our Articles
or Bylaws, the operation of which would delay, defer, or prevent a change in
control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE

There have been no transactions or proposed transactions in which the amount
involved exceeds the lesser of $120,000 or one percent of the average of our
total assets at year-end for the last two completed fiscal years in which any of
our directors, executive officers or beneficial holders of more than 5% of the
outstanding shares of our common stock, or any of their respective relatives,
spouses, associates or affiliates, has had or will have any direct or material
indirect interest.

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

Although we have adopted a Code of Ethics, we still rely on our Board to review
related party transactions on an ongoing basis to prevent conflicts of interest.
Our Board reviews a transaction in light of the affiliations of the director,
officer or employee and the affiliations of such person's immediate family.
Transactions are presented to our Board for approval before they are entered
into or, if this is not possible, for ratification after the transaction has
occurred. If our Board finds that a conflict of interest exists, then it will
determine the appropriate remedial action, if any. Our Board approves or
ratifies a transaction if it determines that the transaction is consistent with
the best interests of the Company.

DIRECTOR INDEPENDENCE

During the fiscal year ended September 30, 2012, we did not have any independent
directors on our board. We evaluate independence by the standards for director
independence established by applicable laws, rules, and listing standards
including, without limitation, the standards for independent directors
established by The New York Stock Exchange, Inc., the NASDAQ National Market,
and the Securities and Exchange Commission.

                                       44

Subject to some exceptions, these standards generally provide that a director
will not be independent if (a) the director is, or in the past three years has
been, an employee of ours; (b) a member of the director's immediate family is,
or in the past three years has been, an executive officer of ours; (c) the
director or a member of the director's immediate family has received more than
$120,000 per year in direct compensation from us other than for service as a
director (or for a family member, as a non-executive employee); (d) the director
or a member of the director's immediate family is, or in the past three years
has been, employed in a professional capacity by our independent public
accountants, or has worked for such firm in any capacity on our audit; (e) the
director or a member of the director's immediate family is, or in the past three
years has been, employed as an executive officer of a company where one of our
executive officers serves on the compensation committee; or (f) the director or
a member of the director's immediate family is an executive officer of a company
that makes payments to, or receives payments from, us in an amount which, in any
twelve-month period during the past three years, exceeds the greater of
$1,000,000 or two percent of that other company's consolidated gross revenues.

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

The aggregate fees billed for the most recently completed fiscal year ended
September 30, 2012 and for fiscal year ended September 30, 2011 for professional
services rendered by the principal accountant for the audit of our annual
financial statements and review of the financial statements included in our
quarterly reports on Form 10-Q and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

                                                 Year Ended
                                                September 30,
                                            2012            2011
                                           ------          ------
                                            ($)              ($)
               Audit Fees                   6,600           6,500
               Audit Related Fees           5,000           4,750
               Tax Fees                       Nil             Nil
               All Other Fees                 Nil             Nil
                                           ------          ------

               Total                       11,600          11,250
                                           ======          ======

Our board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by
our independent auditors and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining our independent
auditors' independence.

The percentage of hours expended on the principal accountant's engagement to
audit our financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant's
full-time, permanent employees was 0%.

                                       45

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits required by Item 601 of Regulation S-K

Exhibit
Number                             Description
------                             -----------
3.1(a)        Articles of Incorporation (Attached as a Exhibit 3.1 to our
              Registration Statement on Form SB-2 originally filed with the SEC
              on January 23, 2008 and incorporated herein by reference).

3.1(b)        Amendment to Articles of Incorporation, as effected by the
              Certificate of Change (previously filed as Exhibit 3.02 to our
              Current Report on Form 8-K filed on March 30, 2010.)

3.2           Bylaws (Attached as Exhibit 3.2 to our Registration Statement on
              Form SB-2 originally filed with the SEC on January 23, 2008 and
              incorporated herein by reference).

10.1          Form of Subscription Agreement (previously filed as Exhibit 10.1
              to our Quarterly Report on Form 10-Q filed on May 16, 2011)

10.2          Second Amended Agreement by and between Liberty Coal Energy Corp.
              and Rocking Hard Investments, LLC, effective May 2, 2011
              (previously filed as Exhibit 10.2 to our Quarterly Report on Form
              10-Q filed on May 16, 2011)

10.3          Consulting Agreement (previously filed as Exhibit 10.3 to our
              Annual Report on Form 10-K filed on January 11, 2011)

10.4          Consulting Agreement with Robert Malasek dated April 12, 2011
              (previously filed as Exhibit 10.4 to our Annual Report on Form
              10-K filed on January 12, 2012)

14.1          Code of Ethics (previously filed as Exhibit 14.1 to our Annual
              Report on Form 10-K filed on January 11, 2011)

31.1*         Certification of Principal Executive Officer filed pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002

31.2*         Certification of Principal Financial Officer filed pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002

32.1*         Certification of Principal Executive Officer and Principal
              Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101**         Interactive data files pursuant to Rule 405 of Regulation S-T.

----------
*    Filed herewith
**   To be filed by Amendment

                                       46

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        LIBERTY COAL ENERGY CORP.


                                        /s/ Edwin G. Morrow
                                        ----------------------------------------
                                        Edwin G. Morrow
                                        President, Chief Executive Officer and
                                        Director (Principal Executive Officer)
                                        Date: January 14, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

SIGNATURE                                 TITLE                       DATE
---------                                 -----                       ----


/s/ Edwin G. Morrow              President, Chief Executive     January 14, 2013
------------------------------   Officer and Director
Edwin G. Morrow                  (Principal Executive Officer)


/s/ Robert T. Malasek            Chief Financial Officer,       January 14, 2013
------------------------------   Secretary and Director
Robert T. Malasek                (Principal Financial Officer
                                 and Principal Accounting Officer)

                                       47

EX-31.1

                                                                    EXHIBIT 31.1

                             OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302

I, Edwin G. Morrow, certify that:

1.   I have reviewed this annual report on Form 10-K of Liberty Coal Energy
     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: January 14, 2013
                                        /s/ Edwin G. Morrow
                                        ----------------------------------------
                                        Edwin G. Morrow
                                        Chief Executive Officer, President and
                                        Director (Principal Executive Officer)

EX-31.2

                                                                    EXHIBIT 31.2

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302

I, Robert T. Malasek, certify that:

1.   I have reviewed this annual report on Form 10-K of Liberty Coal Energy
     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: January 14, 2013
                                        /s/ Robert T. Malasek
                                        ----------------------------------------
                                        Robert T. Malasek
                                        Chief Financial Officer, Secretary and
                                        Director (Principal Financial Officer
                                        and Principal Accounting Officer)

EX-32.1

                                                                    EXHIBIT 32.1

                            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 annual report of Liberty Coal Energy Corp. (the
"Company") on Form 10-K for the fiscal year ended September 30, 2012, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
we, Edwin G. Morrow, Chief Executive Officer of the Company, and Robert T.
Malasek, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of our knowledge and belief:

     (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 the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Date: January 14, 2013
                                       /s/ Edwin G. Morrow
                                       -----------------------------------------
                                       Edwin G. Morrow
                                       Chief Executive Officer, President and
                                       Director (Principal Executive Officer)


                                       /s/ Robert T. Malasek
                                       -----------------------------------------
                                       Robert T. Malasek
                                       Chief Financial Officer, Secretary and
                                       Director (Principal Financial Officer and
                                       Principal Accounting Officer)

XML

Warrants Issued Transactions As Follows (Details)	Number	Price	Outstanding at September 30, 2012
BALANCE at Sep. 30, 2011			0
Warrants issued on May 12, 2011 and Expired on May 12, 2013 with an exercise price of $0.78 per share	666,667	0.78	666,667
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.03 per share	17,025,000	0.03	17,025,000
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.032 per share	15,985,920	0.032	15,985,920
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.034 per share	15,010,250	0.034	15,010,250
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.036 per share	14,094,130	0.036	14,094,130
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.039 per share	13,233,930	0.039	13,233,930
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.041 per share	12,426,220	0.041	12,426,220
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.044 per share	11,667,810	0.044	11,667,810
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.047 per share	10,955,690	0.047	10,955,690
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.050 per share	10,287,040	0.050	10,287,040
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.053 per share	9,659,190	0.053	9,659,190
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.056 per share	9,069,660	0.056	9,069,660
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.060 per share	8,516,110	0.060	8,516,110
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.064 per share	8,000,260	0.064	8,000,260
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.068 per share	7,511,990	0.068	7,511,990
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.072 per share	7,053,510	0.072	7,053,510
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.077 per share	6,623,010	0.077	6,623,010
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.082 per share	6,218,790	0.082	6,218,790
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.087 per share	5,839,240	0.087	5,839,240
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.093 per share	5,482,850	0.093	5,482,850
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.099 per share	5,148,220	0.099	5,148,220
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.106 per share	4,834,010	0.106	4,834,010
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.112 per share	4,538,980	0.112	4,538,980
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.120 per share	4,261,950	0.120	4,261,950
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.127 per share	4,001,830	0.127	4,001,830
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.136 per share	3,757,590	0.136	3,757,590
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.145 per share	3,528,250	0.145	3,528,250
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.154 per share	3,312,910	0.154	3,312,910
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.164 per share	3,110,720	0.164	3,110,720
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.175 per share	2,920,860	0.175	2,920,860
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.186 per share	2,742,590	0.186	2,742,590
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.198 per share	2,575,200	0.198	2,575,200
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.211 per share	2,418,030	0.211	2,418,030
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.225 per share	2,270,450	0.225	2,270,450
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.239 per share	2,131,880	0.239	2,131,880
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.255 per share	2,001,760	0.255	2,001,760
Warrants issued on August 17, 2012 and Expired on August 17, 2017 with an exercise price of $0.271 per share	1,879,590	0.271	1,879,590
Total Warrants Issued And Outstanding at Sep. 30, 2012	250,762,087		250,762,087