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

~~[X]~~For ~~ANNUAL~~the ~~REPORT~~Fiscal ~~PURSUANT~~Year TOEnded ~~SECTION~~June 1330, OR2017 ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~or ~~the fiscal year ended June 30, 2016~~

[ ] TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________to __________________________

For the transition period from [ ] to [ ]

Commission file number 000-54881

LITHIUM EXPLORATION GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada	06-1781911
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(I.R.S. Employer
organization)
of incorporation or organization)	Identification No.)

4635 South Lakeshore Drive, Suite 200, Tempe Arizona	85282-7127
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	480.641.4790

4635 South Lakeshore Drive, Suite 200, Tempe, Arizona 85282
(Address of principal executive offices) (Zip Code)

(480) 641-4790
(Registrant’s telephone number, including area code)

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

Title of Each Class Name of ~~Each~~each ~~Exchange~~exchange Onon ~~Which~~which ~~Registered~~registered ~~N/A~~None N/A

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

~~Common~~Shares ~~Stock,~~of common stock with a par value of $0.001 ~~Par Value~~ (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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~~ all reports required to be filed by Section 13 or 15(d) of the Securities ~~Exchange~~ 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~~past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Website~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-KT (§~~229~~ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [ ]

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not to use the extended transition ~~company~~ period ~~(as~~for ~~defined~~complying inwith ~~Rule~~any ~~12b-2~~new ofor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~Yes~~ [ ] ~~No [X]~~

The aggregate market value of ~~Common~~the ~~Stock~~voting and non-voting common equity held by non-affiliates ofcomputed by reference to the ~~Registrant~~price onat ~~December~~which ~~31,~~the common ~~2015~~equity was ~~$393~~last sold,~~780~~ ~~based~~or onthe ~~a $0.11~~ average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $852,275.

~~Indicate~~(APPLICABLE ~~the~~ONLY ~~number~~TO ofCORPORATE ~~shares~~REGISTRANTS) ~~outstanding of each of the registrant’s classes of common stock as of the latest practicable date.~~

~~162~~The number of shares outstanding of each of the registrant’s classes of common stock,~~724~~ as of the latest practicable date was 3,~~024~~585,818,688 shares of common ~~shares~~stock as of ~~October~~September 1328, ~~2016~~ 2017.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
	Page
Item 1A.	Risk Factors	31
PART I
Item 1B.	Unresolved Staff Comments	36
ITEM 1. BUSINESS	4
Item 2.	Properties	36
ITEM 1A. RISK FACTORS	17
Item 3.	Legal Proceedings	36
ITEM 1B. UNRESOLVED STAFF COMMENTS	36
Item 4.	Mine Safety Disclosures	38
ITEM 2. PROPERTIES	36
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	39
ITEM 3. LEGAL PROCEEDINGS	36
Item 6.	Selected Financial Data	40
ITEM 4. MINE SAFETY DISCLOSURES	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
PART II
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	38
Item 8.	Financial Statements and Supplementary Data	48
ITEM 6. SELECTED FINANCIAL DATA	39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
Item 9A.	Controls and Procedures	51
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	49
Item 9B.	Other Information	52
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	49
Item 10.	Directors, Executive Officers and Corporate Governance	52
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	49
Item 11.	Executive Compensation	54
ITEM 9A. CONTROLS AND PROCEDURES	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
ITEM 9B. OTHER INFORMATION	51
Item 13.	Certain Relationships and Related Transactions, and Director Independence	57
PART III
Item 14.	Principal Accounting Fees and Services	58
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	52
Item 15.	Exhibits, Financial Statement Schedules	58
ITEM 11. EXECUTIVE COMPENSATION	54
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	56
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	57
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	58
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	60
SIGNATURES	66

PART I

~~Item~~ITEM 1. ~~Business~~BUSINESS

~~This annual report contains forward~~Forward-~~looking~~Looking ~~statements.~~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.

~~Although~~This weAnnual ~~believe~~Report on Form 10-K includes a number of forward-looking statements that ~~the~~reflect ~~expectations~~management's current ~~reflected~~views inwith ~~the~~respect to future events and financial performance. ~~forward~~Forward-looking statements are ~~reasonable,~~projections wein ~~cannot~~respect ~~guarantee~~of future ~~results~~events or our future financial performance. In some cases, you can identify forward-looking ~~levels~~statements ofby ~~activity~~terminology such as “may,” ~~performance~~“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates.” “predicts,” “potential” or ~~achievements~~“continue” or the negative of these terms or other comparable terminology. ~~Except~~Those statements include statements regarding the intent, belief or current expectations of us and members of our management team, as ~~required~~well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future sperformance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only ~~applicable~~predictions ~~law~~and involve known and unknown risks, uncertainties and other factors, including the ~~securities~~risks ~~laws~~in ofthe section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the ~~United~~year ~~States~~ended June 30, we2017, doany ~~not~~of which ~~intend~~may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to ~~update~~be materially different from any future results, levels of ~~the~~activity, performance or achievements expressed or implied by these forward-looking statements. toThese ~~conform~~risks ~~these statements~~include, toby ~~actual~~way ~~results.~~of example and without limitation:

~~Our~~• ~~financial~~our ~~statements~~ability ~~are~~to ~~stated~~successfully commercialize our SonCav technology to produce a market-ready product in ~~United~~a ~~States~~timely ~~Dollars (US$)~~manner and ~~are~~in ~~prepared~~enough quantity; • our ability to successfully commercialize our oil and gas assets, namely our assets located in ~~accordance~~the White Top Field in Southwest Louisiana; • the absence of contracts with ~~United~~customers ~~States~~or ~~Generally~~suppliers; ~~Accepted Accounting~~• ~~Principles.~~our ability to maintain and develop relationships with customers and suppliers; • our ability to successfully integrate our technology into the competitive oil and gas industry and at a cost that is profitable to the Company; • the retention and availability of key personnel; • general economic and business conditions; • substantial doubt about our ability to continue as a going concern; • our need to raise additional funds in the future; • our ability to successfully recruit and retain qualified personnel in order to continue our operations; • our ability to successfully implement our business plan; • our ability to successfully acquire, develop or commercialize new products and equipment and acquire additional oil and gas assets; • intellectual property claims brought by third parties; and • the impact of any industry regulation.

InAlthough ~~this~~we ~~annual~~believe ~~report~~that the expectations reflected in the forward-looking statements are reasonable, ~~unless~~we cannot ~~otherwise~~guarantee ~~specified~~future results, ~~all~~levels ~~dollar~~of activity, or performance. Except as ~~amounts~~required ~~are~~by ~~expressed~~applicable inlaw, ~~United~~including ~~States~~the ~~Dollars~~securities ~~and~~laws ~~all~~of ~~references~~the toUnited ~~“common~~States, ~~shares”~~we ~~refer~~do not intend to update any of the ~~common~~forward-looking ~~shares~~statements into ~~our~~conform these ~~capital~~statements ~~stock~~to actual results.

AsReaders ~~used~~are urged to carefully review and consider the various disclosures made by us in this ~~annual~~ report, and in our other reports filed with the ~~terms~~Securities ~~“we”,~~and Exchange Commission (the “usSEC”,). ~~“our~~We ~~company”,~~undertake ~~mean~~no ~~Lithium~~obligation ~~Exploration~~to ~~Group,~~update ~~Inc.~~or arevise ~~Nevada~~forward-looking ~~corporation, our~~statements to ~~wholly~~reflect ~~owned~~changed ~~subsidiaries~~assumptions, ~~Alta~~the ~~Disposal~~occurrence ~~Ltd.,~~of anunanticipated ~~Alberta,~~events ~~Canada~~or ~~corporation,~~changes ~~Black~~in ~~Box~~the ~~Energy,~~future ~~Inc~~operating results over time except as required by law., aWe ~~Nevada~~believe that ~~corporation,~~our assumptions are based upon reasonable data derived from and known about our ~~51%~~business ~~owned~~and ~~subsidiary,~~operations. ~~Alta~~No ~~Disposal~~assurances ~~Morinville~~are ~~Ltd.,~~made anthat ~~Alberta,~~actual ~~Canada~~results of ~~corporation,~~operations ~~unless~~or ~~otherwise~~the ~~indicated~~results of our future activities will not differ materially from our assumptions.

~~Corporate~~As ~~History~~used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our” or the “Company” refer to Lithium Exploration Group, Inc. a Nevada corporation, including our wholly-owned subsidiaries, Alta Disposal Ltd., an Alberta, Canada corporation (“Alta Disposal”), Black Box Energy, Inc., a Nevada corporation (“Black Box Energy”), and our 51% owned subsidiary, Alta Disposal Morinville Ltd., an Alberta, Canada corporation (“ADM”), unless otherwise indicated.

We were incorporated on May 31, 2006 in the State of Nevada under the name “Mariposa Resources, Ltd.”. Effective November 30, 2010, we changed our name to “Lithium Exploration Group, Inc.,” by way of a merger with our wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name. 4

~~Our~~Unless ~~executive~~otherwise ~~offices~~specified, ~~are located at 4635 South Lakeshore~~all ~~Drive,~~ dollar ~~Suite~~amounts ~~200,~~are ~~Tempe~~expressed ~~Arizona,~~in ~~85282-7127,~~United ~~and~~States ~~our~~dollars. ~~telephone~~Our ~~number~~common isstock ~~(480) 641-4790. We~~is ~~also~~currently ~~have~~listed anon ~~office~~the atOTC ~~840~~Market, ~~6th~~OTC ~~Ave~~Pink ~~SW Suite 300~~tier, ~~Calgary,~~under ~~Alberta~~the ~~T2P~~symbol ~~3E5~~“LEXG”. ~~The phone number for our Calgary office is 403-930-1925.~~

OnCorporate ~~October~~History 18, 2013, our company, through our then wholly owned subsidiary, Alta Disposal Ltd. (formerly 1617437 Alberta Ltd.), an Alberta, Canada corporation, completed the acquisition of 51% of the shares of Blue Tap Resources Inc. for total payment of CAD$466,547. As of September 30, 2013, CDN $300,000 (US$294,908) was paid regarding the acquisition. As a result of the share acquisition, Blue Tap Resources Inc. became a partially owned subsidiary of our company through our wholly owned subsidiary, Alta Disposal Ltd. On January 22, 2014, Blue Tap Resources Inc. changed its name to Alta Disposal Morinville Ltd. Effective September 4, 2015, our company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby we sold all right, title and ~~interest~~ ofOverview ~~Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 (approximately USD$7,531.25) .~~

OnWe ~~August~~are ~~20,~~a ~~2013,~~U.S.-based weexploration and ~~entered~~development ~~into~~company athat ~~letter~~had been focused on the acquisition and development potential of ~~intent~~lithium ~~with~~brines and other precious metals that demonstrate high ~~Tero~~probability ~~Oilfield~~for ~~Services~~near-term ~~Ltd~~production., aCurrently ~~private~~the company, ~~pursuant~~is tofocused ~~which~~testing its ~~Tero~~SonCav ~~agreed~~Technology ~~to sell~~for upuse toin ~~75%~~the ofoil and gas industry and the ~~issued~~acquisition of oil and ~~outstanding~~gas ~~common~~related ~~shares~~assets ofin ~~Tero~~Western toCanada ~~our~~and Southwest Louisiana. We were ~~company~~incorporated inon ~~exchange~~May ~~for~~31, ~~payment~~2006 in the ~~amount~~State of $1Nevada under the name “Mariposa Resources,~~500~~ Ltd.” Effective November 30,~~000~~ 2010, we changed our name to “Lithium Exploration Group, Inc.,” by way of a merger with our wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

OnOur ~~March~~executive 1,offices ~~2014,~~are ~~Alta Disposal Ltd., our wholly-owned~~located ~~subsidiary,~~at ~~entered~~4635 ~~into~~South aLakeshore ~~share purchase agreement with Tero and Garry Hofmann~~Drive, ~~the~~ ~~sole~~Suite ~~shareholder of Tero. Pursuant to the agreement~~200, ~~Mr. Hofmann agreed to sell and we agreed to purchase 50% of the issued and outstanding common shares of Tero in exchange for an aggregate of CAD$1~~Tempe,~~000,000.~~ AsAZ ~~part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr~~85282-7127. ~~Hofmann~~The ~~by way of a promissory note. As a~~telephone ~~result~~number offor ~~the~~our ~~share~~Tempe ~~purchase~~office ~~agreement, Tero~~ is ~~now a partially owned~~ (~~50%~~480) ~~subsidiary~~ ~~of our company~~641-4790.

~~Additionally,~~On ~~Alta~~October ~~Disposal~~18, ~~Tero~~2013, ~~and~~we completed, ~~Mr.~~through ~~Hofmann~~our ~~entered~~then ~~into an~~wholly ~~option~~owned ~~agreement~~subsidiary, ~~entitling~~ Alta Disposal toLtd. (formerly ~~purchase~~1617437 upAlberta toLtd.), an ~~additional~~Alberta, ~~25% of~~Canada corporation, the ~~issued~~acquisition of ~~and~~51% ~~outstanding~~of ~~common~~the shares of ~~Tero~~Blue ~~from~~Tap MrResources Inc. ~~Hofmann~~for ~~exercisable at~~total apayment ~~price~~of CAD$466,547. As of September 30, 2013, CAD$~~500~~300,000 ~~for~~(US$294,908) was paid regarding the acquisition. As a ~~period~~result of ~~one~~the ~~year~~acquisition, Blue Tap Resources Inc. Webecame ~~have~~a ~~subsequently~~partially-owned ~~sold~~subsidiary of our company through our wholly owned ~~interest~~subsidiary, inAlta ~~Tero~~Disposal onLtd. ~~May~~On 1January 22, 2014, Blue Tap Resources Inc. changed its name to Alta Disposal Morinville Ltd. Effective September 4, 2015, we asentered ~~further~~into ~~described~~an ~~below~~asset purchase agreement with Cancen Oil Canada whereby we sold all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 (approximately USD$7,531).

On ~~October~~August 1720, ~~2014~~2013, we ~~amended~~entered into ~~our~~a ~~Articles~~letter of ~~Incorporation, which~~intent ~~amendment was filed~~ with ~~the~~Tero ~~Nevada~~Oilfield ~~Secretary~~Services ofLtd. ~~State~~(“Tero”), ona ~~October 17,~~private ~~2014~~company, pursuant to ~~increase~~which ~~the~~Tero ~~authorized~~agreed ~~capital~~to ofsell ~~our~~up ~~common~~to ~~shares~~75% ~~from~~of ~~500,000,000 common~~the ~~shares,~~issued ~~par~~and outstanding ~~value $0.001 to 2,000,000,000~~ common shares, ~~par~~of ~~value $0.001.~~Tero ~~Our~~to ~~authorized~~our ~~capital~~company ~~consists~~in ofexchange ~~2,000,000,000~~for ~~common~~payment ~~shares~~in ~~and~~the ~~100,000,000~~amount ~~preferred shares, all with a par value~~ of $01,500,000.~~001.~~

On ~~January~~March 191, ~~2015~~2014, weAlta ~~received~~Disposal, our ~~written~~wholly-owned ~~consent~~subsidiary, ~~from~~entered ~~our~~into a share purchase agreement with Tero ~~company’s~~and ~~board~~Garry Hofmann, the sole shareholder of ~~directors~~Tero. Pursuant to ~~effect~~the aagreement, ~~reverse~~Mr. Hofmann ~~stock~~agreed ~~split~~to sell and we agreed to purchase 50% of ~~our~~the issued and outstanding common shares of ~~common~~Tero ~~stock~~in onexchange afor ~~basis~~an aggregate of 20CAD$1,000,000. As ~~old~~part ~~shares~~ of ~~common~~the ~~stock~~share purchase by Alta Disposal, on February 22, 2014, Tero ~~for~~declared 1a ~~new~~dividend ~~share~~in the amount of ~~common~~$307,104, ~~stock~~payable to Mr. ~~Stockholders~~Hofmann by way of a ~~our~~promissory ~~company~~note. ~~originally~~As ~~approved the~~a ~~reverse~~result ~~stock~~of ~~split~~the onshare ~~October~~purchase 14agreement, ~~2014~~Tero atis now a partially ~~special~~owned ~~meeting~~(50%) subsidiary of our company. ~~The~~Additionally, ~~reverse~~Alta Disposal, ~~split~~Tero ~~became~~and ~~effective~~Mr. ~~with~~Hofmann ~~the~~entered ~~Over-the-Counter~~into ~~Bulletin~~an ~~Board~~option atagreement ~~the~~entitling ~~opening~~Alta Disposal to ofpurchase ~~trading~~up onto ~~February~~an additional 25,% ~~2015~~of the issued and outstanding common shares of Tero from Mr. WeHofmann, ~~were~~exercisable ~~assigned~~at ~~CUSIP~~a ~~number~~price ~~53680P209~~of $500,000 for a period of one ~~effective~~year. ~~February~~On 25May 1, 2015., ~~Our~~our ~~authorized~~company ~~capital~~entered ~~was~~into ~~not~~a ~~affected~~share bypurchase ~~the~~agreement with ~~reverse~~an ~~stock~~individual ~~split~~and disposed of our 50% interest in Tero in consideration for $300,000.

On ~~May~~October 117, ~~2015~~2014, we amended our ~~company~~Articles ~~entered~~of ~~into~~Incorporation, awhich ~~share~~amendment ~~purchase agreement~~was filed with anthe ~~individual~~Nevada Secretary ~~and~~of ~~disposed~~State ofon October 17, 2014, to increase the authorized capital of our ~~50%~~common ~~interest~~shares infrom ~~Tero~~500,000,000 incommon shares, par value $0.001, to ~~consideration~~2,000,000,000 ofcommon shares, par value $~~300~~0.001. Our authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

On ~~June~~January 2219, 2015, inwe ~~accordance~~received written ~~with~~consent ~~our~~from ~~articles of incorporation,~~ our ~~board~~Board of Directors ~~has~~to ~~designated~~implement ~~250,000~~a ofreverse ~~our~~stock ~~100,000,000~~split ~~authorized shares~~ of ~~Preferred~~our ~~Stock~~issued asand ~~Series~~outstanding ~~“A”~~shares ~~Preferred~~of ~~Stock.~~common ~~The~~stock ~~Series “A’~~on ~~Preferred~~a ~~Stock,~~basis ~~par~~of ~~value~~20 ~~$0.001,~~old ~~will~~shares of ~~rank senior to our~~ common stock~~, carrying~~ ~~general~~for ~~voting~~1 ~~rights~~new ~~with~~share ~~the~~of common stock. atStockholders ~~the rate~~ of 62our ~~votes per~~company ~~share.~~originally ~~The~~approved ~~Series~~the ~~“A”~~reverse ~~Preferred~~stock ~~Stock~~split ~~will~~on beOctober ~~deemed~~14, ~~cancelled~~2014 ~~within~~at 1a ~~year of~~special ~~issuance~~meeting. ~~and~~The ~~are~~reverse ~~not~~stock ~~entitled~~split towas ~~share~~reviewed inand ~~dividends~~approved orfor ~~other~~filing ~~distributions.~~by SoFINRA, ~~long~~effective asFebruary ~~any~~25, ~~shares~~2015, ofand ~~Series~~we ~~“A”~~were ~~Preferred~~assigned ~~Stock~~CUSIP ~~are~~number ~~outstanding~~53680P209, ~~the~~ ~~affirmative~~effective ~~vote~~that ofsame ~~not~~date. ~~less~~Our ~~than~~authorized ~~75%~~capital ofwas ~~those~~not ~~outstanding~~affected ~~shares~~by ofthe ~~Series “A”~~reverse ~~Preferred~~stock ~~Stock will be required for any change to our Articles of Incorporation~~split.

On July 9, 2015 our board of directors approved a settlement agreement dated June 25, 2015 among our company, JDF Capital Inc., and our wholly owned subsidiary, Alta Disposal Ltd. Previously, pursuant to a General Security Agreement dated July 22, 2014, JDF Capital Inc. was granted a first ranking security interest over all current and future assets of Alta Disposal Ltd. in full guarantee of $708,000 loan to our Company. Pursuant to the Settlement Agreement, JDF Capital Inc. and its assign, Blue Citi LLC, have agreed to release and discharge their general security interest in consideration of the issuance of 130,000 shares of Series “A” Preferred Stock. 5

On ~~July~~June 1322, 2015, ~~our~~in ~~company's~~accordance with ~~directors~~our ~~approved~~Articles anof ~~increase to~~Incorporation, our ~~authorized~~Board ~~capital~~of ~~from~~Directors 2designated 250,000 of our 100,000,000 authorized shares of ~~common~~Preferred ~~stock,~~Stock ~~par~~as ~~value $0.001~~“Series toA 10Preferred Stock”,~~000,000,000~~ ~~shares of common stock,~~ par value of $0.001, ~~per~~(the ~~share and~~“Series aA ~~reverse~~Preferred”). ~~stock~~The ~~split~~Series onA aPreferred ranks ~~basis~~senior ~~of up~~ to ~~200~~our ~~old shares of~~ common stock, ~~for one~~carrying ~~(1)~~general ~~share~~voting ofrights ~~common~~with the common stock. ~~The~~at ~~increase~~the rate of ~~authorized~~62 ~~capital~~votes ~~and~~per ~~stock split~~Series ~~was~~A ~~approved~~Preferred byshare. ~~shareholders~~The onSeries ~~July 13, 2015.~~ A Preferred ~~Definitive~~will ~~Schedule~~be ~~14C was~~deemed ~~filed~~cancelled ~~with~~within ~~United~~one ~~States~~year ~~Securities~~of issuance and ~~Exchange~~are ~~Commission ("SEC") on~~not ~~August~~entitled 6,to ~~2015.~~share Onin ~~September~~dividends 9,or ~~2015,~~other wedistributions. ~~filed~~So ~~with~~long ~~the~~as ~~Nevada~~any ~~Secretary~~shares of ~~State~~Series aA ~~Certificate~~Preferred ofare ~~Amendment~~outstanding, ~~increasing~~the ~~our~~affirmative ~~authorized~~vote ~~capital from 2,000,000,000 shares~~ of ~~common~~not ~~stock,~~less ~~par~~than ~~value~~75% ~~$0.001~~of those tooutstanding ~~10,000,000,000~~ shares of ~~common stock, par value~~ of ~~$0.001~~Series ~~per~~A ~~share.~~Preferred ~~The~~will ~~reverse~~be ~~split~~required ~~became~~for ~~effective~~any ~~with the OTC~~change ~~Markets~~to atour ~~the~~Articles ~~opening~~ of ~~trading~~Incorporation. onAs ~~September~~of June 30, ~~2015.~~2017, ~~Effective~~there ~~September~~are ~~30, 2015,~~zero ~~our~~shares ~~new~~of Series ~~CUSIP~~A ~~number~~Preferred ~~is 53680P308~~outstanding.

~~Other~~On ~~than~~July as9, ~~set~~2015, ~~out~~our ~~herein,~~Board weof Directors ~~have~~approved ~~not~~a ~~been~~settlement ~~involved~~agreement indated ~~any~~June 25, 2015 among our company, ~~bankruptcy~~JDF Capital Inc., ~~receivership~~and orour ~~similar~~wholly-owned ~~proceedings~~subsidiary, ~~nor~~Alta ~~have~~Disposal weLtd. Previously, ~~been~~pursuant to a ~~party~~general tosecurity ~~any material~~agreement ~~reclassification~~dated July 22, ~~merger~~2014, ~~consolidation~~JDF Capital orInc. ~~purchase~~was orgranted ~~sale~~a first-ranking security interest over all current and future assets of Alta Disposal Ltd., in full guarantee of a $708,000 loan to our ~~significant~~Company. ~~amount~~Pursuant ofto ~~assets~~the ~~not~~settlement agreement, JDF Capital Inc. and its assign, Blue Citi LLC, agreed to release and discharge their general security interest in consideration of the ~~ordinary~~issuance ~~course~~of 130,000 shares of ~~our~~Series ~~business~~A Preferred. These shares were subsequently cancelled on December 5, 2015.

~~Our~~On ~~Current~~July ~~Business~~13, 2015, our Board of Directors approved an increase in our authorized capital from 2,000,000,000 shares of common stock, par value $0.001, to 10,000,000,000 shares of common stock, par value of $0.001 per share, and a reverse stock split on a basis of up to 200 old shares of common stock for 1 share of common stock. The increase of authorized capital and stock split was approved by shareholders on July 13, 2015. A Definitive Schedule 14C was filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2015. On September 9, 2015, we filed with the Nevada Secretary of State a Certificate of Amendment to our Articles of Incorporation increasing our authorized capital from 2,000,000,000 shares of common stock, par value $0.001, to 10,000,000,000 shares of common stock, par value of $0.001 per share. The reverse stock split was reviewed and approved for filing by FINRA, effective September 30, 2015, and we were assigned CUSIP number 53680P308, effective that same date.

WeOther ~~are~~than ~~corporation~~as ~~engaged~~set ~~principally~~out herein, we have not been involved in ~~the~~any ~~acquisition~~bankruptcy, receivership or similar proceedings, ~~exploration~~nor have we been a party to any material reclassification, ~~and~~merger, ~~development~~consolidation or purchase or sale of ~~resource~~a ~~properties.~~significant amount of assets not in the ordinary course of our business.

Disclosure Adjustments for Reverse Stock Split

On January 19, 2015, our board of directors consented to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of 20 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the ~~FINRA~~Financial ~~effective~~Industry Regulatory Authority (“FINRA”) effective February 25, 2015. Our authorized capital was not affected by the reverse stock split.

On July 13, 2015, our board of directors consented to ~~effect~~implement a reverse stock split of our issued and outstanding shares of common stock on a basis of 200 old shares of common stock for 1 new share of common stock. The reverse stock split was reviewed and approved for filing by ~~the~~ FINRA effective September 30, 2015. Our authorized capital was not affected by the reverse stock split.

In this Annual Report on Form 10-K and in the accompanying audited financial statements and notes, the above described reverse splits are reflected ~~retrospectively~~ retroactively in the descriptions of shares and warrants, and their corresponding issuance and exercise prices, except where otherwise indicated.

~~Assignment~~Our ~~Agreement~~Business ~~with Lithium Exploration VIII Ltd.~~

OnWe ~~December~~are ~~16,~~a ~~2010,~~U.S.-based ~~we entered into an assignment agreement~~exploration ~~with~~and ~~Lithium~~development ~~Exploration~~company ~~VIII~~that ~~Ltd.~~had ~~(not~~been ~~related~~focused toon ~~our~~the ~~company)~~acquisition toand ~~acquire an~~development ~~undivided~~potential ~~100%~~of ~~right,~~lithium ~~title~~brines and ~~interest~~other inprecious ~~and~~metals tothat ~~certain~~demonstrate ~~mineral permits~~high ~~located~~probability infor ~~the~~near-term ~~Province~~production. ~~of Alberta~~Currently, ~~Canada.~~the ~~Lithium~~company ~~Exploration~~is ~~VIII~~focused ~~and Golden~~on ~~Virtue~~testing ~~Resources~~the ~~Inc.~~SonCav ~~(formerly~~Technology ~~First~~for ~~Lithium~~potential ~~Resources~~use ~~Inc.)~~in ~~(not~~mining, ~~related~~oil toand gas and other ~~our~~industrial ~~company)~~applications ~~had~~in ~~entered~~the ~~into~~future. anIn ~~underlying~~addition, ~~option~~the ~~agreement~~Company ~~dated~~is ~~October~~focused 6,on ~~2010,~~the ~~which~~acquisition ~~option~~of ~~agreement~~oil and ~~interest~~gas ~~were~~related ~~assigned~~assets toin ~~our~~North ~~company~~America.

On December 31, 2012, our company entered into an amending agreement to amend an original payment requirement of the assignment agreement of CAD$100,000 due on January 1, 2013 to the following payments: 6

	•	CAD$20,000 (USD$20,000) cash payment due on January 1, 2013; and
	•	CAD$80,000 (USD$80,000) by a 15% one year promissory note starting January 1, 2013.

SonCav Technology

The ~~note~~SonCav ~~was~~technology ~~interest~~uses ~~free~~a patented ~~until~~process ~~March~~to ~~31,~~mechanically ~~2013~~induce an ultrasonic cavitation to superheat fluid. ~~After~~Our ~~March~~testing and development has historically been focused solely on water 31and crude oil, ~~2013~~but technology is expected to have many other commercial uses including mining, ~~interest~~LNG, ~~accrued~~Ethanol, onindustrial ~~the~~and ~~principal~~other ~~balance~~chemical ~~then~~uses in ~~arrears~~the pharmaceutical atindustry. A cavitation is the ~~rate~~ implosion of ~~15%~~a ~~per~~microbubble ~~annum.~~in ~~Payments~~fluid which ~~were~~causes ~~due~~an ultrasonic reaction capable of generating intense heat in a millisecond and ~~payable~~releasing byultrasonic ~~December~~soundwaves ~~31,~~that ~~2013~~have the ability to actually break molecules down in the process. ~~Further~~In a water application, the SonCav attechnology ~~any~~can ~~time,~~eliminate ~~Lithium~~toxic ~~Exploration~~organic ~~VIII~~compounds ~~and~~in ~~Golden~~brackish ~~Virtue~~water ~~could~~or ~~elect~~be used to superheat ~~convert~~fluid inducing a flash evaporation, separating suspended solids from the ~~remaining~~fluid ~~balance~~stock. ofIn an oil application, the ~~note~~induced cavitation can be used to heat an oil emulsion, separating trapped gas and ~~accrued~~water ~~interest~~in ~~into~~the ~~common~~oil ~~shares~~so ofthat ~~our~~it can ~~company~~be atsold. ~~75%~~Through ofharnessing the ~~closing~~ultrasound ~~market~~released ~~price~~by ofthe ~~our~~cavitation ~~company’s~~reaction, the ~~common~~technology ~~shares~~can onalso break the hydrocarbon chain assisting in forming new ~~election~~lighter ~~day~~hydrocarbon compounds in the same body of fluid.

OnSonCav’s ~~July~~features ~~3, 2013, Lithium Exploration VIII~~ and ~~Golden~~benefits ~~Virtue~~include: elected to convert the note and accrued interest in the combined aggregate amount of CAD$83,057.53 (USD$78,743) into common shares of our company. Pursuant to this election, we issued an aggregate of 239 shares ( on a pre-reverse split basis) of our common stock at the price of USD$330 per share.

~~Glottech~~• No combustion of natural gas, thereby limiting on-site emissions and EPA regulatory hurdles; • Lower operating cost due to more efficient heat transfer and circulation; • Ability to retrofit to any tank configuration for addition of heat to separating operation; • Lower maintenance costs and extended life due to reduction of corrosive compounds and waste build-up inside walls of tank; and • Increased volume of salable oil due to effective incorporation of carbon constituents.

OnThere ~~November~~are 8,three ~~2011,~~primary weapplications ~~entered~~for ~~into~~the aSonCav ~~letter agreement with~~technology ~~Glottech-USA.~~in ~~Pursuant to the terms of the agreement~~mining, weoil ~~were~~and ~~granted~~gas ~~an exclusive license to use~~ and ~~distribute~~other ~~the~~industrial ~~technology within the Swan Hills region of Alberta as well as a non-exclusive right to distribute the technology within Canada~~applications.

WeMining ~~previously~~Exploration ~~made~~and ~~the~~Development ~~following payments in association with the production of a working unit of Glottech-USA’s technology:~~

•The ~~$25,000~~first onis ~~March~~simply ~~21,~~assisting ~~2011~~ in cleaning ~~consideration~~up ~~for~~water-based ~~entering~~waste ~~into~~streams ~~the~~that ~~letter~~are ~~agreement~~costly ~~dated~~to ~~March~~transport ~~17,~~to ~~2011;~~a •place where ~~$75,000~~they oncan ~~May~~be ~~27,~~appropriately ~~2011~~handled inor ~~consideration~~disposed. ~~for~~The ~~continuance~~technology ofcan assist by treating the ~~March~~waste ~~17,~~on ~~2011~~site ~~agreement;~~by ~~and~~lowering •the ~~$700,000~~volume onof ~~May~~fluid ~~27,~~to ~~2011~~be indisposed ~~consideration~~and reducing ~~for~~the aenvironmental ~~licensing~~liability ~~and~~of ~~technology~~transporting ~~payment~~fluid waste as opposed to dry waste.

AsWe ~~part~~are ofpresently focused on the testing ~~November~~of 8,the ~~2011~~SonCav ~~agreement~~technology, ~~our~~but ~~officer~~as ~~and director,~~we ~~Alexander~~develop ~~Walsh~~commercial units, ~~agreed~~we expect to ~~provide~~explore ~~Glottech-USA~~opportunities ~~with~~in ~~the~~Canada ~~option,~~that ~~for~~can ~~a period~~see ofthe 12greatest ~~months~~benefit from ~~delivery~~the use of ~~the~~SonCav. ~~first~~Using ~~unit,~~the totechnology ~~acquire~~for ~~500~~the ~~shares~~extraction (of ~~our~~ ~~common~~lithium ~~stock~~and ~~currently~~other minerals ~~held~~from byexisting ~~him~~underground ,brine ~~for~~is a ~~total~~focus ~~price~~ of ~~$4,000~~our ~~($1~~mineral extraction ~~pre-reverse~~and ~~splits)~~mining goals. ~~Additionally,~~There ~~if,~~are ~~for~~many ~~any~~known ~~reason,~~areas ~~Mr.~~of ~~Walsh~~Alberta ~~failed~~that tohave mineral rich ~~deliver~~brine that is being brought to the ~~500shares~~surface in the production of ~~our~~oil ~~common~~and ~~stock~~that tois a ~~Glottech~~waste by-~~USA,~~product to the oil and gas producers. We believe we ~~agreed~~can find opportunities to ~~issue~~ use the ~~shares~~SonCav technology to treat economically viable waste streams and to generate revenue from ~~treasury~~the sale of the extracted minerals.

OnWe ~~June~~believe ~~12,~~that ~~2012,~~solution wemining for ~~filed~~potash and other valuable chlorides is also a ~~complaint~~target ~~against~~market. ~~Glottech-USA~~Solution inmining is the ~~Court~~use of ~~Common~~fresh ~~Pleas~~water ofinjection ~~Chester~~to ~~County,~~underground ~~Pennsylvania,~~salt ~~alleging~~beds ~~that~~to dissolve the ~~Glottech-USA~~salts ~~misused~~then ~~our~~bring ~~funds~~the ~~and~~brine ~~was~~solution into ~~breach~~the surface to extract the valuable minerals. In many cases, the use of ~~our~~solution ~~agreements~~mining ~~that~~is ~~called~~significantly cheaper and ~~for~~less ~~Glottech-USA~~risky tothan ~~deliver~~creating ~~one~~an ~~initial~~underground ~~unit~~mine ofusing ~~the~~elevators ~~mechanical~~and ~~ultrasound~~laborers. The SonCav technology. Wecan ~~further~~significantly ~~alleged~~reduce the pipeline expense for solution mining efforts because it enables the operator to recycle the water that ~~Glottech-USA~~is ~~was~~used in ~~financially~~the ~~insolvent~~process in lieu of disposing it and ~~unable~~ having to ~~fulfill~~bring ~~its~~in ~~promises~~fresh towater usfrom regional lakes and rivers.

OnThe ~~June~~final ~~12,~~target ~~2012,~~for weour ~~filed~~mining efforts ais ~~complaint~~to ~~with~~identify ~~the~~mining ~~Court~~operations ofacross ~~Common Pleas~~Canada ofthat ~~Chester~~have ~~County~~environmental issues, ~~Pennsylvania~~either ~~against~~in ~~Glottech~~the clean-~~USA,~~up ~~LLC,~~of ~~Eldredge,~~fluid ~~Inc., and~~waste ~~the~~streams ~~Eldredge~~or ~~Companies,~~in ~~Inc.~~areas ~~Pursuant~~where they cannot access enough fresh water to anmanage ~~unopposed~~their ~~motion,~~mining ~~the~~and ~~Eldredge~~processing ~~parties~~activities. ~~were~~These ~~dismissed~~operations ingenerally ~~October~~are ofat ~~2012.~~significant ~~The~~risk ~~complaint~~of ~~initially~~being ~~sought an~~shut ~~order~~down ofand ~~the~~represent ~~Court~~good ~~granting~~market ~~possession~~opportunities offor ~~the~~SonCav ~~initial~~to ~~unit~~potentially solve their operating problems.

Effective August 14, 2012, we entered into an option agreement with GD Glottech International to protect our license and distribution rights in the event that Glottech-USA became unable to perform and honor its obligations to us. 7

~~Pursuant~~Oil to the terms of the option agreement, we were required to provide an initial amount of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. On September 1, 2012, Glottech-USA’s license to the technology expired and ~~also~~Gas ~~on September 1, 2012, we exercised this option agreement and released the funds to GD Glottech International.~~

OnA ~~October~~central 1,application ~~2012~~of SonCav is the heating of produced crude oil before it reaches a refinery for further processing and storage and transportation. Produced oil comes out of the ground as an emulsion, wewhich ~~entered~~is ~~into~~comprised of a ~~license~~fluid ~~agreement~~that has oil, gas, and water all mixed together. Producers use a combination of gravity separation, chemical ~~sales~~separation, ~~agency~~and ~~agreement~~heat ~~with~~separation GDto ~~Glottech~~capture the three streams, ~~regarding~~with GDthe ~~Glottech~~oil ~~International’s~~and ~~proprietary~~gas being sold and ~~patented~~the ~~mechanical~~water ~~ultrasound~~being ~~technology~~disposed ~~for~~of ~~use~~generally in ~~water~~underground disposal ~~purification~~wells. inAll ~~the~~three ~~process~~ of the separation oftechniques ~~salt~~result ~~and~~in ~~other~~water ~~minerals~~falling ~~from~~to the ~~lithium~~bottom, ~~bearing~~oil ~~brine~~separating ~~produced~~in ~~from~~the ~~oil~~center, and the lighter natural gas ~~operations~~settling on top. The ~~license agreement~~most ~~and~~efficient ~~sales~~technique ~~agency~~historically ~~agreement~~has ~~expands~~been ~~and~~to ~~replaces~~speed ~~all~~up ~~prior~~the ~~agreements~~natural ~~among~~separation ~~our~~by ~~company,~~inducing GDheat ~~Glottech~~which ~~International~~forces ~~and~~the ~~Glottech-USA,~~three ~~LLC~~streams ~~regarding~~to ~~our~~separate out more ~~rights~~quickly tothan ~~use~~just ~~and~~letting ~~sell~~the gravity of the ~~mechanical~~fluids ~~ultrasound~~break ~~technology~~them apart over time. This process speeds up production rates, ~~included~~thus inallowing ~~our~~for quicker sales. ~~letter~~Chemically ofinduced ~~intent~~separation ~~dated~~has ~~November~~come 18a long way over the past 20 years and, while ~~2011~~historically it has been very expensive, ~~and~~it ~~our~~is ~~option~~becoming ~~agreement~~a ~~dated~~part ~~August~~of most oil ~~14,~~and ~~2012~~gas production to assist in the separation process.

~~Pursuant~~Traditionally to the ~~sales~~use ~~agency~~of ~~agreement~~heat wefor treating ~~were~~oil ~~appointed~~emulsion ashas been induced by the combustion of natural gas through ~~sales~~a ~~agent~~metal ~~for~~tube that runs inside of the ~~patented~~fluid ~~mechanical~~body, ~~ultrasound~~then ~~technology~~transferring ~~within~~that ~~Canada.~~heat ~~Our~~to ~~appointment~~the isfluid ~~exclusive~~thereby ~~within~~heating it and speeding up the ~~field~~separation. The heating application has been under a lot of ~~non~~scrutiny ~~petro-chemical~~in ~~mining~~recent ~~and~~years due to more ~~non-exclusive~~stringent inenvironmental ~~all~~and ~~other~~safety ~~fields~~regulations. Heating oil as part of production ~~use.~~has Inhistorically ~~consideration~~been overlooked as a cost of ~~the~~doing ~~sales~~business ~~agency~~but now, ~~rights~~due to regulation and technological advancements, weproducers ~~agreed~~are tobeing ~~issue~~forced to look GDto ~~Glottech~~other ~~International~~techniques ~~500~~in ~~common~~their ~~shares~~day to day operations. Some of ~~our~~the new ~~capital~~environmental ~~stock~~laws ~~which~~calculate ~~obligation~~emissions ~~has~~created ~~been~~from ~~satisfied~~the ~~through~~combustion ~~the~~as ~~transfer~~part toof GDa ~~Glottech~~producer’s ~~International~~carbon offootprint. ~~500~~The ~~shares~~SonCav ~~held~~technology byuses ~~our~~grid ~~officer~~electricity ~~and~~to affect ~~director,~~heat ~~Alexander Walsh.~~being Itcreated ~~was~~by the ~~explicit~~cavitation ~~intention~~reaction inside of the ~~parties~~body ~~that~~of ~~this~~fluid and ~~share~~is ~~transfer fulfills~~considered ~~the~~to ~~prior~~be ~~obligations~~zero ofemissions ~~Alexander~~in ~~Walsh~~all ~~and~~jurisdictions. ~~our~~It ~~company~~can ~~with~~also ~~respect~~be retrofitted to ~~the~~existing ~~option~~separation ~~contemplated~~infrastructure, inreducing the ~~March~~up-front ~~and~~expense incurred ~~November~~by ~~2011~~the ~~agreements with Glottech-USA~~operator.

WeThe ~~will~~storage ~~receive~~and transportation companies, also known as midstreamers, that are responsible for collecting the oil from producers and transporting it to the refineries have a ~~royalty~~very inacute ~~respect~~need for a technology like SonCav. In many regions, they are forced to circulate, heat, and add chemicals to crude oil to limit the paraffin waxes and heavier parts of ~~sales~~the hydrocarbon chain that will drop out of the ~~technology~~oil. These paraffin ~~secured~~waxes byand usheavy oil particles are expensive to remove and can cause serious issues with their tank and pipeline infrastructure. ~~The~~Most ~~term~~pipeline operators will bring the oil out of the ~~initial~~ground ~~agreement~~every ~~will~~30 beto ~~for~~40 5miles ~~years~~to ~~with~~heat the oil again ~~possibility~~before sending it on to the next terminal. This constant heating of ~~extension~~oil ifcan become ~~sales~~very ~~targets~~expensive ~~are~~and ~~achieved~~can cause them problems with emissions laws in certain jurisdictions where their only other option is to add very cost prohibitive chemicals. The SonCav technology can be used at tank farms and terminals to reduce the need for combustion of natural gas and costly chemicals.

~~Pursuant~~At to the ~~license~~drill ~~agreement~~site, ~~we obtained~~ the ~~exclusive~~SonCav ~~right~~unit tocan ~~use~~be ~~the~~installed ~~mechanical~~to ~~ultrasound~~intake ~~technology within~~ the ~~field~~oil ~~of non~~and frac-~~petro-chemical~~water ~~mining~~mixture ~~within~~as ~~the~~it ~~territory~~comes ~~of Canada. We may also sublicense~~out ~~our rights under the license in respect~~ of ~~one or more units of~~ the ~~technology to~~ground ~~any~~and ~~entity~~separate ~~operating~~it ~~within~~using ~~the field of use in which we own or beneficially own at least~~ a ~~20%~~flash ~~equity~~evaporation ~~interest~~process. GDThe ~~Glottech~~goal ~~International~~is ~~agreed~~ to ~~supply~~ usseparate ~~with~~the upsand, tochemical 5and ~~technology~~oil ~~units~~mixture ~~per 12-month period~~ from the ~~effective~~flowback ~~date~~water ~~of the~~that ~~license~~is ~~term,~~a waste ~~which~~byproduct ~~will~~in ~~start from~~ the ~~month~~fracturing ~~of delivery of the unit of the technology~~process. ~~The~~By ~~first~~doing ~~unit~~this, of the ~~technology~~fresh ~~provided~~water ~~under~~can ~~the license to~~ be ~~provided~~recycled atand noreused ~~additional~~in ~~cost~~future towell-drilling usefforts and ~~subsequent~~take ~~units~~the ~~shall~~dewatered solids beaway ~~subject~~ to ~~a fee~~be ~~based~~disposed ~~on the then current retail price~~ of ~~the units~~. IfBy wedewatering ~~sublicense~~solid ~~any of our rights~~waste, the ~~term~~trucking ofcompanies are ~~the~~hauling ~~applicable~~significantly ~~license~~less ~~will~~solid bewaste ~~for~~that 5is ~~years~~a ~~from~~significantly ~~the~~less ~~date~~risky ~~the~~product ~~applicable~~to ~~unit~~move isover ~~delivered~~the road. ~~Pursuant~~In tosome ~~the~~geographic ~~license agreement~~locations, GDthese ~~Glottech~~waste sands ~~International~~from ~~shall~~oil ~~provide~~and ~~ongoing~~gas ~~technical~~production ~~assistance~~contain ~~and~~valuable ~~training~~minerals inlike ~~respect~~lithium, magnesium, ofand ~~our~~potassium ~~use~~which ofcan ~~the~~be ~~technology~~further atprocessed ~~our~~and ~~cost~~sold.

InOther ~~consideration~~Industrial ofMarkets the license, we will pay to GD Glottech International a royalty based on the tonnage of water produced by our use of the technology in accordance with the agreement. A minimum annual royalty will be applicable. The term of the license agreement shall be for an initial period of 5 years and shall be renewable for additional terms of 5 years provided that we satisfy the minimum royalty requirements during each period.

GDIn ~~Glottech~~Canada, ~~International’s~~there ~~technology~~are ismany ~~designed to separate~~regions ~~suspended~~that ~~solids~~have ~~from~~drought ~~water~~issues ~~(brine),~~and ~~which~~struggle ~~is one step in the process that we are taking~~ to ~~produce~~provide ~~commercially~~enough ~~viable~~fresh ~~minerals.~~water ~~The technology produces~~to ~~extremely~~accommodate ~~high~~residential, ~~temperatures~~agricultural, ~~which~~industrial, ~~destroy~~and ~~organic~~oil ~~substances such as bacteria~~ and ~~other~~gas ~~toxic agents~~industry needs. WeThese ~~believe~~areas ~~that~~could GDuse ~~Glottech~~the ~~International's~~ technology ~~can~~ ~~provide~~simply ~~lower~~to ~~costs~~provide offresh ~~operation~~water ~~as well as reduced time for site clean-up~~to ~~than~~support ~~traditional~~all ~~methods~~ of ~~water~~these ~~treatment.~~needs Weby ~~anticipate~~treating ~~using~~brackish ~~this application~~water tothat ~~extract~~cannot ~~dissolved~~otherwise ~~solids like lithium, potassium, and magnesium~~be ~~from~~used. ~~oil~~The ~~field~~issues ~~brine.~~around ~~The~~drought ~~disposal~~conditions ofare ~~produced~~the water ~~(brine)~~levels ~~from~~of ~~oil~~local ~~and gas~~rivers, ~~production~~lakes, inand ~~Alberta~~underground isfresh awater ~~significant~~aquifers. ~~environmental~~Nearly ~~issue~~all ~~for~~of the ~~province~~regions ~~and~~affected ~~presents~~by athese ~~considerable~~drought ~~economic~~conditions ~~issue~~have ~~for~~shallow ~~producers.~~aquifers Weof ~~intend~~water tobut ~~use~~it ~~the technology~~has ontoo ~~our Valleyview Property in Alberta, in cooperation with oil and~~much ~~gas~~salinity ~~producers,~~ to ~~treat~~be ~~and~~used ~~dispose~~in ofmany ~~their~~necessary ~~produced~~applications. ~~water~~Regional ~~while~~facilities ~~monetizing~~could ~~the~~be ~~minerals~~put ~~that~~in ~~are~~place ~~contained~~to ~~within~~treat ~~that~~brackish ~~produced~~ water ~~stream that is being brought~~ to ~~the~~eliminate ~~surface~~some ~~during~~of the ~~oil~~toxic ~~and gas production process. As we owned the~~organic ~~MAIM~~compounds ~~(Metals~~ and ~~Industrial~~reduce ~~Minerals) claims to~~ the ~~minerals~~overall onsalinity ~~the~~to ~~Valleyview Property,~~levels ~~the~~where ~~minerals~~it ~~contained~~could inbe ~~their~~used ~~produced~~ to water ~~stream~~crops ~~fall under our rights. While we have had discussions with oil~~ and ~~gas~~potentially ~~consultants~~provide ~~and~~potable ~~oil operators~~water ~~regarding~~for ~~their~~residential ~~difficulties in treating the brine at some of their fields, we have no formal agreements in place~~needs.

The technical process is based on the use of mechanical ultrasound generated through the production of a series of cavitations. Mechanical ultrasound is a machine-produced sound of a frequency above the upper limit of the normal range of human hearing. Cavitations are the rapid formation and collapse of bubbles in liquids, caused by the movement of something such as a propeller or by waves of high-frequency sound. The production of mechanical ultrasound allows GD Glottech International’s technology to distill the fluid stock. Using mechanical ultrasound for distillation has been attempted before, but the external energy requirement needed to produce the mechanical ultrasound was far too expensive to make it commercially viable. GD Glottech International’s technology uses the energy released during the cavitations in order to make it commercially viable from an economic perspective. During these cavitations, a millisecond of energy is released. During this release, temperatures can reach 5,000 degrees centigrade. 8

OnThere ~~August~~are ~~27,~~also ~~2012,~~significant weneeds in ~~filed~~an aindustrial ~~motion~~setting to ~~amend~~clean ~~our~~up ~~complaint~~waste ~~to include~~that ~~claims~~for ofyears ~~breach~~has ofbeen ~~trust~~placed ~~and~~back into ~~fiduciary~~local ~~duty,~~rivers ~~breach~~or ofinto ~~good~~underground ~~faith~~disposal ~~and fair~~wells. ~~dealing,~~The ~~breach~~options offor ~~contract,~~expanding businesses ~~conversion~~that ofare ~~funds,~~not ~~fraud,~~grandfathered ~~and~~into ~~the~~some ~~imposition~~ of athese ~~constructive~~older ~~trust~~disposal techniques are limited. We believe that ~~this~~the ~~action~~SonCav ~~was~~unit ~~necessary~~can tosolve ~~protect~~acute waste ~~our~~issues ~~interests~~for ~~against~~these ~~possible~~industrial ~~misuse~~settings. ofEven ~~funds~~the bycompanies ~~Glottech-USA,~~that ~~LLC~~have ~~and~~licenses ~~its~~to ~~principals.~~dump Wewaste ~~will~~streams ~~also~~into ~~seek~~fresh ~~damages~~water asriver ~~appropriate.~~systems are constantly considering eliminating this practice by looking at technologies like the one that SonCav provides.

OnAcquisition ~~October 19, 2012, GD Glottech International moved to intervene as an interested party in the litigation pending against Glottech-USA. GD Glottech International cited its role as owner~~ of ~~the~~Oil ~~patents~~and asGas aAssets ~~basis for intervening in the litigation against Glottech-USA. We believe GD Glottech International’s entry into the litigation against Glottech-USA is favorable to our cause in the litigation.~~

OnOur ~~October~~current ~~22,~~oil ~~2012,~~and ~~the~~gas ~~Court~~activities ofare ~~Common~~limited ~~Pleas in Chester County, Pennsylvania, granted our motion~~ to ~~amend our complaint against Glottech-USA to add claims for fraud and damages reflective of~~ the ~~malfeasance~~ ~~which~~following: ~~we allege against Glottech-USA and its officers.~~

OnMcKean ~~December 12~~County, ~~2012,~~Pennsylvania GD Glottech International removed the management of Glottech-USA and appointed itself as the manager of Glottech-USA. On the same day, Larry Nesbit, Mark Siegel and Ron Fender filed a motion to dissolve Glottech-USA in Mississippi on the basis that Glottech-USA was unable to meet its financial obligations and could not finish or deliver the unit to us.

On ~~December~~September 199, ~~2012~~2016, anwe incorporated ~~attorney~~a ~~purportedly~~wholly-owned ~~acting~~subsidiary, onBlack ~~behalf~~ Box Energy, Inc., in the State of Nevada ~~Glottech-USA~~(“BBE”). ~~filed~~On September 9, 2016, through BBE, we entered into a ~~motion~~letter agreement with PetroChase, Inc. pursuant to which we agreed to purchase 50% of a 70% net revenue interest held by PetroChase in a certain oil and gas lease known as the ~~lawsuit~~McKean ~~pending~~County Project, located in ~~Chester~~McKean County, Pennsylvania. In consideration for the working interest, ~~seeking~~we ~~possession~~paid of$250,000 ~~the~~to ~~unit.~~PetroChase Inin ~~addition~~equal installments on September 9, ~~Glottech-USA~~2016 ~~filed~~and aSeptember 16, 2016. We were required, but ~~counterclaim~~did ~~seeking~~not ~~possession~~pay, ofan ~~the~~additional ~~unit~~$30,000 to PetroChase for management fees by December 16, 2016.

GDPursuant ~~Glottech~~to ~~International~~the ~~immediately~~letter ~~filed~~agreement, we awill ~~motion~~be entitled to ~~quash~~recoup 100% of net revenue derived from the lease until ~~Glottech-USA’s~~we ~~motion~~have ~~and~~recouped ~~for~~100% ~~sanctions~~of ~~against~~the $280,000 paid in consideration of the ~~law~~working interest. ~~firm~~The agreement provides that ~~filed~~PetroChase will serve as the operator and ~~motion~~drill contractor for the project. WeThe ~~also~~drilling ~~filed~~of aan ~~motion,~~initial ~~seeking~~well ~~disqualification~~on the property was scheduled for fall of 2016. As at the ~~law~~date ~~firm~~of ~~that~~this report, we are ~~purported~~in dispute with PetroChase regarding its failure to ~~represent~~drill ~~Glottech-USA~~a onwell in accordance with the ~~basis~~agreement, ~~that~~and ~~the~~have ~~new~~given ~~management~~PetroChase ~~for Glottech-USA~~notice ~~had~~of ~~fired~~breach ~~the~~of ~~law~~contract. ~~firm~~We have ~~and,~~therefore asindefinitely ~~such,~~postponed ~~the~~delivery ~~law~~of ~~firm~~the no$30,000 ~~longer~~management ~~had~~fee ~~authority~~until tothis ~~represent~~issue ~~Glottech-USA~~has been resolved.

~~On April 25~~Sulphur, ~~2013,~~Louisiana we attended a hearing on the motions pending in the lawsuit filed in Chester County, Pennsylvania. The Court did not rule on any of the motions and, instead, stayed the case as to Glottech-USA until December of 2013 pending the outcome of the lawsuit seeking dissolution of Glottech-USA. The matter in Pennsylvania is no longer stayed. An attorney purporting to represent Glottech-USA and the receiver appointed in Mississippi has filed motions and other documents that may move the matter forward. We have pending preliminary objections to the counterclaim, including a request for a determination of which group is in control of Glottech-USA.

~~Certain~~On ~~members~~April of13, ~~Glottech-USA~~2017, ~~continue~~BBE entered into a Joint Development and Option Agreement with White Top Oil & Gas, LLC (“White Top”), a Louisiana limited liability company (the “White Top Agreement”), under which White Top is the designee to ~~pursue~~a ~~dissolution~~funding agreement to offinance and participate in the ~~company~~completion of certain oil and gas development, exploration and operating activities on certain lands located in ~~Mississippi~~Sulphur, Louisiana (the “White Top Field”). ~~The~~Under ~~members~~the terms of ~~Glottech-USA~~the ~~who~~White ~~seek~~Top ~~dissolution~~Agreement, ~~have~~BBE ~~stated~~has inadvanced ~~court~~approximately ~~filings~~$819,000 ~~that~~to itWhite isTop ~~not~~as ~~practicable~~consideration to White Top for ~~Glottech-USA~~the option to convert those funds into a 3% gross royalty from the ~~continue~~future asrevenue anat ~~ongoing~~the ~~business~~Sulphur, Louisiana oil and gas property. InBBE ~~addition,~~also ~~Sulzer~~has ~~filed~~the right ~~suit~~to ~~against~~repayment of the advanced funds if it does not believe the revenue from ~~Glottech-USA~~the ~~Texas~~royalty ~~for~~will ~~unfulfilled~~be ~~obligations~~substantial enough. White Top’s rights to repayment of the monies received from BBE expired on August 1, 2017.

WeWhite doTop ~~not~~has ~~believe~~until ~~that~~May ~~Glottech-USA~~15, ~~has~~2018 to ~~sufficient~~acquire ~~capital~~the field in Sulphur, LA. In the interim they have the option to ~~continue~~drill asdevelopment anwells ~~ongoing~~on ~~business~~the property to prove up additional reserves in the field before completing the acquisition. WeBBE ~~have~~has ~~provided~~hired ~~full~~an ~~consideration~~independent toseismic ~~Glottech-USA~~analyst as well as a geophysical team to review the work by the White Top team and ~~complied~~is comfortable with ~~all~~how ~~other~~they ~~agreed~~are ~~upon terms~~progressing. WeUltimately ~~believe~~the ~~any~~goal is to ~~assertions~~bring ~~against~~a usSonCav technology unit to ~~lack~~the ~~merit~~field in Sulphur for onsite testing of the technology and to be used as a showroom for potential Canadian customers to see the unit in operation.

~~Given~~Research ~~pending litigation against Glottech-USA,~~ and ~~the uncertainties~~Development naturally inherent of any litigation (particularly as to outcome and timing thereof), we have moved to assure continuity of our licensing rights through entering into, and exercising, the option to contract directly with the technology inventor and patents owner, GD Glottech International. Thus, regardless of the outcome of the litigation, or indeed any action or inaction of Glottech-USA, our interest in the technology is assured.

OnWe ~~December~~currently ~~18,~~have ~~2015~~no weresearch ~~withdrew our complaint against Glottech-USA, LLC filed in the Court of Common Pleas in Chester County, Pennsylvania. Concurrently, we released Glottech –USA, LLC~~ and ~~its former~~ ~~principals,~~development ~~Mark Seigel, Larry Nesbit and Ron Fender, from any and all claims related to the complaint~~activities.

Subsequent to the litigation in Pennsylvania, Glottech-USA initiated a legal action for dissolution in Mississippi. The Company was not a party to the dissolution action in Mississippi. A court-appointed receiver for Glottech-USA recently approved a previously proposed settlement. The settlement has been recently approved by the court in Mississippi. The Company believes that the litigation in Pennsylvania produced positive outcomes that resulted in the Company's current relationship with the inventors and owners of the technology previously licensed to Gottech-USA.9

~~Alta~~Competition ~~Disposal Morinville Ltd. Acquisition~~

OnProduction ~~June~~Technology/Liquid ~~11,~~Heating ~~2013,~~Technology we entered into a letter of intent with Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) pursuant to which we agreed to acquire not less than 51% of the outstanding securities of Alta Disposal Morinville in consideration of an aggregate investment of $450,000 in Alta Disposal Morinville’s waste water disposal facility located in Morinville, Alberta. The closing of the transaction was subject to a number of conditions precedent, including but not limited to completion of due diligence and the negotiation of a definitive long form agreement.

OnThere ~~July~~are ~~29,~~many ~~2013,~~competitors in ~~anticipation of~~ the ~~completion of a formal~~ ~~agreement~~water ~~with~~treatment ~~Alta~~and ~~Disposal~~production ~~Morinville~~technology ~~embodying~~industry. ~~the~~It ~~terms~~is ~~of the letter of intent, we entered into~~ a ~~convertible~~very ~~debenture~~fragmented ~~agreement with Alta Disposal~~and ~~Morinville~~competitive ~~pursuant~~market towhere ~~which~~ we ~~agreed~~compete towith ~~deliver~~many tosmall ~~Alta~~regional ~~Disposal~~service ~~Morinville up~~providers toand ~~CAD$300,000~~a ~~(approximately~~handful ~~USD$291,000) payable in two installments~~ of ~~CAD$150,000~~ ~~deliverable~~multinational ~~respectively~~companies ~~upon~~like ~~execution~~General ~~of the convertible debenture~~Electric, ~~and~~Schlumberger ~~within 5 business days following receipt of regulatory approval~~and ~~for~~Baker ~~the re-activation of Alta Disposal Morinville’s waste water disposal facility~~Hughes. ~~Delivery~~Every application of the ~~first~~technology ~~and~~noted ~~second~~above ~~installments~~has ~~totaling~~an ~~CAD$300,000~~acute ~~have~~regional ~~been~~need. ~~satisfied~~Some ~~and the acquisition was finalized as~~ of ~~October~~these ~~18,~~needs ~~2013. The funds advanced~~ are ~~secured~~because ~~against all present and future assets and undertakings~~ of ~~Alta~~operational ~~Disposal~~logistics ~~Morinville~~ and some are ~~convertible~~created ~~at our~~by ~~option~~regulatory ~~into a number of common shares of Alta Disposal Morinville equal to 51% of its issued and outstanding voting stock~~mandates.

~~Effective~~Because ~~August~~of 1,this ~~2013~~regional dynamic, smaller wecompanies ~~entered~~are ~~into~~often able to provide a ~~joint~~more ~~venture~~specialized need for their ~~agreement~~customers, ~~with~~although ~~Alta~~these ~~Disposal~~needs ~~Morinville~~generally ~~pursuant~~do tonot ~~which~~involve ~~our~~high ~~company~~levels of technological breakthroughs. Regional service providers generally can take other “off the shelf” technologies and ~~Alta~~assemble them for a specific client’s needs. By ~~Disposal~~tailoring ~~Morinville~~a ~~will~~solution ~~operate~~for ~~certain~~a ~~lands~~client, ~~and~~smaller ~~facilities~~service ~~including~~providers can often provide better overall service for a customer and still be price competitive with the ~~disposal~~multinationals. ~~well~~Another inreason for the ~~Morinville~~fragmented ~~area~~regional ofmarket ~~Alberta~~is because many applications for which we are providing solutions have very high transportation costs that make it cost prohibitive or logistically difficult to build something and ship it more than a couple hundred miles.

OnLarger ~~October~~conglomerates ~~18,~~have substantial ~~2013,~~sales weand ~~completed~~marketing infrastructure with substantial R&D budgets which allow them to be the ~~acquisition~~leaders of ~~51%~~innovation ofin the space. This can be seen ~~outstanding~~in ~~securities~~the areas of ~~Alta~~water ~~Disposal~~treatment ~~Morinville,~~as ~~pursuant~~well toas aoil ~~letter~~and ~~of intent~~gas ~~with~~production ~~Alta~~technology development. ~~Disposal~~When ~~Morinville~~it ~~dated~~comes ~~June~~to 11innovation, ~~2013.~~these Aslarger acompanies ~~result~~dominate of the ~~share~~market ~~acquisition,~~but ~~Alta~~are ~~Disposal~~limited ~~Morinville~~by isscale ~~now~~issues. For a ~~partially~~new ~~owned~~technology ~~subsidiary~~to make a ofmeaningful ~~our~~financial ~~company~~impact ~~through~~it ~~our~~has ~~wholly~~to ~~owned~~sell ~~subsidiary,~~these ~~Alta~~new ~~Disposal~~advanced ~~Ltd~~technologies to large regional and multinational clients.

InOur ~~accordance~~competitive ~~with~~advantage ~~the~~in ~~letter of intent, we acquired, through~~both ~~our wholly owned subsidiary, Alta Disposal Ltd., 51%~~ of ~~the~~these ~~outstanding securities~~markets ofis ~~Alta~~that ~~Disposal~~we ~~Morinville~~are ~~(being~~innovating 510,000 common shares) in consideration of an aggregate investment of CDN$466,547 (approximately USD$453,204) in Alta Disposal Morinville’s waste water disposal facility located in Morinville, Alberta, where Alta Disposal Morinville holds a ~~100%~~technology ~~working interest~~that incan 17be ~~freehold mineral leases. There are currently two standing natural~~implemented ~~gas wells and one disposal well located on the leases, including water disposal facilities, tanks and equipment~~anywhere. ~~Payment~~Most of anthe ~~initial~~applications ~~CDN$300,000~~for ~~(USD$291,000) of~~ the ~~CDN$466,547~~technology ~~aggregate~~simply ~~investment~~utilize ~~was made pursuant to~~ a ~~secured~~generator ~~convertible~~that ~~debenture~~can ~~which~~be ~~has~~shipped ~~been~~anywhere ~~fully~~in ~~converted~~Canada ~~into~~then ~~common~~inserted ~~shares~~into ~~of Alta~~existing ~~Disposal Morinville~~infrastructure. ~~The~~As ~~Alta Disposal Morinville leases are subject to~~ a ~~3% gross~~smaller ~~overriding~~company, ~~royalty~~we ~~held~~have bylimited ~~Mr.~~R&D ~~Vincent~~funds ~~Murphy~~but ~~pursuant to a gross~~also ~~overriding~~have ~~royalty~~designed ~~agreement~~the ~~dated~~technology ~~June~~so ~~30,~~that ~~2013.~~we ~~The~~can ~~royalty~~sell isit ~~payable~~to onsmaller ~~all~~operators with ~~fluids~~acute ~~separated,~~needs ~~treated,~~and orstill ~~otherwise~~have ~~enhanced~~good ~~for~~financial ~~sale on the lease property~~results.

~~The~~Below ~~acquisition~~is ofa ~~Alta~~list ~~Disposal~~of ~~Morinville was completed~~existing ~~through~~technology ~~our~~that ~~wholly~~is ~~owned~~currently ~~subsidiary,~~used ~~Alta~~to ~~Disposal~~heat ~~Ltd.,~~fluids ~~which~~and ~~was~~treat ~~formed~~industrial ~~in the~~waste ~~Province~~streams. ofThese ~~Alberta~~technological ~~for~~pieces ~~the~~can ~~primary~~be ~~purpose~~used ofon ~~the~~their ~~transaction~~own ~~with~~or ~~Alta~~together ~~Disposal~~depending ~~Morinville.~~on ~~Concurrent with~~ the ~~closing~~need of the ~~acquisition,~~end ~~Alta Disposal entered into a unanimous shareholders and management agreement (the “Shareholders Agreement”) dated October 18, 2013 with Excel Petroleum Ltd~~customer. ~~(which~~ ~~holds 49% of Alta Disposal Morinville) and Alta Disposal Morinville itself.~~

~~Pursuant~~• toNatural Gas Combustion – This is where the ~~Shareholders~~combustion ~~Agreement,~~of ~~Alta~~natural ~~Disposal~~gas ~~may continue~~is used to ~~fund~~transfer ~~the~~heat ~~current~~through ~~capital~~a ~~requirements~~“fire tube” that runs through a body of ~~Alta~~fluid ~~Disposal~~which ~~Morinville~~transfers up heat to anthe ~~aggregate~~fluid. This is not a highly scientific process and is used by smaller and larger competitors. • Chemical Additives – Chemicals are used to induce separation of ~~$420~~compounds,~~000~~ inneutralize ~~consideration~~organic ofimpurities, ~~additional~~and ~~shares~~generally ofas ~~Alta Disposal~~a ~~Morinville~~catalyst atfor ~~the~~other ~~rate~~types of ~~163,250~~separation ~~shares~~or ~~(equivalent~~treatment applications. • Centrifuges – Centrifuges are used to ~~approximately 5%~~spin fluid and use the gravity of ~~Alta~~certain ~~Disposal~~compounds ~~Morinville’s~~to ~~common~~dewater ~~shares~~or separate heavier compounds from lighter ones. • Filtration Systems – Filters and reverse osmosis is also generally used in conjunction with other applications and while it is extremely expensive to replace and clean filters on a ~~diluted~~large ~~basis)~~scale ~~for~~they ~~each $105,000~~can ~~funded~~be ~~until~~built ~~Alta~~to ~~Disposal~~target ~~holds~~specific ansize ~~aggregate~~impurities as part of ~~70%~~a broader treatment set up. • Steam Circulation – Steam has been used as a recycle heat exchange tool to make other forms of ~~Alta~~heating ~~Disposal Morinville’s~~water ~~outstanding~~to ~~common~~make ~~shares~~the overall treatment more effective. IfThis ~~Alta~~is ~~Disposal~~generally ~~elects~~used in conjunction with natural gas combustion where the steam generated from the water heating is recirculated back into the system to ~~fund~~add heat and assist in separation or concentration of the ~~on-going~~ ~~capital~~fluid ~~requirements~~stock. • Gravity Separation – Gravity separation is a simple form of ~~Alta~~separation ~~Disposal~~of ~~Morinville~~oil ~~beyond~~or water where the ~~aggregate~~ heaviest compounds are dropped to the bottom and the lighter ends are siphoned off over time and is generally used in conjunction with smaller amounts of ~~$870,000,~~heat ~~any~~input ~~such~~or ~~funds~~chemical ~~advanced~~additives. by• ~~Alta~~Evaporation ~~Disposal~~– ~~will~~Evaporation beis ~~deemed~~used toin bemany ~~funds loaned~~rural byareas ~~Alta~~or ~~Disposal~~arid toclimates ~~Alta~~where ~~Disposal~~the ~~Morinville~~waste onstream can sit for a ~~non-interest~~long ~~bearing, unsecured~~period ~~bridge~~of ~~loan~~time ~~basis.~~allowing the waste stream to simply condense into a dewatered solid that can be further treated or disposed.

~~Any~~Oil ~~such funds provided to Alta Disposal Morinville will be repayable from cash flow generated by Alta Disposal Morinville. Funds loaned prior to June 30, 2014 will not be due~~ and ~~payable~~Gas ~~until~~Industry ~~June 30, 2014 and thereafter will not be due and payable until at least 6 months following the date of any such loan.~~

~~Other~~The ~~terms~~oil and natural gas industry is intensely competitive, and we compete with numerous other oil and natural gas exploration and production companies. Some of ~~the~~these ~~Shareholders~~companies ~~Agreement~~have ~~include:~~substantially greater resources than we have. Not only do they explore for and produce oil and natural gas, but also many carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis. The operations of other companies may be able to pay more for exploratory prospects and productive oil and natural gas properties. They may also have more resources to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit.

• the board of directors of Alta Disposal Morinville will consist of 3 directors including 2 nominees of Alta Disposal and 1 nominee of Excel. • Alexander Walsh will serve as chairman of the board of directors, president and chief executive officer of Alta Disposal Morinville. • Approval of the shareholders holding not less than 60% of Alta Disposal Morinville shares will be required to remove or appoint officers of Alta Disposal Morinville. • Unanimous approval of the shareholders will be required in order to (i) effect capital alterations; (ii) declare dividends except following the completion of a fiscal year end and on a pro-rata basis to all shareholders; or (iii) wind-up; dissolve; or reorganize the corporation or sell or lease substantially all of its assets. • Alta Disposal will otherwise have sole discretion and authority in respect of any and all management and operational decisions relating to the corporation.10

•Our ~~Each~~larger ~~shareholder~~or integrated competitors may be better able to absorb the burden of ~~Alta~~existing, ~~Disposal~~and ~~Morinville~~any changes to federal, state, and local laws and regulations than we can, which would adversely affect our competitive position. Our ability to discover reserves and acquire additional properties in the future will ~~have~~be adependent ~~right~~upon ofour ~~first~~ability and ~~refusal~~resources to ~~purchase~~evaluate ~~all~~and ~~shares~~select ~~sought~~suitable properties and to consummate transactions in this highly competitive environment. In addition, we may be ~~sold~~at bya disadvantage ~~the~~in producing oil and natural gas properties and bidding for exploratory prospects, because we have fewer and limited financial and human resources than other ~~shareholder~~companies in our industry. •Should ~~Customary~~a ~~restrictions~~larger onand ~~the~~better financed ~~encumbrance~~company decide to directly compete with us, and ~~disposition~~be ofsuccessful ~~shares~~in its efforts, our business could be adversely affected.

The ~~Shareholders~~market ~~Agreement~~for ~~additionally~~oil ~~provides~~and ~~for the~~natural ~~engagement~~gas ofthat ~~Valeura~~will ~~Energy~~be ~~Inc.~~produced asfrom ~~the~~our ~~operator~~properties ofdepends ~~Alta~~on ~~Disposal~~factors ~~Morinville’s~~beyond our ~~lands~~control, ~~wells,~~including the ~~facilities,~~extent ~~pipelines~~of ~~and~~domestic ~~disposal~~production ~~wells~~and ~~pursuant~~imports toof ~~an operating~~oil ~~agreement between Alta Disposal Morinville~~ and natural ~~Valeura dated July 9~~gas, ~~2013.~~ ~~Valeura~~the ~~was~~proximity toand ~~retain~~capacity ~~a 10% working interest in Alta Disposal Morinville’s lands until completion~~ of ~~the~~pipelines ~~initial work on the disposal well project~~ and ~~will re-convey~~other ~~that interest to Alta Disposal Morinville provided that Alta Disposal~~transportation ~~Morinville~~facilities, ~~has~~demand ~~paid~~for ~~Valeura~~oil aand ~~cash~~natural ~~payment of $2~~gas,~~500~~ ~~per~~the ~~month~~marketing ~~for acting as operator~~ of ~~the~~competitive ~~disposal well~~ fuels and the ~~lands~~effects ~~and upon payment~~ of anstate ~~amount~~and ~~of $10,000~~federal ~~to Valeura upon completion of the project~~regulation. The ~~disposal~~oil ~~well~~and ~~work~~natural gas ~~program~~industry ~~must~~also becompetes ~~mutually~~with ~~approved~~other byindustries ~~Alta~~in ~~Disposal~~supplying ~~Morinville~~the energy and ~~Valeura. Alta~~fuel ~~Disposal~~requirements ~~Morinville~~of ~~will~~industrial, becommercial ~~responsible for all costs~~ and ~~expenses~~individual ~~relating to the work program~~consumers.

~~Effective~~Our ~~September~~oil 4,production ~~2015,~~is ~~our~~expected ~~company~~to be ~~entered~~sold ~~into~~at anprices ~~Asset Purchase~~tied ~~Agreement~~to ~~with~~the ~~Cancen~~spot ~~Oil~~oil ~~Canada~~markets. ~~whereby~~Our wenatural gas production is expected to be sold ~~all~~under ~~right,~~short-term ~~title~~contracts and ~~interest~~ priced based on first of ~~Alta~~the month ~~Disposal~~index ~~Morinville~~prices ~~Ltd~~or on daily spot market prices. ~~assets~~We ~~for~~rely ~~total~~on ~~purchase~~our ~~price~~operating partners ofto market and sell our production. Our operating partners include a ~~CAD$10~~variety of exploration and production companies,~~000~~ ~~(approximately~~from ~~USD$7~~large publicly-traded companies to small,~~531~~ privately-owned companies.~~25)~~ We do not believe the loss of any single operator would have a material adverse effect on our company as a whole.

~~Tero~~Intellectual ~~Oilfield~~Property ~~Services Ltd. Acquisition (and Disposition)~~

OnWe ~~August~~own ~~20,~~the ~~2013,~~trademark we“Lithium Exploration ~~entered~~Group” ~~into~~for athe ~~letter~~use of ~~intent~~mining ~~with Tero~~exploration, ~~Oilfield Services Ltd.~~namely, alithium exploration ~~private company~~services, ~~pursuant~~in toclass ~~which~~42 ~~Tero~~(U.S. ~~agreed~~CLS. ~~to sell~~100 upand to101). ~~75%~~The ofregistration number ~~the~~is ~~issued~~4,075,565 and ~~outstanding~~was ~~common~~registered ~~shares~~on ofDecember ~~Tero~~20, to2011. ~~our company~~We indo ~~exchange~~not ~~for~~have ~~payment~~any other inintellectual ~~the amount of $1,500,000~~property.

OnGovernment ~~March~~Approvals ~~1, 2014, Alta Disposal Ltd., our wholly-owned subsidiary, entered into a share purchase agreement with Tero~~ and ~~Garry~~Regulations Hofmann, the sole shareholder of Tero. Pursuant to the agreement, Mr. Hofmann agreed to sell and we agreed to purchase 50% of the issued and outstanding common shares of Tero (the “Tero Shares”) in exchange for an aggregate of CAD$1,000,000. As part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr. Hofmann by way of a promissory note.

~~Additionally,~~Regulations ~~Alta~~Pertaining ~~Disposal, Tero and Mr. Hofmann entered into an option agreement entitling Alta Disposal~~ to ~~purchase~~Our upMining toOperations ~~an additional 25% of the issued and outstanding common shares of Tero from Mr. Hofmann exercisable at a price of $500,000 for a period of one year.~~

~~Lastly~~Any operations at our lithium properties will be subject to various federal and state laws and regulations in Canada which govern prospecting, ~~Alta~~development, ~~Disposal~~mining, ~~Tero~~production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and Mrother matters. ~~Hofmann~~We ~~entered~~will ~~into~~be required ato obtain those licenses, permits or other authorizations currently ~~shareholders’~~required ~~agreement~~to ~~concerning~~conduct ~~any~~exploration ~~potential~~and ~~financing~~other byprograms. ~~the~~There ~~shareholders~~are no current orders ofor ~~Tero~~directions ~~for~~relating ~~the~~to ~~benefit~~us ofor ~~Tero’s~~to ~~operations.~~our ~~This~~lithium ~~agreement~~properties ~~provides~~with ~~that~~respect to the ~~shareholders~~foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of ~~Tero~~our proposed operations, ~~Alta~~costs ~~Disposal~~associated ~~and~~with minimizing ~~Mr.~~surface ~~Hofmann~~impact, ~~may~~water bytreatment ~~unanimous~~and ~~resolution~~protection, reclamation ~~advance~~activities, toincluding ~~Tero~~rehabilitation of various sites, ~~upon~~on-going ~~demand~~efforts byat alleviating ~~Tero,~~the ~~such~~mining ~~funds~~impact on wildlife and permits or bonds as may be required ~~determined~~to ~~specified~~ensure our compliance with applicable regulations. It is possible bythat ~~unanimous~~the ~~resolution,~~costs ~~subject~~and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints affecting our properties that would preclude the ~~agreement~~economic development or operation of property in Canada.

~~Tero~~Regulations ~~was~~Pertaining a family owned waste disposal company. The waste disposal facility had been under the same ownership since it began operations in 1997. In 2002, Tero successfully reclassified the original Class II well to ~~a Class~~Our IBOil ~~disposal well~~ and ~~expanded~~Gas ~~the capabilities of the facility to handle~~Operations solid waste disposal. The facility is located near Wardlow, Alberta and is right in the heart of the area's oil and gas producers. The nearest competing commercial disposal companies are 75 kilometers away which presents Tero’s facility with a large geographical advantage.

OnOur ~~September~~operations ~~15,~~are ~~2014,~~subject ~~Northern Hunter Energy Inc. entered into a conveyance agreement with Tero dated June 1, 2014. Pursuant~~ to ~~this agreement,~~ ~~Northern~~various ~~Hunter Energy will transfer a 10% working interest in certain assets of the Morinville~~rules, ~~Alberta~~regulations ~~property,~~and ~~which~~limitations ~~was~~impacting ~~previously acquired from Valeura, to Tero effective June 1, 2014 for~~ the ~~sum~~oil ofand ~~$10,000.~~natural ~~As of the date of this~~gas ~~report,~~exploration ~~the transfer has not been completed~~ and ~~the~~production ~~sum~~industry ofas ~~$10,000 has not been paid~~whole.

On May 1, 2015, Alta Disposal entered into a share purchase agreement with Natel Hofmann and Tero Oilfield Services Ltd. for the sale of the Tero Shares by Alta Disposal to Ms. Hofmann in consideration of an aggregate of $300,000. As at April 29, 2015, the purchase price was paid in full. 11

~~Loans~~Regulation of ~~Our~~Oil ~~Company~~and Natural Gas Production

~~Since~~Our ~~March~~oil ~~2014~~and natural gas exploration, ~~our~~production ~~company~~and ~~has~~related ~~received~~operations ~~various~~are ~~loans~~subject ~~from~~to extensive rules ~~unrelated~~and ~~third~~regulations ~~party~~promulgated ~~that~~by ~~are~~federal, ~~listed~~state, ~~below~~tribal and local authorities and agencies. ~~These~~For ~~loans~~example, ~~are~~certain ~~convertible~~states ~~into~~such as North Dakota and Montana require ~~shares~~permits offor ~~our~~drilling ~~company~~operations, ~~pursuant~~drilling bonds and reports concerning operations and impose other requirements relating to the ~~terms~~exploration and production of ~~the~~oil ~~loan~~and ~~agreements~~natural gas. InSuch states may also have statutes or regulations addressing conservation matters, including provisions for the ~~descriptions~~unitization ~~below~~or pooling of ~~the~~oil ~~loans~~and natural gas properties, the ~~issuance~~location of ~~common~~wells, the ~~shares~~method ~~pursuant~~of todrilling and casing wells, the surface use and restoration of ~~conversion~~properties upon which wells are drilled, the sourcing and disposal of ~~debt~~water ~~pursuant~~used in tothe ~~convertible~~process ~~promissory~~of ~~notes~~drilling, completion and abandonment, the ~~issuance~~establishment of ~~common~~maximum ~~shares~~rates ~~pursuant~~of toproduction from wells, and the ~~exercise~~regulation of ~~warrants~~spacing, ~~transactions~~plugging and ~~are~~abandonment aof onsuch awells. ~~post~~The effect of these regulations is to limit the ~~reverse~~amount ~~stock~~of ~~split~~oil ~~basis.~~and ~~These~~natural ~~adjustments~~gas ~~include~~that ~~our~~producers ~~first~~can ~~reverse~~produce ~~share~~from their wells and to ~~split~~limit ~~approved~~the onnumber ~~January~~of 19wells or the locations at which they can drill. Moreover, both ~~2015~~states ~~(20~~impose ~~old~~a ~~shares~~production ofor ~~common~~severance ~~stock~~tax ~~for~~with ~~one~~respect ~~(1)~~to the production ~~new~~and ~~share~~sale of ~~common stock)~~oil, natural gas and natural gas liquids within their jurisdictions. Failure to comply with any such rules and regulations can result in substantial penalties. The regulatory burden on the oil and natural gas industry will most likely increase our ~~second~~cost ~~reverse~~of ~~stock~~doing ~~split~~business ~~approved~~and bymay affect our profitability. ~~board~~Because ofsuch ~~directors~~rules onand ~~July~~regulations 13are frequently amended or reinterpreted, ~~2015~~we are ~~(200~~unable ~~old~~to ~~shares~~predict the future cost or impact of ~~common~~complying ~~stock~~with ~~for~~such ~~one~~laws ~~(1)~~in ~~new~~the ~~share~~areas ofin ~~common~~which ~~stock)~~we operate. ~~All~~Significant ~~the~~expenditures ~~loans~~may be required to comply with governmental laws and regulations and may have a material adverse effect on our financial condition and results of operations. Additionally, currently ~~convertible~~unforeseen ~~promissory~~environmental ~~notes~~incidents may occur or past non-compliance with environmental laws or regulations may be discovered. Therefore, ~~and~~we are ~~warrants~~unable ~~include~~to ~~terms~~predict the future costs or impact of compliance. Additional proposals and proceedings that ~~make~~affect ~~them~~the ~~subject~~oil toand natural gas industry are regularly considered by Congress, the ~~share~~states, ~~splits~~the Federal Energy Regulatory Commission (“FERC”) and the courts. We cannot predict when or whether any such proposals may become effective.

~~Loan~~Regulation ~~Agreements~~of ~~with~~Transportation ~~JDF~~of ~~Capital~~Oil ~~Inc.~~

~~$500~~Sales of crude oil,~~000~~ ~~Loan~~condensate and ~~from~~natural ~~JDF~~gas ~~Capital~~liquids are not currently regulated and are made at negotiated prices. Nevertheless, Congress could reenact price controls in the future. Future sales of crude oil will be affected by the availability, terms and cost of transportation. The transportation of oil by common carrier pipelines is also subject to rate and access regulation. The FERC regulates interstate oil pipeline transportation rates under the Interstate Commerce Act. In general, interstate oil pipeline rates must be cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances. Effective January 1, 1995, the FERC implemented regulations establishing an indexing system (based on inflation) for transportation rates for oil pipelines that allows a pipeline to increase its rates annually up to a prescribed ceiling, without making a cost of service filing. Every five years, the FERC reviews the appropriateness of the index level in relation to changes in industry costs. On December 17, 2015, the FERC established a new price index for the five-year period which commenced on July 1, 2016.

OnIntrastate ~~March~~oil ~~15, 2014, we entered into a securities purchase~~pipeline ~~agreement~~transportation ~~with~~rates ~~JDF,~~are ~~pursuant~~subject to ~~which~~regulation ~~JDF~~by ~~provided~~state usregulatory ~~with an aggregate investment of $500,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants~~commissions. ~~We issued JDF a 10%~~ ~~original~~The ~~issue~~basis ~~discount~~for ~~convertible~~intrastate ~~promissory~~oil ~~note~~pipeline ~~of $550~~regulation,~~000~~ ~~due September 15, 2015~~ and ~~convertible into common shares on a cashless basis at a price per share of 35% of~~ the ~~lower~~degree of ~~lowest closing bid price of our common shares~~regulatory ~~during~~oversight ~~the~~and ~~prior~~scrutiny 20given ~~trading days prior~~ to 1)intrastate ~~the~~oil ~~date~~pipeline ofrates ~~the~~varies ~~purchase~~from ~~agreement~~state orto 2)state. ~~the~~Insofar ~~day~~as ofeffective ~~the~~interstate ~~notice~~and ~~for~~intrastate ~~conversion.~~rates ~~The~~are ~~note bears interest, in arrears,~~equally atapplicable ~~a rate per annum equal~~ to ~~fifteen~~all ~~percent~~comparable ~~(15%) accruing on a semi-annual basis commencing March 15~~shippers, ~~2014~~we inbelieve ~~cash~~that ~~or restricted shares of our company’s common stock, par value $0.001 per share at~~ the ~~option~~regulation of ~~the holder. The fair~~oil ~~value~~transportation ofrates ~~the~~will ~~note~~not ataffect ~~issuance~~our ~~was~~operations ~~$846,154.~~in ~~During~~any ~~the~~way ~~year~~that ~~ended~~is ~~June 30, 2016~~of ~~and~~material ~~2015,~~difference anfrom ~~interest~~those ~~expense~~ of ~~$Nil~~our ~~and~~competitors ~~$6,279~~who ~~respectively,~~are ~~was~~similarly ~~accrued in respect of the note~~situated.

InFurther, ~~addition~~interstate onand intrastate ~~March~~common ~~15,~~carrier ~~2014,~~oil wepipelines ~~issued~~must anprovide ~~aggregate~~service ofon ~~4,583~~a ~~warrants~~non-discriminatory tobasis. ~~JDF~~Under inthis ~~consideration~~open ~~for~~access ~~purchasing~~standard, ~~the~~common ~~note.~~carriers ~~Subject to~~must ~~adjustments,~~offer ~~these~~service ~~warrants~~to ~~were~~all ~~convertible~~similarly ~~into~~situated ~~common~~shippers ~~shares~~requesting atservice aon ~~price~~the ofsame ~~$240.00~~terms and ~~expire~~under ~~after~~the asame ~~term of three years~~rates. InWhen ~~the~~oil ~~case~~pipelines ~~that~~operate ~~after~~at ~~six~~full capacity, ~~months~~access ~~there~~ is nogenerally ~~registration~~governed ~~statement~~by ~~available~~pro-rationing ~~for~~provisions ~~the~~set ~~resale~~forth ofin ~~our common~~the ~~shares~~pipelines’ ~~from~~published ~~exercising~~tariffs. ~~of these warrants~~Accordingly, ~~the~~we ~~warrants~~believe ~~may~~that beaccess ~~exercised~~to ~~on a~~oil ~~cashless~~pipeline ~~basis~~transportation atservices agenerally ~~price~~will asbe ~~set~~available ~~out~~to inus ~~the~~once ~~warrant. These warrants were~~we ~~cancelled~~commence onrevenues ~~September~~to ~~19, 2016 in consideration for~~ the ~~issuance~~same ofextent ~~a convertible~~as ~~promissory note pursuant~~ to anour ~~Exchange~~similarly ~~Agreement~~situated ~~with JDF Capital Inc~~competitors. ~~dated September 19, 2016.~~

~~Pursuant~~Regulation toof aTransportation ~~partial sale~~ and ~~assignment~~Sales ~~agreement dated February 27, 2015 among our company, JDF Capital Inc. and River North Equity, LLC, JDF Capital assigned $100,000 portion~~ of ~~the~~Natural ~~March 15, 2014 note to River~~Gas ~~North Equity.~~

OnHistorically, ~~March~~the ~~30,~~transportation and ~~2015,~~sale ~~our~~for ~~directors~~resale ~~approved~~of annatural ~~amendment~~gas toin ~~the note.~~interstate Wecommerce ~~amended~~has ~~and~~been ~~restated~~regulated aby the ~~$50,000~~FERC ~~portion~~under the Natural Gas Act of ~~the~~1938 ~~$550~~(“NGA”),~~000~~ ~~note,~~the ~~into~~Natural aGas ~~new~~Policy Act ~~promissory~~of ~~note~~1978 to(“NGPA”) LGand ~~Capital~~regulations ~~Funding~~issued ~~LLC,~~under inthose ~~the~~statutes. ~~amount~~In ofthe ~~$50~~past,~~000~~ ~~to provide~~the ~~conversion~~federal ~~features~~government ~~equal~~has toregulated ~~50% of~~ the ~~lowest~~prices ~~closing~~at ~~price~~which ofnatural ~~the~~gas ~~last~~could 20be sold. ~~trading~~While ~~days~~sales ~~prior~~by toproducers ~~conversion,~~of asnatural ~~well~~gas ascan ~~10%~~currently ~~per~~be ~~annum~~made ~~interest~~at ~~and~~market ~~become~~prices, ~~due~~Congress ~~and~~could ~~payable~~reenact ~~one~~price ~~year~~controls ~~after~~in the ~~issuance date~~future.

~~The $400,000 portion of the March 15, 2014 convertible promissory note held by JDF Capital has been fully converted into shares of our common stock.~~ 12

ToOnshore ~~date~~gathering services, wewhich occur ~~have~~upstream ~~issued~~of ~~the~~FERC ~~following~~jurisdictional ~~securities~~transmission inservices, ~~conversion~~are regulated by of the states. Although the ~~$100~~FERC has set forth a general test for determining whether facilities perform a non-jurisdictional gathering function or a jurisdictional transmission function,~~000~~ ~~portion~~the ofFERC’s determinations as to the classification ~~March~~of 15facilities is done on a case-by-case basis. State regulation of natural gas gathering facilities generally includes various safety, environmental ~~2014~~and, ~~convertible~~in ~~promissory~~some ~~note~~circumstances, ~~held~~nondiscriminatory take requirements. Although such regulation has not generally been affirmatively applied by ~~River~~state agencies, ~~North~~natural ~~Equity:~~gas gathering may receive greater regulatory scrutiny in the future.

•Intrastate Onnatural ~~April~~gas transportation ~~23,~~and ~~2015,~~facilities weare ~~issued~~also 32subject to regulation by state regulatory agencies,~~360~~ ~~common~~and ~~shares~~certain attransportation aservices ~~deemed~~provided ~~price~~by ofintrastate $0pipelines are also regulated by FERC.24 ~~per~~The ~~share~~basis for ~~promissory~~intrastate ~~note~~regulation of natural gas transportation and ~~interest~~the ~~conversion~~degree of ~~$7,766~~regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar •as Onsuch ~~April~~regulation ~~28,~~within ~~2015,~~a weparticular ~~issued~~state ~~39,303~~will ~~common~~generally ~~shares~~affect atall intrastate natural gas shippers within the state on a ~~deemed~~comparable ~~price~~basis, we believe that the regulation of ~~$0.20~~similarly ~~per~~situated ~~share~~intrastate ~~for~~natural ~~promissory~~gas transportation ~~note~~in any states in which we operate and ~~interest~~ship ~~conversion~~natural ofgas ~~$7,860.~~on •an intrastate Onbasis ~~April~~will ~~30,~~not ~~2015,~~affect weour ~~issued~~operations ~~48,584~~in ~~common~~any ~~shares~~way atthat ais ~~deemed~~of ~~price~~material difference from those of $0our competitors.15 ~~per~~Like ~~share~~the ~~for~~regulation ~~promissory~~of ~~note~~interstate transportation ~~and~~rates, ~~interest~~the ~~conversion~~regulation of $7intrastate transportation rates affects the marketing of natural gas that we produce,~~288~~ as well as the revenues we receive for sales of our natural gas.

•Environmental OnMatters May 5, 2015, we issued 73,637 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $9,573. • On May 8, 2015, we issued 78,892 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $6,311. • On May 13, 2015, we issued 111,138 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $8,891. • On May 15, 2015, we issued 160,565 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $11,239. • On May 22, 2015, we issued 166,802 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $11,676. • On September 11, 2015, we issued 434,084 common shares at a deemed price of $0.03 per share for promissory note conversion of $13,022. • On September 18, 2015, we issued 486,623 common shares at a deemed price of $0.02 per share for promissory note conversion of $9,732.

OnOur ~~November~~operations ~~11,~~and ~~2015~~properties ~~the~~are subject ~~balance~~to ~~note~~extensive ofand $6changing federal,~~639~~ ~~along~~state ~~with~~and local laws and regulations ~~interest~~relating ofto $5environmental protection,~~681~~ ~~totaling~~including tothe ~~$12~~generation,~~320~~ ~~was~~storage, handling, ~~assigned~~emission, transportation and discharge of materials into the environment, and relating to ~~VES~~safety ~~Trust~~and ~~whereas~~health. ~~all~~The ofrecent trend in ~~the~~environmental ~~accompanying~~legislation ~~warrants~~and ~~remain~~regulation ~~unconverted~~generally is toward stricter standards, and ~~outstanding~~this trend will likely continue. These laws and regulations may:

On• require ~~March 3, 2015, JDF Capital, LG Capital Funding, LLC and our company agreed to assign an aggregate of $50,000 from~~ the ~~note~~acquisition of ~~JDF~~a ~~Capital to~~permit LGor ~~Capital~~other ~~and~~authorization tobefore ~~amend~~construction ~~the~~or ~~conversion~~drilling ~~price~~commences toand ~~equal~~for tocertain other ~~50%~~activities; ~~of the lowest~~ ~~closing~~• limit ~~price~~or ofprohibit ~~the~~construction, drilling ~~our~~and ~~common~~other ~~stock~~activities ~~for~~on ~~the~~certain ~~last~~lands 20lying ~~trading~~within ~~days~~wilderness ~~prior~~and toother ~~conversion,~~protected asareas; ~~well~~and ~~as 10% per annum interest. The terms of this note were not~~ ~~amended~~• impose insubstantial ~~the~~liabilities ~~assignment. As at the date of this report, we have made the~~for ~~following~~pollution ~~issuances~~resulting offrom ~~common~~its ~~stock~~operations. ~~in conversion of this convertible note:~~

•The Onpermits ~~April~~required ~~20,~~for ~~2015,~~our operations wemay ~~issued~~be ~~25,922~~subject ~~common~~to ~~shares~~revocation, atmodification aand ~~deemed~~renewal ~~price~~by ~~of $0~~issuing authorities.39 ~~per~~Governmental ~~share~~authorities ~~for~~have ~~promissory~~the ~~note~~power ~~and~~to ~~interest~~enforce ~~conversion of $10~~their regulations,~~109.~~ •and Onviolations ~~May~~are ~~27,~~subject ~~2015,~~to wefines ~~issued~~or ~~102~~injunctions,~~839~~ ~~common~~or ~~shares at a deemed price of $0~~both.07 ~~per~~Given our ~~share~~limited ~~for~~operations ~~promissory~~to ~~note and interest conversion of $7~~date,~~198.~~ •management Onbelieves ~~June~~that ~~3, 2015,~~ we ~~issued~~are ~~issued~~in ~~222,506~~compliance with ~~common~~current ~~shares~~applicable atenvironmental alaws ~~deemed price of $0.04 per share for promissory note~~ and ~~interest conversion of $8~~regulations,~~900.~~ •and Onhave ~~June~~no ~~15,~~material commitments ~~2015, we issued 218,089 common shares at a deemed price of $0.04 per share~~ for ~~promissory~~capital ~~note~~expenditures ~~and~~to ~~interest~~comply ~~conversion~~with ofexisting ~~8,723~~environmental requirements. ~~• On May 1~~Nevertheless, ~~2015,~~changes wein ~~issued~~existing ~~53,741~~environmental ~~common~~laws ~~shares at a deemed price of $0.15 per share for promissory note~~ and regulations ~~interest~~or ~~conversion~~in ofinterpretations ~~$8,061.~~thereof •could Onhave ~~July~~a ~~10,~~significant ~~2015,~~impact weon ~~issued 201~~our company,~~465~~ ~~common~~as ~~shares~~well atas athe ~~deemed~~oil ~~price of $0.04 per share for promissory note~~ and ~~interest~~natural ~~conversion~~gas ofindustry ~~$7,800~~in general.

AsThe Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes impose strict, joint and several liability on owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites. It is not uncommon for the ~~date~~neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of ~~this~~“solid ~~report~~waste” and “hazardous waste” and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from its definition of “hazardous substance,” ~~there~~state ~~remains~~laws noaffecting ~~balance~~our operations may impose ~~payable~~clean-up ~~pursuant~~liability relating to petroleum and petroleum related products. In addition, although RCRA classifies certain oil field wastes as “non-hazardous,” such exploration and production wastes could be reclassified as hazardous wastes thereby making such wastes subject to more stringent handling and disposal requirements. Recent regulation and litigation that has been brought against others in the ~~note~~industry under RCRA concern liability for earthquakes that were allegedly caused by injection of oil field wastes.

~~$200,000 Loan from JDF Capital~~13

OnThe ~~March~~Endangered 3Species Act (“ESA”) seeks to ensure that activities do not jeopardize endangered or threatened animal, ~~2014~~fish and plant species, wenor ~~entered~~destroy ~~into~~or amodify ~~securities~~the ~~purchase~~critical ~~agreement~~ habitat ~~with~~of ~~JDF~~such ~~Capital~~species. Under ESA, ~~Inc~~exploration and production operations, as well as actions by federal agencies, may not significantly impair or jeopardize the species or its habitat. ESA provides for criminal penalties for willful violations of ESA. Other statutes that provide protection to animal and plant species and that may apply to our operations include, ~~pursuant~~but are not necessarily limited to, ~~which~~the ~~JDF~~Fish ~~Capital~~and ~~agreed~~Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act. Given our limited operations to date, management believes that ~~provide~~ we usare in compliance with ancurrent ~~aggregate~~applicable ~~investment~~environmental oflaws ~~$220~~and regulations,~~000~~ although any change in ~~consideration~~these statutes or any reclassification of a species as endangered could subject our company (directly or indirectly through our ~~issuance~~ operating ofpartners) ~~convertible~~to ~~promissory~~significant ~~notes~~expenses ~~and~~to ~~common~~modify ~~share~~our ~~purchase~~operations ~~warrants.~~or could force discontinuation of certain operations altogether.

On ~~March~~April 317, ~~2014~~2012, ~~JDF~~the ~~Capital~~U.S. Environmental ~~funded~~Protection anAgency ~~aggregate~~(the ~~investment~~“EPA”) ~~of $200,000~~finalized torules ~~us.~~proposed ~~Therefore~~on July 28, 2011 wethat ~~issued~~establish ~~JDF~~new ~~Capital~~air anemission ~~original~~controls ~~issue~~under ~~discount~~the ~~10%~~Clean Air Act (“CCA”) ~~convertible~~for ~~promissory~~oil ~~note~~and ofnatural ~~$220,000~~gas ~~due~~production ~~September~~and 3natural gas processing operations. Specifically, ~~2014~~the ~~and~~EPA’s ~~convertible~~rule package includes New Source Performance Standards ~~into~~(“NSPS”) ~~common~~for ~~shares~~the onoil aand ~~cashless~~natural ~~basis~~gas atsource acategory ~~price~~to ~~per~~address ~~share~~emissions of sulfur ~~50%~~dioxide and volatile organic compounds (“VOCs”) and a separate set of emission ~~the~~standards ~~lower~~to address hazardous air pollutants frequently associated ofwith ~~lowest~~oil ~~closing~~and ~~bid~~natural ~~price~~gas ofproduction ~~our~~and ~~common~~processing ~~shares~~activities. ~~during~~On August 5, 2013, the ~~prior~~EPA 20issued ~~trading days~~final ~~prior~~updates to 1)its ~~the~~2012 ~~date~~VOC ofperformance ~~the~~standards ~~purchase~~for storage ~~agreement~~tanks. orThe 2)rules ~~the~~establish ~~day~~specific ofnew ~~the~~requirements ~~notice~~regarding emissions from compressors, dehydrators, storage tanks and other production equipment. In addition, the rules revise leak detection requirements for ~~conversion~~natural gas processing plants. ~~The~~These ~~convertible~~rules ~~note~~may ~~was~~require ~~later~~a ~~assigned~~number of modifications to ~~Blue~~the operations ~~Citi~~of our third-party operating partners, ~~LLC~~including onthe installation of ~~March~~new ~~19,~~equipment ~~2014~~to control emissions from compressors.

~~During~~On September 18, 2015, the ~~year~~EPA proposed ~~ended~~to ~~June~~further ~~30,~~amend ~~2015,~~the ~~$220,000~~NSPS ~~(June~~for ~~30,~~the ~~2014~~oil and natural gas source category to set standards for methane and VOC emissions from new and modified oil and gas production sources and natural gas-processing and transmission sources. These ~~$Nil)~~regulations inwere ~~face~~finalized ~~value~~and ofpublished in the ~~note~~Federal ~~including~~Register ~~interest~~on ~~was~~June ~~fully~~3, 2016. ~~converted~~Although we cannot predict the cost to ~~49,640~~comply with these new requirements ~~(June~~at 30this point, ~~2014~~compliance -with ~~Nil)~~these ~~common~~new ~~shares~~rules ~~pursuant~~could toresult ~~the~~in ~~following~~significant costs, ~~issuances~~including ofincreased capital expenditures and operating costs, and could ~~common~~adversely ~~shares:~~impact our business.

OnThese ~~September~~new 3,regulations ~~2014,~~and proposals weand ~~issued~~any ~~125~~other ~~common~~new ~~shares~~regulations atrequiring athe ~~deemed price~~installation of ~~$40.00~~more sophisticated ~~per~~pollution ~~share~~control ~~for~~equipment ~~promissory~~could ~~note~~have ~~and~~a ~~interest~~material ~~conversion~~adverse ofimpact on $5our business,~~000~~ results of operations and financial condition.

OnThe ~~September~~Federal 15Water Pollution Control Act of 1972, ~~2014~~or the Clean Water Act (the “CWA”), weimposes ~~issued~~restrictions and 1controls on the discharge of produced waters and other pollutants into navigable waters. Permits must be obtained to discharge pollutants into state and federal waters and to conduct construction activities in waters and wetlands. The CWA and certain state regulations prohibit the discharge of produced water,~~396~~ ~~common~~sand, ~~shares~~drilling atfluids, adrill cuttings, sediment and certain ~~deemed~~other ~~price~~substances related to the oil and gas industry into certain coastal and offshore waters without an individual or general National Pollutant Discharge Elimination System discharge permit. In addition, the Clean Water Act and analogous state laws require individual permits or coverage under general permits for discharges of ~~$20~~storm water runoff from certain types of facilities.20 Some ~~per~~states ~~share~~also maintain groundwater protection programs that require permits for ~~promissory~~discharges ~~note~~or operations that may impact groundwater conditions. Costs may be associated with the treatment of wastewater and/or ~~interest~~developing ~~conversion~~and implementing storm water pollution prevention plans. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of oil and other pollutants and impose liability on ~~$28~~parties responsible for those discharges,~~200~~ for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

OnThe ~~September~~underground ~~24,~~injection ~~2014,~~of oil and natural gas wastes are regulated by the Underground Injection Control program authorized by the Safe Drinking Water Act. The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluids from the injection zone into underground sources of drinking water. Substantially all of the oil and natural gas production in which we ~~issued~~have ~~2,273~~interest ~~common~~is ~~shares~~developed from atunconventional asources that require hydraulic fracturing as part of the ~~deemed~~completion ~~price~~process. Hydraulic fracturing involves the injection of ~~$11~~water, sand and chemicals under pressure into the formation to stimulate gas production.00 Legislation ~~per~~to ~~share~~amend the Safe Drinking Water Act to repeal the exemption for hydraulic ~~promissory~~fracturing ~~note~~from the definition of “underground injection” and ~~interest~~require federal ~~conversion~~permitting and regulatory control of hydraulic fracturing, as well as ~~$25~~legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process,~~000~~ were proposed in recent sessions of Congress. The U.S. Congress continues to consider legislation to amend the Safe Drinking Water Act to address hydraulic fracturing operations.

~~On October 2, 2014, we issued 1,136 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $12,500.~~14

OnScrutiny ~~October~~of ~~13,~~hydraulic ~~2014~~fracturing activities continues in other ways. The federal government is currently undertaking several studies of hydraulic fracturing’s potential impacts. Several states, weincluding ~~issued~~Montana 2and North Dakota,~~670~~ ~~common~~have ~~shares~~also atproposed aor ~~deemed~~adopted ~~price~~ legislative or regulatory restrictions on hydraulic fracturing. A number of municipalities $8in other states, including Colorado and Texas, have enacted bans on hydraulic fracturing.80 ~~per~~New ~~share~~York ~~for~~State’s ~~promissory~~ban ~~note~~on hydraulic fracturing was recently upheld by the Courts. In Colorado, the Colorado Supreme Court has ruled the municipal bans were preempted by state law. We cannot predict whether any other legislation will ever be enacted and ~~interest~~if ~~conversion~~so, what its provisions would be. If additional levels of ~~$23~~regulation and permits were required through the adoption of new laws and regulations at the federal or state level,~~500~~ which could lead to delays, increased operating costs and process prohibitions that would materially adversely affect our potential for revenue and results of operations.

OnThe ~~October~~National ~~20,~~Environmental ~~2014,~~Policy Act we(“NEPA”) ~~issued~~establishes 2a national environmental policy and goals for the protection,~~778~~ ~~common~~maintenance ~~shares~~and atenhancement of the environment and provides a process ~~deemed~~for implementing these goals within federal agencies. A major federal ~~price~~agency action having the potential to significantly impact the environment requires review under NEPA. Many of $7the activities of our third-party operating partners are covered under categorical exclusions which results in a shorter NEPA review process.20 ~~per~~The ~~share~~Council ~~for~~on ~~promissory~~Environmental ~~note~~Quality has announced an intention to reinvigorate NEPA reviews and ~~interest~~on ~~conversion~~March of12, ~~$20~~2012,~~000~~ issued final guidance that may result in longer review processes that could lead to delays and increased costs that could materially adversely affect our potential for revenues and results of operations.

OnClimate ~~October~~Change ~~21, 2014, we issued 2,500 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $15,000.~~

OnSignificant ~~October~~studies ~~27,~~and ~~2014,~~research have webeen ~~issued~~devoted 5to climate change,~~000~~ ~~common~~and ~~shares~~climate atchange has developed into a major ~~deemed~~political issue in the United States and globally. Certain research ~~price~~suggests ofthat $6greenhouse gas emissions contribute to climate change and pose a threat to the environment.00 ~~per~~Recent ~~share~~scientific ~~for~~research ~~promissory~~and ~~note~~political debate has focused in part on carbon dioxide and ~~interest~~methane ~~conversion~~incidental ofto ~~$30,000~~oil and natural gas exploration and production.

In the United States, legislative and regulatory initiatives are underway to limit greenhouse gas (“GHG”) emissions. The U.S. Congress has considered legislation that would control GHG emissions through a “cap and trade” program and several states have already implemented programs to reduce GHG emissions. The U.S. Supreme Court determined that GHG emissions fall within the federal Clean Air Act, or the CAA, definition of an “air pollutant.” In response, the EPA promulgated an endangerment finding paving the way for regulation of GHG emissions under the CAA. In 2010, the EPA issued a final rule, known as the “Tailoring Rule,” that makes certain large stationary sources and modification projects subject to permitting requirements for greenhouse gas emissions under the Clean Air Act. On ~~November~~June 423, 2014, wethe ~~issued~~U.S. Supreme 4Court in Utility Air Regulatory Group v. EPA held that the EPA’s “Tailoring Rule” was invalid,~~348~~ ~~common~~but ~~shares~~held atthat if a ~~deemed~~source was subject to ~~price~~Prevention of $4Significant Deterioration (“PSD”) or Title V based on emissions of conventional pollutants like sulfur dioxide, particulates, nitrogen dioxide, carbon monoxide, ozone or lead, then the EPA could also require the source to control GHG emissions and the source would have to install Best Available Control Technology to do so.60 ~~per~~As ~~share~~a ~~for~~result, ~~promissory~~a ~~note~~source no longer is required to meet PSD and ~~interest~~Title ~~conversion~~V ofpermitting ~~$20~~requirements based solely on its GHG emissions,~~000~~ but may still have to control GHG emissions if it is an otherwise regulated source.

On ~~December~~February 423, 2014, weColorado became ~~issued~~the 7first state in the nation to adopt rules to control methane emissions from oil and gas facilities. On June 3,~~500~~ ~~common~~2016, ~~shares~~EPA atissued athree ~~deemed~~final rules that ~~price~~were intended to curb emissions of $2methane, VOCs and toxic air pollutants such as benzene from new, reconstructed and modified oil and gas sources.40 ~~per~~These ~~share~~new regulations ~~for~~include ~~promissory~~leak ~~note~~detection and ~~interest~~repair ~~conversion~~provisions, ofand ~~$18~~may require controls to reduce methane emissions from certain oil and gas facilities. To the extent our third party operating partners are required to further control methane emissions,~~000~~ such controls could impact our business.

~~On December 5, 2014, we issued 6,818 common shares at a deemed price of $2.20 per share for promissory note and interest conversion of $~~15~~,000.~~

In addition, in September 2009, the EPA issued a final rule requiring the reporting of GHGs from specified large GHG emission sources in the United States beginning in 2011 for emissions in 2010. On ~~December~~November 830, ~~2014~~2010, wethe ~~issued~~EPA 6published a final rule expanding its existing GHG emissions reporting to include onshore and offshore oil and natural gas systems beginning in 2012. Our third party operating partners are required to report their greenhouse gas emissions under these rules. Because regulation of GHG emissions is relatively new,~~667~~ further regulatory, legislative and judicial developments are likely to occur. Such developments may affect how these GHG initiatives will impact us. Moreover, while the U.S. Supreme Court held in its June 2011 decision American Electric Power Co. v. Connecticut that, with respect to claims concerning GHG emissions, the federal common ~~shares~~law atof anuisance ~~deemed~~was ~~price~~ displaced by the federal Clean Air Act, the Court left open the question of whether $1tort claims against sources of GHG emissions alleging property damage may proceed under state common law.80 ~~per~~There ~~share~~thus remains some litigation risk for such ~~promissory~~claims. ~~note~~Due ~~and~~to ~~interest~~the ~~conversion~~uncertainties surrounding the regulation of ~~$12~~and other risks associated with GHG emissions,~~000~~ we cannot predict the financial impact of related developments on us.

OnLegislation ~~December~~or 9,regulations ~~2014,~~that may webe ~~issued~~adopted ~~6,429~~to ~~common~~address ~~shares~~climate atchange acould ~~deemed~~also affect the markets for our ~~price~~products by making our products more or less desirable than competing sources of energy. $1To the extent that our products are competing with higher greenhouse gas emitting energy sources, our products would become more desirable in the market with more stringent limitations on greenhouse gas emissions.40 ~~per~~To ~~share~~the ~~for~~extent ~~promissory~~that our ~~note~~products ~~and~~are ~~interest~~competing ~~conversion~~with oflower $9GHG emitting energy sources such as solar and wind,~~000~~ our products would become less desirable in the market with more stringent limitations on greenhouse gas emissions. We cannot predict with any certainty at this time how these possibilities may affect our operations.

~~There~~The ismajority noof ~~outstanding~~scientific studies ~~balance~~on ~~payable~~climate inchange ~~respect~~suggest ofthat stronger storms may occur in the ~~note~~future asin ofthe areas where we operate, although the ~~date~~scientific ofstudies ~~this~~are ~~report~~not unanimous. Although operators may take steps to mitigate physical risks from storms, no assurance can be given that future storms will not have a material adverse effect on our business.

InSubsidiaries addition on March 3, 2014, we issued an aggregate of 1,000 warrants to JDF Capital in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $200 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

OnWe ~~September~~have 4,two ~~2014~~wholly-owned subsidiaries, 25Alta ~~warrants~~Disposal ~~were~~Ltd. ~~exercised~~(“Alta ~~for~~Disposal”) ~~146~~and ofBlack ~~our~~Box Energy, Inc. ~~common~~(“Black ~~shares~~Box atEnergy”), and a ~~deemed~~51% ~~price~~owned subsidiary, Alta Disposal Morinville Ltd. (“ADM”). Alta Disposal was incorporated in the province of ~~$456~~Alberta, Canada on July 8, 2011. This subsidiary was formed to stake MAIM (Metallic and Industrial Mineral) rights in ~~accordance~~Alberta ~~with~~which subsequently lapsed or were sold. Black Box Energy was incorporated on September 9, 2016 in the ~~terms~~State of Nevada for the ~~agreement~~purposes of acquiring a 50% working interest in the McKean County Project. ADM (formerly Blue Tap Resources, Inc.) is an Alberta, Canada corporation. On September 4, 2015, we sold substantially all of the assets, business and undertaking of ADM.

OnEmployees September 19, 2016 we entered into an Exchange Agreement with JDF Capital Inc. pursuant to which we issued to JDF Capital a convertible promissory note with a face value of $140,000 in consideration for the cancellation of 700 share purchase warrants issued to JDF Capital on March 3, 2014. The cancelled warrants were exercisable on a cashless basis and had a fair value of approximately $140,000 upon cancellation. The convertible promissory note has a maturity dated of September 19, 2017, bears interest of 8% per year, and is convertible at a price equal to 65% of the lowest closing bid price of our common stock occurring during the twenty trading days immediately preceding September 19, 2016, or immediately preceding the notice of conversion.

~~$600~~As of June 30,~~000~~ ~~Loan~~2017, ~~from~~we ~~JDF~~had ~~Capital~~2 full-time employees. We intend to hire additional staff and to engage consultants in general administration on an as-needed basis. We also may engage experts in general business to advise us in various capacities.

On August 6, 2014, we entered into a securities purchase agreement with JDF dated July 22, 2014 pursuant to which we issued to JDF a convertible promissory note in the aggregate principal amount of $708,000, which amount includes the purchase price of $600,000 plus 18 months prepaid interest at the rate of 12% per annum. The convertible note has a maturity date of January 22, 2016 and is convertible in whole or in part into shares of our common stock at price per share equal to 65% of the lowest reported sale price of our common shares during the 20 trading days prior to July 22, 2014 ($160.00) or prior to the applicable conversion date. Our company will have the option to prepay the note within 60 days subject to a 10% penalty, within the subsequent 60 days subject to a 20% penalty, or anytime thereafter prior to maturity subject to a 30% penalty. The purchase price of the promissory note is payable in six installments beginning upon the effective date of the agreement (which amount has been paid) and monthly thereafter beginning on August 22, 2014. The promissory note is secured in first position against all assets of our subsidiary, Alta Disposal Ltd., pursuant to a general security agreement between Alta Disposal and JDF. On May 19, 2016 JDF Capital Inc. signed an extension of the maturity of the note due January 22, 2016. The note now matures on January 22, 2017 with the same terms and conditions. 16

AsITEM additional consideration for the proceeds of the convertible note, we issued to JDF Capital warrants exercisable for 5 years to purchase up to 4,200 shares of our common stock at an exercise price of $1601A.00 ~~per~~RISK ~~share, subject to cashless exercise provisions.~~ FACTORS

ToYou ~~date,~~should wecarefully ~~have~~consider ~~issued~~the risks described below together with all of the ~~following~~other information included in our public filings before making an investment decision with regard to our securities. The statements contained in ~~conversion~~or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following ~~August~~events 6described in these risk factors actually occurs, ~~2014~~our ~~convertible~~business, financial ~~promissory~~condition ~~note:~~or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Moreover, additional risks not presently known to us or that we currently deem less significant also may impact our business, financial condition or results of operations, perhaps materially. For additional information regarding risk factors, see Item 1 – “Forward-Looking Statements.”

• On June 2, 2015, we issued 144,231 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $7,500. • On June 5, 2015, we issued 220,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $10,010. • On June 10, 2015, we issued 275,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $12,512. • On July 8, 2015, we issued 125,000 common shares at a deemed price of $0.04 per share for promissory note conversion of $4,875. • On July 21, 2015, we issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion of $9,750. • On July 29, 2015, we issued 298,269 common shares at a deemed price of $0.04 per share for promissory note conversion of $11,633. • On September 18, 2015, we issued 475,000 common shares at a deemed price of $0.03 per share for promissory note conversion of $12,350. • On March 30, 2016, we issued 450,000 common shares at a deemed price of $0.14365 per share for promissory note conversion of $6,464.25 • On April 4, 2016 the Company issued 650,000 common shares at a deemed price of $0.026 per share for promissory note conversion and interest conversion of $16,900.00. • On April 13, 2016 the Company issued 775,000 common shares at a deemed price of $0.00975 per share for promissory note conversion and interest conversion of $7556.25. • On April 19, 2016 the Company issued 850,000 common shares at a deemed price of $0.00975 per share for promissory note conversion $8,287.50. • On April 22, 2016 the Company issued 1,100,000 common shares at a deemed price of $0.00975 per share for promissory note conversion $10,725.00. • On April 28, 2016 the Company issued 1,500,000 common shares at a deemed price of $0.0065 per share for promissory note conversion $9,750.00. • On April 29, 2016 the Company issued 1,700,000 common shares at a deemed price of $0.00494 per share for promissory note conversion $8,398.00.17

	•	On May 9, 2016 the Company issued 2,500,000 common shares at a deemed price of $0.001625 per share for promissory note conversion $4,062.50.
	•	On May 11, 2016 the Company issued 3,500,000 common shares at a deemed price of $0.00975 per share for promissory note conversion $3,412.50.

Risks Related to Our Business

AsWe athave ~~the~~a ~~date~~limited ofoperating history ~~this~~and ~~report,~~as ~~$185,314~~a ~~remains~~result ~~unconverted~~there ~~and~~is no assurance we can operate on a profitable ~~outstanding~~basis.

OnWe ~~March~~have 9,a ~~2015~~limited operating history, ~~JDF Capital~~ and ~~Blue~~our ~~Citi~~operations ~~PR,~~will ~~LLC~~be ~~agreed~~subject to all the uncertainties arising ~~assign~~from anthe ~~aggregate~~absence of ~~$100,000~~a ~~from~~significant ~~the~~operating ~~convertible~~history. ~~promissory~~Potential ~~note~~investors should be aware of ~~JDF Capital~~the ~~(that~~difficulties ~~was~~normally ~~issued~~encountered by ~~our~~resource ~~company)~~exploration companies toand ~~Blue~~the ~~Citi~~high PRrate ~~LLC~~of failure of such enterprises. OnThe ~~June~~likelihood 22of success must be considered in light of the problems, ~~2016~~expenses, ~~Blue~~ ~~Citi~~difficulties, complications ~~LLC~~and ~~signed~~delays anencountered ~~extension~~in ofconnection with the ~~maturity~~exploration of the properties ~~note~~that ~~due~~we ~~January~~plan 22to undertake. These potential problems include, but are ~~2016~~not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The ~~note~~expenditures ~~now~~to ~~matures~~be made onby ~~January~~us ~~22,~~in ~~2017~~the ~~with~~exploration of our properties may not result in the ~~same~~discovery of ~~terms~~reserves. ~~and~~Problems such as unusual or unexpected formations of rock or land and other conditions. Asare atinvolved in resource exploration and often result in unsuccessful exploration efforts. If the ~~date~~results of ~~this~~our ~~report~~exploration do not reveal viable commercial reserves, we ~~have~~may ~~issued~~decide ~~the~~to ~~following~~abandon our claims and ~~securities~~acquire innew ~~conversion~~claims for new exploration or cease operations. The acquisition of additional claims will be dependent upon us possessing capital resources at the time ~~promissory~~in ~~note:~~order to purchase such claims. If no funding is available, we may be forced to abandon our operations. There can be no assurance that we will be able to operate on a profitable basis.

•If ~~On April 22, 2015,~~ we ~~issued~~do ~~14,793~~not ~~common~~continue ~~shares~~to obtain atadditional ~~a deemed price of $0.34 per share for promissory note and interest conversion $5~~financing,~~000.~~ •our Onbusiness ~~April~~will ~~30,~~fail ~~2015, we issued 45,000 common shares at a deemed price of $0.17 per share for promissory note~~ and ~~interest~~our ~~conversion~~investors ~~$7.605.~~could •lose their ~~On May 7, 2015, we issued 75,000 common shares at a deemed price of $0~~investment.09 per share for promissory note and interest conversion $6,825. • On May 12, 2015, we issued 89,011 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $8,100. • On May 13, 2015, we issued 125,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $9,750. • On April 22, 2016 the Company issued 256,410 common shares at a deemed price of $0.00975 per share for promissory note conversion $2,500.00. • On April 28, 2016 the Company issued 1,214,575 common shares at a deemed price of $0.0076 per share for promissory note conversion $6,000.00.On April 29, 2016, the Company issued 769,231 common shares at a deemed price of $0.0065 per share for promissory note conversion $5,000.00.

AsWe athad cash in the ~~June~~amount 30of $33,136 ~~2016,~~and ~~there~~working ~~remains~~capital adeficiency ~~balance~~(current liabilities exceeding current assets) of $106,~~220~~934,640 as of the year ended June 30, 2017. We currently do not ~~unconverted~~generate ~~and~~much ~~payable~~revenue ~~pursuant~~from our operations. Any direct acquisition of a claim under lease or option is subject to our ability to obtain the ~~note~~financing necessary for us to fund and carry out exploration programs on potential properties. OnThe ~~March~~requirements ~~25,~~are ~~2016~~substantial. ~~Blue~~Obtaining ~~Citi,~~additional ~~LLC~~financing ~~agreed~~would tobe ~~assign~~subject anto ~~aggregate~~a number of ~~$39~~factors,~~000~~ ~~from~~including ~~the~~market ~~convertible~~prices ~~promissory~~for ~~note~~resources, investor acceptance of our properties and investor sentiment. These factors may ~~Blue~~negatively ~~Citi~~affect the timing, ~~LLC~~amount, ~~(that~~terms ~~was~~or ~~assigned~~conditions byof ~~JDF~~any ~~Capital)~~additional financing available to ~~APG~~us. ~~Capital~~The ~~Holdings.~~most Aslikely atsource of future funds presently available to us is through the ~~date~~sale of ~~this~~equity ~~report~~capital, weconvertible ~~have~~loans ~~issued~~or other ~~the~~equity-linked ~~following~~ securities. inAny ~~conversion~~ sale of ~~the~~share ~~promissory~~capital ~~note:~~will result in dilution to existing shareholders.

OnRisks ~~April~~Related 4,to ~~2016,~~Our ~~the~~Mineral ~~Company~~Exploration ~~issued~~Business ~~160,043 common shares at a deemed price of $0.0126 per share for promissory note conversion and interest conversion of $2,016.54.~~

OnBecause ~~April~~of 5,the ~~2016,~~speculative nature ~~the~~of ~~Company~~exploration ~~issued~~of ~~227~~mineral properties,~~770~~ ~~common~~we ~~shares~~may atnever discover a ~~deemed~~commercially ~~price~~exploitable quantity of ~~$0.011~~minerals, ~~per~~our ~~share~~business ~~for~~may ~~promissory~~fail ~~note~~and investors ~~conversion~~may ~~and~~lose ~~interest conversion~~their ofentire ~~$2,505~~investment.~~47.~~

OnWe ~~April~~are 7in the very early exploration stage and cannot guarantee that our exploration work will be successful, ~~2016~~or that any minerals will be found, or that any production of minerals will be realized. The search for valuable minerals as a business is extremely risky. Substantial investment will be required to move our company toward the ~~Company~~production ~~issued~~of ~~267~~minerals. This may require bringing in a partner to make the necessary investment,~~396~~ ~~common~~but ~~shares~~there are no plans at athis time for any form ~~deemed~~of ~~price~~partnership or merger. We can provide investors with no assurance that exploration on our properties will establish that commercially exploitable reserves of $0minerals exist on our property.~~0075~~ ~~per~~Additional ~~share~~potential ~~for~~problems ~~promissory~~that may ~~note~~prevent ~~conversion~~us from discovering any reserves of minerals on our property include, but are not limited to, unanticipated problems relating to exploration and ~~interest~~additional costs and expenses that may exceed current estimates. If we are ~~conversion~~unable to establish the presence of $2commercially exploitable reserves of minerals on our property,~~005~~ our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.~~47.~~

OnWe ~~April~~have ~~13,~~no ~~2016,~~known ~~the~~mineral reserves ~~Company~~and ~~issued~~we ~~669~~may not find any lithium and,~~222~~ ~~common~~even ~~shares~~if atwe find lithium, it may anot ~~deemed~~be ~~price~~in ofeconomic $0quantities.~~0075~~ ~~per~~If ~~share~~we ~~for~~fail ~~promissory~~to ~~note~~find ~~conversion~~any ~~and~~lithium ~~interest~~or if we are ~~conversion~~unable ofto $5find lithium in economic quantities,~~019~~ we will have to suspend operations.~~17.~~

OnWe ~~April~~have 14no known mineral reserves. Additionally, ~~2016~~even if we find lithium in sufficient quantity to warrant recovery, ~~the~~it ~~Company~~ultimately ~~issued~~may ~~803~~not be recoverable. Finally,~~725~~ ~~common~~even ~~shares~~if atany alithium ~~deemed~~is ~~price~~recoverable, ofwe ~~$0.0075~~do ~~per~~not ~~share~~know ~~for~~that ~~promissory~~this ~~note~~can ~~conversion~~be ~~and~~done ~~interest~~at a profit. Failure to locate lithium in ~~conversion~~economically ofrecoverable ~~$6,027~~quantities will cause us to suspend operations.~~94.~~

~~On April 19, 2016, the Company issued 1,041,960 common shares at a deemed price of $0.0075 per share for promissory note conversion $7,744.70.~~ 18

OnSupplies ~~April~~needed ~~22,~~for exploration ~~2016,~~may ~~the~~not ~~Company~~always ~~issued~~be ~~1,140,474~~available. ~~common~~If ~~shares at~~we aare ~~deemed~~unable ~~price~~to ofsecure ~~$0.0075~~exploration supplies ~~per~~we ~~share~~may ~~for~~have ~~promissory~~to ~~note~~delay ~~conversion~~our ~~$8,553~~anticipated business operations.~~56.~~

OnCompetition ~~May~~and 2,unforeseen limited ~~2016,~~sources ~~the~~of ~~Company~~supplies ~~issued~~needed ~~1,514,380~~for ~~common~~our ~~shares~~proposed atexploration awork could ~~deemed~~result ~~price~~in occasional spot shortages of $0supplies of certain products, equipment or materials.~~002~~ ~~per~~There ~~share~~is ~~for~~no ~~promissory~~guarantee ~~note~~we ~~conversion~~will $3be able to obtain certain products,~~028~~ equipment and/or materials as and when needed, without interruption, or on favorable terms.76 Such delays could affect our anticipated business operations and increase our expenses.

AsBecause atof the ~~June~~unique difficulties ~~30,~~and ~~2016,~~uncertainties ~~there~~inherent ~~remains~~in amineral ~~balance~~exploration ~~of $2~~ventures,~~286 unconverted~~ ~~and~~we ~~payable~~face a ~~pursuant~~high torisk ~~the~~of ~~note~~business failure.

OnPotential ~~April~~investors ~~19,~~should ~~2016,~~be aware ~~JDF~~of ~~Capital~~the ~~agreed~~difficulties tonormally ~~assign~~encountered anby ~~aggregate~~new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of ~~$50,000~~success ~~from~~must be considered in light of the ~~convertible~~problems, ~~promissory~~expenses, ~~note~~difficulties, complications and delays encountered in connection with the exploration of ~~JDF~~the mineral ~~Capital~~properties (that ~~was~~we ~~issued~~plan byto undertake. These potential problems include, ~~our~~but ~~company)~~are not limited to, ~~Toledo~~unanticipated ~~Advisors~~problems ~~LLC~~relating to exploration, and additional costs and expenses that may exceed current estimates. AsThe expenditures atto be made by us in the ~~date~~exploration of ~~this~~the ~~report,~~mineral weclaim ~~have~~may not ~~issued~~result in the ~~following~~discovery ~~securities~~of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in ~~conversion~~mineral ofexploration and often result in unsuccessful exploration efforts. If the ~~promissory~~results ~~note:~~of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.

•The Onmarketability ~~April 20, 2016 the Company issued 750,000 common shares at a deemed price~~ of ~~$0.0075~~natural resources ~~per~~will ~~share~~be ~~for~~affected ~~promissory~~by ~~note~~numerous ~~conversion~~factors ~~$5,625.00.~~beyond •our ~~On May 2~~control, ~~2016~~which ~~the~~may result ~~Company~~in ~~issued~~us ~~1,000,000~~not ~~common~~receiving ~~shares~~an atadequate areturn ~~deemed~~on ~~price~~invested ofcapital ~~$0.002~~to ~~per~~be profitable ~~share~~or ~~for promissory note conversion $2,000~~viable.~~00.~~ • On May 3, 2016 the Company issued 2,000,000 common shares at a deemed price of $0.002 per share for promissory note conversion $4,000.00. • On May 4, 2016 the Company issued 2,302,321 common shares at a deemed price of $0.00145 per share for promissory note conversion $3,338.37. • On May 5, 2016 the Company issued 3,500,000 common shares at a deemed price of $0.00125 per share for promissory note conversion $4,375.00. • On May 9, 2016 the Company issued 5,500,000 common shares at a deemed price of $0.00115 per share for promissory note conversion $6,325.00. • On May 9, 2016 the Company issued 6,100,000 common shares at a deemed price of $0.00075 per share for promissory note conversion $4,575.00 • On May 10, 2016 the Company issued 6,600,000 common shares at a deemed price of $0.00075 per share for promissory note conversion $4,950.00. • On May 11, 2016 the Company issued 6,000,000 common shares at a deemed price of $0.00075 per share for promissory note conversion $4,500.00. • On May 12, 2016 the Company issued 7,900,000 common shares at a deemed price of $0.0065 per share for promissory note conversion $5,135.00. • On May 13, 2016 the Company issued 9,717,385 common shares at a deemed price of $0.00055 per share for promissory note conversion $5,109.30.

OnThe ~~February~~marketability 1of natural resources, ~~2016~~which may be acquired or discovered by us, ~~JDF~~will ~~Capital~~be ~~agreed~~affected toby numerous ~~assign~~factors anbeyond ~~aggregate~~our control. These factors include market fluctuations in lithium pricing and demand, the proximity and capacity of ~~$70~~natural resource markets and processing equipment,~~500~~ ~~from~~governmental regulations, land tenure, land use, regulation concerning the ~~convertible~~importing ~~promissory~~and ~~note~~exporting of ~~JDF~~mineral ~~Capital~~resources ~~(that~~and environmental ~~was~~protection ~~issued~~regulations. The exact effect of these factors cannot bybe ~~our~~accurately ~~company)~~predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to ~~Vigere~~be ~~Capital~~profitable or viable.

OnExploration ~~April~~and 1,production activities ~~2016,~~are ~~JDF~~subject ~~Capital~~to ~~agreed~~certain toenvironmental ~~assign~~regulations, anwhich ~~aggregate~~may ofprevent ~~$50,000~~or ~~from~~delay the ~~convertible~~commencement ~~promissory~~or ~~note~~continuation of toour ~~APG Capital~~operations.

AsIn atgeneral, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the ~~June~~costs 30of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, ~~2016~~we may be subject to legislation regarding emissions into the environment, ~~there~~water discharges ~~remains~~and astorage ~~balance~~and disposition of ~~$67~~hazardous wastes.00 In addition, ~~unconverted~~legislation has been enacted which requires well and ~~payable~~facility ~~pursuant~~sites to be abandoned and reclaimed to the ~~note~~satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

~~Loan~~Any ~~Agreement~~change ~~with~~to ~~JMJ~~government regulation/administrative ~~Financial~~practices may have a negative impact on our ability to operate and our profitability.

OnThe ~~February~~business ~~13,~~of ~~2013, we entered into a securities purchase~~mineral ~~agreement~~exploration ~~with~~and ~~JMJ~~development ~~Financial.~~is ~~Pursuant~~subject to ~~the~~substantial ~~terms~~regulation ofunder ~~the agreement, our~~various ~~company~~countries’ ~~will~~laws ~~also~~relating ~~enter~~to ~~into~~the aexploration ~~convertible~~for, ~~promissory~~and ~~note in~~ the ~~principal amount~~development, ~~of $1~~upgrading,~~100~~ marketing,~~000~~ ~~(for consideration of up to $1~~pricing,~~000,000),~~ ~~of which $100~~taxation,~~000 shall~~ beand ~~paid~~transportation ~~to our company upon closing~~ of ~~the~~mineral ~~convertible~~resources ~~promissory note~~ and arelated ~~common~~products ~~stock~~and ~~purchase~~other ~~warrant~~matters. ~~for~~Amendments ~~the purchase of up~~ to ~~135~~current ~~shares~~laws ofand ~~our~~regulations ~~common~~governing ~~stock~~operations atand anactivities ~~exercise price~~ of ~~$740~~mineral ~~for~~exploration aand ~~period of five years. The~~development ~~convertible~~operations ~~promissory~~could ~~note shall~~ have a ~~maturity~~material ~~date~~adverse ofimpact ~~February~~on ~~13,~~our ~~2016~~business. ~~The~~In addition, ~~remainder~~there ~~of the convertible debenture~~ can be ~~drawn~~no ~~down~~assurance onthat byincome ~~mutual~~tax ~~agreement from~~laws, ~~JMJ~~royalty ~~Financial~~regulations and government ~~our~~incentive ~~company.~~programs Onrelated ~~July~~to ~~13,~~the ~~2016,~~properties ~~JMJ~~and ~~Financial~~the ~~signed an~~mineral ~~extension~~exploration ofindustry ~~the~~generally ~~maturity~~will ofnot ~~the~~be ~~note~~changed ~~due~~in ~~February~~a ~~13,~~manner ~~2016.~~which ~~The~~may ~~note now~~adversely ~~matures~~affect onour ~~October~~progress ~~13,~~and ~~2016~~cause ~~with~~delays, ~~the~~inability ~~same~~to ~~terms~~explore and ~~conditions~~develop or abandonment of these interests.

~~As at the date of this report, we have made the following issuances of common stock in conversion of the February 13, 2013 note:~~ 19

•Permits, ~~On August 13~~leases, ~~2013~~licenses, weand approvals ~~issued~~are ~~396~~required ~~common~~from ~~shares~~a atvariety aof ~~deemed~~regulatory ~~price~~authorities at various stages of ~~$294~~exploration and development.00 ~~per~~There ~~share~~can ~~for~~be ~~promissory~~no ~~note~~assurance that the various government permits, leases, licenses and ~~interest~~approvals ~~conversion~~sought will be granted in respect of ~~$116~~our activities or,~~550~~ if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions, which may adversely affect our exploration and development activities.

•If ~~On November 11, 2013,~~ we ~~issued~~are ~~347~~unable ~~common~~to ~~shares~~hire ~~at a deemed price of $168.00 per share for promissory note~~ and retain ~~interest~~key ~~conversion of $58~~personnel,~~275.~~ ~~• On December 4, 2013,~~ we ~~issued~~may ~~359~~not ~~common~~be ~~shares~~able atto aimplement ~~deemed~~our ~~price~~business ~~of $162~~plan.40 per share for promissory note and interest conversion of $58,275. • On January 6, 2014, we issued 638 common shares at a deemed price of $91.28 per share for promissory note conversion of $58,275. • On February 14, 2014, we issued 500 common shares at a deemed price of $89.60 per share for promissory note conversion of $44,800. • On March 3, 2014, we issued 475 common shares at a deemed price of $89.60 per share for promissory note conversion of $42,613. • On June 10, 2014, we issued 400 common shares at a deemed price of $85.20 per share for promissory note conversion of $34,000. • On June 27, 2014, we issued 425 common shares at a deemed price of $74.00 per share for promissory note conversion of $31,450. • On July 16, 2014, we issued 450 common shares at a deemed price of $74.00 per share for promissory note and interest conversion of $33,300. • On August 1, 2014, we issued 266 common shares at a deemed price of $67.00 per share for promissory note and interest conversion of $17,800. • On September 3, 2014, we issued 750 common shares at a deemed price of $40.00 per share for promissory note and interest conversion of $30,000. • On September 11, 2014, we issued 1,400 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $28,275. • On October 22, 2014, we issued 4,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $27,550. • On November 6, 2014, we issued 4,975 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $20,895. • On November 19, 2014, we issued 8,500 common shares at a deemed price of $3.20 per share for promissory note and interest conversion of $27,200. • On December 10, 2014, we issued 12,075 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $14,490. • On December 17, 2014, we issued 15,425 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $18,510. • On April 22, 2015, we issued 31,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $8,060. • On April 24, 2015, we issued 41,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion of $8,715. • On May 8, 2015, we issued 92,500 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $6,475. • On May 14, 2015, we issued 132,000 common shares at a deemed price of $0.06 per share for promissory note and interest conversion $7,920 • On May 27, 2015, we issued 194,500 common shares at a deemed price of $0.05 per share for promissory note and interest conversion of $9,725. • On June 3, 2015, we issued 225,000 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $9,000 • On June 11, 2015, we issued 284,000 common shares at a deemed price of $0.03 per share for promissory note and interest conversion of $8,520. • On June 16, 2015, we issued 249,500 common shares at a deemed price of $0.03 per share for promissory note and interest conversion of $7,485. • On September 15, 2015, we issued 438,000 common shares at a deemed price of $0.03 per share for promissory note conversion of $13,140. • On October 28, 2015 we issued 554,000 common shares at a deemed price of $0.01 per share for promissory note conversion of $5,540.

•Our Onsuccess ~~March~~is ~~28,~~largely ~~2016~~dependent on weour ~~issued~~ability ~~600,000~~to ~~common~~hire ~~shares~~highly atqualified apersonnel. ~~deemed~~This ~~price~~is ofparticularly $true ~~$0.025~~in highly ~~per~~technical ~~share~~businesses ~~for~~such ~~promissory~~as ~~note~~resource ~~conversion of $15,000~~exploration. •These Onindividuals ~~April~~are in ~~14,~~high ~~2016~~demand ~~the~~and ~~Company~~we ~~issued~~may ~~790,000~~not ~~common~~be ~~shares~~able atto aattract ~~deemed~~the ~~price~~personnel ofwe $0need.~~007500~~ ~~per~~In addition, ~~share~~we ~~for~~may ~~promissory~~not ~~note~~be ~~conversion~~able ~~and~~to ~~interest~~afford ~~conversion~~the ofhigh ~~$5925.00.~~salaries •and Onfees ~~May~~demanded 5,by qualified ~~2016 the Company issued 2~~personnel,~~000,000~~ ~~common~~or ~~shares~~may atlose asuch ~~deemed~~employees ~~price~~after ofthey $0are hired.~~002~~ ~~per~~Failure ~~share~~to hire ~~for~~key ~~promissory~~personnel ~~note~~when ~~conversion $4~~needed,~~000.00.~~ •or Onon ~~May~~acceptable 10terms, ~~2016~~would ~~the~~have ~~Company issued 3,200,000 common shares at~~ a ~~deemed~~significant negative ~~price~~effect ofon ~~$0.000750~~our ~~per share for promissory note conversion $2,400~~business.~~00.~~

AsPlanned atexploration, ~~June~~and ~~30,~~if ~~2016~~warranted, ~~there~~development ~~remains a balance of approximately~~and ~~$21,908~~mining ~~unconverted~~activities ~~and~~involve ~~payable~~a ~~pursuant~~high todegree ~~the~~of ~~note~~risk.

~~Together~~We ~~with~~cannot provide assurance of the ~~promissory~~success ~~note~~of ~~issued~~our onplanned ~~February~~operations. 13Exploration costs are not fixed, ~~2013~~and resources cannot be reliably identified until substantial development has taken place, which entails high exploration and development costs. The costs of wemining, ~~issued~~processing, ~~the~~development ~~following~~and ~~warrants:~~exploitation activities are subject to numerous variables, which could result in substantial cost overruns. Mining for base or precious metals may involve unprofitable efforts, not only from dry properties, but from properties that are productive but do not produce sufficient net revenues to return a profit after accounting for mining, operating and other costs.

•Our ~~warrants~~operations tomay ~~purchase~~be ~~up to 135 of our common shares at an exercise price of $740.00 per share expiring February 13~~curtailed, delayed ~~2018~~or ~~(exercised);~~cancelled •as ~~warrants~~a toresult ~~purchase up to 66~~ of ~~our~~numerous ~~common shares at an exercise price of $760.00 expiring April 24~~factors, ~~2018~~many ~~(exercised), • warrants to purchase up to 74~~ of ~~our~~which ~~common~~are ~~shares at an exercise price of $672.00 expiring June 4, 2018 (exercised), • warrants to purchase up to 100 of~~ beyond our ~~common shares at an exercise price of $500.00 expiring June 27~~control, ~~2018~~including ~~(exercised),~~economic ~~• warrants to purchase up to 84 of our common shares at an exercise price of $896.00 expiring August 14~~conditions, ~~2018~~mechanical ~~(exercised)~~problems, •title ~~warrants to purchase up to 417 of our common shares at an exercise price of $240.00 expiring December 10~~problems, weather ~~2018 (exercised)~~conditions, •compliance ~~warrants~~with togovernmental ~~purchase~~requirements upand toshortages ~~179~~or delays ~~shares~~ of ~~our~~equipment ~~common~~and ~~shares at an exercise price of $280~~services.00 expiring February 20, 2019 (120 warrants exercised, 59 warrants outstanding); • warrants to purchase up to 952 of our common shares at an exercise price of $210.00 expiring April 16, 2019 (not exercised). • On April 21, 2016 the Company issued 1,048,416 common shares at a deemed price of $0.007500 per share pursuant to warrant exercises. • On April 29, 2016 the Company issued 1,529,480 common shares at a deemed price of $0.007500 per share pursuant to warrant exercises.

~~Loan~~We ~~Agreement~~do not insure against all risks associated with ~~JSJ~~our ~~Investments~~business ~~Inc~~because insurance is either unavailable or its cost of coverage is prohibitive. The occurrence of an event that is not covered by insurance could have a material adverse effect on our financial condition.

OnThe ~~February~~impact ~~23,~~of ~~2014,~~government weregulation ~~entered~~could ~~into~~adversely ~~a securities purchase~~affect ~~agreement with JSJ Investments Inc., pursuant to which JSJ Investments provided~~ our ~~company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants~~business. We issued JSJ Investments a convertible promissory note with 12% interest due August 27, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 27, 2014 or of a notice to convert during the twenty trading days preceding the delivery of any related conversion notice. On August 28, 2014, we issued 2,598 common shares at a deemed price of $40.80 per share in full conversion of the promissory note and interest at face value of $105,983.

InOur ~~addition,~~business weis ~~issued~~subject ~~warrants~~ to applicable ~~purchase~~domestic anand ~~aggregate~~foreign oflaws ~~278 common~~and ~~shares~~regulations, ofincluding ~~our~~laws ~~company~~and regulations toon ~~JSJ~~taxation, ~~Investments~~exploration, inand ~~consideration~~environmental ~~for~~and ~~purchasing the~~safety ~~note~~matters. ~~Subject~~Many laws toand ~~adjustments,~~regulations ~~these~~govern ~~warrants~~the ~~are~~spacing ~~convertible~~of ~~into~~mines, ~~common shares~~rates atof aproduction, prevention ~~price~~ of ~~approximately~~waste ~~$360~~and other matters.00 These laws and ~~expire~~regulations ~~after~~may aincrease the ~~term~~costs and timing of ~~five~~planning, designing, drilling, installing, operating and ~~years~~abandoning our mines and other facilities. In ~~the~~addition, ~~case~~our ~~that~~operations ~~after~~are subject ~~six~~to ~~months~~complex ~~there~~environmental islaws noand ~~registration~~regulations ~~statement available~~adopted ~~for~~by ~~the~~domestic ~~resale~~and foreign ofjurisdictions ~~our~~where ~~common~~we ~~shares~~operate. ~~from~~We ~~exercising~~could ofincur ~~these~~liability ~~warrants,~~to governments ~~the~~or ~~warrants~~third ~~may~~parties befor ~~exercised~~any onunlawful adischarge ~~cashless~~of ~~basis~~pollutants atinto athe ~~price~~air, assoil ~~set~~or water, ~~out~~including inresponsibility ~~the warrant~~for remedial costs.

~~Loan~~The ~~Agreement~~submission ~~with~~and ~~Centaurian~~approval ~~Fund~~of environmental impact assessments may be required.

OnEnvironmental ~~February~~legislation ~~28,~~is evolving ~~2014,~~in ~~we entered into~~ a ~~securities~~manner ~~purchase agreement~~which ~~with~~means ~~Centaurian~~stricter ~~Fund~~standards, ~~pursuant~~enforcement, tofines ~~which~~and penalties ~~Centaurian~~for ~~provided~~noncompliance ~~our company~~are ~~with~~more anstringent. ~~aggregate~~Environmental ~~investment~~assessments of proposed ~~$50,000~~projects incarry ~~consideration~~a ofheightened ~~our~~degree ~~issuance~~ of ~~convertible~~responsibility ~~promissory~~for ~~notes~~companies and directors, ~~common~~officers ~~share~~and ~~purchase warrants~~employees. WeThe ~~issued Centaurian~~cost aof ~~convertible~~compliance ~~promissory note~~ with ~~15%~~changes ~~interest due August 28, 2014~~in ~~and~~governmental ~~convertible~~regulations ~~into~~has ~~common shares on~~ a ~~cashless~~potential ~~basis~~to atreduce athe ~~price~~profitability of ~~the lower~~ ofoperations. ~~50%~~Because of the ~~average~~requirements ofimposed ~~the~~by ~~three~~these ~~lowest~~laws ~~bids~~and ~~on the 20 trading days before~~regulations ~~February~~frequently 28change, ~~2014 or of a notice to convert during the 20 trading days preceding the delivery of any related conversion notice. In addition,~~ we ~~issued~~cannot ~~warrants to~~provide ~~purchase~~assurance anthat ~~aggregate~~laws ofand ~~1,289~~regulations ~~common shares of our company to Centaurian in~~enacted ~~consideration~~in ~~for purchasing~~ the ~~note. Subject to adjustments~~future, ~~these~~including ~~warrants are~~changes ~~convertible~~to ~~into~~existing ~~common~~laws ~~shares at a price of $240.00~~ and ~~expire~~regulations, ~~after~~will ~~a term~~not ofadversely ~~six~~affect ~~months. In the case that~~ our ~~common share closing price is greater than $240~~business.00 ~~per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant. The warrants expired unexercised.~~

On September 4, 2014, JSJ, Centaurian Fund and our company agreed to assign the note from Centaurian Fund to JSJ Investments and increase the principal interest of the note to $74,750 with 12% interest. 20

•Decline Onin ~~September~~mineral ~~10,~~prices ~~2014,~~may make weit ~~issued~~commercially ~~1,684~~infeasible ~~common shares at a deemed price of $22.20 per share~~ for ~~promissory~~us ~~note~~to ~~and~~develop ~~interest~~our ~~conversion~~property ~~of $37,375. • On September 16, 2014, we issued 953 common shares at a deemed price of $21.33 per share for promissory note~~ and ~~interest~~may ~~conversion~~cause ofour stock ~~$20,322. • On April 8, 2015, we issued 21,838 common shares at a market~~ price ofto $0decline.85 ~~per share for promissory note and interest conversion of $18,475.~~

AsThe atvalue and price of an investment in our common shares, our financial results, and our exploration, development and mining activities may be significantly adversely affected by declines in the ~~date~~price of ~~this~~minerals ~~report~~and other precious metals. Mineral prices fluctuate widely and are affected by numerous factors beyond our control, ~~there~~such as ~~remains~~interest norates, ~~balance~~exchange ~~payable~~rates, ~~pursuant~~inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral-producing countries throughout the world. The price of minerals fluctuates in response to many factors, which are beyond anyone’s prediction abilities. The prices used in making the estimates in our plans differ from ~~note~~daily prices quoted in the news media. Because mining occurs over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons. Such reasons include a belief that the low price is temporary, and/or the expense incurred is greater when permanently closing a mine.

~~Loan~~We ~~Agreements~~may ~~with~~not LGhave ~~Capital~~access ~~Funding~~to all of the supplies and materials we need to begin exploration, ~~LLC~~which could cause us to delay or suspend operations.

OnCompetition ~~February~~and ~~27, 2014, we entered into another securities~~unforeseen ~~purchase~~limited ~~agreement~~sources ~~with LG Capital Funding, LLC. Pursuant to which LG Capital provided our company with an aggregate investment~~ of ~~$75,000~~supplies in ~~consideration of a promissory note carrying interest at~~ the ~~rate~~industry ofcould ~~10%~~result ~~per~~in ~~annum~~occasional ~~and due March~~spot 3,shortages ~~2016. The promissory note is convertible into common shares~~ of ~~our~~supplies ~~company~~such ~~at the~~as ~~investor’s~~dynamite ~~option~~as atwell ~~any~~as ~~time~~certain ~~after~~equipment ~~180 days at a price equal to 50% of the~~like ~~lowest~~bulldozers ~~bids~~and ~~price~~excavators ~~for~~that ~~the~~we 20might ~~days~~need ~~prior~~ to ~~conversion~~conduct ~~date~~exploration. ~~subject~~If ~~to various~~we ~~prescribed~~cannot ~~conditions.~~obtain ~~During~~ the ~~year~~necessary ~~ended June 30~~supplies, ~~2015,~~we ~~the~~will ~~full~~have ~~face~~to ~~value of~~suspend ~~the~~our ~~note including interest (being $80,145 (June 30, 2014 - $Nil) in the~~exploration ~~aggregate)~~plans ~~was~~until ~~fully~~we ~~converted~~do toobtain ~~28,087~~such ~~common~~supplies. ~~shares pursuant to the following issuances of common stock:~~

•Risks OnRelated ~~September~~to ~~29,~~Our ~~2014,~~SonCav weTechnology issued 1,512 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $19,050. • On October 27, 2014, we issued 5,502 common shares at a deemed price of $6.20 per share for promissory note and interest conversion of $34,113. • On December 11, 2014, we issued 8,473 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $11,862. • On December 17, 2014, we issued 12,600 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $15,120.

OnThe ~~March~~market 3,for ~~2015, we entered into a securities purchase agreement with LG Capital Funding, LLC, pursuant to which LG Capital provided~~ our ~~company~~product ~~with~~may anbe ~~aggregate investment of $29~~limited,~~000~~ ~~in consideration of our issuance of convertible promissory notes. We issued LG Capital a convertible promissory note with 10% interest due March 3, 2016~~ and ~~convertible~~as ~~into common shares on~~ a ~~cashless basis at a price of 65% of the lowest closing bid price of~~result our ~~common~~business ~~shares~~may ~~during~~be ~~the~~adversely ~~prior 20 trading days including the delivery of any related conversion notice~~affected. ~~On July 7, 2016, we signed an extension of the maturity of the note due March 3, 2016. The note now matures on May 3, 2016 with the same terms and conditions.~~

•The Onfeasibility ~~September~~of ~~11,~~marketing ~~2015~~our product ~~the~~has ~~Company~~been ~~issued~~assumed ~~80,801~~to ~~common~~this ~~shares~~point atand athere ~~deemed~~can ~~price~~be ofno ~~$0.04~~assurance ~~per~~that ~~share~~such assumptions ~~for~~are ~~promissory~~correct. ~~note~~It ~~conversion~~is ~~and~~possible ~~interest~~that ~~conversion~~the costs of ~~$3,151.~~development •and implementation Onof ~~April~~our 6,SonCav ~~2016~~technology ~~the~~may ~~Company~~be ~~issued~~too ~~490,027~~expensive ~~common~~to ~~shares~~market at a competitive ~~deemed~~ price ~~of $0~~.~~01807~~ ~~per~~It ~~share~~is ~~for~~likewise ~~promissory~~possible ~~note~~that ~~conversion~~competing ~~and~~technologies ~~interest~~will ~~conversion~~be introduced ofinto ~~$8854.79.~~the •marketplace Onbefore ~~April~~or ~~11,~~after ~~2016~~ the ~~Company~~introduction ~~issued~~of ~~575,327~~our ~~common~~product to ~~shares~~the atmarket, awhich ~~deemed~~may ~~price~~affect ofour ~~$0.010985~~ability ~~per~~to ~~share~~market ~~for~~our ~~promissory~~product ~~note~~at ~~conversion~~a competitive ~~and interest conversion of $6319~~price.~~97.~~

	•	On April 18, 2016 the Company issued 819,493 common shares at a deemed price of $0.010595 per share for promissory note conversion and interest conversion of $8,682.53.
	•	On April 21, 2016 the Company issued 469,119 common shares at a deemed price of $0.010595 per share for promissory note conversion and interest conversion of $4,970.32.

Furthermore, there can be no assurance that the prices we determine to charge for our product will be commercially acceptable or that the prices that may be dictated by the market will be sufficient to provide to us sufficient revenues to profitably operate and provide a financial return to our investors.

AsOur atsuccess ~~the~~is ~~date~~dependent ofupon ~~this~~our ~~report,~~ability ~~there remains a balance of $0 unconverted and payable pursuant~~ to ~~the note. During the years ended June 30,~~commercialize ~~2016~~our ~~and~~SonCav ~~June 30, 2015, interest expense of $2,430 and $967, respectively, was accrued in respect of the note~~technology.

OnWe ~~September~~have ~~30,~~not ~~2015,~~commenced wecommercial operations. ~~entered~~Up ~~into~~through athe ~~securities~~date ~~purchase agreement~~of ~~with~~this LGreport, ~~Capital~~we ~~Funding,~~have ~~LLC.~~been ~~Pursuant~~engaged toprincipally in the ~~terms~~research and development of the ~~agreement~~SonCav technology. Therefore, ~~JDF~~ ~~Capital~~we ~~acquired~~have a limited ~~convertible~~operating ~~redeemable~~history ~~promissory~~upon ~~note~~which ~~with~~ an ~~aggregate principal~~evaluation ~~amount~~of ~~$27,000~~our ~~due~~prospects oncan ~~September~~be ~~30,~~made. Our ~~2016~~prospects ~~which~~must ~~amount~~be ~~includes~~considered ~~an issuance~~in ~~discount~~light of ~~10%~~the risk, uncertainties, expenses, delays and ~~carries~~difficulties ~~interest~~associated atwith the ~~rate~~establishment of ~~10%~~a ~~per~~new ~~annum~~business ~~after~~in 12the ~~months.~~oil ~~The~~and ~~note~~gas isservices ~~convertible~~industry, atas ~~the~~well ~~lower~~as ofthose ~~65%~~risks ~~discount~~encountered ofin the ~~lowest~~ ~~trading~~shift ~~price~~from ~~for~~development ~~the~~to 20commercialization ~~days~~of ~~prior~~new totechnology ~~conversion~~and ~~date~~products ~~subject~~or services tobased ~~various prescribed~~upon ~~conditions~~such technology.

•We Onhave ~~April~~developed 28our first commercial system, ~~2016~~but ~~the~~additional ~~Company~~work ~~issued~~is ~~1,007,941~~required ~~common~~to ~~shares~~incorporate atthat technology into a ~~deemed~~system ~~price~~capable of ~~$0.0065~~accommodating ~~per~~hundreds ~~share~~of ~~for~~customers, ~~promissory~~which is ~~note~~the ~~conversion~~minimum ~~and~~capability ~~interest~~we ~~conversion~~believe ofis ~~$6,552~~necessary to compete in the marketplace.

AsOur atsuccess ~~the~~is ~~date~~dependent ofupon ~~this~~our ~~report,~~ability ~~there~~to ~~remains~~protect ~~a balance of~~our ~~$20,800~~intellectual ~~unconverted and payable pursuant to the note~~property.

~~Loan~~Our ~~Agreement~~success ~~with~~will Stdepend in part on our ability to obtain and enforce protection for our intellectual property in the United States and other countries. ~~George~~It ~~Investments~~is ~~LLC~~possible that our intellectual property protection could fail. It is possible that the claims for patents or other intellectual property protections could be denied or invalidated or that our protections will not be sufficiently broad to protect our technology. It is also possible that our intellectual property will not provide protection against competitive products, or will not otherwise be commercially viable.

On February 28, 2014, we entered into a securities purchase agreement with St. George Investments LLC, pursuant to which St. George Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued St. George Investments a convertible promissory note of $125,500 including 15% prepaid interest due August 28, 2015 and convertible into common shares on a cashless basis at a price of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. As at the date of this report we have made the following issuances of common stock in conversion of the February 28, 2014 note: 21

•Our Oncommercial ~~September~~success ~~10,~~will depend ~~2014,~~in wepart ~~issued~~on ~~385~~our ~~common~~ability ~~shares~~to atcommercialize athe ~~deemed~~production ~~price~~ of ~~$26.00~~our ~~per~~technology without ~~share~~infringing ~~for~~on ~~promissory~~patents ~~note~~or ~~and~~proprietary ~~interest~~rights ~~conversion~~ of ~~$10,000~~others. •We Oncannot guarantee ~~September~~that ~~23,~~other ~~2014,~~companies weor ~~issued~~individuals ~~962~~have ~~common~~not ~~shares~~or atwill anot ~~deemed~~independently develop ~~price~~substantially ofequivalent ~~$13.00~~proprietary ~~per~~rights ~~share~~or ~~for~~that ~~promissory~~other ~~note~~parties ~~and~~have not ~~interest~~or ~~conversion~~will ofnot ~~$12,500.~~be ~~• On October 9, 2014, we~~ issued ~~1,667~~patents ~~common~~that ~~shares~~may atprevent athe ~~deemed~~sale ~~price~~ of ~~$9.00~~our ~~per~~products ~~share~~or require ~~for~~licensing ~~promissory note~~ and ~~interest~~the ~~conversion~~payment of ~~$15,000.~~significant •fees Onor ~~October~~royalties ~~16,~~in ~~2014,~~order ~~we issued 1,829 common shares at a deemed price of $8.20 per share~~ for us ~~promissory~~to ~~note~~be ~~and~~able ~~interest~~to ~~conversion~~carry ofon ~~$15,000.~~our ~~• On October 24, 2014, we issued 2,206 common shares at a deemed price of $6~~business.80 per share for promissory note and interest conversion of $15,000. • On October 31, 2014, we issued 3,125 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $15,000. • On November 17, 2014, we issued 3,947 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $15,000. • On December 3, 2014, we issued 5,357 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $15,000. • On December 16, 2014, we issued 9,286 common shares at a deemed price of $1.40per share for promissory note and interest conversion of $13,000.

AsRisks atRelated ~~the~~to ~~date~~Our ofOil ~~this~~& ~~report,~~Gas ~~there~~Exploration ~~remains no balance~~Business ~~unconverted and payable pursuant to the note.~~

InOil ~~addition,~~and wenatural ~~issued~~gas anprices ~~aggregate of 370 warrants to St.~~are ~~George Investments in consideration for purchasing the note~~volatile. ~~Subject~~The ~~to adjustments,~~continuing ~~these~~and ~~warrants~~extended ~~are~~decline ~~convertible~~in ~~into~~oil ~~common~~and ~~shares~~natural atgas aprices ~~price of~~has ~~$270.00~~adversely affected, and ~~expire~~could ~~after~~continue ato ~~term~~adversely ofaffect, ~~five~~our ~~years. As at the date of this report we have made the~~business, ~~following~~financial ~~issuances~~position, ofresults ~~common stock in full exercise~~ of ~~the~~operations ~~February~~and ~~28,~~cash ~~2014 warrant:~~flow.

	•	On March 16, 2015, 141 warrants were exercised for 36,175 of our common shares at a deemed price of $0.64 in accordance with the terms of the agreement.
	•	On April 16, 2015, we issued 42,417 common shares at a deemed price of $3.14 per share in the aggregate pursuant to the exercise of 230 warrants.

The oil and natural gas markets are very volatile, and we cannot predict future oil and natural gas prices. Oil and natural gas prices declined significantly and have remained depressed since late 2014. The prices we expect to receive for our oil and natural gas production in the future heavily influences our revenue, profitability, access to capital and future rate of growth.

~~Loan~~The ~~Agreement~~prices ~~with~~we ~~Vista~~expect ~~Capital~~to ~~Investments~~receive for our production and the levels of our production depend on numerous factors beyond our control. These factors include, ~~LLC~~but are not limited to, the following:

On• ~~February~~changes ~~28,~~in ~~2014,~~global wesupply ~~entered~~and ~~into~~demand afor ~~securities~~oil ~~purchase agreement~~and ~~with~~natural ~~Vista~~gas; ~~Capital~~• ~~Investments,~~the ~~LLC,~~actions ~~pursuant~~of toOPEC ~~which~~and ~~Vista~~other ~~Capital provided~~major ~~our~~oil ~~company~~producing ~~with~~countries; an• ~~aggregate~~the ~~investment~~price ofand ~~$100,000~~quantity ~~in consideration~~ of ~~our~~imports ~~issuance~~ of ~~convertible~~foreign ~~promissory~~oil ~~notes~~ and ~~common~~natural ~~share~~gas; ~~purchase warrants.~~• Wepolitical ~~issued~~and ~~Vista~~economic ~~Capital~~conditions, aincluding ~~convertible~~embargoes, ~~promissory~~in ~~note~~oil-producing ofcountries ~~$110,000~~or ~~with 12%~~affecting ~~interest~~other ~~due~~oil- ~~September~~producing 1,activity; ~~2014~~• ~~and~~the ~~convertible~~level ~~into~~of ~~common~~global ~~shares~~oil onand ~~a cashless~~natural ~~basis~~gas atexploration aand ~~price~~production ofactivity; • the ~~lesser~~level of ~~$300~~global oroil ~~50%~~and ofnatural ~~the~~gas ~~lowest~~inventories; ~~bid~~• ~~price of~~changes ~~our~~in ~~common~~U.S. ~~shares~~energy ~~during~~policy under the ~~prior~~current 25administration; ~~consecutive~~• ~~trading~~weather ~~days~~conditions; ~~prior~~• ~~the delivery~~technological ofadvances ~~any~~affecting ~~related~~energy ~~conversion~~consumption; ~~notice.~~• Asdomestic atand ~~the~~foreign ~~date~~governmental regulations; • proximity and capacity of ~~this~~oil ~~report,~~and ~~we have~~natural ~~made~~gas pipelines and other transportation facilities; • the ~~following~~price ~~issuances~~and availability of ~~common~~competitors’ ~~stock~~supplies of oil and natural gas in ~~full~~captive ~~conversion~~market ofareas; and • the ~~February~~ ~~28,~~price ~~2014~~and ~~note:~~availability of alternative fuels.

•Lower Onoil ~~September 23, 2014, we issued 2,500 common shares at a deemed price of $11.00 per share for promissory note~~ and ~~interest~~natural ~~conversion~~gas ofprices have ~~$27,520. • On October 27, 2014, we issued 3,750 common shares at a deemed price of $5.80 per share for promissory note~~ and ~~interest conversion of $21~~,~~520.~~ •if Onthey ~~November 3~~continue, ~~2014,~~will wehave ~~issued~~an ~~3,750~~impact ~~common~~on ~~shares~~our atfuture ~~a deemed price of $4.60 per share for promissory note and interest conversion of $17~~revenues,~~250.~~ •the amount ~~On December 10, 2014, we issued 8,500 common shares at a deemed price~~ of ~~$1.20~~oil ~~per share for promissory note~~ and ~~interest~~natural ~~conversion~~gas ofthat ~~$10,200.~~our •operators Oncan ~~April~~produce 1economically, ~~2015, we issued 15,000 common shares at a deemed price of $1.20 per share for promissory note~~ and our ~~interest~~potential ~~conversion~~reserve ~~of $18,000~~bookings. • On April 7, 2015, we issued 22,500 common shares at a deemed price of $1.02 per share for promissory note and interest conversion of $22,950. • On April 14, 2015, we issued 25,000 common shares at a deemed price of $0.49 per share for promissory note and interest conversion of $12,250. • On April 20, 2015, we issued 30,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $7,800. • On April 24, 2015, we issued 37,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion of $7,875. • On April 29, 2015, we issued 45,000 common shares at a deemed price of $0.14 per share for promissory note and interest conversion of $6,300. • On May 5, 2015 we issued 75,000 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $7,500. • On May 8, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $5,250. • On May 13, 2015, we issued 122,357 common shares at a deemed price of $ 0.07 for promissory note and interest conversion of $8,565.

AsOur atestimated ~~the~~reserves are ~~date~~based ofon ~~this~~many ~~report,~~assumptions ~~there~~that ~~remains~~may noprove ~~balance unconverted and payable pursuant~~ to ~~the~~be ~~note~~inaccurate. InAny ~~addition, we issued warrants to purchase an aggregate of 2,578~~material ~~common~~inaccuracies ~~shares of our company to Vista Capital~~ in ~~consideration for purchasing the note. Subject to adjustments,~~ these ~~warrants~~reserve ~~are~~estimates ~~convertible~~or ~~into~~underlying ~~common~~assumptions will ~~shares~~materially ataffect ~~a price of $240.00 during~~ the ~~period~~quantities ~~beginning August 28, 2014~~ and ~~ending~~ ~~August~~present ~~28,~~value ~~2019.~~of ~~In the case that~~ our ~~common share closing price is greater than $240~~reserves.00 ~~per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant.~~

OnDetermining ~~August~~the ~~20,~~amount ~~2014,~~of weoil ~~issued~~and natural gas recoverable from various formations involves significant complexity and uncertainty. No one can measure underground accumulations of oil or natural gas in an ~~aggregate~~exact way. Oil and natural gas reserve engineering requires subjective estimates of 4underground accumulations of oil and/or natural gas and assumptions concerning future oil and natural gas prices,~~528~~ ~~common~~production levels, and operating, ~~shares~~exploration atand adevelopment ~~deemed~~costs. ~~price~~Some of ~~$203.13~~our ~~per~~reserve ~~share~~estimates ~~for~~are made without the ~~cashless~~benefit ~~conversion~~ of a lengthy or no production history, and are less reliable ~~warrants~~than ~~issued~~estimates based on ~~February~~a 28lengthy production history. As a result, ~~2014~~estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may prove to be inaccurate.

~~Loan~~In ~~Agreement~~the future, we expect to make estimates of oil and natural gas reserves in connection with ~~Union~~managing ~~Capital~~our business and preparing reports to our lenders and investors. Such reserve estimates may use various assumptions, ~~LLC~~including assumptions as to oil and natural gas prices, development schedules, drilling and operating expenses, capital expenditures, taxes and availability of funds. Some of these assumptions are inherently subjective, and the accuracy of any reserve estimates relies in part on the ability of our management team, reserve engineers and other advisors to make accurate assumptions. Any significant variance from these assumptions by actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil, natural gas and NGLs attributable to any particular group of properties, the classifications of reserves based on risk of recovery, and estimates of the future net cash flows.

On March 3, 2014, we entered into a securities purchase agreement with Union Capital, LLC, pursuant to which Union provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Union a convertible promissory note of $50,000 with 10% interest due March 5, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note: 22

•Drilling ~~On September 8, 2014, we issued 277 common shares at a deemed price of $38.00 per share~~ for ~~promissory note~~ and ~~interest conversion of $10~~producing oil,~~510.~~ •natural Ongas ~~September 11, 2014, we issued 652 common shares at a deemed price of $24.20 per share for promissory note~~ and ~~interest~~NGLs ~~conversion~~are ofhigh ~~$15,777.~~risk •activities Onwith ~~September~~many ~~12,~~uncertainties ~~2014,~~that could weadversely ~~issued~~affect ~~717~~our ~~common~~financial ~~shares~~condition ator aresults ~~deemed price~~ of ~~$22~~operations.00 per share for promissory note and interest conversion of $15,781. • On September 15, 2014, we issued 479 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $10,529.

AsOur atoperators’ drilling activities in the ~~date~~future ofare ~~this~~subject ~~report~~to many risks, ~~there~~including ~~remains~~the norisk ~~balance~~that they ~~unconverted~~will ~~and~~not ~~payable~~discover ~~pursuant~~commercially productive reservoirs. Drilling for oil or natural gas can be uneconomical, not only from dry holes, but also from productive wells that do not produce sufficient revenues to ~~the~~be ~~note~~commercially viable. In addition, drilling and producing operations on our acreage may be curtailed, delayed or canceled by our operators as a result of other factors, including:

In• ~~addition,~~declines wein ~~issued~~oil ~~warrants~~or tonatural ~~purchase~~gas anprices; ~~aggregate~~• ofthe ~~235 common~~high ~~shares~~cost, shortages or delivery delays of ~~our~~equipment ~~company~~and toservices; ~~Union~~• shortages of or delays in ~~consideration~~obtaining water for ~~purchasing~~hydraulic ~~the~~fracturing ~~note. Subject~~operations; to• ~~adjustments,~~unexpected ~~these~~operational ~~warrants~~events; ~~are~~• ~~convertible~~adverse ~~into~~weather ~~common~~conditions; ~~shares~~• atfacility ~~a price~~or ofequipment ~~$212.00~~malfunctions; • title problems; • pipeline ruptures or spills; • compliance with environmental and ~~expire~~other ~~after~~governmental arequirements; ~~term~~• regulations, restrictions, moratoria and bans on hydraulic fracturing; • unusual or unexpected geological formations; • loss of ~~five~~drilling ~~years.~~fluid Incirculation; ~~the~~• ~~case~~formations ~~that~~with ~~after six~~abnormal ~~months~~pressures; ~~there~~• isenvironmental nohazards, ~~registration~~such ~~statement~~as ~~available~~oil, ~~for~~natural ~~the~~gas ~~resale~~or ofwell ~~our common~~fluids ~~shares~~spills ~~from~~or ~~exercising~~releases, pipeline or tank ruptures and discharges of ~~these~~toxic ~~warrants~~gas; • fires; • blowouts, ~~the~~craterings ~~warrants~~and ~~may~~explosions; be• ~~exercised on~~uncontrollable aflows ~~cashless~~of ~~basis~~oil, atnatural agas ~~price~~or aswell ~~set~~fluids; ~~out~~and in• ~~the~~pipeline ~~warrant.~~capacity curtailments.

~~Loan~~Any ~~Agreement~~of ~~with~~these ~~Iconic~~events ~~Holdings~~can cause substantial losses, ~~LLC~~including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination, loss of wells and regulatory penalties.

OnOur ~~March~~future 3,success ~~2014,~~depends we entered into a securities purchase agreement with Iconic Holdings, LLC, pursuant to which Iconic provides our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Iconic a convertible promissory note of $100,000 with 12% interest due September 3, 2014 and convertible into common shares on ~~a cashless basis at a price of 50% of the lower of lowest closing bid price of~~ our ~~common shares~~ ~~during~~ability ~~the prior 20 trading days prior~~ to 1)replace ~~the~~reserves ~~date~~that ofour ~~the~~operators ~~purchase agreement or 2) the day of the notice for conversion~~produce. ~~As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:~~

•Because Onthe ~~September~~rate ~~12,~~of ~~2014,~~production from weoil ~~issued~~and ~~2,475~~natural ~~common~~gas ~~shares~~properties atgenerally adeclines ~~deemed~~as ~~price~~reserves ofare ~~$20.20~~depleted, our ~~per~~future ~~share~~success ~~for~~depends ~~promissory~~upon ~~note~~our ~~and~~ability ~~interest~~to ~~conversion~~economically offind ~~$50,000.~~or •acquire Onand produce ~~October~~additional ~~23,~~oil ~~2014,~~and wenatural ~~issued~~gas ~~1,471~~reserves. ~~common~~Except ~~shares~~to atthe aextent ~~deemed~~that ~~price~~we acquire ofadditional ~~$6.80~~properties ~~per~~containing ~~share~~proved ~~for~~reserves, ~~promissory~~conduct ~~note~~successful exploration and ~~interest~~development ~~conversion~~activities ~~of $10~~or,~~000.~~ •through Onengineering ~~November 14~~studies, ~~2014,~~identify additional webehind-pipe ~~issued~~zones 5or secondary recovery reserves,~~263~~ ~~common~~our ~~shares~~proved atreserves will adecline ~~deemed~~as ~~price~~our ofreserves $3are produced.80 ~~per~~Future ~~share~~oil ~~for~~and ~~promissory~~natural ~~note~~gas production, ~~and~~therefore, ~~interest~~is ~~conversion~~highly dependent upon our level of ~~$20,000.~~success •in acquiring Onor ~~November~~finding ~~18,~~additional ~~2014,~~reserves wethat ~~issued~~are ~~7,193~~economically ~~common~~recoverable. ~~shares~~We cannot atassure ayou ~~deemed~~that ~~price~~we ofwill ~~$3.80~~be ~~per~~able ~~share~~to ~~for~~find ~~promissory~~or ~~note~~acquire and ~~interest~~develop ~~conversion~~additional reserves ofat ~~$27,335~~an acceptable cost.

AsWe atmay ~~the~~acquire ~~date~~significant amounts of ~~this~~unproved ~~report~~property to further our development efforts. Development and exploratory drilling and production activities are subject to many risks, including ~~all~~the ~~interest~~risk that no commercially productive reservoirs will be discovered. We acquire both proved and ~~principal~~producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time. However, we cannot assure you that all of these properties will contain ~~the~~economically ~~note~~viable ~~has~~reserves ~~been~~or ~~fully~~that ~~converted~~we will not abandon our initial investments. Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.

In addition, we issued an aggregate of 500 warrants to Iconic in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $200 and expire after a term of three years. As at the date of this report, we have made the following issuances of common stock in cashless exercise of the March 3, 2014 warrants: 23

•Our Onlack ~~April~~of ~~14,~~industry ~~2015,~~and geographical wediversification ~~issued~~may ~~5,385~~increase ~~common~~the ~~shares~~risk ~~at a deemed price~~ of ~~$23.74~~an ~~per~~investment ~~share~~ in ~~full exercise of the warrants~~our company.

~~Loan~~Our ~~Agreement~~business ~~with~~focus ~~Adar~~is ~~Bays~~on the oil and natural gas industry in a limited number of properties that are primarily in the areas of McKean County, ~~LLC~~Pennsylvania and Sulphur, Louisiana. While other companies may have the ability to manage their risk by diversification, the narrow focus of our business, in terms of both the industry focus and geographic scope of our business, means that we will likely be impacted more acutely by factors affecting our industry or the region in which we operate than we would if our business were more diversified. As a result of the narrow focus of our business, we may be disproportionately exposed to the effects of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, weather events or interruption of the processing or transportation of oil or natural gas. Additionally, we may be exposed to further risks, such as changes in field-wide rules and regulations that could cause us to permanently or temporarily shut-in all of our wells. We do not currently intend to broaden either the nature or geographic scope of our business.

OnLocations ~~March~~that 3,the ~~2014, we entered into a securities purchase~~operators ~~agreement~~of ~~with~~our ~~Adar~~properties ~~Bays,~~decide ~~LLC, pursuant~~ to ~~which~~drill ~~Adar~~may ~~provided~~not ~~our~~yield ~~company~~oil ~~with an~~or ~~aggregate~~natural ~~investment~~gas ~~of $50,000~~ in ~~consideration of our issuance of~~ ~~convertible~~commercially ~~promissory~~viable ~~notes and common share purchase warrants~~quantities. We issued Adar a convertible promissory note of $50,000 with 10% interest due March 4, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

•The Oncost ~~September~~of 4drilling, ~~2014,~~completing and weoperating ~~issued 227 common shares at~~ a ~~deemed~~well ~~price~~is ofoften ~~$44.00~~uncertain, ~~per~~and ~~share~~cost ~~for~~factors ~~promissory~~can ~~note~~adversely ~~and~~affect the ~~interest~~economics ~~conversion~~ of ~~$10,000. • On September 11, 2014, we issued 413 common shares at~~ a ~~deemed price of $24~~well.20 ~~per~~Our ~~share~~efforts ~~for~~will ~~promissory~~be ~~note~~uneconomical ~~and~~if ~~interest~~the ~~conversion~~operators of our ~~$10,000.~~properties •drill Ondry ~~September~~holes ~~17,~~or ~~2014,~~wells wethat ~~issued~~are ~~354~~productive ~~common~~but ~~shares~~do atnot aproduce enough ~~deemed~~to ~~price~~be ofcommercially ~~$19.80~~viable ~~per~~after ~~share~~drilling, ~~for~~operating ~~promissory note~~ and ~~interest~~other ~~conversion of $7,000~~costs. •If the Onoperators ~~September 23, 2014, we issued 369 common shares at a deemed price~~ of ~~$12.60~~our ~~per~~properties ~~share~~drill ~~for~~future ~~promissory~~wells ~~note~~that ~~and~~are ~~interest~~identified ~~conversion~~as ~~of $4~~dry holes,~~655.~~ •the Ondrilling ~~September~~success ~~29,~~rate ~~2014,~~would wedecline ~~issued 1,250 common shares at a deemed price of $12.60 per share for promissory note~~ and ~~interest~~may ~~conversion~~adversely ofaffect ~~$15,750.~~our results ~~• On October 27, 2014, we issued 836 common shares at a deemed price~~ of $6operations.40 ~~per share for promissory note and interest conversion of $5,353.~~

AsOur atbusiness ~~the~~depends ~~date~~on ofoil and ~~this~~natural ~~report,~~gas ~~there~~transportation ~~remains~~and noprocessing ~~balance unconverted~~facilities and ~~payable~~other ~~pursuant~~assets tothat are ~~the~~owned ~~note~~by third parties.

InThe ~~addition~~marketability of our oil and natural gas depends in part on ~~March~~the 4availability, ~~2014~~proximity and capacity of pipeline systems, weprocessing ~~issued~~facilities, anoil ~~aggregate~~trucking fleets and rail transportation assets owned by third parties. The lack of ~~235~~available capacity on ~~warrants~~these tosystems ~~Adar~~and facilities, whether as a result of proration, physical damage, scheduled maintenance or other reasons, could result in ~~consideration~~a ~~for~~substantial ~~purchasing~~increase in costs, the ~~note~~shut-in of producing wells or the delay or discontinuance of development plans for our properties. ~~Subject~~The tonegative effects arising from these ~~adjustments~~and similar circumstances may last for an extended period of time. In many cases, operators are provided only with limited, if any, notice as to when these circumstances ~~warrants~~will arise and their duration. In addition, many of our wells are drilled ~~convertible~~in ~~into~~locations ~~common~~that ~~shares~~are serviced only to a limited extent, if at all, by gathering and transportation pipelines, which may or may not have sufficient capacity to transport production from all of the wells in the area. As a ~~price~~result, we rely on third party oil trucking to transport a significant portion of our ~~$212.00~~production to third party transportation pipelines, rail loading facilities and other ~~expire~~market ~~after~~access apoints. ~~term~~Any significant curtailment in gathering system or pipeline capacity, or the unavailability of ~~five~~sufficient ~~years~~third party trucking or rail capacity, could adversely affect our business, results of operations and financial condition.

~~Loan~~Seasonal ~~Agreement~~weather ~~with~~conditions adversely ~~Black~~affect ~~Mountain~~operators’ ~~Equities,~~ability ~~Inc~~to conduct drilling activities in the areas where our properties are located.

OnSeasonal ~~March~~weather 3,conditions ~~2014,~~can limit wedrilling ~~entered~~and ~~into~~producing aactivities ~~securities~~and ~~purchase~~other operations in our operating ~~agreement~~areas ~~with~~and ~~Black~~as ~~Mountain~~a ~~Equities~~result, ~~Inc.,~~a ~~pursuant~~majority toof ~~which~~the ~~Black~~drilling ~~Mountain provided~~on our ~~company~~properties ~~with~~is angenerally performed ~~aggregate~~during ~~investment~~the ofsummer ~~$100,000~~and infall ~~consideration of~~months. ~~our~~These ~~issuance~~seasonal ofconstraints ~~original~~can ~~issue~~pose challenges ~~discount~~for ~~convertible~~meeting ~~promissory~~well ~~notes~~drilling objectives and ~~common~~ ~~share~~increase ~~purchase~~competition ~~warrants.~~for equipment, Wesupplies ~~issued~~and ~~Black~~personnel ~~Mountain~~during athe ~~convertible promissory~~summer ~~note~~and offall ~~$115~~months,~~000~~ ~~with~~which ~~15%~~could lead ~~prepaid~~to ~~interest~~shortages ~~due~~and ~~April~~increase 1,costs ~~2015~~or ~~and convertible~~delay ~~into~~operations. ~~common~~Additionally, ~~shares~~many municipalities onimpose aweight ~~cashless~~restrictions ~~basis~~on at the ~~lesser~~paved ~~price~~roads ~~per~~that ~~share~~lead to ofjobsites ~~$240.00~~due orto ~~50% of~~ the ~~lowest~~muddy ~~trade~~conditions ~~price~~caused ofby ~~our~~spring ~~common~~thaws. ~~shares~~This ~~during~~could ~~the~~limit ~~prior~~access 20to ~~trading~~jobsites ~~days~~and ~~immediately~~operators’ ~~preceding~~ability ~~the~~to ~~delivery~~service ofwells ~~any~~in ~~related conversion~~these ~~notice~~areas.

~~As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:~~ 24

•We Onmay ~~October~~be ~~27,~~unable ~~2014,~~to weobtain ~~issued~~additional ~~5,678~~capital ~~common~~that ~~shares at a deemed price of 5.80 per share for promissory note and interest conversion of $32,934. • On December 12, 2014,~~ we ~~issued~~will require ~~18,612~~to ~~common~~implement ~~shares~~our atbusiness ~~a deemed price of $1~~plan.20 per share for promissory note and interest conversion of $22,334. • On March 31, 2015, we issued 20,834 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $25,000. • On May 1, 2015, we issued 105,315 common shares at a deemed price of $0.16 per share for promissory note and interest conversion of $16,850. • On May 7, 2015, we issued 90,775 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $6,354. • On May 12, 2015, we issued 90,775 common shares at a deemed price of $0.07 per share promissory note and interest conversion of $6,354.

	•	On June 4, 2015, we issued 222,791 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $8,911.
	•	On June 11, 2015, we issued 428,933 common shares at a deemed price of $0.03 per share for promissory note and interest conversion $12,868.

Future acquisitions and future exploration, development, production and marketing activities, will require a substantial amount of capital. Borrowings under equity-linked securities may not be sufficient to fund both our continuing operations and our planned growth. We may require additional capital to continue to grow our business through acquisitions and to further expand our exploration and development programs. We may be unable to obtain additional capital if and when required.

AsWe may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in consummating suitable financing transactions in the time period required or at all, and we may not be able to obtain the capital ~~date~~we require by other means. If the amount of ~~this~~capital ~~report~~we are able to raise from financing activities, ~~there~~together ~~remains~~with noour ~~balance~~cash from operations, is not ~~unconverted~~sufficient to satisfy our capital requirements, we may not be able to implement our business plan and ~~payable~~may ~~pursuant~~be required to ~~the~~scale ~~note~~back our operations, sell assets at unattractive prices or obtain financing on unattractive terms, any of which could adversely affect our business, results of operations and financial condition.

InOur ~~addition~~acquisition onstrategy ~~March~~will 3,subject ~~2014,~~us ~~we issued an aggregate of 417 warrants~~ to ~~Black~~certain ~~Mountain in consideration for purchasing the note. Subject to~~risks ~~adjustments,~~associated ~~each~~with ~~warrant is convertible into common shares at a price of $240.00 per share and expire after a term of five years. In~~ the ~~case~~inherent ~~that~~uncertainty ~~our common~~in ~~share~~evaluating ~~closing~~properties ~~price is greater than $240.00 per share~~ for ~~two~~which ~~days, the~~we ~~warrants~~have ~~may~~limited ~~be exercised on a cashless basis at a price pursuant to the warrant~~information. ~~As at the date of this report, we have made the following issuances of common stock in full exercise of the March 3, 2014 warrants:~~

	•	On August 5, 2014, we issued 5,161 common shares pursuant to the exercise of warrants at a deemed price of $33.59 per share or $173,367 in the aggregate.
	•	On September 15, 2014, we issued 2,737 common shares pursuant to the exercise of warrants at a deemed price of $34.12 per share or $93,401 in the aggregate.

We have expanded our operations in part through acquisitions. Our decision to acquire a property will depend in part on the evaluation of data obtained from production reports and engineering studies, geophysical and geological analyses and seismic and other information, the results of which are often inconclusive and subject to various interpretations. Also, our reviews of acquired properties are inherently incomplete because it generally is not feasible to perform an in-depth review of the individual properties involved in each acquisition. Even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Inspections may not always be performed on every well, and environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken.

AsAny atacquisition ~~the~~involves ~~date~~other potential ofrisks, ~~this report~~including, ~~there~~among ~~are~~other nothings: ~~warrants remaining pursuant to the securities purchase agreement.~~

On• ~~March~~the 3validity of our assumptions about reserves, ~~2014~~future production, werevenues ~~entered~~and ~~into~~costs; • a ~~securities~~significant ~~purchase agreement~~increase ~~with~~in ~~Alta~~our ~~Disposal~~interest ~~Ltd.~~expense or financial leverage if we incur additional debt to finance acquisitions; • dilution to shareholders if we use equity as consideration for, ~~our~~or ~~wholly-owned~~to ~~subsidiary~~finance, ~~and~~acquisitions; ~~514742~~• ~~B.C. Ltd.~~the assumption of unknown liabilities, ~~pursuant~~losses toor costs for which ~~514742~~we ~~B.C.~~are ~~provided~~not ~~Alta~~indemnified ~~Disposal~~or ~~with~~for which our indemnity is inadequate; • an ~~aggregate investment~~inability ofto ~~CAD$330~~hire,~~000~~ ~~(US$298,518)~~train inor ~~consideration~~retain ofqualified personnel to manage and operate our ~~issuance~~growing ~~of secured~~business ~~promissory~~and ~~notes~~assets; and ~~common~~• ~~share~~an ~~purchase~~increase ~~warrants.~~in our costs or a decrease in our revenues associated with any potential royalty owner or landowner claims or disputes.

OnThe ~~March~~loss 3,of ~~2014,~~any ~~514742~~member ~~B.C. funded an aggregate investment~~ of our ~~CAD$333,000~~management ~~to Alta Disposal. Therefore~~team, ~~Alta~~upon ~~Disposal~~whose ~~issued 514742 B.C. a secured promissory note of Alta Disposal CAD$333~~knowledge,~~000~~ relationships with ~~20%~~industry ~~interest due June 1~~participants, leadership ~~2014.~~and ~~The~~technical ~~note~~expertise iswe ~~secured~~rely bycould ~~all~~diminish ~~present~~our ~~and~~ability ~~after~~to ~~acquired property of Alta~~conduct ~~Disposal.~~our ~~Effective April 14~~operations, ~~2014,~~and ~~the~~harm ~~company~~our ~~paid~~ability ~~a total of CAD$346,274 (US$316,355) in principle and interest~~ to ~~settle~~execute ~~this~~our ~~debt~~business plan.

InOur ~~addition~~success ondepends ~~March~~heavily 3,upon the ~~2014,~~continued wecontributions ~~issued~~of anthose ~~aggregate~~members ~~550~~of our management team whose ~~warrants~~knowledge, torelationships ~~514742~~with ~~B.C.~~industry inparticipants, ~~consideration~~leadership ~~for~~and ~~purchasing~~technical expertise ~~the~~would ~~note~~be difficult to replace. ~~Subject~~In particular, our ability to ~~adjustments~~successfully acquire additional properties, ~~these~~to ~~warrants~~increase ~~are~~our ~~convertible~~reserves, ~~into~~to participate ~~common~~in ~~shares~~drilling atopportunities aand ~~price~~to ~~of $200.00~~identify and ~~expire~~enter ~~after~~into acommercial arrangements ~~term~~depends ofon ~~three~~developing ~~years~~and maintaining close working relationships with industry participants. In ~~the~~addition, ~~case~~our ~~that~~ability ~~after~~to ~~six~~select and evaluate ~~months~~suitable ~~there~~properties isand noto ~~registration~~consummate ~~statement~~transactions ~~available~~in ~~for~~a ~~the~~highly ~~resale~~competitive environment ofis dependent on our ~~common~~management team’s knowledge and expertise in the ~~shares~~industry. ~~from~~To ~~exercising~~continue ofto ~~these~~develop ~~warrants~~our business, we rely on our management team’s knowledge and expertise in the ~~warrants~~industry and will use our management team’s relationships with industry participants to enter into strategic relationships, which may betake ~~exercised~~the onform aof joint ventures with ~~cashless~~other ~~basis~~private atparties aand ~~price~~contractual asarrangements ~~set~~with ~~out~~other inoil ~~the~~and ~~warrant~~natural gas companies.

~~Loan Agreement with Cardinal Capital Group, Inc.~~ 25

OnCompetition ~~October~~may ~~31,~~limit ~~2014, we entered into a securities purchase~~our ~~agreement~~ ability ~~with~~to ~~Cardinal~~obtain ~~Capital~~rights ~~Group, Inc., pursuant~~ to ~~which~~explore Cardinal Capital provided our company with an aggregate investment of $50,000 in consideration of our issuance of a convertible promissory note. We issued Cardinal Capital a convertible promissory note of $59,500 comprised of $6,000 in interest and ~~$3,500~~ indevelop ~~legal~~oil ~~fees~~ and ~~due~~natural ingas ~~two years~~reserves. ~~The note is convertible into shares~~ of our common stock at the lesser of $20.00 or 65% of the lowest trade price of our common stock during the 20 trading days immediately preceding a conversion date. As at the date of this report, we have made the following issuances of common stock in conversion of the October 31, 2014 note:

•The Onoil ~~April~~and ~~30,~~natural ~~2015,~~gas weindustry is ~~issued~~highly ~~49,000~~competitive. ~~common~~Other ~~shares~~oil atand anatural ~~deemed~~gas ~~price~~companies ofmay ~~$0.20~~seek ~~per~~to ~~share~~acquire oil ~~for~~and ~~promissory~~natural ~~note~~gas leases and ~~interest~~other ~~conversion~~properties ofand ~~$9,800.~~services •we Onwill ~~May~~need 1,to operate ~~2015,~~our webusiness ~~issued~~in ~~49,000~~the ~~common~~areas ~~shares~~in atwhich awe ~~deemed~~expect ~~price~~to ~~of $0~~operate.20 ~~per~~This competition ~~share~~is ~~for~~increasingly ~~promissory~~intense ~~note~~as prices of oil and ~~interest~~natural ~~conversion~~gas ~~$9,800.~~on •the commodities Onmarkets ~~May~~have 7,risen ~~2015,~~in werecent ~~issued~~years. 49Additionally,~~000~~ ~~common~~other ~~shares~~companies engaged atin aour ~~deemed~~line ~~price~~ of ~~$0.09~~business ~~per~~may ~~share~~compete ~~for~~with ~~promissory~~us ~~note~~from ~~and~~time ~~interest~~to ~~conversion~~time ~~$4,459~~in obtaining capital from investors. •Competitors Oninclude ~~May~~larger 11companies which, ~~2015~~in particular, wemay ~~issued~~have ~~110~~access to greater resources,~~000~~ ~~common~~may ~~shares~~be atmore asuccessful ~~deemed~~in ~~price~~the recruitment and retention of ~~$0.09~~qualified ~~per~~employees ~~share~~and ~~for~~may ~~promissory~~conduct ~~note~~their own refining and ~~interest~~petroleum ~~conversion~~marketing ~~$10~~operations,~~010.~~ •which Onmay ~~May~~give ~~14,~~them ~~2015,~~a wecompetitive advantage. ~~issued~~In ~~110~~addition,~~000~~ ~~common~~actual ~~shares~~or atpotential acompetitors ~~deemed~~may ~~price~~be ofstrengthened through ~~$0.08~~the ~~per~~acquisition ~~share~~of ~~for~~additional ~~promissory~~assets ~~note~~ and ~~interest conversion $8,580~~interests. •If Onwe ~~May~~are ~~27,~~unable ~~2015,~~to compete weeffectively ~~issued~~or ~~150,000~~respond ~~common~~adequately ~~shares~~to atcompetitive apressures, ~~deemed~~our ~~price~~ results of ~~$0.07~~operation ~~per~~and ~~share~~financial ~~for~~condition ~~promissory~~may ~~note~~be ~~and~~materially ~~interest~~adversely ~~conversion $9,750~~affected.

	•	On June 2, 2015, we issued 150,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $7,800.
	•	On June 15, 2015, we issued 165,154 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $6,441.

Market conditions or operational impediments may hinder our access to oil and natural gas markets or delay our production.

AsMarket atconditions or the unavailability ~~date~~of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of ~~this~~a ~~report~~ready market for our oil and natural gas production depends on a number of factors, ~~there~~including ~~remains~~the nodemand ~~balance~~for and supply of oil and ~~unconverted~~natural gas and ~~payable~~the ~~pursuant~~proximity of reserves to pipelines and terminal facilities. Our ability to market our production depends, in substantial part, on the availability ~~note~~and capacity of gathering systems, pipelines and processing facilities owned and operated by third-parties. Our failure to obtain such services on acceptable terms could materially harm our business. We may be required to shut in wells due to lack of a market or inadequacy or unavailability of crude oil or natural gas pipelines or gathering system capacity. If our production becomes shut-in for any of these or other reasons, we would be unable to realize revenue from those wells until other arrangements were made to deliver the products to market.

~~Loan~~Our ~~Agreement~~business ~~with~~is ~~InLight~~subject ~~Capital~~to complex ~~Partners~~federal, ~~LLC~~state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of doing business.

OnOur ~~August~~operational 22interests, ~~2014,~~as operated weby ~~entered~~our ~~into~~third-party aoperating ~~securities~~partners, ~~purchase agreement~~are ~~with~~regulated ~~InLight~~extensively ~~Capital~~at ~~Partners~~the federal, ~~LLC~~state, ~~pursuant~~tribal toand ~~which~~local ~~InLight~~levels. ~~Capital~~Environmental and other governmental ~~provided~~laws ~~our~~and ~~company~~regulations ~~with~~have anincreased ~~aggregate~~the ~~investment~~costs ofto ~~$100~~plan,~~000~~ indesign, ~~consideration~~drill, install, ofoperate ~~our~~and ~~issuance~~abandon ofoil aand ~~convertible~~natural ~~promissory~~gas ~~note~~wells. ~~and~~Under ~~warrants~~these tolaws ~~purchase~~and ~~common~~regulations, ~~shares of~~ our company ~~with~~(either andirectly ~~aggregate~~or ~~exercise~~indirectly ~~price~~through ofour ~~$120,500.~~operating ~~The~~partners) ~~note was~~could ~~funded~~also bybe ~~InLight~~liable ~~Capital~~for inpersonal ~~the amount of $100~~injuries,~~000~~ property and ~~shall~~natural ~~include~~resource ~~$20,500~~damage inand ~~respect~~other ofdamages. ~~pre-paid~~Failure ~~interest~~to ~~calculated~~comply inwith ~~advance~~these atlaws ~~the~~and ~~rate~~regulations ofmay ~~12%~~result ~~per annum~~in ~~for~~the 18suspension ~~months~~or ~~plus~~termination ~~expenses~~ of ~~the~~our ~~Purchaser.~~business ~~InLight~~and ~~Capital~~subject ~~delivered~~us to usadministrative, ~~funds~~civil ~~in the amount of $50,000 on the effective date~~ and ~~$50,000~~criminal ~~on September 19, 2014~~penalties. ~~On July 27~~Moreover, ~~2016,~~public ~~InLight~~interest ~~Capital~~in ~~Partners, LLC signed an extension of~~environmental ~~the~~protection ~~maturity~~has ofincreased ~~the~~in ~~note~~recent ~~due February 23~~years, ~~2016.~~and ~~The~~environmental ~~note~~organizations ~~now matures on February~~have 23opposed, ~~2017~~ with ~~the~~some ~~same~~success, ~~terms~~certain ~~and~~drilling ~~conditions~~projects.

AsPart atof the ~~date~~regulatory environment in which we do business includes, in some cases, legal requirements for obtaining environmental assessments, environmental impact studies and/or plans of ~~this~~development ~~report~~before commencing drilling and production activities. In addition, our activities are subject to the regulations regarding conservation practices and protection of correlative rights. These regulations affect our business and limit the quantity of natural gas we ~~have~~may ~~made~~produce and sell. A major risk inherent in the ~~following~~drilling plans in which we participate is the need for our ~~issuances~~operators to obtain drilling permits from state and local authorities. Delays in obtaining regulatory approvals or drilling permits, the failure to obtain a drilling permit for a well or the receipt of ~~common~~a ~~stock~~permit with unreasonable conditions or costs could have a material adverse effect on the development of our properties. Additionally, the oil and natural gas regulatory environment could change in ~~conversion~~ways that might substantially increase the financial and managerial costs of compliance with these laws and regulations and, consequently, adversely affect our profitability. At this time, we cannot predict the ~~August~~effect 22of this increase on our results of operations.Furthermore, ~~2014~~we ~~note:~~may be put at a competitive disadvantage to larger companies in our industry that can spread these additional costs over a greater number of wells and larger operating staff.

~~• On April 13, 2015, we issued~~ 26,250 common shares at a deemed price of $0.64 per share for promissory note and interest conversion of$16,721. • On April 27, 2015, we issued 26,250 common shares at a deemed price of $0.22 per share for promissory note and interest conversion of $5,801. • On April 30, 2015, we issued 54,200 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $9,160. • On May 5, 2015, we issued 78,892 common shares at a deemed price of $0.12 per share for promissory note and interest conversion of $9,230. • On May 11, 2015, we issued 92,741 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $8,439. • On May 19, 2015, we issued 166,802 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $13,091. • On June 9, 2015, we issued 255,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion of $13,260. • On July 22, 2015, we issued 100,000 common shares at a deemed price of $0.05 per share for promissory note conversion of $5,200. • On April 11, 2016, we issued 500,000 common shares at a deemed price of $0.00975 per share for promissory note conversion and interest conversion of $4,875. • On April 26, 2016, we issued 1,600,000 common shares at a deemed price of $0.00715 per share for promissory note conversion $11,400.

OnEnvironmental ~~July~~risks ~~27,~~may ~~2016,~~adversely weaffect ~~agreed~~our ~~with InLight Capital to amend the promissory note by extending the maturity until February 23, 2017 in exchange for $35,000 in consideration to be added to the note~~business. ~~As at September 29, 2016~~ ~~the principal amount of $43,644.68 plus interest remained payable pursuant to the promissory note, as amended.~~

InAll ~~addition~~phases onof ~~August~~the ~~22,~~oil ~~2014~~ and ~~September~~natural gas ~~19,~~business ~~2014,~~can ~~we issued~~present anenvironmental ~~aggregate~~risks ofand ~~538~~hazards ~~warrants~~and are subject to environmental ~~InLight~~regulation ~~Capital~~pursuant ~~Partners~~to a variety of federal, ~~LLC~~state inand municipal ~~consideration~~laws and regulations. Environmental legislation provides for, ~~purchasing~~among ~~the~~other things, ~~note.~~restrictions ~~Subject~~and toprohibitions ~~adjustments~~on spills, ~~these~~releases ~~warrants~~or emissions of ~~are~~various ~~convertible~~substances ~~into~~produced ~~common~~in ~~shares~~association atwith aoil ~~price~~and ofnatural ~~$112~~gas operations.00 The legislation also requires that wells and ~~expire~~facility ~~after~~sites abe ~~term~~operated, ofmaintained, ~~five~~abandoned ~~years.~~and Inreclaimed to the ~~case~~satisfaction ~~that~~of ~~after~~applicable ~~six~~regulatory authorities. ~~months~~There ~~there~~ is norisk ~~registration~~of incurring significant environmental costs and ~~statement~~liabilities ~~available~~as ~~for~~a result of the ~~resale~~handling of petroleum hydrocarbons and wastes, air emissions and wastewater discharges related to our ~~common~~business, ~~shares~~and ~~from~~historical operations ~~exercising~~and ofwaste disposal practices. Failure to comply with these laws and ~~warrants,~~regulations may result in the ~~warrants~~assessment ~~may~~of beadministrative, ~~exercised~~civil onand acriminal penalties, ~~cashless~~loss ~~basis~~of atour aleases, ~~price~~incurrence asof ~~set~~investigatory or remedial ~~out~~obligations inand the ~~warrant~~imposition of injunctive relief.

~~Loan~~Environmental ~~Agreement~~legislation ~~with~~is evolving ~~Louis~~in ~~Feld~~a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge, regardless of whether we were responsible for the release or contamination and regardless of whether our operating partners met previous standards in the industry at the time they were conducted. In addition, claims for damages to persons, property or natural resources may result from environmental and other impacts of operations on our properties. The application of environmental laws to our business may cause us to curtail production or increase the costs of our production, development or exploration activities.

OnFederal ~~February 6, 2015, Louis Feld provided our company with an aggregate investment of $88,500 in consideration of our issuance of $88,500 convertible promissory note~~ and ~~warrants~~state ~~to acquire 13,828 common shares with an~~legislative ~~aggregate exercise price of $88,500. We issued Mr. Feld a convertible promissory note with 12% interest due August 6, 2016~~ and ~~convertible~~regulatory ~~into~~initiatives ~~common~~relating ~~shares~~to ~~on a~~hydraulic ~~cashless~~fracturing ~~basis~~could atresult ~~a price of 65% of the lowest closing bid price of our common~~in ~~shares~~increased ~~during~~costs ~~the prior 20 trading days. During the periods ended June 30, 2016~~ and ~~June~~additional ~~30,~~operating ~~2015,~~restrictions ~~interest~~or ~~expense of $7,911 and $8,863 was accrued, respectively~~delays. ~~As at the date of this report, we have made the following issuances of common stock in conversion of promissory note:~~

•Hydraulic Onfracturing ~~August~~is ~~17,~~used extensively ~~2015,~~by weour ~~issued~~third-party ~~250,000~~operating ~~common~~partners. ~~shares~~The athydraulic afracturing process ~~deemed~~is ~~price~~typically ofregulated ~~$0.04~~by ~~per~~state ~~share~~oil ~~for promissory note~~ and ~~interest~~natural ~~conversion~~gas ~~of $9,750~~commissions. Hydraulic •fracturing Oninvolves ~~September~~the ~~18,~~injection ~~2015,~~of ~~we issued 394~~water,~~231~~ ~~common~~sand ~~shares~~and atchemicals aunder pressure ~~deemed~~into ~~price~~formations ofto ~~$0.03~~fracture ~~per~~the ~~share~~surrounding ~~for~~rock ~~promissory~~and ~~note conversion of $10,250~~stimulate production. •The OnSafe ~~March~~Drinking ~~29,~~Water ~~2015~~Act (the ~~Company~~“SDWA”) ~~issued~~regulates ~~450,748~~the ~~common~~underground injection ~~shares~~of atsubstances athrough ~~deemed~~the ~~price~~Underground ofInjection $0Control (“UIC”) program.~~0221~~ ~~per~~While ~~share~~hydraulic ~~for~~fracturing ~~promissory~~generally ~~note~~is ~~conversion~~exempt offrom ~~$6,475.~~regulation •under the OnUIC ~~April 4~~program, ~~2016~~ the ~~Company~~EPA ~~issued~~has ~~641,025~~taken ~~common~~the ~~shares~~position atthat ahydraulic ~~deemed~~fracturing ~~price~~with fluids ofcontaining ~~$0.0252~~diesel ~~per~~fuel ~~share~~is ~~for~~subject ~~promissory~~to ~~note~~regulation ~~conversion~~under ~~and~~the ~~interest~~UIC ~~conversion~~program ofas “Class ~~$10,500.00.~~II” •UIC wells. On ~~April~~October 821, ~~2016~~2011, the ~~Company~~EPA ~~issued~~announced ~~769,230~~its ~~common~~intention ~~shares~~to propose atfederal aClean ~~deemed~~Water ~~price~~Act ofregulations ~~$0.0126~~governing ~~per~~wastewater ~~share~~discharges ~~for~~from hydraulic ~~promissory~~fracturing ~~note conversion~~ and ~~interest~~certain ~~conversion~~other ofnatural ~~$7,500~~gas operations.~~00.~~ •In ~~On April 14~~addition, ~~2016~~ the Department ~~Company~~of ~~issued~~Interior ~~846,153~~(“DOI”) ~~common~~published ~~shares at~~ a ~~deemed~~revised ~~price~~proposed ofrule ~~$0.00975~~on ~~per~~May ~~share~~24, ~~for~~2013 that ~~promissory~~would ~~note~~update ~~conversion~~existing ~~and~~regulation ~~interest~~of ~~conversion~~hydraulic offracturing ~~$8,250.~~activities •on Federal Onand ~~April~~Indian 17lands, ~~2016~~including ~~the~~requirements ~~Company~~for ~~issued 1~~disclosure,~~128,205~~ ~~common~~well ~~shares~~bore integrity atand ahandling ~~deemed price~~ of ~~$0.00975~~flowback ~~per share for promissory note conversion $11,000~~water.~~00.~~ OnThe ~~May~~final 3,rule ~~2016~~was ~~the Company~~ issued ~~1,586,538~~on ~~common~~March ~~shares at a deemed price of $0.0026 per share for promissory note conversion $4~~26,~~125~~ 2015.~~00.~~

AsThe atEPA has commenced a study of the ~~date~~potential environmental impacts of ~~this~~hydraulic ~~report~~fracturing activities, ~~there~~and ~~remains~~a committee $7of the U.S. House of Representatives is also conducting an investigation of hydraulic fracturing practices. The EPA issued a Progress Report in December 2012. In March 2013,~~150~~ ~~balance~~the EPA’s Scientific Advisory Board ~~unconverted~~(“SAB”) formed an ad hoc panel of experts who are reviewing the Progress Report on the study. The draft assessment was released for public comment and ~~payable~~peer review ~~pursuant~~on June 5, 2015 and a final assessment was released in December 2016 generally concluding that hydraulic fracturing activities can impact drinking water resources in some circumstances and identifying factors that can influence the impacts. As part of these studies, both the EPA and the House committee have requested that certain companies provide them with information concerning the chemicals used in the hydraulic fracturing process. These studies could spur initiatives to regulate hydraulic fracturing under the ~~note~~SDWA or otherwise. Congress has in recent legislative sessions considered legislation to amend the SDWA, including legislation that would repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of Congress. The U.S. Congress may consider similar SDWA legislation in the future.

~~Loan Agreement with River North Equity LLC~~ 27

On ~~February~~August 2416, ~~2015~~2012, ~~River~~the ~~North~~EPA published ~~provided~~final ~~our~~regulations ~~company~~under ~~with~~the anClean Air Act (“CAA”) that establish new ~~aggregate~~air ~~investment~~emission ofcontrols ~~$100~~for oil and natural gas production and natural gas processing operations. Specifically,~~000~~ inthe ~~consideration~~EPA ofpromulgated ~~our~~New ~~issuance~~Source ofPerformance Standards a(“NSPS”) establishing emission limits for sulfur dioxide (SO2) and ~~convertible~~volatile ~~promissory~~organic ~~note~~compounds ~~with~~(VOCs). The final rule requires a ~~face~~95% ~~value~~reduction in VOCs emitted by mandating the use of ~~$118~~reduced emission completions or “green completions” on all hydraulically-fractured gas wells constructed or refractured after January 1,~~000~~ 2015. Until this date, emissions from fractured and refractured gas wells must be reduced through reduced emission completions or combustion devices. The ~~face~~rules ~~value~~also ofestablish ~~the~~new requirements regarding emissions from ~~note~~compressors, ~~includes~~controllers, ~~minimum~~dehydrators, ~~interest~~storage tanks and other production equipment. In response to numerous requests for 18reconsideration ~~months~~of atthese rules from both industry and the ~~rate~~environmental ofcommunity ~~12%~~and ~~per~~court ~~annum,~~challenges to the ~~calculated~~final ~~monthly~~rules, the EPA announced its intention to issue revised rules in 2013. The EPA ~~promissory~~published ~~note,~~revised ~~which~~portions isof ~~due~~these ~~August~~rules ~~24,~~on ~~2016~~September 23, is2013 for VOC ~~convertible~~emissions ~~into~~for ~~common~~production ~~shares~~oil and gas storage tanks, in part phasing in emissions controls on astorage ~~cashless~~tanks ~~basis~~past atOctober a15, ~~price~~2013. ofOn ~~65%~~December of19, 2014, the EPA ~~lowest~~published ~~closing~~updates ~~bid~~to ~~price~~its ofNSPS ~~our~~for ~~common~~the ~~shares~~oil ~~during~~and ~~the~~gas ~~prior~~industry. 25The ~~trading~~most ~~days~~recent ~~including~~proposed update to the ~~delivery~~oil ofand ~~any~~gas ~~related~~NSPS ~~conversion~~came ~~notice~~on June 3, 2016, when the EPA finalized further amendments that address methane emissions from certain oil and gas facilities.

OnA ~~November~~number 10of lawsuits and enforcement actions have been initiated across the country alleging that hydraulic fracturing practices have adversely impacted drinking water supplies, use ~~2015~~of surface water, ~~River~~and ~~North~~the ~~agreed~~environment togenerally. ~~assign~~If annew ~~aggregate~~laws or regulations ofthat ~~$100~~significantly restrict hydraulic fracturing,~~000~~ such as amendments to the SDWA, are adopted, such laws could make it more costly for us and difficult for our third party operating partners to perform fracturing to stimulate production from tight formations as well as make it easier for third parties opposing the hydraulic ~~convertible~~fracturing ~~promissory~~process ~~note~~to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. In addition, if hydraulic fracturing is further regulated at the federal or state level, our third-party operating partners fracturing activities could become subject to ~~VES~~additional ~~Trust~~permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements and also to attendant permitting delays and potential increases in costs.

~~Bridge~~Any ~~Loan~~such ~~Agreement~~federal or state legislative or regulatory changes with ~~JDF~~respect ~~Capital~~to ~~Inc~~hydraulic fracturing could cause us to incur substantial compliance costs or result in operational delays, and the consequences of any failure to comply by us or our third-party operating partners could have a material adverse effect on our financial condition and results of operations. Until such pending or threatened legislation or regulations are finalized and implemented, it is not possible to estimate their impact on our business.

OnAny ~~April~~of ~~15,~~the ~~2015,~~above ~~JDF~~risks ~~Capital~~could impair ~~provided~~ our ~~company~~ability ~~with~~to ~~a $50,000~~manage ~~loan~~our ~~with~~business ~~10%~~and ~~interest~~have ~~per~~a ~~annum~~material ~~due~~adverse ~~April~~effect ~~15, 2015. On or about May 22,~~on ~~2015~~our ~~we prepaid the aggregate of $50~~operations,~~493.15,~~ incash ~~full~~flows ~~repayment of the loan,~~ and ~~aggregate~~ ~~accrued~~financial ~~interest of $493~~position.~~15.~~

~~Promissory~~Climate ~~Notes~~change ~~with~~legislation ~~VES~~or regulations ~~Investment~~restricting ~~Trust~~emissions of “greenhouse gases” could result in increased operating costs and reduced demand for the oil and natural gas that we produce.

OnThe ~~November~~EPA 11has determined that emissions of certain “greenhouse gases” (“GHG”) present an endangerment to public health and the environment because emissions of such gases are, ~~2015~~according to the ~~balance~~EPA, ~~note~~contributing to warming of $6the earth’s atmosphere and other climatic changes. Based on its findings,~~639~~ ~~along~~the ~~with~~EPA has begun adopting and implementing ~~interest~~regulations to restrict emissions of $5greenhouse gases under existing provisions of the Clean Air Act (the “CAA”). On September 22,~~681~~ ~~totaling~~2009, the EPA issued a final rule requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the U.S. beginning in 2011 for emissions occurring in 2010. On November 30, 2010, the EPA published a final rule expanding its existing greenhouse gas emissions reporting rule to $include certain petroleum and natural gas facilities, which rule requires data collection beginning in 2011 and reporting beginning in 2012. Our operating partners were required to report certain of their greenhouse gas emissions under this rule by September 28, 2012. On May 12,~~320~~ 2010, the EPA also issued a “tailoring” rule, which makes certain large stationary sources and modification projects subject to permitting requirements for greenhouse gas emissions under the CAA. On June 23, 2014, the U.S. Supreme Court in Utility Air Regulatory Group v. EPA held that the EPA’s “Tailoring Rule” was ~~assigned~~invalid, but held that if a source was subject to ~~VES~~PSD ~~Trust~~or Title V based on emissions of conventional pollutants like sulfur dioxide, particulates, nitrogen or dioxide, carbon monoxide, ozone and lead, then the EPA could also require the source to control GHGS and would have to install Best Available Control Technology to do so. As a result, a source no longer is required to meet PSD and Title V permitting requirements based solely on its GHG emissions. On February 23, 2014, Colorado became the first state in the nation to adopt rules to control methane emissions from Colorado oil and gas facilities. Subsequently, the Obama administration has approved rules that would require controls on methane emissions from oil and gas facilities. In addition, the EPA has continued to adopt GHG regulations of other industries, such as the October 23, 2015, promulgation of emission guidelines for GHG emissions from existing electric utility generating units (the “Clean Power Plan”). This plan requires states to regulate carbon dioxide emissions from utility operations, with a long-term goal of 30% reduction below 2005 rates of CO2 from electric utilities by the year 2030. An expected outcome of this plan is that use of coal as a main fuel source for electric utilities would be replaced by use of lower-emitting products, including natural gas and wind and solar energy. Implementation of the Clean Power Plan is currently stayed pending court review. As a result of this continued regulatory focus, future GHG regulations of the oil and gas industry remain a possibility.

	•	On March 24, 2015, the Company issued 500,000 common shares at a deemed price of $0.014 per share for promissory note of $7,183.
	•	On April 8, 2016, the Company issued 591,620 common shares at a deemed price of $0.0086 per share for promissory note conversion of $5,138.

AsIn ataddition, the ~~June~~U.S. 30Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gases, ~~2016~~though it is yet to do so, ~~there~~and ~~remains~~almost aone-half ~~balance~~of the states have already taken legal measures to reduce emissions of $0greenhouse gases ~~unconverted~~primarily through the planned development of greenhouse gas emission inventories and/or ~~payable~~regional ~~pursuant~~greenhouse gas cap and trade programs. Most of these cap and trade programs work by requiring major sources of emissions, such as electric power plants or major producers of fuels, such as refineries and gas processing plants, to acquire and surrender emission allowances that correspond to their annual emissions of GHGs. The number of allowances available for purchase is reduced each year in an effort to achieve the ~~note~~overall GHG reduction goal. As the number of GHG emission allowances declines each year, the cost or value of such allowances is expected to escalate significantly. The adoption of legislation or regulatory programs to reduce emissions of greenhouse gases could require our third-party operating partners, and indirectly us, to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, the oil and natural gas produced by our operational interests. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations.

OnRegulation ~~December~~of 1,GHG ~~2015,~~emissions ~~we entered into a securities purchase~~could ~~agreement~~also ~~with~~result ~~VES~~in ~~Investment~~reduced ~~Trust~~demand ~~dated~~for ~~December~~our 1production, ~~2015~~as ~~pursuant~~oil toand ~~which~~natural wegas ~~issued~~consumers seek to ~~VES~~reduce ~~Investment~~their ~~Trust~~own aGHG ~~convertible~~emissions. ~~promissory~~Any ~~note~~regulation ~~in the aggregate principal amount~~ of ~~$18~~GHG emissions,~~000,~~ ~~which~~including ~~amount~~through ~~includes~~a ~~the~~cap-and-trade ~~purchase~~system, ~~price~~technology ofmandate, ~~$15~~emissions tax,~~000,~~ ~~10%~~reporting ~~pre-paid~~requirement ~~interest~~or ~~(per~~other ~~annum~~program, ~~for~~could 12have ~~months)~~a ofmaterial adverse ~~$1,500,~~effect ~~and~~on $1our business,~~500 in~~ ~~respect~~results of ~~legal~~operations ~~fees~~and ~~incurred~~financial ~~by VES Investment Trust~~condition. In ~~The~~addition, ~~convertible~~to ~~note has~~the aextent ~~maturity~~climate ~~date~~change ofresults ~~December~~in 1,more ~~2016~~severe weather and significant isphysical ~~convertible~~effects, insuch ~~whole~~as orincreased infrequency ~~part into~~and ~~shares~~severity of storms, ~~our~~floods, ~~common~~droughts ~~stock~~and atother ~~price~~climatic ~~per~~effects, ~~share~~our ~~equal~~own, toour ~~65%~~third-party operating ofpartners ~~the~~or ~~lowest reported~~our ~~sale~~customers’ ~~price~~operations ofmay ~~our~~be ~~common~~disrupted, ~~shares~~which ~~during~~could result ~~the~~in 20a ~~trading~~decrease ~~days~~in ~~prior~~our ~~to December~~available 1,products ~~2015~~ or ~~prior~~reduce toour ~~the~~customers’ ~~applicable~~demand for ~~conversion~~our ~~date~~products.

~~On January 27~~Further, ~~2016,~~there wehave ~~entered~~been ~~into a securities purchase~~various ~~agreement~~legislative ~~with~~and ~~VES~~regulatory ~~Investment~~proposals ~~Trust.~~at ~~Pursuant to~~ the ~~terms~~federal ofand ~~the~~state ~~agreement,~~levels ~~VES~~to provide ~~Investment~~incentives ~~acquired~~and asubsidies ~~10%~~to ~~convertible~~(i) ~~note~~shift ~~with~~more anpower ~~aggregate~~generation ~~face~~to ~~value~~renewable ofenergy ~~$5,500,~~sources ~~with~~and an(ii) ~~issuance~~support ~~discount~~technological ofadvances ~~$500~~to ~~and~~drive ~~maturity~~less ~~of one year~~energy consumption. ~~The~~These ~~holder of~~incentives ~~this~~and ~~note~~subsidies iscould ~~entitled,~~have ~~at its option, to convert all or~~ a ~~part~~negative ofimpact ~~the~~on oil, ~~principal~~natural ~~outstanding~~gas atand ~~the~~NGL ~~date into shares of our company’s common stock~~consumption.

OnAny ~~November~~of ~~10,~~the ~~2015,~~above ~~River~~risks ~~North agreed to assign an aggregate~~could ofimpair ~~$100,000~~our ~~from~~ability ~~the convertible promissory note~~ to ~~VES~~manage ~~Trust.~~our Asbusiness atand ~~the~~have ~~date~~a ofmaterial ~~this~~adverse ~~report,~~effect ~~we have made the following~~on ~~issuances~~our ofoperations, ~~common~~cash ~~stock~~flows inand ~~conversion~~financial ofposition. ~~promissory note:~~

•Because Onwe ~~April~~have ~~13,~~no ~~2016~~plans ~~the Company issued 750~~to pay,~~312~~ ~~common shares at a deemed price of $0.009329 per share for promissory note conversion~~ and ~~interest~~are ~~conversion~~currently ofrestricted ~~$7,000.~~from •paying Ondividends ~~April~~on ~~19,~~our ~~2016 the Company issued 750,312~~ common ~~shares at a deemed price of $0.009329 per share for promissory note conversion $7~~stock,~~000.~~ investors •must Onlook ~~April~~solely ~~26,~~to ~~2016~~stock ~~the~~appreciation ~~Company issued 923,077 common shares at a deemed price of $0.0065 per share~~ for ~~promissory note conversion $6,000. • On May 12, 2016 the Company issued 4,000,000 common shares at~~ a ~~deemed~~return ~~price~~on oftheir investment ~~$0.000845~~in ~~per share for promissory note conversion $3,380~~us.

AsWe do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at ~~June~~the 30discretion of our board of directors and will depend on, ~~2016~~among other things, ~~there~~our ~~remains~~earnings, afinancial condition, ~~balance~~capital requirements, level of ~~$76~~indebtedness,~~239 unconverted~~ statutory and contractual ~~payable~~restrictions ~~pursuant~~applying to the ~~note~~payment of dividends and other considerations that our board of directors deems relevant. Investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

~~Recent Loans and Related Agreements~~ 29

OnRisks ~~August~~Related ~~3, 2015, we entered into a securities purchase agreement with JDF Capital Inc. Pursuant~~ to ~~the~~Financing ~~terms~~Our ofBusiness the agreement, JDF Capital acquired a convertible promissory note with an aggregate face value of $36,000 due on February 3, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions. On May 19, 2016, JDF Capital Inc. signed an extension of the maturity of the note due February 3, 2016. The note now matures on February 3, 2017 with the same terms and conditions.

OnOur ~~September~~independent ~~9, 2015, we entered into a securities purchase~~registered ~~agreement~~public ~~with~~accounting ~~JDF~~firm ~~Capital~~has ~~Inc.~~issued ~~Pursuant~~its toaudit ~~the~~opinion ~~terms~~on ofour ~~the agreement, JDF~~consolidated ~~Capital~~financial ~~acquired~~statements aappearing ~~convertible~~in ~~promissory~~our ~~note~~annual ~~with~~report ~~an aggregate face value of $30,000 due~~ on ~~September~~Form 910-K, ~~2016,~~including ~~which amount includes~~ an ~~issuance discount of~~ ~~10%~~explanatory ~~and~~paragraph ~~carries~~as ~~interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount~~ to ~~the~~substantial ~~lowest~~doubt ~~sale~~with ~~price for~~ the 20respect ~~days trading days immediately prior~~ to ~~(i)~~our ~~the~~ability ~~date of the purchase agreement, or (ii) the voluntary conversion date, subject~~ to ~~various prescribed conditions. On~~ ~~September~~continue ~~09,~~as ~~2016,~~a ~~JDF~~going ~~Capital Inc~~concern. ~~signed an extension of the maturity of the note due on September 9, 2016. The note now matures on September 9, 2017 with the same terms and conditions.~~

OnThe ~~November~~accompanying 6,consolidated ~~2015~~financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming we ~~entered~~will ~~into~~continue ~~another~~as ~~securities~~a going concern, which ~~purchase~~contemplates ~~agreement~~the ~~with~~realization ~~JDF~~of ~~Capital~~assets ~~Inc.~~and ~~Pursuant~~satisfaction toof liabilities in the normal ~~terms~~course of business. For the ~~agreement~~year ended June 30, 2017, we had net loss of ~~JDF~~approximately ~~Capital~~$6.8 ~~acquired~~million. aAt ~~convertible~~June ~~promissory~~30, ~~note~~2017, ~~with~~we had an ~~aggregate~~accumulated ~~face~~deficit ~~value~~of approximately $57 million and a working capital deficit of approximately $~~12,000~~7 million. ~~due~~These onfactors ~~November~~raise 6,substantial ~~2016~~doubt about our ability to continue as a going concern, ~~which~~within ~~amount~~one ~~includes~~year anfrom the issuance ~~discount~~ date of ~~10%~~this ~~and~~filing. ~~carries~~Our ability ~~interest~~to atcontinue as a going concern is dependent on our ability to raise the required ~~rate~~additional ofcapital ~~10%~~or ~~per~~debt ~~annum~~financing ~~after~~to 12meet ~~months~~short and long-term operating requirements. ~~The~~We may also encounter business endeavors that require ~~note~~significant iscash ~~convertible~~commitments ator unanticipated problems or expenses that could result in a ~~35%~~requirement ~~discount~~for toadditional cash. If we raise additional funds through the ~~lowest~~issuance ~~sale~~of ~~price~~equity ~~for~~or convertible debt securities, the 20percentage ownership ~~days~~of our current shareholders could be reduced, and such securities ~~trading~~might ~~days~~have ~~immediately~~rights, ~~prior~~preferences or privileges senior to ~~(i)~~our ~~the~~common ~~date~~stock. Additional offinancing ~~the~~may ~~purchase~~not ~~agreement~~be available upon acceptable terms, or at all. If ~~(ii)~~adequate ~~the~~funds ~~voluntary~~are ~~conversion~~not ~~date~~available or are not available on acceptable terms, ~~subject~~we may not be able to ~~various~~take ~~prescribed~~advantage ~~conditions~~of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. If we are unable to obtain the necessary capital, we may have to cease operations.

OnExpansion ~~December~~of 1,our ~~2015, we entered into a securities purchase~~operations ~~agreement~~will ~~with~~require ~~JDF~~significant ~~Capital~~capital ~~Inc.~~expenditures ~~dated~~for ~~December 1, 2015 pursuant to~~ which we ~~issued~~ tomay ~~JDF~~be aunable convertible promissory note in the aggregate principal amount of $18,000, which amount includes the purchase price of $15,000, 10% pre-paid interest (per annum, for 12 months) of $1,500, and $1,500 in respect of legal fees incurred by JDF. The convertible note has a maturity date of December 1, 2016 and is convertible in whole or in part into shares of our common stock at price per share equal to ~~65% of the lowest reported sale price of our common~~ ~~shares~~obtain ~~during~~sufficient ~~the 20 trading days prior to December 1, 2015 or prior to the applicable conversion date~~financing.

OnOur ~~December~~need 3,for ~~2015,~~additional ~~we entered into a securities purchase~~capital ~~agreement~~may ~~with~~adversely LGaffect ~~Capital~~our ~~Funding~~financial ~~pursuant~~condition. toWe ~~which~~have weno ~~issued~~sustained tohistory ~~LG Capital a convertible redeemable note with an aggregate face value~~ of ~~$17,000 due December~~ 3,earnings ~~2016~~ and ~~bearing~~have ~~interest~~operated ~~form issuance~~ at ~~the~~a ~~rate~~loss ofsince ~~10%~~we ~~per~~commenced ~~annum payable on maturity~~business. ~~The~~We ~~holder of the note is entitled, at its option, before or after~~have ~~maturity~~relied, toand ~~convert~~continue ~~all or a part of the principal or interest outstanding into shares of our common stock at a price equal~~ to ~~65%~~rely, ~~of lowest trading price during the 20 trading days~~ on ~~the~~external ~~date~~sources ~~the notice~~ of ~~conversion~~financing isto ~~delivered.~~meet Inour ~~the~~capital ~~event~~requirements, ~~that~~to wecontinue ~~experience~~developing ~~a DTC “Chill” on~~ our ~~shares~~technology, ~~the~~acquire ~~conversion price~~additional ~~shall~~oil beand ~~decreased~~gas toassets, ~~55%~~and ~~instead~~to ofotherwise ~~65%~~implement ~~while~~our ~~that~~corporate ~~“Chill”~~development isand investment ~~in effect~~strategies.

OnWe ~~January~~plan ~~27,~~to ~~2016,~~obtain wethe ~~entered into a securities purchase~~future ~~agreement~~funding ~~with~~that ~~JDF~~we ~~Capital~~will ~~Inc.~~need ~~Pursuant~~through to the ~~terms~~debt ofand ~~the~~equity ~~agreement,~~markets ~~JDF Capital~~but ~~acquired~~there acan ~~10% convertible note with an aggregate face value of $24,750,~~be ~~with~~no anassurance ~~issuance~~that ~~discount~~we ofwill ~~$2,250~~be ~~and~~able ~~legal~~to ~~fees~~obtain ofadditional ~~$2,500.~~funding ~~The~~when ~~note~~it ~~matures~~is ~~in one year~~required. ~~The~~If ~~holder~~we offail ~~this note is entitled, at its option,~~ to ~~convert~~obtain ~~all or a part of~~ the ~~principal~~funding ~~outstanding~~that atwe ~~the~~need ~~date~~when ~~into~~it ~~shares~~is ofrequired, ~~our company’s~~we ~~common~~may ~~stock. at~~have ~~a price equal~~ to aforego ~~65%~~or ofdelay ~~the~~potentially ~~lowest~~valuable ~~sale~~opportunities ~~price~~or ofdefault ~~the~~on ~~common~~existing ~~stock~~funding ~~during~~commitments ~~the~~to 20third ~~trading~~parties. ~~days~~Our ~~immediately~~limited ~~prior~~operating tohistory ~~the date of the~~may ~~securities~~make ~~purchase~~it ~~agreement~~difficult ~~or prior~~ to ~~the~~obtain ~~applicable~~future ~~conversion date~~financing.

OnOur ~~February~~ability ~~1, 2016, we entered into a securities purchase agreement with Vigere Capital LP, a Delaware limited partnership. Pursuant~~ to ~~the~~ ~~terms~~generate ofpositive ~~the~~cash ~~agreement,~~flows Vigere acquired all right, title and interest to an aggregate of $70,500 portion of the note issued pursuant to a securities purchase agreement between JDF Capital, Inc. and our company on July 22, 2014. The convertible note purchased by Vigere has a maturity date of January 22, 2016 and is convertible in whole or in part into shares of our common stock at price per share equal to 65% of the lowest reported sale price of our common shares during the 20 trading days prior to July 22, 2014 ($160uncertain.~~00) or prior to the~~ ~~applicable conversion date. On August 11, 2016, Vigere signed an extension of the maturity of the note to be due January 22, 2017.~~

OnTo ~~April~~develop 12and expand our business, ~~2016~~we ~~the~~will ~~Company~~need ~~issued~~to ~~776~~make significant up-front investments in our technology and incur research and development,~~000~~ ~~common~~sales ~~shares~~and atmarketing and general and administrative expenses. In addition, our growth will require a significant ~~deemed~~investment ~~price~~in working capital. We cannot provide any assurance that we will be able to raise the capital necessary to meet these requirements. If adequate funds are not available or are not available on satisfactory terms, we may be required to significantly curtail our operations and may not be able to fund our current production requirements - let alone fund expansion, take advantage of unanticipated $0acquisition opportunities, develop or enhance our technology, or respond to competitive pressures.~~0075~~ ~~per~~Any ~~share~~failure ~~for~~to ~~promissory~~obtain ~~note~~such ~~conversion~~additional financing $5could have a material adverse effect on our business,~~820~~ results of operations and financial condition.

OnBecause ~~May~~we ~~02,~~may ~~2016~~never ~~the~~have ~~Company~~net ~~issued~~income ~~1,700,000~~from ~~common~~our ~~shares at a~~operations, ~~deemed~~our ~~price~~business ofmay $0fail.~~0049~~ ~~per share for promissory note conversion $8,398.~~

OnWe ~~May~~have 10no history of revenues and profitability from operations. There can be no assurance that we will ever operate profitably. Our success is significantly dependent on uncertain events, including ~~2016~~successful ~~the~~development ~~Company~~of ~~issued~~our 3technology,~~100~~ establishing satisfactory manufacturing arrangements and processes,~~000~~ ~~common~~distributing ~~shares~~and atselling aour products ~~deemed~~and ~~price~~realizing ofreturns ~~$0.0010~~on ~~per~~our ~~share~~oil ~~for~~and ~~promissory~~gas ~~note~~assets ~~conversion $3,023.~~

~~On May 12, 2016 the Company issued 2,500,000 common shares at a deemed price of $0.0016 per share for promissory note conversion $4,063.~~30

AsBefore atreceiving ~~the~~revenues ~~June~~from sales ~~30,~~to ~~2016~~customers of our products or returns from our oil and gas assets, ~~there~~we anticipate ~~remains~~that awe ~~balance~~will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses. If we are unable to generate significant revenues from sales of ~~$49~~our products,~~197~~ we will not be able to ~~unconverted~~ earn profits or continue operations. 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 ~~payable~~investors ~~pursuant~~may tolose ~~the~~all ~~note~~of their investment in our Company.

OnWe ~~March~~need ~~1, 2016, we entered into a securities purchase agreement with JDF Capital Inc. Pursuant~~ to ~~the~~raise ~~terms~~additional offunds ~~the agreement, JDF Capital acquired a 10% convertible note with an aggregate face value of $13,200, with an issuance discount of $1,200~~ and ~~$2,000~~such offunds ~~legal~~may ~~fees.~~not ~~The note matures~~be inavailable ~~one~~on ~~year.~~acceptable ~~The~~terms ~~holder of this note is entitled, at its option, to convert all~~ or ~~a part of the principal outstanding~~ at the date into shares of our company's common stock at a price equal to a 65% of the lowest sale price of the common stock during the 20 trading days immediately prior to the date of the securities purchase agreement or prior to the applicable conversion dateall.

OnWe ~~March~~may ~~24,~~consider ~~2016,~~issuing additional wedebt ~~entered~~or ~~into~~equity a securities ~~purchase agreement~~in ~~with~~the ~~JDF~~future ~~Capital~~to ~~Inc.~~fund ~~Pursuant~~our tobusiness ~~the~~plan, for ~~terms~~potential ofacquisitions ~~the~~or ~~agreement~~investments, ~~JDF~~or for general corporate purposes. If ~~Capital~~we ~~acquired~~issue aequity ~~10%~~or convertible ~~note~~debt ~~with~~securities anto ~~aggregate~~raise ~~face~~additional ~~value~~funds, ofour existing ~~$12~~stockholders may experience dilution,~~100, with~~ anand ~~issuance~~the ~~discount~~new ofequity $or ~~$1,100~~debt securities ~~and~~may $1have rights,~~000~~ ofpreferences ~~legal~~and ~~fees.~~privileges ~~The~~senior ~~note~~to ~~matures in~~those ~~one~~of ~~year~~our existing stockholders. ~~The~~If ~~holder~~we ofincur ~~this~~additional ~~note~~debt, isit ~~entitled,~~may atincrease ~~its~~our ~~option,~~leverage relative to ~~convert~~our ~~all~~ earnings or ato ~~part~~our ofequity ~~the~~capitalization, ~~principal~~requiring ~~outstanding~~us atto ~~the~~pay additional ~~date~~interest ~~into~~expenses. ~~shares~~We ofmay ~~our~~not ~~company's common~~be ~~stock~~able atto aobtain ~~price~~financing ~~equal~~on favorable toterms, aor ~~65%~~at ofall, ~~the~~in ~~lowest~~which ~~sale~~case, ~~price~~we ofmay ~~the~~not ~~common stock~~be ~~during~~able ~~the~~to 20develop ~~trading~~or enhance ~~days~~our ~~immediately~~products, ~~prior~~execute toour ~~the~~business ~~date~~plan, oftake ~~the~~advantage ~~securities~~of future ~~purchase~~opportunities ~~agreement~~ or ~~prior~~respond to ~~the~~competitive ~~applicable conversion date~~pressures.

OnRisks ~~March~~Related ~~28, 2016, we entered into a securities purchase agreement with APG Capital Holdings, LLC. Pursuant~~ to ~~the~~Ownership ~~terns~~ of the agreement, APG Capital Holdings, LLC acquired a 10% convertible note with an aggregate face value of $40,700, with an issuance discount of $ 3,700.00. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our ~~company's~~Common ~~common~~Stock stock at a price equal to a 65% of the lowest sale price of the common stock during the 20 trading days immediately prior to the date of the securities purchase agreement or prior to the applicable conversion date.

OnTrading ~~April~~on ~~19, 2016, our company entered into an agreement with Toledo Advisors LLC. Pursuant to~~ the ~~terms~~OTC ofMarkets ~~the agreement, the investor~~may ~~acquired~~be avolatile ~~10%~~and ~~convertible note with an aggregate face value of $50~~sporadic,~~000,~~ ~~with issuance~~which ~~discount~~could ofdepress ~~$7,500. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of~~ the ~~principal outstanding~~market atprice ~~the date into shares~~ of our ~~company's~~ common ~~stock at a price~~ ~~equal to a 50% of the lowest sale price of the common~~ stock ~~during~~and ~~the~~make ~~20 trading~~it ~~days~~difficult ~~ending~~for onour tostockholders ~~the date of the applicable conversion date. The note was assigned~~ to aresell ~~third~~their ~~party on September 7, 2016~~shares.

OnOur ~~April~~common 19stock is quoted on the OTC, ~~2016~~Pink Tier, ~~our~~of ~~company~~the ~~entered~~electronic ~~into~~quotation ansystem ~~agreement~~operated ~~with VES~~by ~~Investment~~OTC ~~Trust~~Markets. Trading ~~Pursuant~~in tostock quoted on the ~~terms~~OTC ofMarkets ~~the~~is ~~agreement,~~often ~~the~~thin ~~investor~~and characterized by ~~acquired~~wide afluctuations ~~10%~~in ~~convertible~~trading ~~note~~prices, ~~with~~due anto ~~aggregate~~many ~~face~~factors ~~value~~that ofmay ~~$30,000,~~have ~~with~~little anto ~~issuance~~do ~~discount~~with ofour ~~$2,500~~operations ~~and~~or ~~$2,500~~business ~~of legal fees~~prospects. ~~The~~This ~~note~~volatility ~~matures~~could indepress ~~one~~the ~~year.~~market ~~The~~price ~~holder~~ of ~~this~~our ~~note~~common isstock ~~entitled,~~for atreasons ~~its~~unrelated ~~option~~to operating performance. Moreover, tothe ~~convert~~OTC ~~all~~Markets oris not a ~~part~~ stock exchange, and trading of securities on the ~~principal~~OTC ~~outstanding~~Markets atis ~~the~~often ~~date~~more ~~into~~sporadic ~~shares~~than ofthe ~~our~~trading ~~company’s common~~of ~~stock~~securities atlisted on a ~~65%~~quotation ~~discount~~system tolike ~~the~~NASDAQ ~~lowest~~or ~~trading~~a ~~price~~stock ~~occurring~~exchange ~~during~~like ~~the~~NYSE. Accordingly, 20shareholders ~~trading~~may ~~days~~have ~~prior~~difficulty toreselling ~~the~~any ~~notice~~ of ~~conversion~~the shares.

OnWe ~~April~~have ~~19,~~limited ~~2016,~~capitalization ~~our~~and ~~company~~may ~~entered~~require ~~into an agreement with APG Capital. Pursuant to the terms of the agreement~~financing, ~~the investor acquired a 10%~~ ~~convertible~~which ~~note~~may ~~with~~not anbe ~~aggregate face value of $59,500, with an issuance discount of $9,500~~available. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our company's common stock at a 65% discount to the lowest trading price occurring during the 20 trading days prior to the applicable notice of conversion.

OnWe ~~May~~have ~~16,~~limited ~~2016~~capitalization, which increases our ~~company~~vulnerability ~~entered~~to ~~into~~general aadverse ~~securities~~economic ~~purchase~~and ~~agreement with~~industry ~~JDF~~conditions, ~~Capital~~limits ~~Inc.~~our ~~Pursuant~~flexibility toin ~~the~~planning ~~terms~~for ofor ~~the~~reacting ~~agreement,~~to ~~the~~changes ~~investor~~in ~~acquired a~~our ~~10%~~business ~~convertible~~and ~~note~~industry ~~with~~and anmay ~~aggregate~~place ~~face~~us ~~value~~at ofa ~~$30,250,~~competitive ~~with~~disadvantage ~~an issuance~~to ~~discount~~competitors ofwith ~~$2,750~~sufficient ~~and~~or ~~$2,500~~excess ~~of legal fees~~capitalization. ~~The~~If ~~note~~we ~~matures~~are inunable ~~one~~to ~~year. The~~obtain ~~holder~~sufficient offinancing ~~this~~on ~~note~~satisfactory isterms ~~entitled,~~and ~~at its option~~conditions, towe ~~convert~~will ~~all~~be orforced ~~a part of the~~to ~~principal~~curtail ~~outstanding~~or atabandon ~~the date into shares of~~ our ~~company's~~plans ~~common~~or ~~stock~~operations. atOur ~~a 65%~~ability ~~discount~~ to ~~the~~obtain ~~lowest~~financing ~~trading~~will depend ~~price~~upon ~~occurring~~a ~~during~~number ~~the~~of 20factors, ~~trading~~many ~~days prior~~of towhich ~~the~~are ~~applicable~~beyond ~~notice~~our ~~of conversion~~control.

OnOur ~~August~~stock 12, 2016, our company entered into an agreement with JDF Capital Inc. Pursuant to the agreement, in consideration of $37,000 paid to our company, we issued to JDF Capital a convertible promissory note in the aggregate principal amount of $42,500, which amount is inclusive of prepaid interest at the rate of 10% per annum and $2,500 for legal expenses. The promissory note is due and payable on August 12, 2017 and will bear additional interest after maturity at the rate of 10% per annum The Note is convertible at the option of the holder into common shares of our company at a price per share equal to 65% of the lowest trading price of our common stock as reported on the OTC Markets electronic quotation system during the twenty trading days ending on the date the applicable conversion notice is ~~received by our company~~volatile.

OnThe ~~September~~market 1,price ~~2016,~~of our ~~company entered into letter~~common ~~agreements~~stock ~~with~~is ~~five~~highly ~~separate~~volatile ~~investors with the intent to buyout their notes~~ and ~~warrants.~~could ~~Pursuant~~fluctuate towidely ~~the~~in ~~terms~~price ofin ~~the~~response ~~agreement, the investors have agreed~~ to ~~a standstill period until September 16, 2016. The buyout will take place over~~ avarious ~~six month period of time and will result in an aggregate of $252~~factors,~~856~~ inmany ~~debt being retired, an aggregate~~ of ~~$195,500~~which inare ~~warrants~~beyond ~~being~~our ~~retired and an aggregate buyout amount of $460~~control,~~000~~ ~~will~~including ~~be paid over~~ the ~~period Additionally~~following: the Company will also issue an aggregate of $232,500 in new convertible debt. Conversion Price for note will be 65% of the lowest trading price of the Common Stock as reported on the OTC Markets electronic quotation service or such marketplace. Note will have no prepayment penalties and can be purchased from the holder at face value.

~~The~~• ~~various~~our ~~letters~~stock ofbeing ~~agreement~~held ~~impose~~by ~~standstill~~a ~~periods~~large ~~on the~~number ~~holders~~ of ~~the~~persons ~~convertible~~whose ~~notes~~sales ~~during~~could ~~which~~result ~~time~~in ~~they~~positive ~~will~~or ~~refrain~~negative ~~from converting~~pricing ~~their~~pressure ~~convertible~~on ~~notes~~the ~~into~~market ~~common~~price ~~shares.~~for ~~Each~~our ~~standstill~~common ~~period will~~stock; ~~expire~~• ~~upon~~actual ~~termination of the applicable letter of intent~~ or ~~until~~anticipated ~~the execution~~variations ofin aour ~~definitive~~quarterly ~~agreement,~~operating ~~whichever~~results; is• ~~earlier.~~our ~~Each~~ability ~~letter~~to ofobtain ~~intent contemplates~~adequate ~~the~~working ~~completion~~capital offinancing; ~~good~~• ~~faith~~changes ~~negotiation~~in ~~and~~market ~~due~~valuations ~~diligence by the parties by September 12, 2016 which, if successful, will be followed by the execution and closing~~ of asimilar ~~definitive~~companies; ~~agreement~~• bypublication ~~September~~(or ~~14,~~lack ~~2016 and September 16, 2016, respectively. The closing~~ of ~~the~~publication) ~~definitive definitive agreement will be subject to a number~~ of ~~conditions~~research ~~precedent~~reports ~~which~~about ~~include, without~~us; ~~limitation,~~• ~~our~~changes ~~Company’s~~in ~~ability~~applicable tolaws ~~secure~~or ~~sufficient and timely financing to complete the transaction~~regulations, ~~customary~~court ~~director approvals~~rulings, enforcement and ~~the participation~~legal ~~of each of the convertible noteholders in question.~~ actions;

On September 2, 2016 we entered into a loan agreement with JDF Capital Inc. pursuant to which JDF Capital has provided our company with a bridge loan in the amount of $50,000. The loan bears interest at the rate of 10% per annum and is due November 2, 2016. In the event the loan is not repaid on maturity, as additional consideration to JDF Capital, we have agreed to amend the July 22, 2015, $708,000 convertible promissory note held by JDF Capital so that the note shall be convertible into our common shares at a 50% discount to market price rather than a 35% discount to market price. In September, 2016 we prepaid $50,082.19 to JDF Capital in full settlement of all principal and interest outstanding pursuant to the loan agreement.31

On• ~~September~~loss ~~07, 2016, the Company entered into an agreement with an investor. Pursuant to the terms~~ of ~~the~~any ~~agreement,~~strategic ~~the~~relationships; ~~investor~~• ~~acquired a~~additions ~~10%~~or ~~convertible~~departures ~~note with an aggregate face value~~ of ~~$116,000,~~key ~~with~~management ~~an issuance~~personnel; ~~discount~~• ofactions ~~$11,600.~~by ~~The~~our ~~note~~stockholders ~~matures~~(including transactions in ~~one~~our ~~year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into~~ shares); of• ~~the~~speculation ~~of common stock~~ in the ~~Company~~press ~~at a price equal to the lesser of $0.005~~ or ~~50%~~investment ~~discount~~community; of• ~~the~~changes ~~lowest~~in ~~trading~~our ~~price of~~industry; ~~the~~• ~~Common~~competitive ~~Stock~~pricing aspressures; ~~reported~~• onour ~~the~~ability ~~OTC~~to ~~Markets~~execute ~~for~~our ~~the~~business ~~twenty~~plan; ~~prior~~and ~~trading days~~• ~~including~~economic ~~the~~and ~~day~~other ~~upon~~external ~~which a Notice of Conversion is received~~factors.

OnIn ~~September 08~~addition, ~~2016,~~ the ~~Company entered into an agreement~~securities ~~with~~markets anhave ~~investor.~~from ~~Pursuant~~time to ~~the~~time ~~terms~~experienced ofsignificant ~~the~~price ~~agreement,~~and ~~the investor acquired~~volume afluctuations ~~10%~~that ~~convertible~~are ~~note~~unrelated ~~with an aggregate face value of $27,778, with an issuance discount of $2,778. The note matures in one year. The holder of this note is entitled, at its option,~~ to ~~convert all or a part of~~ the ~~principal~~operating ~~outstanding at~~performance ~~the date into shares~~ of ~~common stock in the Company at a price equal to the~~particular ~~lesser of $0~~companies.~~005~~ orThese ~~50%~~market ~~discount~~fluctuations ofmay ~~the~~also ~~lowest~~materially ~~trading~~and ~~price~~adversely ~~of the Common Stock~~affect ~~as reported on~~ the ~~OTC~~market ~~Markets~~price ~~for the twenty prior trading days including the day upon which a Notice~~ of ~~Conversion~~our iscommon ~~received~~stock.

OnOur ~~September~~stock ~~15,~~is ~~2016,~~categorized ~~the~~as ~~Company entered into an agreement with an investor. Pursuant to the terms of the agreement, the investor acquired~~ a ~~10% convertible note with an aggregate face value of $257,778, with an~~ ~~issuance~~penny ~~discount of $25,778~~stock. ~~The~~Trading ~~note matures in one year. The holder~~ of ~~this note~~our isstock ~~entitled,~~may atbe ~~its~~restricted ~~option,~~by ~~to convert all or a part of~~ the ~~principal outstanding~~SEC’s atpenny ~~the date into shares of common~~ stock regulations inwhich ~~the~~may ~~Company~~limit at a ~~price equal~~stockholder’s ability to ~~the~~buy ~~lesser~~and ofsell ~~$0.005~~our ~~or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received~~stock.

OnOur ~~September~~stock 27is categorized as a “penny stock”, ~~2016~~as that term is defined in SEC Rule 3a51-1, ~~the~~which ~~Company~~generally provides ~~entered~~that ~~into~~“penny anstock”, ~~agreement~~is any equity security that has a market price (as ~~with~~defined) anless ~~investor~~than US$5.00 ~~Pursuant~~per share, subject to ~~the~~certain ~~terms~~exceptions. ofOur securities are covered by the ~~agreement~~penny stock rules, ~~the~~including ~~investor~~Rule ~~acquired~~15g-9, which aimpose ~~10%~~additional ~~convertible~~sales ~~note~~practice ~~with~~requirements anon ~~aggregate~~broker-dealers ~~face~~who ~~value~~sell ofto persons ~~$64~~other than established customers and accredited investors. The penny stock rules require a broker-dealer,~~900,~~ ~~with~~prior anto ~~issuance~~a transaction in a penny stock not ~~discount~~otherwise ofexempt $5from the rules,~~900~~ to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and ~~legal~~the ~~fees~~nature and level of ~~$4,000~~risks in the penny stock market. The broker-dealer ~~note~~also ~~matures~~must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in ~~one~~the ~~year.~~transaction ~~The~~and monthly account statements showing the market ~~holder~~value of ~~this~~each ~~note~~penny isstock ~~entitled~~held in the customer’s account. The bid and offer quotations, atand ~~its~~the ~~option~~broker-dealer and salesperson compensation information, must be given to ~~convert~~the ~~all~~customer orally or ain ~~part~~writing ofprior to effecting the transaction ~~principal~~and ~~outstanding~~must atbe given to the ~~date~~customer ~~into~~in ~~shares~~writing ofbefore ~~common~~or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in ~~the~~a ~~Company~~penny atstock not otherwise exempt from these rules, the broker-dealer must make a ~~price~~special ~~equal~~written todetermination that the ~~lesser~~penny ofstock ~~$0.005~~is a orsuitable ~~50%~~investment ~~discount~~for ofthe purchaser and receive the ~~lowest~~purchaser’s ~~trading~~written ~~price~~agreement to the transaction. These disclosure requirements may have the effect of reducing the ~~Common~~level ~~Stock~~of astrading ~~reported~~activity onin the ~~OTC~~secondary ~~Markets~~market for the ~~twenty~~stock that ~~prior~~is subject to these penny stock rules. Consequently, these penny stock ~~trading~~rules ~~days~~may ~~including~~affect the ~~day~~ability ~~upon~~of ~~which~~broker-dealers ato ~~Notice~~trade our securities and reduces the number of ~~Conversion~~potential isinvestors. ~~received~~We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

OnAccording ~~September~~to ~~29,~~SEC ~~2016~~Release No. 34-29093, the ~~Company~~market ~~entered~~for ~~into~~“penny anstocks” ~~agreement~~has suffered in recent years from ~~with~~patterns anof ~~investor~~fraud and abuse. ~~Pursuant~~Such topatterns ~~the~~include: ~~terms~~(1) control of the ~~agreement,~~market for the ~~investor~~security ~~acquired~~ by one or a ~~10%~~few ~~convertible~~broker-dealers ~~note~~that ~~with~~are anoften ~~aggregate~~related ~~face~~to ~~value~~the promoter or issuer; (2) manipulation of ~~$61,112,~~prices ~~with~~through anprearranged ~~issuance discount~~matching of purchases ~~$6,112.~~and ~~The~~sales ~~note~~and ~~matures~~false inand ~~one~~misleading ~~year.~~press ~~The~~releases; ~~holder~~(3) ofboiler ~~this~~room practices ~~note~~involving ~~is entitled,~~high-pressure atsales ~~its~~tactics ~~option,~~and tounrealistic ~~convert~~price projections ~~all~~by orinexperienced asales ~~part~~persons; of(4) ~~the~~excessive ~~principal~~and ~~outstanding~~undisclosed atbid-ask ~~the~~differential ~~date~~and ~~into~~markups ~~shares~~by ofselling ~~common~~broker-dealers; ~~stock~~and in(5) the wholesale ~~Company~~dumping atof athe ~~price~~same ~~equal~~securities toby ~~the lesser~~promoters ofand ~~$0.005~~broker-dealers orafter prices ~~50%~~have ~~discount~~been ofmanipulated ~~the~~to ~~lowest~~a ~~trading~~desired ~~price~~level, ofalong with the ~~Common Stock~~resulting asinevitable ~~reported~~collapse onof ~~the~~those ~~OTC~~prices ~~Markets~~and ~~for~~with ~~the~~consequent ~~twenty~~investor ~~prior~~losses. ~~trading~~The occurrence ~~days~~of ~~including~~these ~~the day~~patterns ~~upon~~or ~~which~~practices acould ~~Notice~~increase the future volatility of ~~Conversion~~our isshare ~~received~~price.

~~Agreements~~Because ~~with~~the ~~Executive~~SEC ~~Officers~~imposes additional sales practice requirements on brokers who deal in shares of penny stocks, ~~Directors~~some ~~and~~brokers may be unwilling to trade our securities. This means that ~~Consultants~~you may have difficulty reselling your shares, which may cause the value of your investment to decline.

~~Regardless~~Our ofshares ~~their~~are ~~date,~~classified ~~the~~as penny ~~transactions~~stocks ~~described~~and ~~below~~ are ~~adjusted~~ oncovered aby ~~post~~Section ~~reverse~~15(g) ~~stock~~of ~~split~~the ~~basis.~~Securities ~~The~~Exchange ~~adjustments~~Act ~~included our first~~of ~~reverse~~1934 ~~share~~(the ~~split~~“Exchange ~~approved~~Act”) bywhich ~~our~~imposes ~~board~~additional ofsales ~~directors~~practice requirements on ~~January~~brokers-dealers ~~19,~~who ~~2015~~sell ~~(on the~~our ~~basis~~securities ofin 20this ~~old~~offering ~~shares~~or ofin ~~common~~the aftermarket. ~~stock~~For ~~for~~sales ~~one~~of ~~(1)~~our ~~new~~securities, ~~share~~broker-dealers ofmust ~~common~~make a special ~~stock),~~suitability determination and ~~our~~receive ~~second~~a ~~reverse~~written ~~stock~~agreement ~~split,~~from ~~approved~~you byprior ~~our~~to making ~~board~~a ofsale ~~directors~~ on ~~July~~your ~~13,~~behalf. ~~2015~~Because ~~(on~~of the ~~basis~~imposition of ~~200~~the ~~old~~foregoing additional ~~shares~~sales ofpractices, ~~common~~it ~~stock~~is ~~for~~possible ~~one~~that ~~(1)~~broker-dealers ~~new~~will not want to ~~share~~make ofa market in our common stock). This could prevent you from reselling your shares and may cause the value of your investment to decline.

On October 24, 2012, we entered into a share exchange agreement dated October 18, 2012, with Alexander Walsh, our president and director. Pursuant to the agreement, on October 25, 2012 we issued to Mr. Walsh 5,000 Series A Convertible Preferred shares in our capital stock in consideration of the cancellation and return to treasury of 5,000 shares of our common stock held by Mr. Walsh. The Series A Convertible Preferred Shares have a par value of $0.001 per share and are convertible on a one for one basis into shares of our common stock after a one year hold period. There are no other preferential rights attached to the Series A Convertible Preferred Shares. Mr. Walsh established a series of a 10b5-1 Sales Plans in connection with an overall asset diversification strategy. Sales transactions occurring under Mr. Walsh’s 10b5-1 Plans were disclosed publicly through Form 4 filings with the SEC and are subject to the restrictions and filing requirements of Rule 144. 32

OnThe ~~July~~existence ~~25, 2013, we entered into a consulting agreement with~~of ~~Advanced~~indemnification ~~Capital~~rights ~~Trading, LLC, pursuant~~ to ~~which Advanced Capital performed financial consulting services for~~ our ~~company~~directors, ~~for~~officers aand ~~period~~employees ofmay ~~three~~result ~~months with~~in ansubstantial ~~extension~~expenditures ofby anour ~~additional~~Company ~~three~~and ~~months~~may ~~based~~discourage onlawsuits ~~performance,~~against ~~such services~~our ~~commenced effective August 1~~directors, ~~2013.~~officers ~~Compensation~~and ~~payable to Advanced Capital of $10,000 was paid upon execution of the consulting agreement~~employees.

~~Effective~~Our ~~January~~bylaws ~~1, 2014, we entered into a consulting~~contain ~~agreement~~indemnification ~~for~~provisions ~~a term of 12 months with International Compass, LLC~~ for ~~the services of Bryan Kleinlein as chief financial officer of~~ our ~~company. As compensation~~directors, weofficers ~~agreed~~and ~~to pay to International Compass $12~~employees,~~000~~ ~~per month during the term of the agreement payable in cash~~ and~~/or~~ ~~common shares of our company~~we ~~that~~have ~~were~~entered ~~previously~~into ~~registered~~indemnification onagreements ~~Form~~with ~~S-8 at~~ our ~~sole~~officer ~~discretion~~and directors. The ~~value of~~ ~~the~~foregoing ~~shares~~indemnification ofobligations ~~our~~could ~~company~~result ~~issued~~in asus ~~compensation,~~incurring ~~if any, shall be based on the~~substantial ~~volume~~expenditures ~~weighted~~to ~~average~~cover ~~trading closing price of~~ the ~~shares~~cost of ~~our~~settlement ~~company~~or ~~in the~~damage ~~five~~awards ~~(5)~~against ~~trading days immediately preceding the date(s) which the shares are~~directors ~~due.~~and ~~Mr. Kleinlein was first appointed as our chief financial officer on May 15~~officers, ~~2012.~~ ~~Effective~~which ~~October 22, 2014,~~ we ~~entered~~may ~~into~~be anunable ~~amending~~to ~~agreement with International Compass~~recoup. ~~Pursuant~~These toprovisions ~~this~~and ~~amending agreement, the term of the~~resultant ~~agreement~~costs ~~dated~~may ~~January~~also 1,discourage ~~2014~~us ~~with~~from ~~International~~bringing ~~Compass~~a ~~was~~lawsuit ~~reduced~~against ~~from~~directors 12and ~~months~~officers tofor 10breaches ~~months.~~of Astheir ~~consideration~~fiduciary toduties, ~~International~~and ~~Compass~~may ~~for~~similarly ~~agreeing to~~discourage ~~enter into~~ the ~~amending~~filing ~~agreement, we agreed to pay Mr. Kleinlein an aggregate~~ of ~~$30,000,~~derivative ~~payable~~litigation inby our ~~S-8~~stockholders ~~shares~~against ~~with~~our ~~a deemed price per share equal to the~~directors ~~volume~~and ~~weighted~~officers ~~average~~even ~~trading~~though ~~close~~such ~~price of the shares in the five trading days immediately preceding the amending agreement. As a result~~actions, weif ~~issued Mr. Kleinlein an aggregate of 1~~successful,~~908~~ ~~S-8~~might ~~shares~~otherwise onbenefit ~~October 22, 2014 Mr. Kleinlein~~us ~~resigned~~and as our ~~chief financial officer as of November 1, 2014~~stockholders.

~~Effective~~If ~~January 12, 2014,~~ we ~~entered~~fail ~~into~~to andevelop ~~employment~~or ~~agreement~~maintain ~~with~~an ~~Alexander~~effective ~~Walsh~~system ~~for provision~~ of ~~services~~internal ascontrols, ~~our~~we ~~president~~may ~~and chief~~not ~~executive~~be ~~officer.~~able ~~The employment agreement will terminate on January 12,~~to ~~2016.~~accurately ~~Pursuant~~report toour ~~the~~financial ~~terms~~results ofor ~~the~~prevent ~~employment~~financial ~~agreement, Mr~~fraud. ~~Walsh~~As ~~will~~a ~~receive an annual salary of $120~~result,~~000 payable in monthly cash installments or, in the~~ ~~event~~current ~~cash is unavailable, in shares of our company’s common stock. The employment agreement also provides for liability insurance~~ and ~~any~~potential ~~travel~~stockholders ~~and out-of-pocket~~could ~~expenses~~lose ~~incurred~~confidence ~~and~~in ~~approved by~~ our ~~company~~financial reporting.

OnWe ~~April~~are ~~28,~~subject ~~2014,~~to wethe ~~entered~~risk ~~into~~that sometime ain ~~consulting~~the ~~agreement~~future, ~~with~~ our ~~director,~~independent ~~Brandon~~registered ~~Colker,~~public toaccounting ~~provide~~firm ~~services on behalf of our company.~~could ~~Pursuant~~communicate to the ~~terms~~board of ~~the~~directors ~~consulting~~that ~~agreement,~~we ~~Mr.~~have ~~Colker~~deficiencies ~~was~~in toour ~~receivem my~~internal ~~May~~control ~~15,~~structure ~~2014,~~that ~~compensation~~they ofconsider ~~$12,000~~to ~~payable~~be in“significant ~~unregistered~~deficiencies.” ~~restricted common~~A ~~shares~~“significant ofdeficiency” ~~our~~is ~~company's~~defined ~~common~~as ~~stock~~a atdeficiency, or a ~~deemed~~combination ~~value~~ of deficiencies, ~~$200~~in ~~per~~internal ~~share (Subsequent~~controls toover ~~the~~financial ~~agreement,~~reporting onsuch ~~February~~that ~~12,~~there ~~2015,~~is more ~~Mr.~~than ~~Colker~~a ~~resigned~~remote aslikelihood that a ~~director~~ ~~and~~material ~~consultant~~misstatement of the ~~company~~entity’s financial ~~and,~~statements ~~accordingly,~~will ~~the~~not ~~common~~be ~~shares~~prevented ~~were not~~or ~~issued~~detected by the entity’s internal controls.

Effective ~~May~~internal ~~30,~~controls ~~2014, we entered into a consulting agreement~~are ~~with~~necessary ~~Robert~~for ~~Gomer.~~us ~~Pursuant~~ to ~~this~~provide ~~agreement,~~reliable ~~Mr.~~financial ~~Gomer~~reports isand toeffectively ~~assist~~prevent fraud. usIf ~~with the~~we ~~current~~cannot ~~business~~provide ofreliable ~~testing~~financial ~~ultrasonic~~reports ~~generator~~or ~~technology~~prevent ~~and~~fraud, ~~performing~~we ~~services~~could ~~customary~~be ~~expected~~subject ofto aregulatory ~~consultant~~action ~~for~~or aother ~~term~~litigation ofand ~~six~~our ~~months. In~~operating ~~exchange~~results ~~for~~could ~~these~~be ~~services~~harmed. ~~that~~We are torequired ~~be provided~~ to ~~us,~~document ~~we agreed to issue an aggregate of $10,000 per month, payable in two sums of $30,000~~ and intest our ~~S-8~~internal ~~shares~~control ~~with~~procedures ~~a deemed price per share equal~~ to satisfy the ~~volume~~requirements ~~weighted~~of ~~average trading~~Section ~~close~~404 ~~price~~ of the Sarbanes-Oxley ~~shares~~Act inof ~~the~~2002 ~~five trading days immediately preceding~~ (the ~~amending~~“Sarbanes-Oxley ~~agreement.~~Act” Asor ~~a result~~“SOX”), wewhich ~~issued Mr. Gomer an aggregate of 292 S-8~~requires ~~shares~~our onmanagement ~~September~~to 1,annually ~~2014.~~assess ~~The~~the ~~agreement~~effectiveness ~~expired~~of ~~and~~our ~~was~~internal ~~not~~control ~~subsequently~~over ~~renewed~~financial reporting.

~~Effective~~We ~~August~~currently 1,are ~~2014~~not an “accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, weas ~~entered~~amended. ~~into~~Section a404 ~~consultant~~of the Sarbanes-Oxley Act of 2002 (“Section ~~agreement~~404”) requires us to include an internal control report with ~~TEN~~our ~~Associates~~Annual ~~LLC~~Report on Form 10-K. ~~Pursuant~~That toreport ~~this~~must ~~agreement~~include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. As of June 30, ~~TEN~~2017, ~~Associates~~the ismanagement of the Company assessed the effectiveness of tothe ~~provide~~Company’s ~~advice~~internal ~~relative~~control toover ~~corporate~~financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and ~~business~~SEC ~~services~~guidance on conducting such assessments. Management concluded, during the fiscal year ended June 30, 2017, that the Company’s internal controls and toprocedures ~~perform~~were not effective to ~~other~~detect ~~related~~the ~~activities~~inappropriate asapplication ~~directed~~of byU.S. usGAAP rules. InManagement ~~exchange~~realized there ~~for~~were ~~these~~deficiencies ~~services~~in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management ~~are~~considers to be ~~provided~~material toweaknesses. usA material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, wereduce ~~agreed~~our ability to ~~issue~~obtain financing ~~500~~and ~~common~~require ~~shares~~additional expenditures to comply with these requirements, each of which could have a material adverse effect on our ~~company~~business, toresults of ~~TEN~~operations ~~Associates~~and financial condition. For additional information, see Item 9A – Controls and Procedures.

Our ~~company~~intended ~~was made aware that a shareholder~~business, ~~who is also a~~operations ~~director~~ and ~~officer~~accounting ofare ~~our~~expected ~~company,~~to ~~had~~be ~~sold~~substantially anmore ~~aggregate~~complex ~~amount~~than ofthey ~~shares~~have ~~that~~been ~~would~~in ~~cause~~ the ~~shareholder~~past. toIt may be ~~required~~time toconsuming, ~~pay~~difficult ~~our~~and ~~company~~costly ~~with~~for ~~respect~~us to adevelop ~~short~~and ~~swing~~implement ~~profit.~~the ~~Our~~internal ~~company~~controls ~~informed~~and ~~the~~reporting ~~shareholder~~procedures ~~that~~required ~~the~~by ~~shareholder~~the ~~was~~Sarbanes-Oxley ~~liable to our company for an aggregate short swing profit of $80,523~~Act.~~58 under~~ ~~Section~~We ~~16(b)~~may ofneed ~~the~~to ~~Securities~~hire ~~Exchange~~additional ~~Act~~financial ~~of 1934~~reporting, ~~as amended, for the~~internal ~~profit~~controls ~~realized~~and ~~from~~other ~~transactions~~finance personnel in ~~our~~order ~~company’s~~to ~~common~~develop ~~stock. Our company~~ and implement ~~the~~appropriate ~~shareholder~~internal ~~entered~~controls ~~into~~and areporting ~~settlement~~procedures. ~~agreement~~If ~~dated~~we ~~December~~are ~~31,~~unable ~~2014~~to ~~wherein,~~comply inwith ~~exchange for~~ the ~~forbearance~~internal ofcontrols ~~legal~~requirements ~~action by our company pursuant to Section 16(b)~~ of the Sarbanes-Oxley Act, ~~the~~then ~~shareholder~~we ~~agreed~~may tonot ~~disgorge~~be ~~the~~able ~~short swing profit~~ to ~~our~~obtain ~~company~~the independent asaccountant ofcertifications ~~the~~required ~~effective~~by ~~date~~such ofact, ~~the~~which ~~short~~may ~~swing settlement~~preclude ~~agreement.~~us ~~Payment of the short swing profit~~ from ~~the~~keeping ~~shareholder was received by~~ our ~~company~~filings onwith ~~December~~the ~~31,~~SEC ~~2014~~current.

On December 15, 2010, Alexander Walsh, a director and officer of our company, entered into an assignment of debt agreement with Nanuk Warman, which was also acknowledged by our company, whereby the debt of $47,537 advanced by Mr. Warman to our company and outstanding as of December 6, 2010, was assigned to Mr. Walsh. 33

OnIf ~~December~~we ~~23,~~are ~~2014,~~unable ~~Mr.~~to ~~Walsh~~maintain ~~made~~the adequacy ~~demand for repayment~~ of ~~the~~ ~~debt~~our byinternal ~~our~~controls, ~~company.~~as Inthose ~~connection~~standards ~~with~~are ~~the~~modified, supplemented, ~~assignment~~or ofamended ~~debt~~from ~~agreement~~time ~~and the~~to ~~demand~~time, ~~Mr.~~we ~~Walsh~~may ~~and~~not ~~our~~be ~~company~~able ~~entered~~to ~~into~~ensure athat ~~settlement agreement dated~~we ~~December~~ can ~~23,~~conclude ~~2014~~on ~~wherein~~an ~~our~~ongoing ~~company~~basis isthat towe ~~repay~~have ~~the~~effective ~~debt~~internal tocontrol ~~Mr.~~over financial ~~Walsh~~reporting in ~~full. Our~~accordance ~~company~~with ~~also~~Section ~~agreed~~404. Failure to ~~pay~~achieve and maintain an ~~aggregate~~effective ofinternal ~~$150,000~~control toenvironment ~~Mr.~~could ~~Walsh~~cause asus ato face ~~performance~~ regulatory ~~bonus~~action ~~for~~and ~~the~~cause ~~services~~investors ~~provided~~to bylose ~~Mr.~~confidence ~~Walsh~~in ~~for~~our ~~the period from~~reported ~~August~~ financial ~~2013~~information, toeither ~~March~~of ~~2014~~which ascould ~~related~~adversely toaffect the ~~acquisition~~value of ~~Tero Oilfield~~our ~~Services~~common ~~Ltd~~stock. ~~due on the following terms:~~

1.	an aggregate of $50,000 due immediately; and
2.	an aggregate of $100,000 bearing no interest and due on the earlier of:

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, 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. atPrior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the ~~sole~~customer’s ~~discretion~~financial ofstatus, ~~our~~tax ~~company;~~status, orinvestment bobjectives and other information. ~~the~~Under ~~date~~interpretations of ~~the~~these ~~sale~~rules, ~~merger~~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, ~~amalgamation~~which ormay ~~other~~limit ~~business~~your ~~combination~~ability orto ~~reorganization~~buy ofand sell our ~~company~~stock and have an adverse effect on the market for our shares.

~~Competition~~To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

~~The~~We ~~mineral~~do ~~exploration~~not ~~industry~~anticipate ispaying ~~highly competitive. We are~~cash adividends ~~new~~on ~~exploration-stage~~our ~~company~~common ~~and~~stock ~~have a weak competitive position~~ in the ~~industry.~~ Weforeseeable ~~compete~~future ~~with junior~~ and ~~senior~~we ~~mineral~~may ~~exploration~~not ~~companies,~~have ~~independent~~sufficient ~~producers~~funds ~~and~~legally ~~institutional~~available ~~and individual investors who are actively seeking~~ to ~~acquire~~pay ~~mineral~~dividends. ~~exploration~~Even ~~properties~~if ~~throughout~~ the ~~world~~funds are ~~together~~legally ~~with~~available ~~the~~for ~~equipment~~distribution, ~~labor~~we ~~and~~may ~~materials~~nevertheless ~~required~~decide not to ~~operate~~pay ~~on those~~any ~~properties~~dividends. ~~Competition~~We ~~for~~presently ~~the~~intend ~~acquisition~~to ofretain ~~mineral~~all ~~exploration~~earnings ~~interests~~for ~~is intense~~our ~~with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders~~operations.

~~Many~~As ofa ~~the~~public ~~mineral~~company, ~~exploration companies with which~~ we ~~compete~~will ~~for~~incur ~~financing~~significant ~~and~~increased ~~for~~operating ~~the~~costs ~~acquisition of mineral exploration properties have greater financial~~ and ~~technical~~our ~~resources~~management ~~than~~will ~~those available to us. Accordingly, these competitors may~~ be ~~able to spend greater amounts on acquiring~~required ~~mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors~~ to ~~acquire~~ ~~mineral~~devote ~~exploration~~substantial ~~properties~~time ~~of greater quality and interest~~ to ~~prospective~~ ~~investors~~new ~~who~~compliance ~~may choose to finance their additional exploration and development~~initiatives. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

WeTo ~~also~~operate ~~compete~~effectively, ~~with~~we ~~other junior mineral exploration companies~~will ~~for~~be ~~financing~~required ~~from~~to acontinue ~~limited number of investors that are prepared~~ to ~~invest~~implement changes in ~~such~~ ~~companies.~~certain ~~The~~aspects ~~presence~~ of ~~competing~~our ~~junior mineral exploration companies~~business ~~may~~and ~~impact~~develop, ~~our~~manage ~~ability~~and totrain ~~raise~~management ~~additional~~level ~~capital~~and inother ~~order~~employees to ~~fund our~~comply ~~acquisition~~with oron-going ~~exploration~~public ~~programs~~company ifrequirements. ~~investors~~Failure ~~perceive~~to ~~that~~take ~~investments~~such ~~in our~~actions, ~~competitors are more attractive based on the merit of their mineral~~or ~~exploration~~delay ~~properties~~in or the ~~price~~implementation ~~of the investment opportunity. In addition~~thereof, we ~~compete~~could ~~with~~have ~~both~~a ~~junior~~material ~~and~~adverse ~~senior~~effect ~~mineral~~on ~~exploration companies for~~our ~~available resources~~business, ~~including,~~financial ~~but~~condition ~~not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies~~ and ~~drill~~results ~~rigs~~of operations.

~~General~~The ~~competitive~~Sarbanes-Oxley ~~conditions~~Act, ~~may~~as bewell as ~~substantially~~rules ~~affected~~subsequently implemented by the SEC, imposes various ~~forms~~requirements ofon public ~~energy~~companies, ~~legislation~~including ~~and/or~~requiring ~~regulation~~establishment ~~introduced~~and ~~from~~maintenance ~~time~~of toeffective ~~time~~disclosure byand ~~the~~financial ~~governments~~controls ofand ~~the~~changes ~~United~~in ~~States~~corporate governance practices. Our management and other ~~countries,~~personnel aswill ~~well~~need asto devote a substantial amount of ~~factors~~time ~~beyond~~to ~~our~~these ~~control~~new compliance initiatives. Moreover, ~~including~~these ~~international~~rules ~~political~~and ~~conditions,~~regulations ~~overall~~will ~~levels~~increase ofour ~~supply~~legal and ~~demand~~financial ~~for~~compliance ~~mineral~~costs ~~exploration~~and will make some activities more time-consuming and costly.

InOur ~~the~~independent ~~face~~registered public ofaccounting ~~competition,~~firm wehas ~~may~~issued ~~not~~its beaudit ~~successful~~opinion ~~in acquiring,~~on ~~exploring~~our ~~or developing profitable mineral properties or interests,~~consolidated ~~and~~financial westatements ~~cannot~~appearing ~~give~~in ~~any~~our ~~assurance~~annual ~~that~~report ~~suitable~~on ~~oil~~Form ~~and~~10-K, ~~gas~~including ~~properties or~~an ~~interests~~explanatory ~~will~~paragraph beas ~~available~~to ~~for~~substantial ~~our~~doubt ~~acquisition,~~with ~~exploration~~the orrespect ~~development. Despite~~to ~~this,~~our weability ~~hope~~ to continue ~~compete~~as ~~successfully~~a ingoing ~~the~~concern. ~~mineral exploration industry by:~~

•The ~~keeping~~report ~~our~~of ~~costs~~RBSM ~~low;~~LLP, •our independent ~~relying~~registered onpublic ~~the~~accounting ~~strength~~firm, ofwith respect to our ~~management’s~~consolidated financial ~~contacts;~~statements and •the ~~using~~related ~~our~~notes ~~size~~for ~~and~~the ~~experience~~fiscal toyear ~~our~~ended ~~advantage~~June by30, 2017, ~~adapting~~indicates ~~quickly~~that tothere ~~changing~~was ~~market~~substantial ~~conditions~~doubt orabout ~~responding~~our ~~swiftly~~ability to ~~potential~~continue as ~~opportunities~~a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. For additional information, see Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – “Going Concern.”

~~Intellectual Property~~ 34

WeOther ~~own~~Risks the trademark “Lithium Exploration Group” for the use of mining exploration, namely, lithium exploration services, in class 42 (U.S. CLS. 100 and 101). The registration number is 4,075,565 and was registered on December 20, 2011. We do not have any other intellectual property.

~~Government~~Trends, ~~Regulation~~Risks and Uncertainties

~~Any~~We ~~operations~~have atsought ~~our Lithium properties will be subject~~ to ~~various~~ ~~federal~~identify ~~and state laws and regulations in Canada which govern~~what ~~prospecting,~~we ~~development,~~believe ~~mining,~~to ~~production,~~be ~~exports, taxes, labor standards, occupational health, waste disposal, protection of~~ the ~~environment,~~most ~~mine~~significant ~~safety, hazardous~~risks ~~substances and other matters. We will be required~~ to ~~obtain~~our ~~those licenses~~business, ~~permits~~but orwe ~~other authorizations currently required to conduct~~cannot ~~exploration~~predict ~~and~~whether, ~~other programs. There are no current orders~~ or ~~directions relating~~ to uswhat ~~or to our lithium properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies on the surface impact of our proposed operations~~extent, ~~costs~~any ~~associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation~~ of ~~various~~such ~~sites,~~risks ~~on-going efforts at alleviating the mining impact on wildlife and permits or bonds as~~ may be ~~required~~realized tonor ~~ensure~~can ~~our compliance with applicable~~we ~~regulations.~~guarantee ~~It is possible~~ that ~~the~~we ~~costs~~have ~~and~~identified ~~delays~~all ~~associated~~possible ~~with~~risks ~~such compliance could become so prohibitive~~ that wemight ~~may~~arise. ~~decide to not proceed with~~Investors ~~exploration,~~should ~~development,~~carefully orconsider ~~mining~~all ~~operations on any~~ of ~~our~~such ~~mineral~~risk ~~properties. We~~factors ~~are~~before ~~not~~making ~~presently~~an ~~aware~~investment decision ofwith ~~any~~respect ~~specific~~to ~~material environmental constraints affecting~~ our ~~properties~~common ~~that would preclude the economic development or operation of property in Canada~~stock.

~~Environmental Regulations~~ 35

WeITEM ~~are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations~~1B. WeUNRESOLVED ~~expect~~STAFF to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements. COMMENTS

~~While~~As ~~our~~a ~~intended~~“smaller ~~projects~~reporting ~~and~~company,” ~~business~~we ~~activities~~are do not ~~currently~~ ~~violate~~required ~~any laws, any regulatory changes that impose additional~~to ~~restrictions~~provide orthe ~~requirements~~information onrequired ~~us or on our potential customers could adversely affect us~~ by ~~increasing~~this ~~our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations~~Item.

~~Employees~~ITEM 2. PROPERTIES

WeOur ~~currently~~principal ~~employ~~offices ~~two~~are ~~individuals:~~located at ~~Alexander~~4635 ~~Walsh~~South asLakeshore ~~chief executive~~Drive, ~~officer~~Suite 200, ~~and~~Tempe, ~~Shanon~~Arizona ~~Chilson~~85282. asOn anMay ~~administrative~~25, ~~assistant~~2016, we ~~and~~entered into a sublease agreement with Lakeshore Investment Group II, LLC to ~~controller.~~lease ~~Outside~~the ~~consultants~~premises ~~have~~of ~~been~~our ~~engaged~~principal offices for ~~administrative~~a ~~duties~~term of twelve months ending May 30, 2017 for a monthly rate of $1,199, inclusive of internet and utilities, ~~industry~~and ~~specialties~~continues on a month-to-month basis thereafter.

~~Research~~Our ~~and~~telephone ~~Development~~number in Tempe is (480) 641-4790.

We ~~have~~own ~~not~~no ~~spent~~other ~~any amounts which have been classified as research and development activities in our financial statements during the last two fiscal years~~properties.

~~Going~~Our ~~Concern~~registered agent is Corporate Direct, Inc., 2248 Meridian Boulevard, Suite H, Minden, NV 89423.

WeITEM ~~anticipate that additional funding will be required in the form of equity financing from the sale of our common stock~~3. AtLEGAL 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 exit the exploration phase of our company and reach development and revenue. We do not have enough cash on hand to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. PROCEEDINGS

~~Subsidiaries~~Other than as set out below, 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. We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiaries or has a material interest adverse to our company or our subsidiaries.

WeSettlement ~~have~~with ~~two~~Union ~~wholly-owned~~Capital subsidiaries, Alta Disposal Ltd. and Black Box Energy, Inc., and a 51% owned subsidiary, Alta Disposal Morinville Ltd. Alta Disposal Ltd., was incorporated in the province of Alberta, Canada on July 8, 2011. This subsidiary was formed to stake MAIM (Metallic and Industrial Mineral) rights in Alberta which subsequently lapsed or were sold. Black Box Energy, Inc. was incorporated on September 9, 2016 in the State of Nevada for the purposes of acquiring a 50% working interest in the McKean County Project. Alta Disposal Morinville Ltd. (formerly Blue Tap Resources, Inc.) is an Alberta, Canada corporation, In September 4, 2015 we sold substantially all of the assets, business and undertaking of Alta Disposal Morinville Ltd. LLC

~~REPORTS~~On TOJanuary ~~SECURITY~~31, ~~HOLDERS~~2017, Union Capital LLC (“Union”) filed a complaint against our company in the United States District Court, Southern District of New York. The complaint was disclosed in our Quarterly Report on Form 10-Q filed with the SEC on February 22, 2017. The complaint related to the securities purchase agreement between Union and our Company dated March 5, 2014. Pursuant to that agreement, we issued to Union a $50,000 convertible promissory note and a share purchase warrant exercisable to purchase of 941,619 shares of our common stock at a price of $0.531 per share ($49,999.96 in the aggregate), subject to adjustment.

WeThe ~~are~~complaints ~~not required to deliver an annual report to our stockholders but will voluntarily send an annual report~~alleged, ~~together~~among ~~with~~other ~~our annual audited financial statements upon request. We are required to file annual~~facts, 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 httpthat:~~//www.sec.gov.~~

~~The~~• On ~~public~~January ~~may~~5, ~~read~~2017, ~~and~~Union ~~copy~~sent ~~any~~our company ~~materials~~a ~~filed~~notice byof usexercise ~~with~~to ~~the~~exercise 24,642,857 warrants pursuant to a ~~SEC~~“cashless exercise” at ~~the~~an ~~SEC's~~adjusted ~~Public~~price ~~Reference~~of ~~Room~~$0.0005; at • in violation ~~100~~of Fthe ~~Street,~~terms NEof the warrant, ~~Washington~~we DCfailed ~~20549. The~~to ~~public~~deliver ~~may~~the ~~obtain~~shares ~~information~~as onset forth in the ~~operation~~notice of ~~the~~exercise; ~~Public~~and ~~Reference Room~~ by • we ~~calling~~ breached the ~~SEC~~securities atpurchase ~~1-800-SEC-0330.~~agreement Weand ~~are~~the anwarrant ~~electronic~~by: ~~filer.~~(i) ~~The~~failing ~~SEC~~to honor ~~maintains~~ Union’s annotice ~~Internet~~of ~~site~~exercise, ~~that~~(ii) ~~contains~~failing ~~reports,~~to ~~proxy~~set ~~and~~aside ~~information~~shares sufficient to allow ~~statements,~~ for ~~and~~exercise ~~other~~of ~~information~~the ~~regarding~~shares ~~issuers~~under ~~that~~the ~~file~~terms ~~electronically with~~of the ~~SEC.~~warrant, ~~The~~and ~~Internet~~(iii) ~~address~~and failing to notify Union of certain adjustment to the ~~site~~price isof ~~http://www~~the warrant.~~sec.gov.~~

~~Item~~Accordingly, ~~1A.~~Union ~~Risk~~sought ~~Factors~~the following relief:

~~Much~~• that of the ~~information~~court ~~included~~enter inan ~~this~~order requiring ~~annual~~our ~~report~~Company ~~includes or~~to isspecifically ~~based~~perform ~~upon~~the ~~estimates~~relevant agreements, ~~projections~~including the orwarrant, ~~other~~and ~~“forward-looking~~to ~~statements.” Such~~deliver ~~forward-looking~~immediately ~~statements~~to ~~include~~Union ~~any~~24,642,857 ~~projections~~shares ~~and~~of ~~estimates~~our ~~made~~common stock bypursuant ~~us and~~to bypursuant ~~our~~to ~~management~~the innotice ~~connection~~of ~~with~~exercise; • that our ~~business~~Company ~~operations.~~establish ~~While~~and ~~these forward-looking~~increase ~~statements~~our share reserve, ~~and~~along ~~any~~with ~~assumptions~~the ~~upon~~necessary ~~which~~resolutions ~~they~~and ~~are~~acceptance ~~based,~~of ~~are~~the legal ~~made~~ opinions infurnished ~~good~~by ~~faith~~Union, ~~and~~sufficient ~~reflect~~to ~~our~~enable ~~current~~Union ~~judgment~~to ~~regarding~~sell the ~~direction~~shares publicly without restriction; • an award of damages ~~our~~ in ~~business,~~an ~~actual~~amount ~~results~~to ~~will~~be ~~almost~~determined ~~always~~at ~~vary,~~trial ~~sometimes~~but ~~materially,~~in ~~from~~ any ~~estimates,~~event ~~predictions,~~in ~~projections~~excess of $276,000; and ~~assumptions~~ • an oraward ~~other~~against ~~future~~our ~~performance~~Company for costs and ~~suggested~~ expenses ~~herein~~incurred in the prosecution of this lawsuit, including reasonable legal fees.

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.” 36

~~Risks~~On ~~Related~~April 6, 2017, we achieved a mutual release and settlement with Union regarding the January 31, 2017 complaint. Pursuant to ~~Our~~the ~~Business~~settlement, on April 6, 2017, we issued to Union 90,000,000 common shares of our capital stock. We completed the share issuance in reliance on Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933. As a result, on April 13, 2017, a notice of voluntary dismissal was filed with the district court to end the proceedings against our company.

WeComplaint ~~have~~against aPetro ~~limited~~Chase, ~~operating~~Inc. ~~history~~et ~~and as a result there is no assurance we can operate on a profitable basis~~al.

WeOn ~~have~~March a22, ~~limited~~2017, ~~operating history. Our company's operations~~our ~~will~~wholly-owned besubsidiary, ~~subject~~Black toBox ~~all~~Energy, ~~the~~Inc. ~~uncertainties~~(“BBE”), ~~arising~~filed ~~from the absence of~~ a ~~significant~~ ~~operating~~complaint ~~history. Potential investors should be aware of the~~in ~~difficulties normally encountered by resource exploration companies and~~ the ~~high rate~~Superior ofCourt ~~failure~~ of ~~such~~the ~~enterprises.~~State ~~The likelihood~~ of ~~success~~Arizona ~~must~~(Maricopa ~~be considered~~County) inagainst ~~light of the problems~~PetroChase, ~~expenses, difficulties, complications and~~ ~~delays encountered in connection with the exploration of the properties that we plan to undertake~~Inc. ~~These potential problems include~~, ~~but~~Warren ~~are~~County ~~not limited to~~PC#1, ~~unanticipated~~ ~~problems relating to exploration~~LLC, ~~and~~Stephen ~~additional~~R. ~~costs~~Moore and ~~expenses~~ ~~that~~Sheree ~~may~~Moore, ~~exceed current estimates. The expenditures to be made by us in the exploration of our properties may not result in the discovery of reserves. Problems such~~ as ~~unusual~~well ~~or unexpected formations of rock or land and other~~as ~~conditions~~certain ~~are~~unidentified, ~~involved~~predecessor ~~in resource exploration~~ and ~~often~~success ~~result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial reserves~~corporations, weparent ~~may decide to abandon our claims and acquire new claims~~corporations ~~for new exploration~~ or ~~cease~~subsidiaries ~~operations. The acquisition~~ of ~~additional~~the ~~claims will~~defendants be(collectively ~~dependent upon us possessing capital resources at~~ the ~~time in order to purchase such claims~~“Defendants”). ~~If no funding is available, we may be forced to abandon our operations. There can be no assurance that we will be able to operate on a profitable basis.~~

IfBackground ~~we do not obtain additional financing, our business will fail and our investors could lose their investment.~~

WeIn ~~had~~2016 ~~cash~~the inDefendant, ~~the~~Stephen ~~amount~~R. Moore, on behalf of ~~$25~~PetroChase,~~208~~ ~~and~~solicited ~~working~~investment ~~capital~~from our Company to ~~deficiency~~subscribe ~~(current~~to ~~liabilities~~a ~~exceeding~~50% ~~current~~(of ~~assets~~70%) ofworking ~~$2,473,600~~interest asin of the ~~year~~McKean ~~ended~~County ~~June~~Project 30wells. On September 9, 2016., WeBBE ~~currently~~entered dointo ~~not~~a ~~generate~~letter ~~much~~agreement ~~revenue~~with ~~from~~PetroChase ~~our~~to ~~operations.~~acquire ~~Any~~a ~~direct~~50% ~~acquisition~~ (of a70%) ~~claim~~working ~~under~~interest ~~lease~~in orthe ~~option~~wells, isin ~~subject to~~addition ~~our~~access ~~ability~~ to ~~obtain~~ the wells ~~financing necessary~~ for usthe topurposes ~~fund~~of ~~and~~the ~~carry~~developing ~~out exploration~~our ~~programs~~mechanical onultrasound ~~potential~~technology for ~~properties.~~use ~~The~~in ~~requirements~~water ~~are substantial~~purification. ~~Obtaining~~ ~~additional~~BBE ~~financing~~paid ~~would~~$250,000 ~~be subject~~ to aPetroChase ~~number~~in consideration of ~~factors, including~~the ~~market~~rights ~~prices for resources~~granted, ~~investor~~which ~~acceptance~~funds ofwere ~~our~~to ~~properties~~be ~~and investor~~used ~~sentiment.~~for ~~These~~costs ~~factors~~associated ~~may~~with development ~~negatively~~of ~~affect~~ the ~~timing,~~wells. ~~amount, terms~~Drilling ~~or conditions~~ of ~~any~~the ~~additional~~wells ~~financing~~was ~~available~~ to ~~us.~~be ~~The~~commenced ~~most~~within ~~likely~~a ~~source~~reasonable oftime ~~future~~and ~~funds~~was ~~presently available~~ to uscontinue isuntil ~~through~~all the ~~sale~~wells ofwere ~~equity capital and loans~~completed. ~~Any~~To ~~sale~~date, drilling of ~~share~~the ~~capital~~wells ~~will~~has ~~result~~not inbeen ~~dilution to existing shareholders~~completed.

~~Because~~Allegations of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

~~We are in the very early exploration stage and cannot guarantee that our exploration work will be successful, or that any minerals will be found, or that any production of minerals will be realized.~~ The ~~search~~allegations ~~for valuable~~made ~~minerals as a business is extremely risky. Substantial investment will be required to move our company toward the production of minerals. This may require bringing~~ in ~~a partner to make the necessary investment, but there are no plans at this time for any form of partnership or merger. We can provide investors with no assurance that exploration on~~ our ~~properties~~complaint ~~will establish that commercially exploitable reserves of minerals exist on our property. Additional potential problems that may prevent us from discovering any reserves of minerals on our property~~ include, but are not limited to, ~~unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unable to establish~~ the ~~presence~~following: of commercially exploitable reserves of minerals on our property, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably and investors may lose all of their investment in our company.

We• The ~~have~~defendants nomisrepresented ~~known~~the financial ~~mineral~~condition ~~reserves~~of PetroChase, and wethat ~~may~~the $250,000 would be sufficient to complete the wells; • The defendants knew at all relevant times that they would not ~~find~~be ~~any~~able to perform under the letter ~~lithium~~agreement, and misrepresented their ability to perform; • The defendants misrepresented and mislead BBE regarding their rights to drill the wells on the subject property; • On January 24, ~~even~~2017, ifBBE wesent ~~find~~a ~~lithium~~dispute notice to Stephen R. Moore and PetroChase and demanded the return of the $250,000 investment, itwhich ~~may~~funds have not bebeen inreturned; ~~economic~~• On February ~~quantities~~7, 2017 BBE served Stephen R. IfMoore and PetroChase a demand for wearbitration. ~~fail~~The defendants have failed to ~~find~~respond ~~any~~to ~~lithium~~the ordemand iffor arbitration; weand ~~are~~• The ~~unable~~defendants, toeither ~~find~~directly, or ~~lithium~~acting in ~~economic~~concert with each other, committed breach of contract, constructive ~~quantities~~fraud, weand ~~will~~patterns ~~have~~of tounlawful ~~suspend~~activity, ~~operations~~in soliciting, and absconding with, the $250,000 investment from BBE.

WeThe ~~have~~complaint noseeks ~~known~~a ~~mineral~~return ~~reserves.~~of the ~~Additionally~~$250,000 ~~even~~for ifbreach weof the letter agreement, treble damages ($750,000 in the ~~find~~aggregate), ~~lithium~~plus attorney’s fees, costs, and punitive damages. The lawsuit against PetroChase is pending in ~~sufficient~~the ~~quantity~~Superior toCourt ~~warrant~~of ~~recovery~~Maricopa County, itState ~~ultimately~~of Arizona, ~~may~~case ~~not~~number CV2017-003236. The Company has obtained default against bePetroChase ~~recoverable~~and Warren County PC #1. ~~Finally,~~The ~~even~~Company ifexpects ~~any~~entry ~~lithium~~of isjudgment against ~~recoverable,~~PetroChase weand doWarren ~~not~~County ~~know~~PC ~~that~~#1 within the coming weeks, but the ~~this~~timing ~~can~~of besaid ~~done~~judgment atis abeyond ~~profit.~~the ~~Failure~~control toof ~~locate~~the ~~lithium~~Company. inThe ~~economically~~litigation ~~recoverable~~against ~~quantities~~Stephen ~~will~~and ~~cause~~Sheree usMoore tocontinues ~~suspend~~and ~~operations~~is in its early stages.

~~Supplies~~ITEM ~~needed for exploration may not always be available~~4. If weMINE ~~are~~SAFETY ~~unable to secure exploration supplies we may have to delay our anticipated business operations.~~ DISCLOSURES

~~Competition~~Not ~~and unforeseen limited sources of supplies needed for our proposed exploration work could result in occasional spot shortages of supplies of certain products, equipment or materials~~applicable. There is no guarantee we will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms. Such delays could affect our anticipated business operations and increase our expenses.

~~Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.~~ 37

~~Potential~~PART ~~investors~~II should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail.

~~The~~Market ~~marketability~~Information of natural resources, which may be acquired or discovered by us, will be affected by numerous factors beyond our control. These factors include market fluctuations in lithium pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of mineral resources and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

~~Exploration~~Our ~~and~~common ~~production~~stock ~~activities~~is ~~are~~quoted ~~subject~~on tothe OTC ~~certain~~Markets, Pink Tier, under the symbol “LEXG”. The closing price of our common ~~environmental~~stock ~~regulations~~on September 25, ~~which~~2017 ~~may~~was ~~prevent~~$.0005 orper ~~delay~~share. Set forth below are the ~~commencement~~range of high and low bid quotations for the period indicated as reported by the OTC Markets Group (www.otcmarkets.com). The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may ~~continuation~~not ofnecessarily ~~our~~represent ~~operations~~actual transactions.

In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuation of a given operation. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Period Ended	Bid High		Bid Low

Fiscal Year Ended June 30, 2017
June 30, 2017	$	0.0020	$	0.0006
March 31, 2017	$	0.0112	$	0.0015
December 31, 2016	$	0.0068	$	0.0013
September 30, 2016	$	0.0200	$	0.0026
Fiscal Year Ended June 30, 2016
June 30, 2016	$	0.0490	$	0.0010
March 31, 2016	$	0.1400	$	0.0400
December 31, 2015	$	0.4490	$	0.0200
September 30, 2015	$	0.1800	$	0.0200

~~Any~~Transfer ~~change~~Agent ~~to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.~~

~~The~~Our ~~business~~transfer ofagent ~~mineral exploration and development~~ is ~~subject to~~V ~~substantial regulation under various countries’ laws relating to the~~Stock ~~exploration for~~Transfer, ~~and the development~~LLC, ~~upgrading,~~18 ~~marketing,~~Lafayette ~~pricing~~Place, ~~taxation~~Woodmere, ~~and~~ ~~transportation~~NY ~~of mineral resources and related products and other matters~~11598. ~~Amendments~~ toTheir ~~current~~telephone ~~laws~~number ~~and regulations governing operations and activities~~is of(212) ~~mineral exploration and development operations could have a material adverse impact on our business~~828-8436. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the properties and the mineral exploration industry generally will not be changed in a manner which may adversely affect our progress and cause delays, inability to explore and develop or abandonment of these interests.

~~Permits,~~Holders ~~leases, licenses, and approvals are required from a variety~~ of ~~regulatory~~Common ~~authorities~~Stock at various stages of exploration and development. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted in respect of our activities or, if granted, will not be cancelled or will be renewed upon expiry. There is no assurance that such permits, leases, licenses, and approvals will not contain terms and provisions, which may adversely affect our exploration and development activities.

IfAs weof ~~are~~September ~~unable~~28, to2017, ~~hire~~there were ~~and~~16 ~~retain~~shareholders ~~key~~of ~~personnel,~~record weof ~~may not~~our becommon ~~able~~stock. toAs ~~implement~~of ~~our~~such ~~business~~date, 3,585,818,688 ~~plan~~shares were issued and outstanding.

~~Our~~Dividends success is largely dependent on our ability to hire highly qualified personnel. This is particularly true in highly technical businesses such as resource exploration. These individuals are in high demand and we may not be able to attract the personnel we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.

~~Our~~We ~~independent~~have ~~certified~~never ~~public~~declared ~~accounting~~or ~~firm,~~paid any incash ~~their report~~dividends on ~~the~~our ~~audited~~common ~~financial~~stock. ~~statements~~We ~~for~~currently ~~the~~intend ~~year~~to ~~ended~~retain ~~June 30~~future earnings, ~~2016~~if any, ~~states~~ ~~that~~to ~~there~~increase isour aworking ~~substantial~~capital ~~doubt~~and ~~that~~do wenot ~~will~~anticipate bepaying any ~~able~~cash todividends ~~continue~~in asthe ~~a going~~foreseeable ~~concern~~future.

AsSecurities ofAuthorized ~~June~~for ~~30,~~Issuance ~~2016,~~Under weEquity ~~have experienced significant losses~~Compensation ~~since~~Plans inception. Failure to arrange adequate financing on acceptable terms and to achieve profitability would have an adverse effect on our financial position, results of operations, cash flows and prospects. Accordingly, there is substantial doubt that we will be able to continue as a going concern.

~~Risks~~There ~~Relating~~were tono equity compensation plans formally approved by the ~~Industry~~shareholders inof ~~General~~the Company as of June 30, 2017.

~~Planned~~Recent ~~exploration,~~Sales ~~and if warranted, development and mining activities involve a high degree~~ of ~~risk.~~Unregistered Securities

WeDuring ~~cannot assure you of~~ the ~~success~~year ofended ~~our~~June ~~planned operations. Exploration costs are not fixed~~30, ~~and resources cannot be reliably identified~~ ~~until substantial development has taken place~~2017, ~~which~~the ~~entails~~Company ~~high~~issued ~~exploration and development costs. The costs of mining~~2, ~~processing~~339, ~~development and exploitation activities are subject to numerous variables~~379,237 ~~which~~common ~~could~~shares ~~result~~at ~~in substantial~~a ~~cost~~deemed ~~overruns.~~price ~~Mining for base or precious metals may involve~~ranging ~~unprofitable efforts, not only~~ from ~~dry~~$0.0003 ~~properties,~~to ~~but~~$0.00075 ~~from~~per ~~properties~~share ~~that~~for ~~are productive~~promissory ~~but~~note doand ~~not~~interest ~~produce sufficient net revenues to return a profit after~~conversion ~~accounting~~valued ~~for~~at ~~mining~~$1, ~~operating and other costs~~266,819.

~~Our~~On ~~operations~~April ~~may be curtailed~~4, ~~delayed or cancelled as a result of numerous factors~~2017, ~~many~~the ~~of which are beyond our control, including~~Company ~~economic~~issued ~~conditions~~90, ~~mechanical problems~~000,000 ~~title~~common ~~problems,~~shares ~~weather~~for ~~conditions, compliance~~warrant ~~with~~settlement ~~governmental~~agreement ~~requirements~~as ~~and~~discussed ~~shortages or delays of equipment~~in ~~and~~note ~~services~~12.

We do not insure against all risks associated with our business because insurance is either unavailable or its cost of coverage is prohibitive. The occurrence of an event that is not covered by insurance could have a material adverse effect on our financial condition. 38

~~The~~On ~~impact~~May of12, ~~government~~2017, ~~regulation~~the ~~could~~Company issued ~~adversely~~100,000,000 ~~affect~~common shares to settle warrants under a warrant termination ~~our~~agreement. ~~business~~No other consideration was paid as part of the settlement.

~~Our~~Issuer ~~business~~Purchases is subject to applicable domestic and foreign laws and regulations, including laws and regulations on taxation, exploration, and environmental and safety matters. Many laws and regulations govern the spacing of ~~mines,~~Equity ~~rates~~Securities of production, prevention of waste and other matters. These laws and regulations may increase the costs and timing of planning, designing, drilling, installing, operating and abandoning our mines and other facilities. In addition, our operations are subject to complex environmental laws and regulations adopted by domestic and foreign jurisdictions where we operate. We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil or water, including responsibility for remedial costs.

~~The~~During ~~submission~~the ~~and~~fiscal ~~approval~~year ofended ~~environmental~~June ~~impact~~30, 2017, we did not ~~assessments~~repurchase ~~may~~any beof ~~required~~our equity securities.

~~Environmental~~ITEM ~~legislation is evolving in a manner which means stricter standards; enforcement, fines and penalties for noncompliance are more stringent~~6. ~~Environmental~~SELECTED ~~assessments~~FINANCIAL of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. DATA

~~Because~~As ~~the~~a ~~requirements~~“smaller ~~imposed~~reporting ~~by these laws and regulations frequently change~~company”, we ~~cannot~~are ~~assure~~not ~~you~~required ~~that~~to provide ~~laws and regulations enacted in~~ the ~~future,~~ ~~including~~information ~~changes~~required toby ~~existing~~this ~~laws and regulations, will not adversely affect our business~~Item.

~~Decline~~ITEM in7. ~~mineral~~MANAGEMENT’S ~~prices~~DISCUSSION ~~may~~AND ~~make~~ANALYSIS itOF ~~commercially infeasible~~FINANCIAL ~~for~~CONDITION usAND toRESULTS ~~develop~~OF ~~our property and may cause our stock price to decline.~~ OPERATIONS

~~The~~Cautionary ~~value~~Notice ~~and~~Regarding ~~price~~Forward ofLooking ~~your investment in our common shares,~~Statements our financial results, and our exploration, development and mining activities may be significantly adversely affected by declines in the price of minerals and other precious metals. Mineral prices fluctuate widely and are affected by numerous factors beyond our control, such as interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of mineral-producing countries throughout the world. The price of minerals fluctuates in response to many factors, which are beyond anyone’s prediction abilities. The prices used in making the estimates in our plans differ from daily prices quoted in the news media. Because mining occurs over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons. Such reasons include a belief that the low price is temporary, and/or the expense incurred is greater when permanently closing a mine.

WeThe ~~may~~information ~~not~~contained ~~have~~in ~~access~~Item 7 tocontains ~~all~~forward-looking statements within the meaning of Section 27A of the Securities ~~supplies~~Act of 1933, as amended, and ~~materials~~Section 21E of the Securities Exchange weAct ~~need~~of to1934, ~~begin~~as ~~exploration~~amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, ~~which~~there ~~could~~is ~~cause~~no usassurance that the underlying assumptions will, in fact, prove to ~~delay~~be correct or ~~suspend~~that actual results will not be different from ~~operations~~expectations expressed in this report.

~~Competition~~We ~~and~~desire ~~unforeseen~~to ~~limited~~take ~~sources~~advantage of the ~~supplies~~“safe inharbor” provisions of the Private Securities Litigation Reform Act of ~~industry~~1995. ~~could~~This ~~result~~filing contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in ~~occasional~~this ~~spot~~filing ~~shortages~~other than statements of ~~supplies~~historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such aswords, ~~dynamite~~and similar asexpressions ~~well~~identify asforward-looking ~~certain~~statements, ~~equipment~~but ~~like~~are ~~bulldozers~~not the exclusive means of identifying such statements, and ~~excavators~~their absence does not mean that wethe statement ~~might~~is ~~need~~not forward-looking. These forward-looking statements are subject to ~~conduct~~certain ~~exploration~~risks and uncertainties, including those discussed below. IfOur weactual results, ~~cannot~~performance ~~obtain~~or ~~the~~achievements ~~necessary~~could ~~supplies~~differ materially from historical results as well as those expressed in, weanticipated, ~~will~~or ~~have~~implied by these forward-looking statements. We do not undertake any obligation to ~~suspend~~revise ~~our~~these forward-looking ~~exploration~~statements ~~plans~~to ~~until~~reflect weany dofuture ~~obtain~~events ~~such~~or ~~supplies~~circumstances.

~~Risks~~Readers ~~Associated~~should ~~with~~not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our ~~Common~~actual ~~Stock~~results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in this Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For additional information regarding forward-looking statements, see Item 1 – Our Business – “Forward-Looking Statements.”

~~Trading~~Use ~~on the OTC Markets may be volatile and sporadic, which could depress the market price~~ of ~~our~~Generally ~~common~~Accepted ~~stock~~Accounting ~~and~~Principles ~~make it difficult~~(“GAAP”) ~~for~~Financial ~~our~~Measures ~~stockholders to resell their shares.~~

~~Our~~We ~~common~~use ~~stock~~United isStates ~~quoted~~GAAP financial onmeasures in the ~~OTCQB~~section ~~tier~~ of ~~the~~this ~~electronic~~report captioned “Management’s ~~quotation~~Discussion ~~system~~and ~~operated~~Analysis byor ~~OTC~~Plan ~~Markets~~of .Operation” ~~Trading~~(MD&A), inunless ~~stock~~otherwise noted. ~~quoted~~All onof the ~~OTC Markets~~GAAP isfinancial ~~often~~measures ~~thin~~used ~~and characterized~~ by ~~wide~~us ~~fluctuations~~ in ~~trading~~this ~~prices, due~~report torelate ~~many factors that may have little~~ to ~~do with our operations or business~~ ~~prospects. This volatility could depress~~ the ~~market~~inclusion ~~price~~ of ~~our~~financial ~~common~~information. ~~stock for~~This ~~reasons~~discussion ~~unrelated~~and toanalysis ~~operating~~should ~~performance.~~be ~~Moreover,~~read ~~the~~in ~~OTC~~conjunction ~~Markets~~with isour ~~not a~~financial ~~stock~~statements ~~exchange,~~ and the ~~trading~~notes ofthereto ~~securities~~included onelsewhere ~~the~~in ~~OTC~~this ~~Markets~~annual isreport. ~~often~~All ~~more~~references to ~~sporadic~~dollar ~~than~~amounts ~~the~~in ~~trading~~this ofsection ~~securities~~are ~~listed~~in onUnited aStates ~~quotation~~dollars, ~~system~~unless ~~like NASDAQ~~expressly orstated aotherwise. ~~stock~~Please ~~exchange~~see ~~like~~Item ~~NYSE~~1A or– ~~Amex.~~“Risk ~~Accordingly,~~Factors” ~~shareholders~~for ~~may~~a ~~have difficulty~~list ~~reselling any~~ of ~~the~~our ~~shares~~risk factors.

~~Penny stock rules will limit the ability of our stockholders to sell their stock.~~ 39

~~The~~Overview Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $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 term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. 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 Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide 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.

~~The~~We ~~Financial~~are ~~Industry~~a ~~Regulatory~~U.S.-based ~~Authority,~~exploration and ordevelopment ~~FINRA,~~company ~~has~~that had been focused on the acquisition and development ~~adopted~~potential ~~sales~~of ~~practice~~lithium ~~requirements~~brines ~~which~~and ~~may~~other ~~also~~precious ~~limit~~metals athat ~~shareholder's~~demonstrate ~~ability~~high toprobability ~~buy~~for near-term production. Currently the company is focused testing its SonCav Technology for use in the oil and ~~sell~~gas industry and the acquisition of oil and gas related assets in Western Canada and Southwest Louisiana. We were incorporated on May 31, 2006 in the State of Nevada under the name “Mariposa Resources, Ltd.” Effective November 30, 2010, we changed our ~~stock~~name to “Lithium Exploration Group, Inc.,” by way of a merger with our wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

InOur ~~addition~~executive tooffices ~~the~~are ~~penny stock rules described above, FINRA has~~located ~~adopted~~at ~~rules~~4635 ~~that~~South ~~require~~Lakeshore ~~that~~Drive, inSuite ~~recommending an investment to a customer~~200, ~~a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative~~Tempe, ~~low-priced securities~~AZ ~~to their non~~85282-~~institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information~~7127. ~~Under~~The ~~interpretations~~telephone ofnumber ~~these~~for ~~rules,~~our ~~FINRA~~Tempe ~~believes~~office ~~that there~~ is a(480) ~~high probability that speculative, low~~641-~~priced securities will not be suitable for at least some customers~~4790. 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 its shares.

WeOn doOctober ~~not~~17, ~~intend~~2014, towe ~~pay~~amended our ~~dividends~~Articles ~~and~~of ~~there~~Incorporation, ~~will~~which ~~thus~~amendment bewas filed with the Nevada ~~fewer~~Secretary ~~ways~~of inState ~~which~~on ~~you~~October ~~are~~17, ~~able~~2014, to ~~make~~increase athe ~~gain~~authorized oncapital ~~your~~of our ~~investment~~common shares from 500,000,000 common shares, par value $0.001, to 2,000,000,000 common shares, par value $0.001. Our authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

WeOn ~~have~~January ~~never~~19, ~~paid~~2015, ~~dividends~~we ~~and~~received written doconsent ~~not~~from ~~intend~~our Board of Directors to ~~pay~~implement ~~any~~a reverse stock split ~~dividends~~of ~~for~~our ~~the~~issued ~~foreseeable~~and ~~future.~~outstanding Toshares ~~the~~of ~~extent~~common ~~that~~stock weon ~~may~~a ~~require additional~~basis ~~funding~~of ~~currently~~20 ~~not~~old ~~provided~~shares of common stock for in1 ~~our~~new ~~financing~~share ~~plan,~~of common stock. Stockholders of our ~~funding~~company ~~sources~~originally ~~may~~approved ~~prohibit~~ the ~~declaration~~reverse ofstock ~~dividends.~~split ~~Because~~on weOctober do14, ~~not~~2014 ~~intend~~at toa special ~~pay~~meeting. ~~dividends,~~The ~~any~~reverse ~~gain~~stock onsplit ~~your~~was ~~investment~~reviewed ~~will~~and ~~need~~approved tofor ~~result~~filing ~~from~~by anFINRA, ~~appreciation~~effective inFebruary ~~the~~25, ~~price~~2015, ofand ~~our~~we ~~common~~were ~~stock.~~assigned ~~There~~CUSIP ~~will~~number ~~therefore be fewer~~53680P209, ~~ways~~effective inthat ~~which~~same ~~you~~date. ~~are~~Our ~~able~~authorized tocapital ~~make~~was anot ~~gain~~affected onby ~~your~~the ~~investment~~reverse stock split.

~~Because~~On ~~the~~June ~~SEC~~22, ~~imposes~~2015, ~~additional~~in ~~sales practice~~accordance ~~requirements~~with onour ~~brokers~~Articles ~~who~~of ~~deal~~Incorporation, inour Board of Directors designated 250,000 of our 100,000,000 authorized shares of ~~penny~~Preferred ~~stocks~~Stock as “Series A Preferred Stock”, ~~some~~par ~~brokers~~value ~~may~~$0.001, be(the “Series A Preferred”). The Series A Preferred ~~unwilling~~ranks senior to ~~trade~~ our ~~securities~~common stock, carrying general voting rights with the common stock at the rate of 62 votes per Series A Preferred share. ~~This~~The ~~means~~Series ~~that~~A Preferred ~~you~~will ~~may~~be ~~have~~deemed ~~difficulty~~cancelled within one year of issuance and are not ~~reselling~~entitled ~~your~~to share in dividends or other distributions. So long as any shares, ~~which~~of Series ~~may~~A ~~cause~~Preferred are outstanding, the ~~value~~affirmative vote of ~~your~~not ~~investment~~less than 75% of those outstanding shares of Series A Preferred will be required for any change to our Articles of Incorporation. As of March 31, 2017, there are zero shares of ~~decline~~Series A Preferred outstanding.

~~Our~~On ~~shares~~July ~~are~~13, ~~classified~~2015, asour ~~penny~~Board ~~stocks~~of Directors ~~and~~approved ~~are~~an ~~covered~~increase ~~by Section~~in ~~15(g)~~our authorized capital from 2,000,000,000 shares of ~~the~~common ~~Securities~~stock, ~~Exchange~~par ~~Act~~value of$0.001, ~~1934~~to ~~(the~~10,000,000,000 ~~“Exchange~~shares ~~Act”)~~of ~~which~~common ~~imposes~~stock, ~~additional~~par ~~sales~~value ~~practice~~of ~~requirements~~$0.001 onper ~~brokers-dealers~~share, ~~who~~and ~~sell~~a ~~our securities~~reverse instock ~~this~~split ~~offering~~on ora inbasis ~~the~~of ~~aftermarket.~~up to ~~For~~200 ~~sales~~old shares of ~~our~~common ~~securities, broker-dealers~~stock ~~must~~for ~~make~~1 ashare ~~special~~of ~~suitability~~common ~~determination~~stock. ~~and~~The ~~receive~~increase aof ~~written~~authorized ~~agreement~~capital ~~from~~and ~~you~~stock ~~prior~~split towas ~~making~~approved aby ~~sale~~shareholders on ~~your~~July ~~behalf~~13, 2015. ~~Because~~A ofDefinitive Schedule 14C was filed with the ~~imposition~~ ofSecurities and Exchange Commission (the ~~foregoing~~“SEC”) ~~additional~~on ~~sales~~August ~~practices~~6, it2015. isOn ~~possible~~September ~~that~~9, 2015, we filed with ~~broker-dealers~~the ~~will~~Nevada ~~not~~Secretary ~~want~~of State a Certificate of Amendment to ~~make~~our aArticles ~~market~~of Incorporation inincreasing our authorized capital from 2,000,000,000 shares of common stock, par value $0.001, ~~This~~to ~~could~~10,000,000,000 shares of common stock, par ~~prevent~~value ~~you~~of ~~from~~$0.001 ~~reselling~~per ~~your~~share. ~~shares~~The reverse stock split was reviewed and ~~may~~approved ~~cause~~for filing ~~the~~by ~~value~~FINRA, ofeffective ~~your~~September 30, 2015, and we were assigned CUSIP number ~~investment~~53680P308, toeffective ~~decline~~that same date.

~~Other~~Our ~~Risks~~executive offices are located at 4635 South Lakeshore Drive, Suite 200, Tempe, AZ 85282-7127. The telephone number for our Tempe office is (480) 641-4790.

~~Trends,~~Our ~~Risks~~Business ~~and Uncertainties~~

We ~~have~~are ~~sought~~a toU.S.-based ~~identify~~exploration and ~~what~~development wecompany ~~believe~~that tohad bebeen focused on the ~~most significant~~acquisition ~~risks~~and todevelopment potential ~~our~~of ~~business,~~lithium ~~but~~brines weand ~~cannot~~other ~~predict~~precious ~~whether,~~metals orthat todemonstrate ~~what~~high ~~extent,~~probability ~~any~~for ofnear-term ~~such~~production. ~~risks~~Currently, ~~may~~the becompany ~~realized~~is ~~nor~~focused ~~can~~on wetesting ~~guarantee~~the SonCav ~~that~~Technology wefor ~~have identified~~potential ~~all~~use ~~possible~~in ~~risks~~mining, ~~that~~oil ~~might~~and ~~arise.~~gas ~~Investors~~and ~~should~~other ~~carefully~~industrial ~~consider~~applications ~~all~~in ofthe ~~such~~future. ~~risk~~In ~~factors~~addition, ~~before~~the ~~making~~Company anis ~~investment~~focused ~~decision~~on ~~with~~the ~~respect~~acquisition toof ~~our~~oil ~~common~~and ~~stock~~gas related assets in North America.

~~Item 1B. Unresolved Staff Comments~~40

AsResults aof ~~“smaller~~Operations ~~reporting company,” we are not required to provide the information required by this Item.~~

~~Item~~The 2following summary of our results of operations should be read in conjunction with our audited financial statements for the fiscal years ended June 30, 2017 and 2016. ~~Properties~~Our operating results for the fiscal years ended June 30, 2017 and 2016 are summarized as follows:

On May 25, 2016 we entered into a lease agreement with Lakeshore Investment Group II, LLC to lease the premises of our executive offices located at 4635 South Lakeshore Drive, Suite 200 and 130, Tempe Arizona. The lease is for a period of 12 months beginning June 1, 2016 for a monthly rate of $1,198.67, inclusive of internet and utilities.

		Fiscal Year Ended June 30,
		2017			2016
Revenue	$	-		$	-
Operating expenses		1,010,218			548,217
Interest expense		2,863,042			781,107
Gain on change in the fair value of derivative liability		(695,912	)		(595,512	)
Amortization of debt discount		1,879,437			515,942
Loss on settlement of warrants		42,944			-
Impairment of deposit		250,000			-
Bad-debt write off		-			20,000
Gain on disposal business operations		-			7,761
Loss on extinguishment of liability		1,527,301			-
Loss from discontinued operations		185			78,624
Net loss	$	6,877,215		$	1,340,617

WeRevenue also currently rent an office at a business center at 840 6th Avenue SW, Suite 300, Calgary, AB T2P 3E5 for $998 a month on a month to month basis. Our telephone number in Scottsdale is (480) 641-4790. Our telephone number in Calgary is (403) 930-1925.

~~Item~~We 3.have ~~Legal~~not ~~Proceedings~~earned any revenues since our inception and we do not anticipate earning revenues in the near future.

~~Other~~Operating ~~than~~Expenses as set out below, 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.

OnOur ~~June~~operating ~~12,~~expenses ~~2012,~~for ~~we filed a complaint against Glottech-USA in~~ the fiscal ~~Court~~year ofended ~~Common~~June ~~Pleas of Chester County~~30, ~~Pennsylvania,~~2017 ~~alleging~~are ~~that Glottech-USA~~summarized ~~misused~~as ~~our~~follows, ~~funds and was~~ in ~~breach~~comparison ofto our operating ~~agreements~~expenses ~~that called~~ for ~~Glottech-USA~~fiscal toyear ~~deliver~~ended ~~one~~June ~~initial~~30, ~~unit~~2016: ~~of the mechanical ultrasound technology. We further alleged that Glottech-USA was financially insolvent and unable to fulfill its promises to us.~~

On June 12, 2012, we filed a complaint with the Court of Common Pleas of Chester County, Pennsylvania against Glottech-USA, LLC, Eldredge, Inc., and the Eldredge Companies, Inc. Pursuant to an unopposed motion, the Eldredge parties were dismissed in October of 2012. The complaint initially sought an order of the Court granting possession of the initial unit.

		Fiscal Year Ended June 30,
		2017		2016
Mining expenses	$	87,792	$	31,174
Salaries and related expenses		232,245		237,334
Professional fees		458,505		146,238
Legal fees		109,500		57,945
Other general and administrative expenses		209,968		75,526
Total operating expenses	$	1,010,218	$	548,217

~~Effective~~Operating ~~August~~expenses 14increased $462,001 ~~2012~~for the year ended June 30, we2017 ~~entered~~to ~~into~~$1,010,2181 anfor ~~option~~the ~~agreement~~year ended June ~~with~~30, GD2017, ~~Glottech~~an ~~International~~increase toof ~~protect~~84%. ~~our~~The ~~license~~primary ~~and~~reason ~~distribution~~for ~~rights~~the in change is the ~~event~~increase of ~~that~~$312,267 ~~Glottech-USA~~in ~~became~~professional ~~unable~~fees due primarily to ~~perform~~increases in finder’s’ fees and ~~honor~~use ~~its~~of ~~obligations~~outside consultants, and increase in other general and administrative expenses of $134,442 due primarily to usincreases in marketing and travel expenses.

~~Pursuant to the terms of the option agreement~~Liquidity, weFinancial ~~were~~Condition required to provide an initial amount of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. On September 1, 2012, Glottech-USA’s license to the technology expired and ~~also~~Capital onResources ~~September 1, 2012, we exercised this option agreement and released the funds to GD Glottech International.~~

OnAs ~~October~~of 1June 30, ~~2012~~2017, we ~~entered~~had ~~into a license agreement~~ cash and ~~a sales~~cash ~~agency~~equivalents ~~agreement~~on ~~with~~hand GDof ~~Glottech~~$33,136 ~~regarding GD Glottech International’s proprietary~~ and ~~patented~~a ~~mechanical~~working ~~ultrasound~~capital ~~technology~~deficiency ~~for~~of $6,934,640, ~~use~~as incompared ~~water purification~~to incash ~~the~~equivalents ~~process~~on ofhand ~~separation~~ of ~~salt~~$25,208 and ~~other~~a ~~minerals from~~working ~~lithium~~capital ~~bearing~~deficiency ~~brine~~of ~~produced~~$2,473,600 ~~from~~as ~~oil~~of ~~and~~June ~~gas~~30, ~~operations~~2016. The ~~license agreement~~increase ~~and~~in ~~sales agency agreement expands and replaces all prior agreements~~working ~~among~~capital ~~our~~deficiency ~~company,~~is GDmainly ~~Glottech~~due ~~International and Glottech-USA, LLC regarding our rights~~ to ~~use and sell~~ the ~~mechanical~~issuance ~~ultrasound~~of ~~technology,~~convertible ~~included~~notes induring ~~our~~the ~~letter~~year ofended ~~intent~~June ~~dated November 18~~30, ~~2011, and our option agreement dated August 14, 2012~~2017.

Pursuant to the sales agency agreement we were appointed as sales agent for the patented mechanical ultrasound technology within Canada. Our appointment is exclusive within the field of non petro-chemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we agreed to issue to GD Glottech International 500 (adjusted for subsequent reverse stock splits) common shares of our capital stock, which obligation has been satisfied through the transfer to GD Glottech International of 500 (adjusted for subsequent reverse stock splits) shares held by our officer and director, Alexander Walsh. It was the explicit intention of the parties that this share transfer fulfills the prior obligations of Alexander Walsh and our company with respect to the option contemplated in the March and November 2011 agreements with Glottech-USA. We will receive a royalty in respect of sales of the technology secured by us. The term of the initial agreement will be for 5 years with the possibility of extension if sales targets are achieved. 41

~~Pursuant~~Convertible toPromissory ~~the~~Notes license agreement, we obtained the exclusive right to use the mechanical ultrasound technology within the field of non-petro-chemical mining within the territory of Canada. We may also sublicense our rights under the license in respect of one or more units of the technology to any entity operating within the field of use in which we own or beneficially own at least a 20% equity interest. GD Glottech International agreed to supply us with up to 5 technology units per 12-month period from the effective date of the license term, which will start from the month of delivery of the unit of the technology. The first unit of the technology provided under the license to be provided at no additional cost to us and subsequent units shall be subject to a fee based on the then current retail price of the units. If we sublicense any of our rights, the term of the applicable license will be for 5 years from the date the applicable unit is delivered. Pursuant to the license agreement, GD Glottech International shall provide ongoing technical assistance and training in respect of our use of the technology at our cost.

InDuring ~~consideration of~~ the ~~license,~~year weended ~~will~~June ~~pay to GD Glottech~~30, ~~International~~2017, ~~a royalty based on~~ the ~~tonnage~~Company ofreceived ~~water~~net ~~produced~~proceeds byfrom ~~our~~issuance ~~use~~ of ~~the technology~~convertible ~~in accordance with the agreement. A minimum annual royalty will be~~promissory ~~applicable.~~notes ~~The term~~ of ~~the license agreement shall be for an initial period of 5 years and shall be renewable for additional terms of 5 years provided that we satisfy the minimum royalty requirements during each period~~$2,790,946.

GDShare ~~Glottech~~Issuances ~~International’s technology is designed~~ to ~~separate suspended~~Settle ~~solids~~Debt from water (brine), which is one step in the process that we are taking to produce commercially viable minerals. The technology produces extremely high temperatures, which destroy organic substances such as bacteria and other toxic agents. We believe that GD Glottech International's technology can provide lower costs of operation as well as reduced time for site clean-up than traditional methods of water treatment. We anticipate using this application to extract dissolved solids like lithium, potassium, and magnesium from oil field brine. The disposal of produced water (brine) from oil and gas production in Alberta is a significant environmental issue for the province and presents a considerable economic issue for producers. We intend to use the technology on our Valleyview Property in Alberta, in cooperation with oil and gas producers, to treat and dispose of their produced water while monetizing the minerals that are contained within that produced water stream that is being brought to the surface during the oil and gas production process. As we owned the MAIM (Metals and Industrial Minerals) claims to the minerals on the Valleyview Property, the minerals contained in their produced water stream fall under our rights. While we have had discussions with oil and gas consultants and oil operators regarding their difficulties in treating the brine at some of their fields, we have no formal agreements in place.

~~The~~During ~~technical process is based on~~ the ~~use~~year ofended ~~mechanical ultrasound~~June ~~generated~~30, ~~through~~2017, the ~~production~~Company ~~of a series of cavitations.~~issued ~~Mechanical ultrasound is a machine-produced sound of a frequency above the upper limit of the normal range of human hearing. Cavitations are the rapid formation and collapse of bubbles in liquids~~2,339,379,237 ~~caused~~common byshares ~~the~~at ~~movement of something such as~~ a ~~propeller~~deemed orprice byranging ~~waves~~from ~~of high-frequency sound~~$0.0003 ~~The production of mechanical ultrasound allows GD Glottech International’s technology~~ to ~~distill the fluid stock~~$0. ~~Using mechanical~~00075 ~~ultrasound~~per share for ~~distillation~~promissory ~~has~~note ~~been~~and ~~attempted~~interest ~~before,~~conversion ~~but~~valued ~~the~~at external energy requirement needed to produce the mechanical ultrasound was far too expensive to make it commercially viable. GD Glottech International’s technology uses the energy released during the cavitations in order to make it commercially viable from an economic perspective. During these cavitations$1, ~~a millisecond of energy is released. During this release~~266, ~~temperatures can reach 5,000 degrees centigrade~~819.

OnGoing ~~August~~Concern 27, 2012, we filed a motion to amend our complaint to include claims of breach of trust and fiduciary duty, breach of good faith and fair dealing, breach of contract, conversion of funds, fraud, and the imposition of a constructive trust. We believe that this action was necessary to protect our interests against possible misuse of funds by Glottech-USA, LLC and its principals. We will also seek damages as appropriate.

OnThe ~~October~~audited ~~19,~~consolidated financial ~~2012,~~statements GDcontained ~~Glottech~~in ~~International~~this ~~moved~~annual toreport on Form 10-K have been ~~intervene~~prepared assuming that the Company will continue as ana ~~interested~~going ~~party~~concern. inThe Company has accumulated losses from inception through the ~~litigation~~period ~~pending~~ended ~~against~~June ~~Glottech-USA~~30, 2017 of $57,683,563 as well as negative cash flows from operating activities. Presently, GDthe ~~Glottech~~Company ~~International~~does ~~cited~~not have sufficient cash resources to meet its ~~role~~plans asin ~~owner~~the twelve ofmonths following June 30, 2017. These factors raise substantial doubt about the ~~patents~~Company’s ability to continue as a ~~basis~~going ~~for~~concern. Management is in the ~~intervening~~process of working with existing lenders and evaluating various financing alternatives in order to finance our product development and asset acquisition activities and general and administrative expenses. These alternatives include raising funds through the ~~litigation~~issuance ~~against~~of ~~Glottech~~convertible debt or other equity-~~USA.~~linked securities Wethrough ~~believe~~either GDinstitutional ~~Glottech~~or retail investors. Although there is ~~International’s~~no ~~entry~~assurance ~~into~~that the ~~litigation~~Company ~~against~~will ~~Glottech~~be successful with our fund-~~USA~~raising initiatives, ismanagement ~~favorable~~believes that the Company will be able to secure the ~~our~~necessary ~~cause~~financing inas ~~the~~a ~~litigation~~result of ongoing financing discussions with third party investors and existing investors.

OnThe ~~October~~consolidated 22financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. If the Company raises additional funds through the issuance of equity, ~~2012~~the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to the ~~Court~~rights, preferences and privileges of the ~~Common~~Company’s ~~Pleas~~common instock. ~~Chester~~Additional financing may not be available upon ~~County~~acceptable terms, ~~Pennsylvania~~or at all. If adequate funds are not available or are not available on acceptable terms, ~~granted~~the ~~our~~Company ~~motion~~may not be able to ~~amend~~take ~~our~~advantage ~~complaint~~of prospective ~~against~~business endeavors or opportunities, which could significantly and ~~Glottech-USA~~materially torestrict ~~add~~its ~~claims~~future plans for ~~fraud~~developing its business and ~~damages~~achieving commercial ~~reflective~~revenues. ofIf the ~~malfeasance which~~Company weis ~~allege~~unable ~~against~~to ~~Glottech-USA~~obtain ~~and~~the ~~its~~necessary ~~officers~~capital, the Company may have to cease operations.

OnWorking ~~December~~Capital ~~12,~~Deficiency 2012, GD Glottech International removed the management of Glottech-USA and appointed itself as the manager of Glottech-USA. On the same day, Larry Nesbit, Mark Siegel and Ron Fender filed a motion to dissolve Glottech-USA in Mississippi on the basis that Glottech-USA was unable to meet its financial obligations and could not finish or deliver the unit to us.

On December 19, 2012, an attorney purportedly acting on behalf of Glottech-USA filed a motion in the lawsuit pending in Chester County, Pennsylvania, seeking possession of the unit. In addition, Glottech-USA filed a counterclaim seeking possession of the unit.

		June 30,			June 30,
		2017			2016
Current assets	$	54,008		$	48,007
Current liabilities		6,988,728			2,521,607
Working capital deficiency	$	(6,934,640	)	$	(2,473,600	)

GDAs ~~Glottech~~of ~~International~~June ~~immediately~~30, ~~filed~~2017, aour ~~motion~~total current toassets ~~quash Glottech-USA’s~~were ~~motion~~$54,008, our total current liabilities were $6,988,728 and we ~~for~~had ~~sanctions~~a ~~against~~working ~~the~~capital ~~law~~deficit ~~firm~~of ~~that~~$6,934,640 ~~filed~~(June ~~the motion~~30, 2016 - $2,473,600). WeOur financial ~~also~~statements ~~filed~~report a ~~motion~~net loss of $6,877,215 ~~seeking~~for ~~disqualification~~the year ended June 30, 2017 and an accumulated deficit of $57,683,563 for the ~~law~~period ~~firm~~from ~~that~~May 31, 2006 ~~purported~~(date of inception) to ~~represent~~June ~~Glottech~~30, 2017 (June 30, 2016 -~~USA~~ on$50,806,439). ~~the~~We ~~basis~~have suffered ~~that~~recurring ~~the~~losses ~~new~~from ~~management~~operations. ~~for~~The continuation of our company is ~~Glottech-USA~~dependent ~~had~~upon ~~fired~~our ~~the~~company ~~law~~attaining ~~firm~~and maintaining profitable operations and, raising additional capital as ~~such,~~needed. ~~the~~In ~~law~~this ~~firm~~regard nowe ~~longer~~have ~~had~~raised additional ~~authority~~capital tothrough ~~represent~~equity ~~Glottech-USA~~offerings and loan transactions.

On April 25, 2013, we attended a hearing on the motions pending in the lawsuit filed in Chester County, Pennsylvania. The Court did not rule on any of the motions and, instead, stayed the case as to Glottech-USA until December of 2013 pending the outcome of the lawsuit seeking dissolution of Glottech-USA. The matter in Pennsylvania is no longer stayed. An attorney purporting to represent Glottech-USA and the receiver appointed in Mississippi has filed motions and other documents that may move the matter forward. We have pending preliminary objections to the counterclaim, including a request for a determination of which group is in control of Glottech-USA. 42

~~Certain~~Cash ~~members~~Flows of Glottech-USA continue to pursue dissolution of the company in Mississippi. The members of Glottech-USA who seek dissolution have stated in court filings that it is not practicable for Glottech-USA to continue as an ongoing business. In addition, Sulzer filed suit against Glottech-USA Texas for unfulfilled obligations.

We do not believe that Glottech-USA has sufficient capital to continue as an ongoing business. We have provided full consideration to Glottech-USA and complied with all other agreed upon terms. We believe any assertions against us to lack merit.

		Year Ended June 30,
		2017			2016
Net cash used in operating activities	$	(1,229,557	)	$	(402,644	)
Net cash used in investing activities		(1,033,620	)		-
Net cash provided by financing activities		2,270,946			368,000
Effect of foreign currency exchange		159			(4,246	)
Increase (decrease) in cash and cash equivalents	$	7,928		$	(38,890	)

~~Given~~The ~~pending~~increase ~~litigation~~in ~~against~~net ~~Glottech-USA,~~cash ~~and~~used ~~the~~in ~~uncertainties~~operating ~~naturally~~activities ~~inherent~~in ofthe ~~any~~year ~~litigation~~ended ~~(particularly~~June as30, 2017 is mainly related to ~~outcome~~the ~~and~~increase ~~timing~~in ~~thereof),~~operation weexpenses. ~~have~~The ~~moved~~increase toin ~~assure~~cash ~~continuity~~used ofin ~~our~~investing activities ~~licensing~~is ~~rights through~~due ~~entering~~to ~~into,~~the investments and ~~exercising,~~advances ~~the~~to ~~option~~PetroChase toand ~~contract~~WhiteTop. The ~~directly~~increase ~~with~~in ~~the technology~~cash ~~inventor~~provided ~~and~~by ~~patents~~financing ~~owner,~~activities GDis ~~Glottech~~due ~~International~~increased issuances of convertible debentures.

~~Thus,~~Future ~~regardless~~Financing ~~of the outcome of the litigation, or indeed any action or inaction of Glottech-USA, our interest in the technology is assured.~~

OnWe ~~December~~will 18require additional funds to implement our growth strategy for our business. In addition, ~~2015~~while we ~~withdrew~~have received ~~our~~capital ~~complaint~~from ~~against~~various private placements that have enabled us to fund ~~Glottech-USA~~our operations, ~~LLC~~these ~~filed~~funds inhave ~~Court~~been oflargely ~~Common~~used ~~Pleas~~to indevelop ~~Chester~~our ~~County~~processes, ~~Pennsylvania~~although additional funds are needed for other corporate operational and working capital purposes. ~~Concurrently~~Our principal sources of funds have been from sales of our common stock and the issuance of convertible debentures. Not including funds needed to pay down any convertible debt, we ~~released~~anticipate ~~Glottech~~that ~~–USA~~we will need to raise an additional $1,000,000 ~~LLC~~to ~~and~~cover ~~its~~all ~~former~~of our ~~principals~~operational expenses over the next 12 months. These funds may be raised through equity financing, ~~Mark~~debt ~~Seigel~~financing, ~~Larry~~or ~~Nesbit~~other ~~and~~sources, ~~Ron~~which ~~Fender~~may result in further dilution in the equity ownership of our shares. There can be no assurance that additional financing will be available to us when needed or, ~~from~~if ~~any~~available, ~~and~~that such ~~all~~financing ~~claims~~can be obtained on commercially reasonable terms. If we are not ~~related~~able to obtain the ~~complaint~~additional necessary financing on a timely basis, or if we are unable to generate significant revenues from operations, we will not be able to meet our other obligations as they become due, and we will be forced to scale down or perhaps even cease our operations.

~~Item~~Off-Balance 4.Sheet ~~Mine~~Arrangements ~~Safety Disclosures~~

~~Not~~We ~~applicable~~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.

~~PART~~Effects IIof Inflation

~~Item~~We 5.do ~~Market~~not ~~for~~believe ~~Registrant's~~that ~~Common~~inflation has ~~Equity~~had ~~and~~a ~~Related~~material ~~Stockholder~~impact ~~Matters~~on ~~and~~our ~~Issuer~~business, ~~Purchases~~revenues ofor ~~Equity~~operating ~~Securities~~results during the periods presented.

~~Our~~Critical ~~common~~Accounting ~~stock~~Policies isand ~~quoted~~Estimates ~~on the OTC Markets electronic quotation system under the Symbol "LEXG".~~

~~The~~Our ~~high~~audited financial statements and ~~low~~accompanying ~~bid~~notes ~~prices~~are ofprepared ~~our~~in ~~common~~accordance ~~stock~~with ~~for~~generally accepted accounting principles used in the ~~periods~~United States. Preparing financial statements ~~indicated~~requires ~~below~~management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are asaffected ~~follows:~~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 financial statements is critical to an understanding of our financial statements.

OTC Bulletin Board
Quarter Ended	High*	Low*
October 10, 2016	0.01	0.00
September 30, 2016	$0.02	$0.00
June 30, 2016	$0.05	$0.00
March 31, 2016	$0.14	$0.04
December 31, 2015	$0.45	$0.02
September 30, 2015	$0.15	$0.06
June 30, 2015	$5.80	$0.06
March 31, 2015	$9.20	$3.19
December 31, 2014	$32.20	$2.00
September 30, 2014	$199.60	$23.20

Principal of Consolidation

•The ~~Prices~~consolidated ~~reflect~~financial statements ~~actual~~include ~~prices~~the asaccounts ~~quoted~~of on the ~~OTC~~Company, ~~Markets~~its ~~adjusted~~wholly-owned ~~retroactively~~subsidiary ~~for~~Alta Disposal ~~our~~Ltd. 20and ~~for~~its 151% owned subsidiary Alta Disposal Morinville Ltd. (formerly Bluetap Resources Ltd.).Intercompany accounts and ~~200~~transactions ~~for~~have 1been ~~reverse~~eliminated ~~stock~~in consolidation ~~splits~~in ~~which~~conformity ~~became~~with ~~effective~~the onapplicable ~~February~~accounting ~~25,~~framework. ~~2015~~No transactions ~~and~~occurred ~~September~~within Black Box Energy for the year ended June 30, ~~2015, respectively~~2017.

Our common shares are issued in registered form. VStock Transfer, 77 Spruce St, Suite 201, Cedarhurst, New York 11516 (Telephone: (212)-828-8436; Facsimile: (646) 536-3179) is the registrar and transfer agent for our common shares. 43

OnUse ~~October 11, 2016, the list~~ of ~~stockholders~~Estimates ~~for our shares of common stock showed 15 registered stockholders and 162,724,024 shares of common stock outstanding.~~

~~Dividends~~The preparation of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Significant estimates that may materially change in the near term include the valuation of derivative liabilities and the underlying warrants, as well as fair value of investments.

WeCash ~~have not declared any dividends on our common stock since the inception of our company on March 8, 2006. There is no restriction in our Articles of Incorporation~~ and ~~Bylaws~~Cash ~~that~~Equivalents ~~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~~Cash ~~Compensation~~and ~~Plan~~cash ~~Information~~equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. We had $33,136 and $25,208 in cash and cash equivalents at June 30, 2017 and 2016, respectively.

AsConcentration of ~~June~~Risk ~~30, 2016, we have not adopted an equity compensation plan under which our common stock is authorized for issuance.~~

~~Purchase~~The Company maintains cash balances at a financial institution which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for banks located in the US. As of June ~~Equity~~30, ~~Securities~~2017 byand 2016, the ~~Issuer~~Company had no deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and ~~Affiliated~~believes it is not exposed to any risk of loss ~~Purchasers~~on its cash in bank accounts.

WePrepaid ~~did~~Expenses ~~not purchase any of our shares of common stock or other securities during the year ended June 30, 2016.~~

~~Recent~~Prepaid ~~Sales~~expenses consist of security ~~Unregistered~~deposit ~~Securities~~for office lease which will be expensed or refunded at the end of the lease period.

~~We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2016 that were not otherwise disclosed on our quarterly reports on Form 10~~Start-QUp orCosts our current reports on Form 8-K filed during the year ended June 30, 2016. We completed the following sales of unregistered securities during and subsequent to the three month period under June 30, 2016:

OnIn ~~April~~accordance 4,with ~~2016~~FASC 720-15-20 “Start-Up Costs,” the Company ~~issued~~expenses ~~160,043~~all ~~common~~costs ~~shares~~incurred atin ~~a deemed~~connection ~~price~~with ofthe start-up ~~$0.0126~~and ~~per~~organization ~~share~~of ~~for~~the ~~promissory note conversion~~Company.

OnMineral ~~April~~Acquisition 4,and ~~2016~~Exploration ~~the~~Costs ~~Company issued 650,000 common shares at a deemed price of $0.026 per share for promissory note conversion.~~

OnThe ~~April~~Company 4,has ~~2016~~been in the exploration ~~Company~~stage ~~issued~~since ~~641~~its formation on May 31,~~025~~ ~~common~~2006. ~~shares~~Mineral atproperty acquisition aand exploration costs are expensed as incurred. When it has been ~~deemed~~determined ~~price~~that a mineral property can be economically developed as a result of establishing $0proven and probable reserves, the costs incurred to develop such property are capitalized.~~0252~~ ~~per~~Such ~~share~~costs ~~for~~will ~~promissory~~be ~~note~~amortized ~~conversion~~using the units-of-production method over the estimated life of the probable reserves.

OnConcentrations ~~April 5, 2016 the Company issued 227,770 common shares at a deemed price~~ of ~~$0.011~~Credit ~~per~~Risk ~~share for promissory note conversion.~~

OnOur ~~April~~financial 6,instruments ~~2016~~that are exposed to concentrations of credit risk primarily consist of our cash and cash equivalents and related party payables we will likely incur in the ~~Company~~near future. ~~issued~~Our ~~490~~company places our cash and cash equivalents with financial institutions of high credit worthiness. At times,~~027~~ ~~common~~our ~~shares~~cash atand cash equivalents with a particular financial institution may exceed any applicable government ~~deemed~~insurance ~~price~~limits. Our company’s management plans to assess the financial strength and credit worthiness of ~~$0.01807~~any ~~per~~parties ~~share~~to ~~for~~which ~~promissory~~we ~~note~~extend ~~conversion~~funds, and as such, we believe that any associated credit risk exposures are limited.

~~On April 7, 2016 the Company issued 267,396 common shares at a deemed price of $0.0075 per share for promissory note conversion.~~44

OnNon-controlling ~~April~~Interest ~~8, 2016 the Company issued 591,620 common shares at a deemed price of $0.009329 per share for promissory note conversion.~~

OnThe ~~April~~49% 8third party ownership of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.) at June 30, 2017 and 2016 ~~the~~are ~~Company~~recorded ~~issued~~as ~~769,230~~non-controlling ~~common~~interests ~~shares~~in atthe aconsolidated ~~deemed~~financial ~~price~~statements. Details of ~~$0.0126~~changes ~~per~~in ~~share~~the ~~for~~non-controlling ~~promissory~~interests ~~note~~during the ~~conversion~~years ended June 30, 2017 and 2016 and are reflected in the consolidated statement of deficit.

OnRelated ~~April~~Parties ~~11, 2016 the Company issued 500,000 common shares at a deemed price of $0.00975 per share for promissory note conversion.~~

OnParties ~~April~~are ~~12,~~considered ~~2016~~to be related to the Company ~~issued~~if ~~776~~the parties,~~000~~ directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common ~~shares~~control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is ~~deemed~~recorded ~~price~~at the cost to the related party and any payment to or on behalf of ~~$0.0075~~the related ~~per~~party ~~share~~in ~~for~~excess ~~promissory~~of ~~note~~the ~~conversion~~cost is reflected as a distribution to related party.

OnNet ~~April~~Income ~~13,~~or ~~2016~~(Loss) ~~the~~per ~~Company~~Share ~~issued 775,000 common shares at a deemed price~~ of ~~$0.00975~~Common ~~per~~Stock ~~share for promissory note conversion.~~

OnThe ~~April~~Company 13has adopted FASC Topic No. 260, ~~2016~~“Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the ~~Company~~face ~~issued~~of ~~669,222~~the ~~common~~income ~~shares~~statement atfor all entities with complex capital structures and requires a reconciliation of the numerator and ~~deemed~~denominator ~~price~~of the basic EPS computation to the numerator and denominator of $0the diluted EPS computation.~~0075~~ In the accompanying financial statements, basic earnings (loss) per share ~~for~~is ~~promissory~~computed ~~note~~by ~~conversion~~dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

OnForeign ~~April~~Currency ~~13,~~Translations ~~2016 the Company issued 750,312 common shares at a deemed price of $0.009329 per share for promissory note conversion.~~

OnThe ~~April~~Company’s ~~11,~~functional ~~2016~~and reporting currency is the ~~Company~~U.S. ~~issued~~dollar. ~~575,327~~All ~~common~~transactions ~~shares~~initiated in other currencies are translated into U.S. dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a ~~deemed~~separate ~~price~~component of $0stockholders’ equity (deficit) as a component of comprehensive income or loss.~~010985~~ ~~per~~Upon ~~share~~realization, ~~for~~the ~~promissory~~amount ~~note~~deferred ~~conversion~~is recognized in income in the period when it is realized.

OnTranslation ~~April 14, 2016 the Company issued 790,000 common shares at a deemed price~~ of ~~$0.007500~~Foreign ~~per~~Operations ~~share for promissory note conversion.~~

OnThe ~~April~~financial ~~14,~~results ~~2016~~and position ~~the~~of ~~Company~~foreign ~~issued~~operations ~~803,725~~whose ~~common~~functional ~~shares~~currency atis ~~a deemed~~different ~~price~~from ofthe Company’s ~~$0.0075~~presentation ~~per~~currency ~~share~~are ~~for~~translated ~~promissory~~as ~~note~~follows: ~~conversion.~~

On• ~~April~~assets ~~14,~~and ~~2016~~liabilities ~~the~~are ~~Company~~translated ~~issued~~at ~~846,153~~period-end ~~common~~exchange ~~shares~~rates prevailing at ~~a deemed~~that ~~price~~reporting ofdate; ~~$0.00975~~• ~~per~~equity ~~share~~is ~~for~~translated ~~promissory~~at ~~note~~historical ~~conversion~~exchange rates; and • income and expenses are translated at average exchange rates for the period.

OnExchange ~~April~~differences ~~17,~~arising ~~2016~~on translation of foreign operations are transferred directly to the Company’s accumulated ~~issued~~other ~~1,128,205~~comprehensive ~~common~~loss ~~shares~~in atthe consolidated financial statements. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a ~~deemed~~currency ~~price~~other ofthan ~~$0.00975~~the ~~per~~functional ~~share~~currency ~~for~~are included ~~promissory~~in ~~note~~the ~~conversion~~consolidated statements of operations.

~~On April 18, 2016 the Company issued 819,493 common shares at a deemed price of $0.010595 per share for promissory note conversion.~~45

OnThe ~~April~~relevant ~~19,~~translation ~~2016~~rates ~~the~~are ~~Company issued 850,000 common shares at a~~as ~~deemed~~follows: ~~price of $0.00975 per share for promissory note conversion.~~

On April 19, 2016 the Company issued 1,041,960 common shares at a deemed price of $0.0075 per share for promissory note conversion.

		Year Ended June 30,
		2017		2016
Closing rate CDN$ to US$ as of June 30, 2017	$	0.770	$	0.769
Average rate CDN$ to US $ for the period June 30, 2017		0.754		0.776

OnComprehensive ~~April~~Income ~~19,~~(Loss) ~~2016 the Company issued 750,312 common shares at a deemed price of $0.009329 per share for promissory note conversion.~~

OnFASC ~~April~~Topic 20No. 220, “Comprehensive ~~2016~~Income,” ~~the~~establishes ~~Company~~standards ~~issued~~for ~~750,000~~reporting ~~common~~and ~~shares~~display atof comprehensive income and its components in a ~~deemed~~ ~~price~~full set of $0general-purpose financial statements.~~0075~~ ~~per~~As ~~share~~of June 30, 2017 and 2016, the Company had no material items of other comprehensive income except for ~~promissory~~the ~~note~~foreign ~~conversion~~currency translation adjustment.

OnRisks ~~April~~and ~~21,~~Uncertainties ~~2016 the Company issued 469,119 common shares at a deemed price of $0.010595 per share for promissory note conversion.~~

OnOur ~~April~~company ~~21,~~operates ~~2016~~in the resource ~~Company~~exploration ~~issued~~industry 1that is subject to significant risks and uncertainties,~~048~~ including financial,~~416~~ ~~common~~operational, ~~shares~~technological, atand other risks aassociated ~~deemed~~with ~~price~~operating ofa ~~$0.007500~~resource ~~per~~exploration ~~share~~business, ~~for~~including ~~exercise~~the potential risk of ~~warrants~~business failure.

OnEnvironmental ~~April~~Expenditures ~~22, 2016 the Company issued 1,140,474 common shares at a deemed price of $0.0075 per share for promissory note conversion.~~

OnThe ~~April~~operations 22of our company have been, ~~2016~~and may in the ~~Company~~future ~~issued~~be, 1affected from time to time in varying degree by changes in environmental regulations,~~100,000~~ ~~common~~including ~~shares~~those atfor future areclamation ~~deemed~~and ~~price~~site restoration costs. Both the likelihood of $0new regulations and their overall effect upon our company vary greatly and are not predictable.~~00975~~ Our ~~per~~company's ~~share~~policy ~~for~~is ~~promissory~~to ~~note~~meet ~~conversion~~or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

OnEnvironmental ~~April~~expenditures ~~22,~~that relate ~~2016~~to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the ~~Company~~uncertainty ~~issued~~of ~~256~~their future recoverability. Estimated future reclamation and site restoration costs,~~410~~ ~~common~~when the ~~shares~~ultimate atliability ais reasonably determinable, are charged against earnings ~~deemed~~over ~~price~~the estimated remaining life of ~~$0.00975~~the ~~per~~related ~~share~~business ~~for~~operation, ~~promissory~~net ~~note~~of expected ~~conversion~~recoveries.

OnWarrants ~~April 26, 2016 the Company issued 923,077 common shares at a deemed price of $0.0065 per share for promissory note conversion.~~

OnThe ~~April~~Company 26accounts for currently outstanding detachable warrants to purchase common stock as derivative liabilities as they are freestanding derivative financial instruments. The warrants are recorded as derivative liabilities at fair value, ~~2016~~estimated ~~the~~using ~~Company~~a Black-Scholes ~~issued~~option 1pricing model,~~600,000~~ ~~common~~and ~~shares~~marked to market at each balance sheet adate, ~~deemed~~with ~~price~~changes in the fair value of $0the derivative liabilities recorded in the consolidated statements of operations and comprehensive loss.~~00715~~ ~~per~~Upon ~~share~~exercise of ~~for~~a ~~promissory~~derivative ~~note~~financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity.

OnConvertible ~~April~~Instruments ~~28, 2016 the Company issued 1,500,000 common shares at a deemed price of $0.0065 per share for promissory note conversion.~~

OnThe ~~April~~Company 28evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. It provides three criteria that, ~~2016~~if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic ~~Company~~characteristics ~~issued~~and 1risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,~~007,941~~ ~~common~~(b) ~~shares~~the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a ~~deemed~~separate ~~price~~instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of $0this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability.~~0065~~ ~~per~~In ~~share~~the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for ~~promissory~~the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption.

~~On April 29, 2016 the Company issued 769,231 common shares at a deemed price of $0.0065 per share for promissory note conversion.~~46

OnFair ~~April~~Value ~~29, 2016 the Company issued 1,214,575 common shares at a deemed price~~ of ~~$0.0076~~Financial ~~per~~Instruments ~~share for promissory note conversion.~~

OnASC ~~April 29~~820, ~~2016~~“Fair Value Measurements and Disclosures” requires an entity to maximize the ~~Company~~use ~~issued~~of ~~1,529,480~~observable ~~common~~inputs ~~shares~~and minimize atthe use of unobservable inputs when measuring fair value. ASC 820 establishes a ~~deemed~~fair ~~price~~value hierarchy based on the level of $0independent, objective evidence surrounding the inputs used to measure fair value.~~007500~~ ~~per~~A ~~share~~financial instrument’s ~~for~~categorization ~~exercise~~within the fair value hierarchy is based upon the lowest level of ~~warrants~~input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

On• ~~April~~Level ~~29,~~1 ~~2016~~- ~~the~~Quoted ~~Company~~prices ~~issued~~in active markets for identical assets or liabilities; • Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3 - Unobservable inputs that are supported by little or no market activity,~~700,000~~ ~~common~~therefore ~~shares~~requiring ~~at a~~an ~~deemed~~entity ~~price~~to ofdevelop ~~$0.00494~~its ~~per~~own ~~share~~assumptions ~~for~~about ~~promissory~~the ~~note~~assumptions ~~conversion.~~that market participants would use in pricing.

OnThe ~~May~~carrying 2amounts of our company’s financial assets and liabilities, ~~2016~~such ~~the~~as ~~Company~~cash ~~issued~~and 1cash equivalents,~~700~~ prepaid expenses,~~000~~ ~~common~~deposit, ~~shares~~accounts atpayable aand accrued liabilities, and due to ~~deemed~~a ~~price~~related ofparty ~~$0.00494~~approximate ~~per~~their ~~share~~fair ~~for~~values ~~promissory~~because ~~note~~of ~~conversion~~the short maturity of these instruments.

OnOur ~~May~~Level 2,3 ~~2016~~financial liabilities consist of the ~~Company~~derivative liability of our company’s secured convertible promissory notes and debentures issued 1to investors,~~514,380~~ ~~common~~and ~~shares~~the atderivative warrants issued in connection with these convertible promissory notes and debentures. There is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Our company used a ~~deemed~~lattice model which incorporates transaction details such as company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of ~~$0.002~~the ~~per~~date ~~share~~of issuance ~~for~~and ~~promissory~~each ~~note~~balance ~~conversion~~sheet date.

OnRevenue ~~May~~Recognition ~~3, 2016 the Company issued 1,586,538 common shares at a deemed price of $0.0026 per share for promissory note conversion.~~

OnThe ~~May~~Company 3,has ~~2016~~generated little revenues to date. It is the Company’s ~~issued~~policy that revenue from product sales or services will be recognized in accordance with ASC 605 “Revenue Recognition”. Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers,~~000~~ estimated returns and allowances,~~000~~ ~~common~~and ~~shares~~other atadjustments aare provided ~~deemed~~for ~~price~~in ofthe $0same period the related sales are recorded.~~002~~ ~~per~~The ~~share~~Company will defer any revenue for ~~promissory~~which ~~note~~the ~~conversion~~product/services was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product/service has been delivered or no refund will be required.

OnSales ~~May~~comprise 5,the ~~2016~~fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Company’s ~~issued~~activities. 2Sales are presented,~~302~~ net of tax,~~321~~ ~~common~~rebates ~~shares~~and atdiscounts, aand after eliminating intercompany ~~deemed~~sales. ~~price~~The Company recognizes revenue when the amount of ~~$0.00145~~revenue ~~per~~and ~~share~~related cost ~~for~~can ~~promissory~~be ~~note~~reliably ~~conversion~~measured and it is probable that the collectability of the related receivables is reasonably assured.

~~On May 5, 2016 the Company issued 2,000,000 common shares at a deemed price of $0.002 per share for promissory note conversion.~~47

OnDuring ~~May 5, 2016~~ the ~~Company~~year ~~issued~~ended ~~2,000,000~~June ~~common shares at a~~30, ~~deemed~~2017 ~~price~~and of2016, ~~$0.002~~the ~~per~~Company ~~share~~recorded ~~for~~no ~~promissory~~revenue ~~note~~under ~~conversion~~continuing operation.

OnReceivables ~~May 9, 2016 the Company issued 2,500,000 common shares at a deemed price of $0.001625 per share for promissory note conversion.~~

OnTrade ~~May~~and 9,other ~~2016~~receivables ~~the~~are customer ~~Company~~obligations ~~issued~~due ~~5,500,000~~under ~~common~~normal ~~shares~~trade terms and are recorded at aface value ~~deemed~~less ~~price~~any ofprovisions $0for uncollectible amounts considered necessary.~~00115~~ ~~per~~The ~~share~~Company includes any balances that are determined to be uncollectible in its overall allowance for ~~promissory~~doubtful ~~note~~accounts. ~~conversion~~As of June 30, 2017, the Company recorded no allowance for doubtful accounts.

OnRecent ~~May~~Accounting 9,Pronouncements ~~2016 the Company issued 3,500,000 common shares at a deemed price of $0.00125 per share for promissory note conversion.~~

OnIn ~~May~~January 92016, ~~2016~~ the ~~Company~~FASB issued an 6accounting standard update which requires,~~100~~ among other things,~~000~~ ~~common~~that ~~shares~~entities measure equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) at fair value, with changes in fair value recognized in earnings. Under the standard, entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified today as available for sale as a component of ~~deemed~~other ~~price~~comprehensive income. For equity investments without readily determinable fair values the cost method of $0accounting is also eliminated, however subject to certain exceptions, entities will be able to elect to record equity investments without readily determinable fair values at cost, less impairment and plus or minus adjustments for observable price changes, with all such changes recognized in earnings.~~00075~~ ~~per~~This ~~share~~new standard does not change the guidance for ~~promissory~~classifying ~~note~~and measuring ~~conversion~~investments in debt securities and loans. The standard is effective for us on July 1, 2018 (the first quarter of our 2019 fiscal year). The Company is currently evaluating the anticipated impact of this standard on its consolidated financial statements.

OnIn ~~May~~February 102016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance ~~Company~~sheet ~~issued~~and 3disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease,~~200~~ with some specified scope exemptions. The guidance in this Update supersedes Topic 840,~~000~~ ~~common~~Leases. ~~shares~~The atcore principle of Topic 842 is that a lessee should recognize the assets and ~~deemed~~liabilities ~~price~~that arise from leases. A lessee should recognize in the statement of $0financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.~~000750~~ ~~per~~For ~~share~~public companies, the amendments in this Update are effective for ~~promissory~~fiscal ~~note~~years ~~conversion~~beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on its consolidated financial statements.

OnIn ~~May~~March 102016, ~~2016~~ the ~~Company~~FASB issued ASU 32016-08,~~100,000~~ ~~common~~Revenue ~~shares~~from atContracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal ~~deemed~~or ~~price~~an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of $0the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services.~~000975~~ ~~per~~The ~~share~~effective date for ~~promissory~~ASU ~~note~~2016-08 ~~conversion~~is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its consolidated financial statements.

OnIn ~~May~~March 102016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting ~~Company~~for ~~issued~~share-based 6payment transactions,~~600~~ including the income tax consequences,~~000~~ ~~common~~classification ~~shares~~of atawards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a ~~deemed~~cumulative-effect ~~price~~adjustment to equity as of $0the beginning of the period in which the guidance is adopted.~~00075~~ ~~per~~Amendments ~~share~~related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for ~~promissory~~estimating ~~note~~expected ~~conversion~~term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on its consolidated financial statements.

~~On May 11, 2016 the Company issued 6,000,000 common shares at a deemed price of $0.00075 per share for promissory note conversion.~~48

OnIn ~~May~~April 112016, ~~2016~~ the ~~Company~~FASB issued ASU 32016-10,~~500~~ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,~~000~~ ~~common~~which ~~shares~~provides atfurther aguidance on ~~deemed~~ identifying ~~price~~performance obligations and improves the operability and understandability of $0licensing implementation guidance.~~00975~~ ~~per~~The ~~share~~effective date for ASU ~~promissory~~2016-10 ~~note~~is ~~conversion~~the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-10 on its consolidated financial statements.

OnFASB ~~May~~ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” was issued in June 2016 and clarifies the ~~Company~~objective ~~issued~~of 2the collectability criterion,~~500~~ presentation of taxes collected from customers,~~000~~ non-cash ~~common~~consideration, ~~shares~~contract modifications at atransition, completed ~~deemed~~contracts ~~price~~at transition and how guidance in Topic 606 is retrospectively applied. The amendments do not change the core principle of $0the guidance in Topic 606.~~001625~~ ~~per~~The ~~share~~effective ~~for~~dates ~~promissory~~are ~~note~~the ~~conversion~~same as those for Topic 606.

OnOur ~~May~~significant ~~12,~~accounting policies ~~2016~~are ~~the~~more ~~Company~~fully ~~issued~~described ~~4,000,000~~in ~~common~~the ~~shares~~notes atto aour financial statements ~~deemed~~included ~~price~~in ofthis $0Annual Report on Form 10-K for the fiscal year ended June 30, 2017.~~000845~~ ~~per~~We ~~share~~believe that the accounting policies below are critical for ~~promissory~~one ~~note~~to fully ~~conversion~~understand and evaluate our financial condition and results of operations.

OnITEM ~~May 13, 2016 the Company issued 9,717,385 common shares at a deemed price of $0~~7A.~~00055~~ ~~per~~QUANTITATIVE ~~share~~AND ~~for~~QUALITATIVE ~~promissory~~DISCLOSURES ~~note~~ABOUT ~~conversion.~~MARKET RISK

OnAs ~~May~~a ~~12,~~“smaller ~~2016~~reporting ~~the Company issued 7~~company,~~900,000~~” ~~common~~we ~~shares~~are atnot arequired to ~~deemed~~provide ~~price~~the ofinformation ~~$0.0065~~required ~~per~~by ~~share~~this ~~for promissory note conversion~~Item.

OnITEM ~~June~~ 8~~, 2016 (effective September 9, 2016) the Company issued 4,518,720 common shares at a deemed price of $0~~.~~0005~~ ~~per~~FINANCIAL ~~share~~STATEMENTS ~~for promissory~~AND ~~note~~SUPPLEMENTARY ~~conversion.~~DATA

OnThe ~~September~~information 7,called ~~2016~~for ~~the~~by Item ~~Company~~8 ~~issued~~is ~~5,800,000~~included ~~common~~following ~~shares at~~the a"Index ~~deemed~~to ~~price~~Financial ofStatements" ~~$0.0005~~on ~~per~~page ~~share~~F-1 contained ~~for~~in ~~promissory~~this ~~note~~annual ~~conversion~~report on Form 10-K.

OnITEM ~~September~~9. ~~15,~~CHANGES ~~2016~~IN ~~the~~AND ~~Company~~DISAGREEMENTS ~~issued~~WITH ~~6,480,660~~ACCOUNTANTS ~~common shares~~ON atACCOUNTING aAND ~~deemed~~FINANCIAL ~~price of $0.0005 per share for promissory note conversion.~~DISCLOSURE

~~On September 19, 2016 the Company issued 5,500,000 common shares at a deemed price of $0~~None.~~0005~~ ~~per share for promissory note conversion.~~

OnITEM ~~September 22, 2016 the Company issued 6,807,860 common shares at a deemed price of $0~~9A.~~0005~~ ~~per~~CONTROLS ~~share~~AND ~~for promissory note conversion.~~PROCEDURES

OnEvaluation ~~September 29, 2016 the Company issued 6,500,000 common shares at a deemed price~~ of ~~$0.0005~~Disclosure ~~per~~Controls ~~share~~and ~~for~~Procedures ~~promissory note conversion.~~

OnWe ~~September~~carried 29out an evaluation, under ~~2016~~the supervision and with the ~~Company~~participation ~~issued~~of 7our management,~~344~~ including our sole executive officer,~~000~~ ~~common~~Alexander Walsh, who is our Chief Executive Officer ~~shares~~(Principal atExecutive aOfficer) ~~deemed~~and ~~price~~Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), of $0the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of June 30, 2017 pursuant to Exchange Act Rule 13a-15.~~0005~~ ~~per~~Based ~~share~~upon ~~for~~that ~~promissory~~evaluation, ~~note~~our ~~conversion~~Principal Executive and Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2017 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

~~We completed the above described issuances of common shares in reliance on Rule 506 under Regulation D and/or Section 4(2) of the Securities Act of 1933.~~49

~~Item~~Management’s 6.Report ~~Selected~~on Internal Control Over Financial Reporting ~~Data~~

AsOur amanagement ~~“smaller~~is responsible for establishing and maintaining adequate internal control over financial reporting as ~~company”~~defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, which currently consists of Alexander Walsh serving as our Chief Executive Officer and Chief Financial Officer, we ~~are~~conducted ~~not~~an ~~required~~evaluation toof the effectiveness of our ~~provide~~internal control over financial reporting based on criteria established in the framework ~~information~~in ~~required~~Internal Control – Integrated Framework issued by ~~this~~the ~~Item~~Committee of Sponsoring Organizations of the Treadway Commission (“COSO” - 2013) and SEC guidance on conducting such assessments. Our management concluded, as of June 30, 2017, that our internal control over financial reporting was not effective. Management realized there were deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

~~Item~~In 7.performing ~~Management’s~~the above-referenced ~~Discussion~~assessment, ~~and~~management ~~Analysis~~had concluded that as of ~~Financial~~June ~~Condition~~30, ~~and~~2017, there ~~Results~~were deficiencies in the design or operation of ~~Operations~~our internal control that adversely affected our internal controls, which management considers to be material weaknesses, including those described below:

~~The~~(i) Lack ~~following~~of ~~discussion~~Formal ~~should~~Policies beand ~~read~~Procedures. inWe ~~conjunction~~utilize ~~with~~a ~~our~~third party ~~audited~~independent ~~financial~~contractor ~~statements~~for ~~and~~ the ~~related~~preparation ~~notes~~of ~~for~~our ~~the~~financial ~~years~~statements. ~~ended~~Although the ~~June~~financial ~~30, 2016~~statements and ~~June~~footnotes ~~30,~~are ~~2015~~reviewed ~~that~~by ~~appear~~our ~~elsewhere~~management, inwe ~~this~~do ~~annual report. The~~not ~~following~~have ~~discussion~~a ~~contains~~formal ~~forward-looking~~policy ~~statements~~to ~~that~~review ~~reflect~~significant ~~our~~accounting ~~plans, estimates~~transactions and ~~beliefs.~~the accounting ~~Our~~treatment ~~actual~~of ~~results~~such ~~could~~transactions. ~~differ~~The ~~materially~~third ~~from~~party ~~those~~independent ~~discussed~~contractor inis ~~the~~not ~~forward-looking~~involved ~~statements.~~in ~~Factors~~the ~~that~~day ~~could cause or contribute~~ to ~~such~~day ~~differences~~operations ~~include,~~of ~~but~~the ~~are~~Company ~~not~~and ~~limited to those discussed~~may ~~below~~not ~~and~~be ~~elsewhere~~provided ininformation ~~this~~from ~~annual~~management ~~report,~~on ~~particularly~~a intimely ~~the~~basis ~~section~~to ~~entitled~~allow for ~~"Risk~~adequate ~~Factors"~~reporting/consideration ~~beginning on page 31~~ of ~~this~~certain ~~annual report~~transactions.

~~Our~~(ii) Audit ~~audited~~Committee ~~financial~~and ~~statements~~Financial ~~are~~Expert. ~~stated~~We indo ~~United~~not ~~States~~have a formal audit ~~Dollars~~committee ~~and~~with ~~are~~a ~~prepared~~financial inexpert, ~~accordance~~and ~~with~~thus ~~United~~we ~~States~~lack ~~Generally~~the ~~Accepted~~board oversight role ~~Accounting~~within ~~Principles~~the financial reporting process.

~~Plan~~(iii) Insufficient Resources. We have insufficient quantity of ~~Operation~~dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

~~Capital~~(iv) Entity ~~Expenditures~~Level Risk Assessment. We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

WeOur domanagement feels the weaknesses identified above have not ~~intend~~had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to ~~invest~~these inmaterial ~~capital~~weaknesses ~~expenditures~~and ~~during~~expect ~~the~~to implement changes ~~twelve-month~~in ~~period~~the ~~ending~~near ~~June~~term 30as resources permit, ~~2016~~including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

~~General~~Our management will continue to monitor and ~~Administrative~~evaluate ~~Expenses~~the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

WeBecause ~~expect~~of ~~that~~its weinherent limitations, ~~will~~internal ~~require~~control ~~$650,000~~over ~~during~~financial ~~the~~reporting ~~twelve-month~~may not prevent or detect ~~period~~misstatements. ~~ending~~Projections ~~June~~of 30any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, ~~2017~~or onthat ~~general~~the ~~and~~degree ~~administrative~~of ~~expenses~~compliance ~~including~~with the policies or procedures ~~legal~~may ~~and~~deteriorate. ~~auditing~~All ~~fees,~~internal ~~rent~~control systems, ~~office~~no ~~equipment,~~matter ~~consulting~~how ~~fees~~well designed, ~~salaries~~have inherent limitations. Therefore, ~~and~~even those systems determined to be effective ~~other~~can ~~administrative~~provide ~~related~~only ~~expenses~~reasonable assurance with respect to financial statement preparation and presentation.

~~Product Research and Development~~ 50

WeChanges doin ~~not~~Internal ~~anticipate~~Control ~~expending~~Over ~~any~~Financial ~~funds on research and~~Reporting ~~development, manufacturing and engineering over the twelve months ending June 30, 2017.~~

~~Purchase~~There were no changes in our internal control over financial reporting during the year ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of ~~Significant~~the ~~Equipment~~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.

WeITEM ~~do not intend to purchase any significant equipment over the twelve months ending June 30, 2017~~9B. OTHER INFORMATION

~~Results~~None. ~~of Operations for the Years Ended June 30, 2016 and 2015~~

~~The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, 2016 and 2015.~~ 51

~~Our~~PART ~~operating~~III ~~results for the years ended June 30, 2016 and 2015 are summarized as follows:~~

		Year Ended
		June 30,
		2016			2015
Revenue	$	-		$	-
Operating Expenses	$	548,217		$	1,853,632
Interest Expense	$	781,107		$	1,371,159
Gain on change in the fair value of derivative liability	$	(595,512	)	$	(2,806,127	)
Amortization of debt discount	$	515,942		$	1.970,562
Bad-debt write off	$	20,000		$	-
Gain on disposal business operations	$	7,761		$	-
Equity in loss of unconsolidated affiliate	$	-		$	384
Other Income	$	-		$	93,944
Loss from discontinued operations	$	78,624		$	2,728,419
Impairment from discontinued operations	$	-		$	60,178
Net Loss	$	1,340,617		$	2,728,419

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Revenues~~Set forth below are the present directors and executive officers of the Company. Except as set forth below, there are no other persons who have been nominated or chosen to become directors, nor are there any other persons who have been chosen to become executive officers. Other than as set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.

We have not earned revenues since our inception.

Name	Age	Position	Since

Alexander Walsh	37	President, Chief Executive Officer,	November 4, 2010
		Chief Financial Officer, Treasurer and
		Director

~~Operating~~The ~~Expenses~~Board of Directors is comprised of only one class. Our sole director, Mr. Walsh, serves for a term of one year and until his successor(s) is/are elected at the Company’s annual shareholders meeting and are qualified, subject to removal by the Company’s shareholders. Our sole executive officer, Mr. Walsh, serves at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.

Our ~~operating~~Board ~~expenses~~of ~~for~~Directors believes that all members of the ~~years~~Board ~~ended~~and ~~June~~all 30executive officers encompass a range of talent, ~~2016~~skill, and experience sufficient to provide sound and prudent guidance ~~June~~with ~~30,~~respect ~~2015~~to ~~are~~our ~~outlined~~operations inand ~~the~~interests. ~~table~~The information below: with respect to our sole officer and director includes his experience, qualifications, attributes, and skills necessary for him to serve as a director and/or executive officer.

		Year Ended
		June 30,
		2016		2015
Mining expenses	$	31,174	$	37,033
Selling, general and administrative	$	517,043	$	1,192,170
Impairment loss	$	-	$	624,429
Total operating expenses	$	548,217	$	1,853,632

Biographies of Directors and Executive Officers

~~The~~Set ~~decrease~~forth ofbelow ~~$1,305,415~~are inbrief accounts ~~operating~~of ~~expenses for~~ the ~~year ended~~business ~~June~~experience ~~30,~~during ~~2016, compared to~~ the ~~same~~past ~~period~~five inyears ~~fiscal~~of ~~2015,~~our ~~was mainly due~~sole ~~to a decrease in selling~~director, ~~general,~~executive ~~and~~officer ~~administrative expenses,~~ and asignificant ~~decrease in~~employee ~~impairment loss during the fiscal 2016. The decrease in selling, general, and administrative expenses resulted primarily from our sale~~ of the ~~assets and business of our 51% owned subsidiary, Alta Disposal Morinville, Ltd~~Company.

~~Liquidity~~Alexander ~~and~~Walsh – President, Chief Executive Officer, Chief Financial ~~Condition~~Officer, Treasurer and Director

~~Working~~Mr. ~~Capital~~Walsh was appointed President, Chief Executive Officer, Secretary, Treasurer, and Director of our company in November 2010. From May 2008 to November of 2010, Mr. Walsh was a management consultant at AW Enterprises, LLC, a management consulting firm assisting small and middle market businesses in expanding their revenue and profits through strategic partnerships. Mr. Walsh’s efforts included strategic planning for companies looking to raise capital and assisting clients with forming strategic partnerships that could increase their revenue and profits. From May 2006 to May 2008, Mr. Walsh was a small business consultant and managing partner for Business Strategies Group, a specialized team focusing on providing employee benefits, retirement programs, and insurance products to small and middle market companies. Mr. Walsh attended DePauw University in Greencastle, Indiana where he majored in economics and management. Mr. Walsh was chosen as one of our directors due to his background in venture capital, investor relations and corporate development.

		As at			As at
		June 30,			June 30,
		2016			2015
Total current assets	$	48,007		$	115,021
Total current liabilities	$	2,521,607		$	2,571,497
Working capital (deficit)	$	(2,473,600	)	$	(2,456,476	)

We believe that Mr. Walsh’s experience relating to venture capital, investor relations, corporate development and the public markets makes him suitable to serve as a director of our company.

AsFamily ofRelationships June 30, 2016, our total current assets were $48,007, our total current liabilities were $2,521,607 and we had a working capital deficit of $2,473,600 (June 30, 2015 - $2,456,476). Our financial statements report a net loss of $1,340,617 as at June 30, 2016 and an accumulated deficit of $50,806,438 for the period from May 31, 2006 (date of inception) to June 30, 2016 (June 30, 2015 - $49,504,350).

WeThere ~~have~~are ~~suffered~~no ~~recurring~~other ~~losses from operations. The~~family ~~continuation~~relationships ofbetween ~~our~~or ~~company~~among isany ~~dependent~~of ~~upon~~ our ~~company~~sole ~~attaining~~director and ~~maintaining~~ ~~profitable~~executive ~~operations~~ officer and ~~raising~~any ~~additional~~incoming ~~capital~~directors asor ~~needed.~~executive ~~In this regard we have raised additional capital through equity offerings and loan transactions~~officers.

~~Cash Flows~~ 52

		At			At
		June 30,			June 30,
		2016			2015
Net Cash (Used in) Operations	$	(402,644	)	$	(1,178,427	)
Net Cash Provided by Investing Activities	$	-		$	299,940
Net Cash Provided by Financing Activities	$	368,000		$	908,668
Cash (decrease) increase during the year	$	(38,890	)	$	6,466

Involvement in Certain Legal Proceedings

WeNo ~~had cash and cash equivalents in the amount of $64~~director,~~099~~ asexecutive ofofficer, ~~June~~significant ~~30,~~employee ~~2015~~or ascontrol ~~compared~~person ~~to $57,632 as~~ of ~~June~~the ~~30,~~Company ~~2014.~~has Webeen ~~had~~involved ain ~~working~~any ~~capital~~legal ~~deficit~~proceeding oflisted ~~$2,473,600~~in asItem of401(f) ~~June 30, 2016 compared to working capital deficit~~ of ~~$2,456,476~~Regulation asS-K ofin ~~June~~the ~~30,~~past ~~2015.~~10 years.

~~Our~~Committees ~~principal sources~~ of ~~funds have been from sales of our common stock and~~ the ~~issuance~~Board ~~of convertible debentures.~~

~~Anticipated~~Our ~~Cash~~Board ~~Requirements~~of Directors held no formal meeting in the fiscal year-ended June 30, 2017. Otherwise, all proceedings of the Board of Directors were conducted by resolutions consented to in writing by the sole director and filed with the minutes of the Company.

WeDue ~~estimate~~to ~~that~~the ~~our~~limited ~~expenses~~size ~~over~~of ~~the~~our Board ~~next~~of 12Directors, ~~months~~we ~~will~~do ~~be approximately~~not ~~$650,000~~currently ashave ~~described~~a instanding ~~the~~Audit ~~table~~or ~~below~~Compensation Committee. ~~These~~We ~~estimates~~hope ~~may change~~to ~~significantly~~appoint ~~depending~~new ondirectors in the ~~nature~~near ~~of our~~ future, ~~business~~however, ~~activities~~ and expect ~~our~~to ~~ability~~re-establish toboth ~~raise~~an ~~capital~~Audit ~~from~~Committee ~~shareholders~~and orCompensation ~~other~~Committee promptly ~~sources~~thereafter.

Description	Estimated		Estimated
	Completion		Expenses
	Date		($)
General and administrative	12 months	$	300,000
Mining expenses (mainly technology related)	12 months	$	150,000
Legal and accounting	12 months	$	200,000
Total		$	650,000

Board Nominations and Appointments

WeIn ~~intend~~considering whether to nominate ~~meet~~any ~~our~~particular ~~cash~~candidate ~~requirements~~ for election to the ~~next~~Board 12of ~~months~~Directors, we ~~through~~will ~~the~~ use ofvarious ~~the~~criteria ~~cash~~to weevaluate ~~have~~each oncandidate, ~~hand~~including ~~and~~an ~~through~~evaluation ~~equity~~of each ~~financing~~candidate’s integrity, ~~debt financing~~business acumen, orknowledge ~~other~~of ~~sources,~~our ~~which~~business ~~may~~and industry, ~~result~~experience, indiligence, ~~further~~conflicts ~~dilution~~of ininterest and the ~~equity~~ability to act in ~~ownership~~the interests of our ~~shares~~stockholders. WeThe ~~currently~~Board doof ~~not~~Directors ~~have~~plans ~~any~~to ~~other~~evaluate biographical ~~arrangements~~information and interview selected candidates in the next fiscal ~~place~~year and also plans to ~~complete~~consider ~~any~~whether ~~private~~a ~~placement~~potential ~~financings~~nominee ~~and~~would ~~there~~satisfy isthe listing nostandards ~~assurance~~for “independence” of The Nasdaq Stock Market and the SEC’s ~~that~~definition weof ~~will~~“audit becommittee ~~successful~~financial inexpert.” ~~completing~~The ~~any~~Board ~~such~~of ~~financings~~Directors ondoes not ~~terms~~plan ~~that~~to ~~will~~assign specific weights to particular criteria and no particular criterion will be ~~acceptable~~a toprerequisite usfor each prospective nominee.

~~Contractual~~We ~~Obligations~~do not have a formal policy with regard to the consideration of director candidates recommended by our stockholders, however, stockholder recommendations relating to director nominees may be submitted in accordance with the procedures set forth below under the heading “Communicating with the Board of Directors”.

AsCommunicating awith ~~“smaller~~the ~~reporting~~Board ~~company,”~~of weDirectors ~~are not required to provide tabular disclosure obligations.~~

~~Going~~Stockholders ~~Concern~~who wish to send communications to the Board of Directors may do so by writing to Mr. Alexander Walsh, Chief Executive Officer, Lithium Exploration Group, Inc., 4635 South Lakeshore Drive, Suite 200, Tempe, Arizona 85282. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication.” All such letters must identify the author as a stockholder and must include the stockholder’s full name, address and a valid telephone number. The name of any specific intended recipient should be noted in the communication. We will forward any such correspondence to the intended recipients; however, prior to forwarding any such correspondence, and we will review such correspondence, and in our discretion, may not forward communications that relate to ordinary business affairs, communications that are primarily commercial in nature, personal grievances or communications that relate to an improper or irrelevant topic or are otherwise inappropriate for the Board of Director’s consideration.

~~Our~~Compensation ~~audited consolidated financial statements have been prepared assuming that our Company will continue as a going concern, which contemplates, among other things, the realization~~ of ~~assets~~Directors and satisfaction of liabilities in the normal course of business. As at June 30, 2016, we had a working capital deficiency of $2,473,600 (June 30, 2015 - $2,456,476) and an accumulated deficit of $50,806,439 (June 30, 2015 - $49,504,348). We intend to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

~~Our~~We ~~ability~~have no standard arrangement to ~~emerge~~compensate ~~from~~directors ~~the~~for ~~exploration~~their ~~stage~~services isin ~~dependent~~their capacity as directors. ~~upon,~~Directors ~~among~~are ~~other~~not ~~things,~~paid ~~obtaining~~for ~~additional~~meetings ~~financing~~attended. However, we intend to ~~continue~~review ~~operations,~~and ~~explore~~consider ~~and~~future ~~develop~~proposals ~~the~~regarding ~~mineral~~board ~~properties~~compensation. All travel and ~~the~~lodging expenses ~~discovery,~~associated ~~development~~with ~~and sale~~corporate ofmatters ~~ore~~are ~~reserves~~reimbursed by us, if and when incurred.

InCompensation ~~response~~Committee toInterlocks ~~these~~and ~~problems,~~Insider ~~our management intends to raise~~Participation ~~additional funds through public or private placement offerings.~~

~~These~~No ~~factors,~~interlocking ~~among~~relationship exists ~~others,~~between ~~raise substantial doubt about~~ our ~~ability~~ toBoard ~~continue~~of asDirectors aand ~~going~~the ~~concern.~~board ~~The~~of ~~accompanying~~directors ~~consolidated~~or ~~financial~~compensation ~~statements~~committee doof ~~not include~~ any ~~adjustments~~other ~~that~~company, ~~might~~nor ~~result~~has ~~from~~any ~~the~~interlocking ~~outcome~~relationship ofexisted in ~~this~~the ~~uncertainty~~past..

~~Off-Balance Sheet Arrangements~~ 53

WeCode ~~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,~~Ethics ~~capital expenditures or capital resources that is material to stockholders.~~

~~Critical~~We ~~Accounting~~have ~~Policies~~adopted a Code of Ethics that applies 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 policies to promote:

~~Our~~• honest ~~audited~~and ~~financial~~ethical ~~statements~~conduct, ~~and~~including the ~~accompanying~~ethical ~~notes~~handling ~~are prepared~~of inactual ~~accordance~~or ~~with~~apparent ~~generally~~conflicts ~~accepted~~of ~~accounting~~interest ~~principles~~between personal ~~used~~and inprofessional ~~the~~relationships; • full, ~~United~~fair, ~~States.~~accurate, ~~Preparing~~timely ~~financial~~and ~~statements~~understandable ~~requires~~disclosure ~~management~~in toall ~~make estimates~~reports and documents ~~assumptions~~ that ~~affect~~ the ~~reported~~Corporation ~~amounts~~files ~~of assets~~with, ~~liabilities,~~ ~~revenue,~~or ~~and~~submits ~~expenses.~~to, ~~These~~the ~~estimates~~Securities and Exchange ~~assumptions~~Commission ~~are~~("SEC") ~~affected by~~and ~~management's~~in ~~application~~other ofpublic ~~accounting~~communications ~~policies.~~made Weby ~~believe~~the Corporation that ~~understanding~~ are within the ~~basis~~Senior ~~and~~Officer’s ~~nature~~area of ~~the~~responsibility; • compliance ~~estimates~~with ~~and~~applicable ~~assumptions~~governmental ~~involved~~laws, ~~with~~rules and regulations; • the ~~following~~prompt ~~aspects~~internal reporting of ~~our~~violations ~~financial~~of ~~statements~~the isCode; ~~critical~~and ~~to an~~• ~~understanding~~ accountability offor ~~our~~adherence ~~financial~~to ~~statements~~the Code.

~~Restatement~~Our Code of Ethics and Business Conduct was filed with the Securities and Exchange Commission as Exhibit 14.1 to our ~~previously~~annual ~~issued~~report ~~financial~~on ~~statements~~Form 10-KSB on September 28, 2007. 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 Lithium Exploration Group, Inc., 4635 South Lakeshore Drive, Suite 200, Tempe, Arizona 85282.

~~Subsequent~~Compliance towith ~~the~~Section issuance of June 30, 2015 financial statements, management determined that the warrants issued were incorrectly valued and derivative liability on the conversion option embedded in convertible notes was not recognized and during the year period ending June 30, 2016, these warrants were revalued and 16(a) ~~derivative liability on the conversion option was calculated. As a result~~ of ~~revaluation of~~ the ~~warrants,~~Securities ~~the~~Exchange ~~consolidated balance~~Act ~~sheet for the year ending June 30, 2015, the consolidated statements~~ of ~~operations~~ ~~and~~1934 comprehensive income (loss) and consolidated statement of cash flows for the year period ending June 30, 2015 and consolidated statements of changes in stockholders' deficit for the period ending June 30, 2014 and June 30, 2015 were restated.

~~The~~Section ~~tables~~16(a) ~~contained~~of inthe ~~Item~~Securities Exchange 13Act requires our executive officers and directors, and persons who own more than 10% of ~~the~~our ~~notes~~common stock, to ~~the~~file ~~June~~reports 30regarding ownership of, ~~2016~~and transactions ~~financial~~in, ~~statements~~our ~~reflect~~securities with the ~~corrections~~Securities and Exchange Commission and to ~~the~~provide ~~affected~~us ~~line~~with ~~items~~copies ~~in the~~of ~~previously~~those ~~issued~~filings. ~~financial~~Based ~~statements~~solely ason our review of ~~and~~the copies ~~for~~of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended June 30, 2017, all ~~2015.~~filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Principal of Consolidation

		Number of Transactions
		Not Reported on a	Failure to File
Name	Number of Late Reports	Timely Basis	Requested Forms

Alexander Walsh ⁽¹⁾	-	N/A	Nil

~~The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd.~~ (~~formerly Bluetap Resources Ltd.~~1). ~~Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework.~~ The ~~consolidated~~named ~~financial~~officer, ~~statements~~director door ~~not~~greater ~~include the~~than ~~accounts~~10% ~~of our wholly owned subsidiary~~stockholder, ~~Black~~as ~~Box Energy~~applicable, ~~Inc.,~~had ~~which~~not ~~was~~ownership ~~incorporated~~activity ~~subsequent~~during to the fiscal year ended June 30, ~~2016~~2017.

~~Use~~ITEM of11. ~~Estimates~~EXECUTIVE COMPENSATION

~~The~~General ~~preparation~~Philosophy of consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Significant estimates that may materially change in the near term include the valuation of derivative liabilities and the underlying warrants, as well as fair value of investments.

~~Cash~~Our Board of Directors is responsible for establishing and ~~Cash~~administering ~~Equivalents~~the Company’s executive and director compensation.

~~Cash~~Executive ~~and~~Compensation cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $25,208 and $64,098 in cash and cash equivalents at June 30, 2016 and 2015, respectively.

~~Concentration~~The following summary compensation table indicates the cash and non-cash compensation earned from the Company during the fiscal years ended June 30, 2017 and 2016 for (i) our principal executive officer; (ii) each of ~~Risk~~our two most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, 2017 and 2016; and (iii) up to two additional individuals for whom disclosure would have been provided under (ii) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2017 and 2016. There were no executive officers of the Company whose total compensation exceeded $100,000 during those periods.

The Company maintains cash balances at a financial institution which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for banks located in the US. As of June 30, 2016 and 2015, the Company had no deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts. 54

~~Prepaid~~Summary ~~Expenses~~Compensation Table

Prepaid expenses consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

									All
Name/					Deferred	Option			Other		Total
Principal					Salary	Award			Compen-		Compen-
Position	Year		Salary		Paid	(2)			sation		sation
Alexander
Walsh ⁽¹⁾	2017	$	120,000	$		- $	-	$	2,000	$	122,000
President,
Chief
Executive
Officer and
Director	2016	$	120,000	$		- $	-	$	-	$	120,000

Start-Up Costs

(1)	Alexander Walsh was appointed president, chief executive officer, chief financial officer and director on November 4, 2010.

(2)	Reflects the aggregate grant date fair value computed in accordance with FASB ASC 718.

InEmployment ~~accordance~~Agreements ~~with FASC 720-15-20 “Start-Up Costs,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.~~

~~Mineral~~Effective ~~Acquisition~~January 12, 2014, we entered into an employment agreement with Alexander Walsh for provision of services as our President and ~~Exploration~~Chief ~~Costs~~Executive Officer. Pursuant to the terms of the employment agreement, Mr. Walsh will receive an annual salary of $120,000 payable in monthly cash installments or, in the event cash is unavailable, in shares of our company’s common stock. The employment agreement also provides for liability insurance and any travel and out-of-pocket expenses incurred and approved by our company. The employment agreement expired on January 12, 2016, following which Mr. Walsh has provided his services to the Company on a month-to-month basis at the same rate of compensation. Determinations with regard to bonus or option grants are made by Mr. Walsh, the Company's sole director at this time.

~~The~~Potential ~~Company~~Payments ~~has~~Upon ~~been~~Termination inor ~~the exploration stage since its formation on May 31, 2006. It is primarily engaged~~ Change-in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-~~of-production method~~Control ~~over the estimated life of the probable reserves.~~

~~Concentrations~~SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of ~~Credit~~employment ~~Risk~~or change in control of the Company. Our sole executive officer and director has neither received, nor do we have any arrangements to pay out, any bonus, stock awards, option awards, non-equity incentive plan compensation, or non-qualified deferred compensation to him.

~~Our~~Equity ~~company’s~~Compensation ~~financial~~Plans instruments that are exposed to concentrations of credit risk primarily consist of our cash and cash equivalents and related party payables we will likely incur in the near future. Our company places our cash and cash equivalents with financial institutions of high credit worthiness. At times, our cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. Our company’s management plans to assess the financial strength and credit worthiness of any parties to which we extend funds, and as such, we believe that any associated credit risk exposures are limited.

~~Non-controlling~~2014 ~~Interest~~Stock Option Plan

~~The~~On ~~49%~~July ~~third~~22, ~~party~~2014, ~~ownership~~our ~~of Alta Disposal Morinville Ltd.~~directors ~~(formerly~~approved ~~Blue~~the ~~Tap~~adoption ~~Resources~~of ~~Ltd.)~~the at2014 ~~June~~Stock ~~30,~~Plan ~~2016~~which ~~and~~permits ~~2015~~our ~~are~~company ~~recorded~~to asissue ~~non-controlling~~up ~~interests~~to in20,000,000 ~~the~~shares ~~consolidated financial statements. Details~~ of ~~changes~~ inour ~~the~~common ~~non-controlling~~stock ~~interests~~to ~~during~~directors, ~~the years ended June 30~~officers, ~~2016~~employees and ~~2015~~consultants ~~and are reflected in the consolidated statement~~ of ~~deficit~~our company.

~~Related~~Stock ~~Parties~~Options/SAR Grants

~~Parties~~During ~~are considered to be related to~~ the ~~Company~~period iffrom ~~the~~inception ~~parties,~~to ~~directly<~~

Filing Compare · Lithium Exploration Group, Inc.