Posted On: 01/07/2014 11:25:09 AM
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LBTG. 0005 Going 8-K >> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
November 7, 2013
Date of Report (Date of earliest event reported)
LIBERTY COAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada 0-54073 90-0819102
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2782 Gateway Road, Carlsbad, CA 92009
(Address of principal executive offices) (Zip Code)
(978) 705-1645
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective November 7, 2013, The Board of Directors of Liberty Coal Energy approved the issuance of 100 million restricted shares of Liberty Coal Energy common stock to Robert Malasek, Treasurer, CFO and Director for unpaid compensation of $25,000 USD and $15,000 USD as a onetime grant.
Effective November 7, 2013, The Board of Directors of Liberty Coal Energy approved the issuance of 100 million restricted shares of Liberty Coal Energy common stock to Edwin Morrow, President and Director for unpaid compensation of $40,000 USD.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On November 15, 2013, the Company filed a Certificate of Change to its Certificate of Incorporation with the Nevada Secretary of State to effect: (i) a reverse stock split of the outstanding common stock at a ratio of 1:15 (the "REVERSE STOCK SPLIT"); that became effective on December 20, 2013 (the "EFFECTIVE DATE").
As of the Effective Date, every fifteen (15) shares of the Company's pre-split common stock, par value $0.001 per share (the "COMMON STOCK"), was consolidated into one (1) post-split share of Common Stock. The Reverse Stock Split automatically converted the number of the Company's Common Stock issued and outstanding. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock is approximately 39,479,575 subject to adjustment for fractional shares. The Reverse Stock Split does not affect any shareholder's ownership percentage of the Company's common stock, except to the limited extent that the Reverse Stock Split resulted in any adjustment for fractional shares. In addition, the Common Stock now trades under a new CUSIP number beginning on the Effective Date.
Our reverse stock split became effective with the Nevada Secretary of State on the Effective Date, however, further action is needed before the Reverse Split will be implemented through the DTC System.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.1. Certificate of Change to the Certificate of Incorporation
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY COAL ENERGY CORP.
Date: January 6, 2013 By: /s/ Robert T. Malasek
Chief Financial Officer, Secretary & Director
3
Exhibit 3.1
ROSS MILLER
Secretary of State Document Number 254 North Carson Street, Suite 1 20130800595-33 Carson City, Nevada 89701-4520 Filing Date and Time
(775) 684-5708 12/06/2013 3:30 PM Website: www.nvsos.gov Entity Number E0629492007-7
Filed in the office of
/s/ Ross Miller
CERTIFICATE OF CHANGE PURSUANT Ross Miller
TO NRS 78.209 Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF CHANGE FILED PURSUANT TO NRS 78.209
FOR NEVADA PROFIT CORPORATIONS
1. Name of corporation:
Liberty Coal Energy Corp.
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change:
1,500,000,000 shares of common stock with a par value of $.001
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
1,500,000,000 shares of common stock with a par value of $.001
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
The Corporation shall issue 1 share of common stock for every 15 shares of common stock issued and outstanding immediately prior to the effective date of the stock split.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
No fractional shares shall be issued, all fractional shares shall be rounded up.
7. Effective date of filing (optional): 12/20/2013 Time: N/A
(must not be later than 90 days after the certificate is filed)
8. Signature: (required)
X /s/ Edwin G. Morrow President
Signature of Officer Title
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
November 7, 2013
Date of Report (Date of earliest event reported)
LIBERTY COAL ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada 0-54073 90-0819102
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2782 Gateway Road, Carlsbad, CA 92009
(Address of principal executive offices) (Zip Code)
(978) 705-1645
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective November 7, 2013, The Board of Directors of Liberty Coal Energy approved the issuance of 100 million restricted shares of Liberty Coal Energy common stock to Robert Malasek, Treasurer, CFO and Director for unpaid compensation of $25,000 USD and $15,000 USD as a onetime grant.
Effective November 7, 2013, The Board of Directors of Liberty Coal Energy approved the issuance of 100 million restricted shares of Liberty Coal Energy common stock to Edwin Morrow, President and Director for unpaid compensation of $40,000 USD.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On November 15, 2013, the Company filed a Certificate of Change to its Certificate of Incorporation with the Nevada Secretary of State to effect: (i) a reverse stock split of the outstanding common stock at a ratio of 1:15 (the "REVERSE STOCK SPLIT"); that became effective on December 20, 2013 (the "EFFECTIVE DATE").
As of the Effective Date, every fifteen (15) shares of the Company's pre-split common stock, par value $0.001 per share (the "COMMON STOCK"), was consolidated into one (1) post-split share of Common Stock. The Reverse Stock Split automatically converted the number of the Company's Common Stock issued and outstanding. As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock is approximately 39,479,575 subject to adjustment for fractional shares. The Reverse Stock Split does not affect any shareholder's ownership percentage of the Company's common stock, except to the limited extent that the Reverse Stock Split resulted in any adjustment for fractional shares. In addition, the Common Stock now trades under a new CUSIP number beginning on the Effective Date.
Our reverse stock split became effective with the Nevada Secretary of State on the Effective Date, however, further action is needed before the Reverse Split will be implemented through the DTC System.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
3.1. Certificate of Change to the Certificate of Incorporation
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY COAL ENERGY CORP.
Date: January 6, 2013 By: /s/ Robert T. Malasek
Chief Financial Officer, Secretary & Director
3
Exhibit 3.1
ROSS MILLER
Secretary of State Document Number 254 North Carson Street, Suite 1 20130800595-33 Carson City, Nevada 89701-4520 Filing Date and Time
(775) 684-5708 12/06/2013 3:30 PM Website: www.nvsos.gov Entity Number E0629492007-7
Filed in the office of
/s/ Ross Miller
CERTIFICATE OF CHANGE PURSUANT Ross Miller
TO NRS 78.209 Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
CERTIFICATE OF CHANGE FILED PURSUANT TO NRS 78.209
FOR NEVADA PROFIT CORPORATIONS
1. Name of corporation:
Liberty Coal Energy Corp.
2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change:
1,500,000,000 shares of common stock with a par value of $.001
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
1,500,000,000 shares of common stock with a par value of $.001
5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:
The Corporation shall issue 1 share of common stock for every 15 shares of common stock issued and outstanding immediately prior to the effective date of the stock split.
6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
No fractional shares shall be issued, all fractional shares shall be rounded up.
7. Effective date of filing (optional): 12/20/2013 Time: N/A
(must not be later than 90 days after the certificate is filed)
8. Signature: (required)
X /s/ Edwin G. Morrow President
Signature of Officer Title
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
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