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

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~December~~March 31, ~~2017~~ 2018

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

For the transition period from _____________ to _____________
.

Commission File Number: 000-54881

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

Nevada	06-1781911
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)
4635 South Lakeshore Drive, Suite 200, Tempe, Arizona	85282-7127
(Address of principal executive offices)	(Zip Code)

4635 South Lakeshore Drive, Suite 200, Tempe, Arizona	85282-7127
(Address of principal executive offices)	(Zip Code)

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

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” a “smaller reporting company” and an “emerging growth 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 [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: [ ]

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

As of ~~March~~May 2@@, 2018, there were ~~33,609,457~~@@ shares of the registrant’s common stock outstanding.

LITHIUM EXPLORATION GROUP, INC. FORM 10-Q FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018 ~~TABLE OF CONTENTS~~

		Page
PART I - FINANCIAL INFORMATION
ITEM 1	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of December 31, 2017 (unaudited) and June 30, 2017	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended December 31, 2017 and 2016	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Six Months Ended December 31, 2017	6
	Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended December 31, 2017 and 2016	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	43
ITEM 4.	Controls and Procedures	43
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	46
ITEM 1A.	Risk Factors	46
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
ITEM 3.	Defaults Upon Senior Securities	48
ITEM 4.	Mine Safety Disclosures	48
ITEM 5.	Other Information	48
ITEM 6.	Exhibits	49
SIGNATURES

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION

ITEM 1	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended March 31, 2018 and 2017

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended March 31, 2018

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2018 and 2017

	Notes to Condensed Consolidated Financial Statements

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk

ITEM 4.	Controls and Procedures

PART II - OTHER INFORMATION

ITEM 1.	Legal Proceedings

ITEM 1A.	Risk Factors

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3.	Defaults Upon Senior Securities

ITEM 4.	Mine Safety Disclosures

ITEM 5.	Other Information

ITEM 6.	Exhibits

SIGNATURES

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LITHIUM EXPLORATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		December 31,			June 30,
		March 31,			June 30,
		2017			2017
		2018			2017
		(Unaudited)
ASSETS
Current
Cash and cash equivalents	$	651,~~405~~248		$	33,136
Prepaid expenses		1,100			1,100
Current assets held for sale (Note 11)		2019,~~416~~840			19,852
Total current assets		2772,~~921~~188			54,088
Advances to WhiteTop (Note 5)		879,620			783,620
Total Assets	$	~~907~~951,~~541~~808		$	837,708
LIABILITIES AND DEFICIT
Current
Accounts payable and accrued liabilities	$	76104,~~661~~929		$	90,864
Derivative liability – convertible promissory notes (Note 7)		21,~~727~~741,~~997~~933			3,386,251
Derivative liability – warrants (Note 7)		~~479~~270,~~059~~885			338,873
Due to related party (Note 8)		115,000			115,000
Short-term notes payable		~~105~~15,000			-
Convertible promissory notes - net of unamortized debt discount (Note 7)		3,~~101~~329,~~363~~219			2,841,109
Accrued interest – convertible promissory notes (Note 7)		~~334~~397,~~291~~605			210,202
Current liabilities held for sale (Note 11)		6,~~643~~481			6,429
Total Current Liabilities		65,~~946~~981,~~014~~052			6,988,728
Long-term convertible promissory notes		46,083			-
Commitments and contingencies
DEFICIT
Lithium Explorations Group, Inc. Stockholders’ Deficit
Capital stock (Note 3)
Authorized:
500,000 preferred shares, $0.001 par value
500,000 preferred shares, $0.001 par value 50,000,000 common shares, $0.001 par value
50,000,000 common shares, $0.001 par value
Issued and outstanding:
350,000 Series C preferred shares (June 30, 2017 – Nil)		350			-
24,270,585 common shares (June 30, 2017 – 13,245,760)		24,271			13,246
39,378,325 common shares (June 30, 2017 – 13,245,760)		39,378			13,246
Additional paid-in capital		5354,~~988~~811,~~225~~810			51,905,254
Accumulated other comprehensive loss		(33,~~319~~757	)		(33,890	)
Accumulated deficit		(59,~~665~~540,~~886~~956	)		(57,683,563	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(54,~~686~~723,~~359~~175	)		(5,798,953	)
Non-Controlling Interest		(352,~~114~~152	)		(352,067	)
Total Deficit		(65,~~038~~075,~~473~~327	)		(6,151,020	)
Total Liabilities and Deficit	$	~~907~~951,~~541~~808		$	837,708

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

LITHIUM EXPLORATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

		Three Months Ended			Three Months Ended			~~Six~~Nine Months Ended			~~Six~~Nine Months ~~Ended~~
		December 31			December 31			December 31			December 31
		March 31			March 31			March 31			March 31
		2017			2016			2017			2016
		2018			2017			2018			2017
Revenue	$	-		$	-		$	-		$	-
Operating Expenses:
Mining expenses		~~25,000~~-			250,~~549~~160			25,000			3787,~~632~~792
Selling, general and administrative		~~263~~153,~~952~~517			~~263~~311,~~809~~970			~~451~~604,~~293~~810			~~442~~754,~~466~~436
Total operating expenses		~~288~~153,~~952~~517			~~266~~362,~~358~~130			~~476~~629,~~293~~810			~~480~~842,~~098~~228
Loss from operations		(~~288~~153,~~952~~517	)		(~~266~~362,~~358~~130	)		(~~476~~629,~~293~~810	)		(~~480~~842,~~098~~228	)
Other income (expenses)
Interest expense (Note 6)		(~~198~~241,~~279~~628	)		(~~172~~2,~~462~~067,330	)		(~~671~~913,~~799~~427	)		(~~395~~2,~~678~~463,008	)
(Loss) gain on change in the fair value of derivative liability (Note 7)		(292,529	)		1,308,622			689,034			158,292
Gain (loss) on change in the fair value of derivative liability (Note 7)		1,057,775			(90,017	)		1,746,809			68,275
Amortization of debt discount		(~~723~~537,~~298~~659	)		(~~404~~597,~~026~~871	)		(12,~~484~~022,~~829~~488	)		(~~546~~1,~~358~~144,229	)
Other income		70,472			-			70,472			-
Loss on settlement of warrants		-			(42,944	)		-			(42,944)
Gain (loss) on extinguishment of liability		(108,860	)		(48,619	)		(108,860	)		(1,539,701	)
Other income		-			-			70,472
		(1,252,494	)		683,515			(1,505,982	)		(2,323,445	)
Gain (loss) on extinguishment of liability		-			12,400			(108,860	)		(1,527,301	)
(Loss) income before income taxes		(1,541,446	)		417,157			(1,982,275	)		(2,803,543	)
		278,488			(2,785,762	)		(1,227,494	)		(5,109,207	)
Provision for income taxes (Note 4)		-			-			-			-
Income (loss) before income taxes		124,971			(3,147,892	)		(1,857,304	)		(5,951,435	)
Net (loss) income from continuing operations		(1,541,446	)		417,157			(1,982,275	)		(2,803,543	)
Provision for income taxes (Note 4)		-			-			-
Loss from discontinued operations		(47	)		(49	)		(95	)		(80	)
Net income (loss) from continuing operations		124,971			(3,147,892	)		(1,857,304	)		(5,951,435	)
Net (loss) income		(1,541,493	)		417,108			(1,982,370	)		(2,803,623	)
Loss from discontinued operations		(79	)		(61	)		(174	)		(141)
Less: Net loss attributable to the non-controlling interest		(24	)		(24	)		(47	)		(39	)
Net income (loss)		124,892			(3,147,953	)		(1,857,478	)		(5,951,576	)
Net (loss) income attributable to Lithium Exploration Group, Inc. common shareholder	$	(1,541,469	)	$	417,132		$	(1,982,323	)	$	(2,803,584	)
Less: Net loss attributable to the non-controlling interest		(38	)		(30	)		(85	)		(69)
Basic and Diluted (Loss) Income per Common Share from continuing operation	$	(0.08	)	$	0.30		$	(0.11	)	$	(2.75	)
Net income (loss) attributable to Lithium Exploration Group, Inc. common shareholder	$	124,930		$	(3,147,923	)	$	(1,857,393	)	$	(5,951,507	)
Basic Loss per Common Share from continuing operations	$	0.01		$	(0.70	)	$	(0.06	)	$	(2.75	)
Diluted Net Income per Common Share from continuing operations	$	0.00			(0.70	)	$	(0.06	)	$	(2.75	)
Basic and Diluted Loss per Common Share from discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		20,549,383			1,411,979			18,161,747			1,019,723
Basic Weighted Average Number of Common Shares Outstanding		22,791,792			4,491,068			32,257,687			2,163,073
Comprehensive (loss) income:
Diluted Weighted Average Number of Common Shares Outstanding		172,946,091			4,491,068			32,257,687			2,163,073
Net (loss) income	$	(1,541,493	)	$	417,108		$	(1,982,370	)	$	(2,803,623	)
Comprehensive loss:
Foreign currency translation adjustment		(251	)		(328	)		571			(449	)
Net income (loss)	$	124,892		$	(3,147,953	)	$	(1,857,478	)	$	(5,951,576	)
Comprehensive (loss) income:		(1,541,744	)		416,780			(1,981,799	)		(2,804,072	)
Foreign currency translation adjustment		(438	)		196			133			(253	)
Comprehensive loss attributable to non-controlling interest		(24	)		(24	)		(47	)		(39	)
Comprehensive income (loss):		124,454			(3,147,757	)		(1,857,345	)		(5,951,829	)
Comprehensive (loss) income attributable to Lithium Exploration Group, Inc. common shareholders	$	(1,541,720	)	$	416,804		$	(1,981,752	)	$	(2,804,033	)
Comprehensive loss attributable to non-controlling interest		(85	)		(30	)		(85	)		(69	)
Comprehensive income (loss) attributable to Lithium Exploration Group, Inc. common shareholders	$	124,539		$	(3,147,727	)	$	(1,857,260	)	$	(5,951,760	)

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

LITHIUM EXPLORATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)

										Accumulated
	Preferred Shares		Amount	Common Shares		Amount $		Additional Paid in Capital		Accumulated OtherComprehensiveLoss			Accumulated Deficit			Non-controllingInterest			Stockholders’ (Deficit)
								Additional		Other
	Preferred			Common				Paid-in		Comprehensive			Accumulated			Non-controlling			Stockholders’
	Shares		Amount	Shares		Amount $		Capital		Loss			Deficit			Interest			(Deficit)
Balance – June 30, 2016	-	$	-	598,864	$	599	$	48,717,947	$	(33,731	)	$	(50,806,439	)	$	(351,976	)	$	(2,473,600.00	)
Common shares issued for debt conversion and interest	-		-	11,696,896		11,697		1,255,122											1,266,819
Derivative liability transferred to paid in capital on conversion of note								1,818,596											1,818,596
Common shares issued for exercise of warrants				950,000		950		113,589											114,539
Foreign exchange translation	-		-							(159	)								(159	)
Net loss for the period	-		-										(6,877,124	)		(91	)		(6,877,215	)
Balance – June 30, 2017	-	$	-	13,245,760	$	13,246	$	51,905,254	$	(33,890	)	$	(57,683,563	)	$	(352,067	)	$	(6,151,020	)
Common shares issued for debt conversion and interest	-		-	1026,~~966~~074,~~465~~205		1026,~~967~~074		~~615~~1,~~253~~027,548											~~626~~1,~~220~~053,622
Common shares issued for accounts payable				58,333		58		8,108											8,166
Preferred shares issued for settlement of debt and accrued interest	350,000		350					756,997											757,347
Derivative liability transferred to paid in capital on conversion of note								~~702~~1,~~613~~113,903											~~702~~1,~~613~~113,903
Foreign exchange translation	-		-							~~571~~133									~~571~~133
Net loss for the period	-		-										(1,~~982~~857,~~323~~393	)		(4785	)		(1,~~982~~857,~~370~~478	)
Rounding related to reverse stock split				27															-
Balance – December 31, 2017	350,000	$	350	24,270,585	$	24,271	$	53,988,225	$	(33,319	)	$	(59,665,886	)	$	(352,114	)	$	(6,038,473.00	)
Balance – March 31, 2018	350,000	$	350	39,378,325	$	39,378	$	54,811,810	$	(33,757	)	$	(59,540,956	)	$	(352,152	)	$	(5,075,327	)

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

LITHIUM EXPLORATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Six Months Ended			Six Months Ended
		Nine Months Ended			Nine Months Ended
		December 31,			December 31,
		March 31			March 31
		2017			2016
		2018			2017
Cash Flows from Operating Activities
Net loss from continuing operations	$	(1,~~982~~857,~~275~~304	)	$	(25,~~803~~951,~~543~~435	)
Loss from discontinued operations		(95174	)		(80141	)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		374,470			258,994
Non-cash Interest expense		525,665			2,229,270
Common shares issued for interest		-			275,~~402~~633
Gain on change in the fair value of derivative liability		(689,034	)		(158,292	)
Loss on settlement of debt		-			42,944
Amortization of debt discount		1,484,829			546,358
Gain on change in the fair value of derivative liability		(1,746,809	)		(68,275	)
Loss on extinguishment of debt and derivative liabilities		108,860			1,539,701
Amortization of debt discount		2,022,488			1,144,229
Loss on extinguishment of debt and derivative liabilities		108,860			1,527,301
Expenses incurred by convertible note holder		11,000			-
Changes in operating assets and liabilities:
Prepaid expenses		-			1,688
Accrued interest		~~208~~295,~~282~~752			~~134~~148,~~200~~741
Accounts payable and accrued liabilities		(622,~~035~~391	)		74(52,~~383~~164	)
Net cash used in operating activities from continuing operations		(~~489~~618,~~998~~131	)		(~~404~~902,~~189~~209	)
Net cash (used in) provided by operating activities from discontinued operations		(350	)		500
Net cash provided by (used in) operating activities from discontinued operations		64			375
Net cash used in operating activities		(~~490~~618,~~348~~067	)		(~~403~~901,~~689~~834	)
Cash Flows from Investing Activities
Investment in PetroChase, Inc.		-			(250,000	)
Advances to WhiteTop		(96,000	)		-
Net cash used in investing activities		(96,000	)		(250,000	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes, net		~~454~~753,~~046~~000			~~697~~1,~~500~~323,100
Repayment of convertible promissory notes		(35,954	)		-
Proceed from issuance of short-term notes payable		105,000			-
Net cash provided by financing activities		559,046			697,500
Repayment of short-term notes payable		(90,000	)		-
Effect of foreign currency exchange		571			(449	)
Net cash provided by financing activities		732,046			1,323,100
(Decrease) increase in cash and cash equivalents		(26,731	)		43,362
Effect of foreign currency exchange		133			(253	)
Increase (decrease) in cash and cash equivalents		18,112			171,013
Cash and cash equivalents - beginning of period		33,136			25,208
Cash and cash equivalents - end of period	$	651,~~405~~248		$	68196,~~570~~221
Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplementary non- cash Investing and Financing Activities:
Non-cash investing and financing activities:
Common stock issued for debt conversion and accrued interest	$	~~626~~1,~~220~~053,622		$	~~207~~688,~~623~~996
Common stock issued for accounts payable	$	8,166		$	-
Preferred stock issued for debt settlement	$	757,347		$	-
Derivative liability re-classed to additional paid in capital	$	~~702~~1,~~613~~113,903		$	~~305~~1,~~763~~471,967
Debt discount on issuance of convertible note and warrants	$	~~499~~656,~~109~~785		$	12,~~266~~218,~~294~~019
Initial derivative liability on note and warrant issuance	$	~~873~~1,~~578~~148,235		$	14,~~525~~447,~~435~~289
Interest reclassed to convertible note	$	-		$	~~137~~158,~~883~~778

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

LITHIUM EXPLORATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND ~~SIX~~ NINE MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2017~~2018

NOTE 1 - ORGANIZATION

Lithium Exploration Group, Inc. (the “Company”) is a U.S.-based exploration and development company that had been focused on the acquisition and development potential of lithium brines and other precious metals that demonstrate high probability for near-term production. Currently the company is focused testing its SonCav Technology for use in the oil and gas industry and the acquisition of oil and gas related assets in Western Canada and Southwest Louisiana. The Company was incorporated on May 31, 2006 in the State of Nevada under the name “Mariposa Resources, Ltd.” Effective November 30, 2010, it changed its name to “Lithium Exploration Group, Inc.,” by way of a merger with its wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

As used in this Quarterly Report on Form 10-Q and the accompanying unaudited condensed consolidated financial statements and notes, 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., (formerly Bluetap Resources, Ltd.) an Alberta, Canada corporation (“ADM”), unless otherwise indicated.

On October 17, 2014, the Company amended its Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of common shares from 500,000,000 common shares, par value $0.001, to 2,000,000,000 common shares, par value $0.001. The then 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 January 19, 2015, the Company received written consent from its Board of Directors to implement a reverse stock split of its issued and outstanding shares of common stock on a basis of 20 old shares of common stock for 1 new share of common stock. Stockholders of the Company originally approved the reverse stock split on October 14, 2014 at a special meeting. The reverse stock split was reviewed and approved for filing by FINRA and made effective on February 25, 2015.

On July 13, 2015, the Board of Directors approved an increase in 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.

On November 20, 2017, our Board of Directors approved a reverse stock split of our issued and authorized shares of common and preferred stock on the basis of 200 old shares for one (1) new share. On December 20, 2017, FINRA effected the reverse stock split. As a result of the reverse stock split, our issued and outstanding share capital decreased from 4,433,023,053 shares of common stock and 70,000,000 shares of Class C Preferred Stock to 22,165,142 shares of common stock and 350,000 shares of Class C Preferred Stock, all with a par value of $0.001 (which remained unchanged). Our authorized capital proportionately decreased from 10,000,000,000 shares of common stock and 100,000,000 shares of preferred stock to 50,000,000 shares of common stock and 500,000 shares of preferred stock. No fractional shares were issued in connection with the reverse stock split.

Unless indicated otherwise, all share and per share information included in these financial statements give effect to the reverse split.

The Company’s 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.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

These interim financial statements as of and for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~ 2017 are unaudited; however, in the opinion of management, such statements ~~include~~ include all adjustments (consisting of normal recurring accruals) necessary to ~~present~~ present fairly the financial position, results of operations and cash flows of ~~the~~ the Company for the periods presented. The results for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 are not necessarily indicative of the results to be expected for the year ended June 30, 2018 or for any future period. All references to ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017 in these footnotes are unaudited.

Principal of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal and its 51% owned subsidiary ADM. Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework. No transactions occurred within Black Box Energy for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018.

Use of Estimates

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.

Cash and Cash Equivalents

Cash and 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 $651,~~405~~248 and $33,136 in cash and cash equivalents at ~~December~~March 31, ~~2017~~2018 and June 30, 2017, respectively.

Concentration of Risk

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 ~~December~~March 31, ~~2017~~2018 and June 30, 2017, 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.

Prepaid Expenses

Prepaid expenses consist of security deposit for office lease which will be expensed or refunded at the end of the lease period, which is currently on a month-to-month basis.

Start-Up Costs

In accordance 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 Acquisition and Exploration Costs

Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on May 31, 2006. 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 over the estimated life of the probable reserves.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Non-controlling Interest

The 49% third party ownership of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.) at ~~December~~March 31, ~~2017~~2018 and June 30, 2017 are recorded as non-controlling interests in the consolidated financial statements. Details of changes in the non-controlling interests during the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017 and ~~are~~ are reflected in the unaudited condensed consolidated statement of deficit.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common 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 recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

Net Income or (Loss) per Share of Common Stock

The Company has adopted FASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

Except for the three months ended March 31, 2018, Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive. The total number of potential number of dilutive shares is 72 150,~~570~~154,~~036~~299 as of ~~December~~March 31, ~~2017~~2018.

Foreign Currency Translations

The Company’s functional and reporting currency is the U.S. dollar. All transactions 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 separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

Translation of Foreign Operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

• assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; • equity is translated at historical exchange rates; and • income and expenses are translated at average exchange rates for the period.

equity is translated at historical exchange rates; and

income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated financial statements. Transaction gains and losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations.

The relevant translation rates are as follows:

		Six months ended December 31,
		Nine months ended March 31,
		2017		2016
		2018		2017
Closing rate CDN$ to US$ as of December 31,	$	0.795	$	0.745
Closing rate CDN$ to US$ as of March 31,	$	0.776	$	0.752
Average rate CDN$ to US $ for the period December 31,		0.793		0.758
Average rate CDN$ to US $ for the period March 31,		0.792		0.757

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. As of ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017, the Company had no ~~material~~ material items of other comprehensive income except for the foreign currency ~~translation~~ translation adjustment.

Risks and Uncertainties

Our company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of our company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon our company vary greatly and are not predictable. Our company's policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate 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 uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Warrants

The Company accounts 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, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the consolidated statements of operations and comprehensive loss. Upon exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. It provides three criteria that, 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 characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) 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 separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this 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. In 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 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.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of 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:

• Level 1 - Quoted prices 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, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

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, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The carrying amounts of our company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, deposit, accounts payable and accrued liabilities, and due to a related party approximate their fair values because of the short maturity of these instruments.

Our Level 3 financial liabilities consist of the derivative liability of our company’s secured convertible promissory notes and debentures issued to investors, and the derivative 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 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 the date of issuance and each balance sheet date.

Revenue Recognition

The Company has generated little revenues to date. It is the Company’s 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, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the 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.

Sales comprise the 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 activities. Sales are presented, net of tax, rebates and discounts, and after eliminating intercompany sales. The Company recognizes revenue when the amount of revenue and related cost can be reliably measured and it is probable that the collectability of the related receivables is reasonably assured.

During the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017, the Company had no revenue under continuing operation.

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Income Taxes” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company also follows the provisions of ASC 740-10 related to accounting for uncertain income tax positions. When tax returns are filed, some positions taken may be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. As of ~~December~~ March 31, ~~2017~~2018 and ~~2016~~June 30, 2017, the Company has had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception.

Receivables

Trade and other receivables are customer obligations due under normal trade terms and are recorded at face value less any provisions for uncollectible amounts considered necessary. The Company includes any balances that are determined to be uncollectible in its overall allowance for doubtful accounts. The Company recorded $Nil (December 31, 2016 - $Nil) in allowance for doubtful accounts.

Recent Accounting Pronouncements

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) – I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception ("ASU 2017-11"), which addresses the complexity of accounting for certain financial instruments with down round features and addresses the difficulty of navigating Topic 480 because of the existence of extensive pending content in the ASC as a result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. This update applies to all entities that issue financial instruments that include down round features and entities that present earnings per share in accordance with Topic 260. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If early adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on its financial statements and disclosures.

On May 10, 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-09 “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The guidance is effective prospectively for all companies for annual periods beginning on or after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance.

In March 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-08, “Receivables—Nonrefundable Fees and Other Costs”. The Board is issuing this update to amend the amortization period for certain purchased callable debt securities held at a premium, the Board is shortening the amortization period for the premium to the earliest call date. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of adopting this guidance.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business ("ASU 2017-01"). The standard clarifies the definition of a business by adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Under ASU 2017-01, to be considered a business, the assets in the transaction need to include an input and a substantive process that together significantly contribute to the ability to create outputs. Prior to the adoption of the new guidance, an acquisition or disposition would be considered a business if there were inputs, as well as processes that when applied to those inputs had the ability to create outputs. Early adoption is permitted for certain transactions. The Company does not anticipate the adoption of ASU 2017-01 will have a material impact on its consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Restricted Cash (a consensus of the FASB Emerging Issue Task Force) ("ASU 2016-18"). This new standard addresses the diversity that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within the year of adoption, with early adoption permitted. The Company does not expect that the adoption of ASU 2016-18 will have a material impact on its consolidated financial statements.

In August, 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ("ASU 2016-15"). The amendments in ASU 2016-15 address eight specific cash flow issues and apply to all entities that are required to present a statement of cash flows under ASC Topic 230, Statement of Cash Flows. The amendments in ASU 2016-15 are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. The Company has not yet completed the analysis of how adopting this guidance will affect its consolidated financial statements.

In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-16 - Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 will require the tax effects of intercompany transactions, other than sales of inventory, to be recognized currently, eliminating an exception under current GAAP in which the tax effects of intra-entity asset transfers are deferred until the transferred asset is sold to a third party or otherwise recovered through use. The guidance will be effective for the first interim period of our 2019 fiscal year, with early adoption permitted. The Company does not anticipate the adoption of ASU 2016-16 will have a material impact on its consolidated financial statements.

In connection with its financial instruments project, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments in June 2016 and ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities in January 2016. ASU 2016-13 introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model and generally will result in earlier recognition of allowances for losses. The guidance will be effective for the first interim period of our 2021 fiscal year, with early adoption in fiscal year 2020 permitted.

ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Among other provisions, the new guidance requires the fair value measurement of investments in certain equity securities. For investments without readily determinable fair values, entities have the option to either measure these investments at fair value or at cost adjusted for changes in observable prices minus impairment. All changes in measurement will be recognized in net income. The guidance will be effective for the first interim period of our 2019 fiscal year. Early adoption is not permitted, except for certain provisions relating to financial liabilities.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts 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 or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the 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. The effective date for ASU 2016-08 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.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 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 2016-10 on its consolidated financial statements.

FASB ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” was issued in June 2016 and clarifies the objective of the collectability criterion, presentation of taxes collected from customers, non-cash consideration, contract modifications at transition, completed contracts at transition and how guidance in Topic 606 is retrospectively applied. The amendments do not change the core principle of the guidance in Topic 606. The effective dates are the same as those for Topic 606.

In March 2016, 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 for share-based payment transactions, including the income tax consequences, classification of awards 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 cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments 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 estimating expected 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. The Company is currently evaluating the impact of adopting ASU No. 2016-09 on its consolidated financial statements.

In February 2016, 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 sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial 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. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU No. 2016-02 on its consolidated financial statements.

In January 2016, the FASB issued an accounting standard update which requires, among other things, that 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 other comprehensive income. For equity investments without readily determinable fair values the cost method of accounting 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. This new standard does not change the guidance for classifying and measuring 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.

NOTE 3 – CAPITAL STOCK

Reverse Stock Splits

On January 19, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s 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 FNRA effective February 25, 2015.

On July 13, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 200 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 FNRA effective September 30, 2015. The Company’s authorized capital will not be affected by the reverse stock split. The split is reflected retrospectively in the accompanying financial statements.

Unless indicated otherwise, all share and per share information included in these financial statements give effect to the reverse split.

Authorized Stock

At inception, the Company authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On April 8, 2009, the Company increased the number of authorized shares to 600,000,000 shares, of which 500,000,000 shares are designated as common stock par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.

On October 25, 2012, the Company designated 20,000,000 series A convertible preferred stock with a par value of $0.001 per share and stated value of $100 per share. The designated preferred stock is convertible at the option of the holder, at any time beginning one year from the date such shares are issued, into common stock of the Company with a par value of $0.001. All shares of common stock of the Company, shall be of junior rank to all series A preferred stock in respect to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company. All other shares of preferred stock shall be of junior rank to all series A preferred shares in respect to the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company.

On January 3, 2014, the Company designated 2,000,000 series B convertible preferred stock with a par value $0.001 per share, issuable only in consideration of the extinguishment of existing debt convertible in to the Company’s common stock with a par value of $0.001. The designated preferred stock shall be issued on the basis of 1 preferred stock for each $1 of convertible debt. The series B convertible preferred stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

On October 17, 2014, the Company amended its Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of its common shares from 500,000,000 common shares, par value $0.001 to 2,000,000,000 common shares, par value $0.001.

The Company's authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

Effective June 22, 2015, the Company designated 50,000,000 of its 100,000,000 authorized shares of preferred stock as series A preferred stock. The series A preferred stock, par value $0.001, will rank senior to the Company’s common stock, carrying general voting rights with the common stock at the rate of 62 votes per share. The series A preferred stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of series A preferred stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of series A preferred stock will be required for any change to the Company’s Articles of Incorporation.

Effective September 9, 2015, the Company increased the authorized capital of its common shares from 2,000,000,000 common shares, par value $0.001 to 10,000,000,000 common shares, par value $0.001.

On August 22, 2017, the Board of Directors approved a Certificate of Designation authorizing the creation of 70,000,000 Class C Preferred Shares. The Class C Shares are convertible, redeemable and have certain enhanced voting rights. Each Class C Share is convertible into 2 shares of the Company’s common stock.

Effective December 20, 2017, in connection with the 200-for-1 reverse stock split, the Company decreased the authorized capital of its common shares from 10,000,000,000 common shares, par value $0.001 to 50,000,000 common shares, par value $0.001. Additionally, it decreased the authorized capital of its preferred stock from 100,000,000 preferred shares, par value $0.001 to 500,000 preferred shares, par value $0.001

Share Issuances

Preferred Stock Issuance

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company issued 350,000 Series C Preferred Shares for settlement of convertible promissory notes and accrued interest, valued at $757,347.

Common Stock Issuance

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company issued 1026,~~966~~074,~~465~~205 common shares at deemed prices ranging from $0.~~044~~012 to $0.090 per share upon conversion of the convertible promissory notes and accrued interest, valued at $~~626~~1,~~220~~053,053.

On July 31, 2017, the Company issued 58,333 common shares in payment for past legal services at a deemed value of $8,166.

In January 2018, the Company issued 10,305 round up shares to existing shareholders as a result of the Company’s reverse split that was effective in December 2017.

NOTE 4 – PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 740-20-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 31, 2006 (date of inception) through ~~December~~March 31, ~~2017~~2018 of approximately $1516 million will begin to expire in ~~2027~~2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $~~246~~198,~~103~~891 and $~~215~~1,~~033~~000,333 during the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017 respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at ~~December~~March 31, ~~2017~~2018 for which the ultimate deductibility is highly certain but ~~for~~ for which there is uncertainty about the timing of such deductibility. The ~~Company~~ Company recognizes interest accrued related to unrecognized tax benefits in ~~interest~~ interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at ~~December~~March 31, ~~2017~~2018. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended exploration stage activities. The tax years for June 30, 2017, 2016, 2015, 2014, and 2013 are still open for examination by the Internal Revenue Service (IRS).

		For the six months ended
		December 31, 2017
		Amount			Tax Effect (35%)
Loss before income tax	$	1,982,275			693,796
Shares issued for interest expenses		-			-
Non-cash interest expense		(374,470	)		(131,065	)
Gain on change in fair value of derivative liability and extinguishment of debt		689,034			241,162
Loss on extinguishment of liability		(108,860	)		(38,101	)
Amortization of debt discount		(1,484,829	)		(519,690	)
Total		703,150			246,103
Valuation allowance		(703,150	)		(246,103	)
Net deferred tax asset (liability)	$	-		$	-

The Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21% and requires the Company to re-measure certain deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. The Company adopted the new rate as it relates to the calculations of deferred tax amounts as of January 1, 2018.

		For the six months ended
		December 31, 2016
		Amount			Tax Effect (35%)
Loss before income tax	$	2,803,543		$	981,240
Shares issued for interest expenses		(2,402	)		(841	)
Non-cash interest expense		(258,994	)		(90,648	)
Loss on change in fair value of derivative liability		(1,381,409	)		(483,493	)
Loss on extinguishment of liability		-			-
Amortization of debt discount		(546,358	)		(191,225	)
Total		614,380			215,033
Valuation allowance		(614,380	)		(215,033	)
Net deferred tax asset (liability)	$	-		$	-

NOTE 5 – DEPOSITS, ADVANCES AND OTHER ASSETS

Joint Development and Option Agreement with White Top

On April 13, 2017, the Company’s wholly-owned subsidiary, 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 a funding agreement to finance and participate in the completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana. Under the terms of the White Top Agreement, BBE has advanced $879,620 as of ~~December~~March 31, ~~2017~~2018 ($783,620 as of June 30, 2017) to to White Top as consideration, which is reflected as Advances to White Top on ~~the~~ the Company’s balance sheet (see Note 10).

On October 9, 2017, the Company sold its investment of 800,000 common shares of First Reef Energy to a third party for CDN $90,000, net of CDN $10,000 of seller’s fees, resulting in a gain of CDN $90,000 (USD 70,472). The Company originally purchased these shares for USD $197,393 during the year ended June 30, 2012, and subsequently reduced the carrying value to $0 during the year ended June 30, 2013.

NOTE 6 – SHORT-TERM NOTES PAYABLE

In November and December of 2017, the Company entered into four Bridge Loan Agreements totaling $105,000. The notes accrue annual interest at 10% and mature in 30 to 120 days. The ~~notes~~Company ~~are~~repaid ~~all~~a ~~in default~~total asof $90,000 of these notes during the ~~date~~three ofmonths ~~this~~ended ~~report.~~March ~~The~~31, ~~Company~~2018, ~~recorded~~leaving ~~interest~~a ~~expenses~~remaining ofbalance due of $~~914~~15,000, onplus ~~these~~accrued ~~loans.~~interest Asof $503 as of ~~December~~March 31, ~~2017,~~2018. The Company recorded interest ~~payable~~expenses ~~was~~of $~~914~~3,481 on these loans during the nine months ended ~~notes~~March 31, 2018.

NOTE 7 – CONVERTIBLE PROMISSORY NOTES

Summary of convertible promissory notes at ~~December~~March 31, ~~2017~~2018 is as follows:

							Accretion								Transfer
							of								~~Transfer~~
		June 30,			Principal		Issuance		Total						(Loan			~~June~~March 3031,
		2017			Issued		Cost		Converted			Repaid			Extinguished)			2017
															Extingui
		2017			Issued		Cost		Converted			Repaid			shed)			2018
February 13, 2013	$	10,954		$	-	$	-	$	-		$	(10,954	)	$	-		$	-
July 22, 2014		7,222			-		-		-			-			-			7,222
February 6, 2015		7,150			-		-		-(57,836	)		-(25,000	)		117,846			~~124~~42,~~996~~160
September 9, 2015		30,000			-		-		-			-			-			30,000
August 12, 2016		45,712			-		1,037		-			-			-			46,749
September 8, 2016		27,201			-		577		-			-			-			27,778
September 9, 2016		139,810			-		5,316		(145,126	)		-			-			-(0	)
September 9, 2016		20,925			-		-		-			-			-			20,925
September 15, 2016		-			-		4,719		-			-			-			4,719
September 19, 2016		1,165,000			-		-		(55,500	)		-			(708,000	)		401,500
September 27, 2016		121,655			-		4,358		-			-			-			126,013
October 10, 2016		99,740			-		2,628		-			-			-			102,368
October 27, 2016		45,365			-		3,036		-			-			-			48,401
October 31, 2016		157,594			-		5,740		-			-			-			163,334
November 14, 2016		28,569			-		2,542		-			-			-			31,111
November 22, 2016		27,693			-		2,006		-			-			-			29,699
November 30, 2016		94,215			-		5,785		-			-			-10,000			~~100~~110,000
December 23, 2016		41,221			-		3,878		-			-			-			45,099
December 29, 2016		86,432			-		4,679		(91,111	)		-			-			-(0	)
January 17, 2017		46,179			-		4,~~177~~971		-			-			-			5051,~~356~~150
January 25, 2017		112,735			-		19,488		(132,223	)		-			-			-(0	)
January 26, 2017		80,707			-		1419,~~591~~127		-(105,741	)		-			-5,907			~~95,298~~0
January 27, 2017		106,680			-		69,~~583~~919		-			-			-			~~113~~116,~~263~~599
February 3, 2017		73,223			-		57,~~988~~627		-			-			-			7980,~~211~~850
March 1, 2017		331,754			-		2332,~~123~~512		-			-			-18,305			~~354~~382,~~877~~571
March 13, 2017		78,074			-		7,726		(85,800	)		-			-			-0
March 20, 2017		77,870			-		57,~~263~~929		-			-			-			8385,~~133~~799
March 28, 2017		128,167					813,~~698~~511		(62141,~~000~~678	)		-			-			~~74,865~~-
April 4, 2017		127,958			-		813,~~670~~089		-			-			-			~~136~~141,~~628~~047
May 2, 2017		25,763			-		12,~~751~~643		-			-			-			2728,~~514~~406
May 5, 2017		25,755			-		2,845		(28,600	)		-			-			-(0	)
May 15, 2017		308,729			-		2131,~~008~~717		-			-			-			~~329~~340,~~737~~446
May 17, 2017		309,655			-		32,582		-			-			-			342,237
June 8, 2017		76,985			-		7,929		-			-			-			84,914
June 8, 2017		76,985			-		7,929		-			-			-			84,914
June 30, 2017		100,063			-		10,393		-			-			-			110,456
July 3, 2017		-			100,000		10,000		(110,000	)		-			-			(0	)
July 14, 2017		-			15,000		1,621		-			-			-			16,621
July 26, 2017		-			15,000		1,617					-			-			16,617
July 26, 2017		-			30,000		3,000		(33,000	)		-			-			(0	)
August 4, 2017		-			30,000		2,218		(17,000	)		-			-			15,218
August 4, 2017		-			30,000		3,226		-			-			-			33,226
September 5, 2017		-			30,000		2,218		-			-			-			32,218
September 7, 2017		-			55,000		5,870		-			-			-			60,870
September 28, 2017		-			50,000		5,239		-			-			-			55,239
October 4, 2017		-			35,000		2,355		-			-			-			37,355
October 24, 2017		-			35,000		2,679		-			-			-			37,679
November 1, 2017		-			30,000		2,365		-			-			-			32,365
November 9, 2017		-			10,000		755		-			-			-			10,755
December 15, 2017		-			3,000		219		-			-			-			3,219
December 15, 2017		-			8,000		486		-			-			-			8,486
January 12, 2018					25,000		601		-			-			-			25,601
January 29, 2018					50,000		1,621		-			-			-			51,621
February 28, 2018					50,000		1,415		-			-			-			51,415
March 22, 2018					20,000		481		-			-			-			20,481
March 29, 2018					143,000		3,408		-			-			-			146,408
	$	4,243,740		$	764,000	$	329,631	$	(1,003,615	)	$	(35,954	)	$	(555,942	)	$	3,741,861
Less: Unamortized debt discount	$	(1,402,631	)		-		-		-			-			-			(366,559	)
Total note payable, net of debt discount	$	2,841,109			-		-		-			-			-		$	3,375,302
Current portion	$	2,841,109			-		-		-			-			-		$	3,329,219
Long term portion	$	-			-		-		-			-			-		$	46,083

May 17, 2017		309,655			-		21,453		-			-			-			331,108
June 8, 2017		76,985			-		5,252		-			-			-			82,237
June 8, 2017		76,985			-		5,252		-			-			-			82,237
June 30, 2017		100,063			-		6,884		-			-			-			106,947
July 3, 2017		-			100,000		4,869		-			-			-			104,869
July 14, 2017		-			15,000		1,066		-			-			-			16,066
July 26, 2017		-			15,000		1,054		-			-			-			16,054
July 26, 2017		-			30,000		1,461		-			-			-			31,461
August 4, 2017		-			30,000		1,461		-			-			-			31,461
August 4, 2017		-			30,000		2,089		-			-			-			32,089
September 5, 2017		-			30,000		1,461		-			-			-			31,461
September 7, 2017		-			55,000		3,691		-			-			-			58,691
September 28, 2017		-			50,000		3,191		-			-			-			53,191
October 4, 2017		-			35,000		942		-			-			-			35,942
October 24, 2017		-			35,000		1,261		-			-			-			36,261
November 1, 2017		-			30,000		1,050		-			-			-			31,050
November 9, 2017		-			10,000		338		-			-			-			10,338
December 15, 2017		-			3,000		83		-			-			-			3,083
December 15, 2017		-			8,000		163		-			-			-			8,163
	$	4,243,740		$	476,000	$	239,233	$	(600,359	)	$	(10,954	)	$	(590,154	)	$	3,757,507
Less: Unamortized debt discount	$	(1,402,631	)		-		-		-			-			-			(656,144	)
Total note payable, net of debt discount	$	2,841,109			-		-		-			-			-		$	3,101,363
Current portion	$	2,841,109			-		-		-			-			-		$	3,101,363
Long term portion	$	-			-		-		-			-			-		$	-

On July 3, 2017 Company issued an aggregate of $110,000 Convertible Promissory Notes with an issuance discount of $10,000 that matures on July 3, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $132,991 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $57,619 was allocated as a debt discount with the remainder $75,372 was charged to current period operations as interest expense.

On July 14, 2017 Company issued an aggregate of $17,160 Convertible Promissory Notes with an issuance discount of $2,160 that matures on July 14, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $20,747 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $8,989 was allocated as a debt discount with the remainder $11,758 was charged to current period operations as interest expense.

On July 26, 2017 Company issued an aggregate of $17,160 Convertible Promissory Notes with an issuance discount of $2,160 that matures on July 26, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $20,747 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $8,989 was allocated as a debt discount with the remainder $11,758 was charged to current period operations as interest expense.

On July 26, 2017 Company issued an aggregate of $33,000 Convertible Promissory Notes with an issuance discount of $3,000 that matures on July 26, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $39,897 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $17,286 was allocated as a debt discount with the remainder $22,612 was charged to current period operations as interest expense.

On August 4, 2017 Company issued an aggregate of $33,000 Convertible Promissory Notes with an issuance discount of $3,000 that matures on August 4, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $47,543 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $25,667 was allocated as a debt discount with the remainder $21,876 was charged to current period operations as interest expense.

On August 4, 2017 Company issued an aggregate of $34,320 Convertible Promissory Notes with an issuance discount of $4,320 that matures on August 4, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $49,445 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $26,693 was allocated as a debt discount with the remainder $22,751 was charged to current period operations as interest expense.

On September 5, 2017, the Company issued an aggregate of $33,000 Convertible Promissory Notes with an issuance discount of $3,000 that matures on September 5, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $34,230 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $11,000 was allocated as a debt discount with the remainder $23,230 was charged to current period operations as interest expense.

On September 7, 2017, the Company issued an aggregate of $62,920 Convertible Promissory Notes with an issuance discount of $7,920 that matures on September 7, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $80,426 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $37,752 was allocated as a debt discount up to the proceeds of the note with the remainder $42,674 was charged to current period operations as interest expense.

On September 28, 2017, the Company issued an aggregate of $57,200 Convertible Promissory Notes with an issuance discount of $7,200 that matures on September 28, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $73,114 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		225.76%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $34,320 was allocated as a debt discount up to the proceeds of the note with the remainder $38,794 was charged to current period operations as interest expense.

On October 4, 2017, the Company issued a $40,040 Convertible Promissory Note with an issuance discount of $5,040 that matures on May 15, 2018. The notes bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $44,066 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		254.34%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $13,347 was allocated as a debt discount with the remaining $30,719 charged to current period operations as interest expense.

On October 24, 2017, the Company issued a $40,040 Convertible Promissory Note with an issuance discount of $5,040 that matures on June 8, 2018. The notes ~~bears~~bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $56,401 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		254.34%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $26,693 was allocated as a debt discount with the remaining $29,707 charged to current period operations as interest expense.

On November 1, 2017, the Company issued a $34,320 Convertible Promissory Note with an issuance discount of $4,320 that matures on June 8, 2018. The notes ~~bears~~bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $48,343 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		254.34%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $22,880 was allocated as a debt discount with the remaining $25,463 charged to current period operations as interest expense.

On November 9, 2017, the Company issued a $11,440 Convertible Promissory Note with an issuance discount of $1,440 that matures on June 8, 2018. The ~~notes~~note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $16,114 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		254.34%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $7,627 was allocated as a debt discount with the remaining $8,488 charged to current period operations as interest expense.

On December 15, 2017, the Company issued a $3,432 Convertible Promissory Note with an issuance discount of $432 that matures on June 8, 2018. The ~~notes~~note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $4,834 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		254.34%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $2,288 was allocated as a debt discount with the remaining $2,546 charged to current period operations as interest expense.

On December 15, 2017, the Company issued a $9,152 Convertible Promissory Note with an issuance discount of $1,152 that matures on June 8, 2018. The ~~notes~~note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $13,839 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		254.34%
Risk free rate:		1.03%

The initial fair values of the embedded debt derivative $7,118 was allocated as a debt discount with the remaining $6,721 charged to current period operations as interest expense.

~~The~~On ~~modification~~January of12, 2018, the ~~Notes was~~Company ~~evaluated~~issued ~~under~~a ~~FASB~~$27,500 ~~Accounting~~Convertible ~~Standards~~Promissory ~~Codification~~Note ~~(“ASC”)~~with ~~Topic~~an ~~No. 470-50-40,~~issuance ~~“Debt~~discount ~~Modification~~of ~~and Extinguishments”. Therefore~~$2,500 that ~~according~~matures toon ~~the guidance~~January 12, ~~the~~2019. ~~instruments~~The ~~were~~note ~~determined~~bears to10% beinterest ~~substantially~~per ~~different,~~annum and the ~~transaction~~Holder ~~qualified~~of ~~for~~this ~~extinguishment~~Note ~~accounting.~~is ~~During the six months ended December 31~~entitled, ~~2017~~at ~~and~~its ~~2016~~option, ~~$108,860~~at ~~and~~any $1time,~~539,701,~~ ~~respectively,~~to ~~was~~convert ~~recorded~~all or asany ~~loss~~amount onof ~~extinguishment~~the ofprincipal ~~debt~~face ~~due~~amount toof ~~settlement~~this ~~agreement~~Note ~~with~~then ~~note~~outstanding ~~holders.~~into ~~The~~shares ~~$1,539,701~~of ~~consists~~the ofCompany's ~~net~~common ~~increase~~stock inat ~~principal~~a ofprice ~~convertible~~equal ~~promissory notes~~to the lessor of $1~~,429,501~~.00 ~~(net~~or a discount of ~~extinguished~~25% ~~interests~~ of ~~$137,883),~~the ~~increase~~lowest ~~in principal~~trading price of ~~non-convertible~~the ~~promissory~~Common ~~notes~~Stock ofas ~~$520,000,~~reported ~~extinguished~~on ~~derivative~~the ~~liabilities~~OTC Markets for ~~debt~~the ~~and~~twenty ~~warrants~~prior ~~with~~trading ~~fair~~days ~~values~~including onthe ~~date~~day ~~of conversion~~upon ~~was~~which ~~$298,728~~a Notice ~~and~~of ~~$111,072~~Conversion ~~respectively~~is received.

OnThe ~~June 28, 2017, the~~ Company ~~entered~~ ~~into~~identified ~~a Note and Warrant Repayment and Repurchase Agreement whereby the~~embedded ~~Company~~derivatives ~~agreed~~related to ~~repurchase 1,011 warrants and settle an outstanding convertible note payable from~~ the ~~holder~~Convertible ~~totaling~~Promissory ~~$21,908~~Notes. ~~for~~These ~~two payments to~~embedded ~~the~~derivatives ~~holder~~included ofcertain ~~$100,000~~conversion ~~each~~features. The ~~first~~accounting ~~$100,000~~treatment ~~payment~~of derivative ~~was~~financial ~~made~~instruments onrequires ~~June~~that ~~30, 2017~~the ~~resulting~~Company inrecord the ~~repurchase~~fair value of ~~506~~the ~~warrants~~derivatives ~~and~~as ~~a $10,954 reduction~~ of the ~~note.~~ ~~The~~inception ~~portion~~date of the ~~payment~~Convertible ~~allocated~~Promissory Note and to adjust the ~~warrant~~fair ~~repurchase~~value ~~($89,046) was recorded~~ as aof ~~loss~~each onsubsequent ~~settlement~~balance ~~and~~sheet isdate. ~~included~~At inthe inception ~~interest~~of ~~expense for~~ the ~~year~~ ~~ended~~Convertible ~~June~~Promissory 28Note, ~~2017.~~the ~~The~~Company ~~second~~determined ~~and~~a ~~final~~fair value of $~~100~~41,~~000~~226 ~~payment~~of ~~was made to~~ the ~~holder~~ onembedded ~~July 3~~derivative, ~~2017,~~subject ~~resulting~~to in the ~~repurchase~~conversion limitation of ~~the~~beneficially ~~remaining~~owning ~~505 warrants~~not ~~and~~more ~~settlement~~than of9.99% ~~the~~shares ~~remaining~~together ~~balance~~with of the ~~note of $10,954~~ affiliates. The ~~portion~~ fair value of the ~~payment~~embedded ~~allocated~~derivative towas ~~the~~determined ~~warrant~~using ~~repurchase ($89,046) was~~the ~~recorded~~Black asScholes aModel ~~loss~~based on ~~settlement and is included in interest expense for~~ the ~~six months~~following ~~ended~~assumptions: ~~December 31, 2017.~~

During the six months ended December 31, 2017 and 2016 the Company amortized the debt discount on all the notes of $1,484,829 and $546,358, respectively to operations as expense including $239,233 and $33,052, respectively, for accretion expenses. During the three months ended December 31, 2017 and 2016 the Company amortized the debt discount on all the notes of $723,298 and $404,026, respectively to operations as expense including $123,568 and $28,957, respectively, for accretion expenses

Dividend yield:		0.00%
Volatility		237.37%
Risk free rate:		2.09%

The initial fair values of the embedded debt derivative $22,168 was allocated as a debt discount with the remaining $19,058 charged to current period operations as interest expense.

On January 29, 2018, the Company issued a $57,750 Convertible Promissory Note with an issuance discount of $2,500 that matures on January 12, 2019. The note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $61,548 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		237.37%
Risk free rate:		2.09%

The initial fair values of the embedded debt derivative $19,250 was allocated as a debt discount with the remaining $42,298 charged to current period operations as interest expense.

On February 28, 2018, the Company issued a $57,750 Convertible Promissory Note with an issuance discount of $2,500 that matures on January 12, 2019. The note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $83,284 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		237.37%
Risk free rate:		2.09%

The initial fair values of the embedded debt derivative $43,123 was allocated as a debt discount with the remaining $40,161 charged to current period operations as interest expense.

On March 22, 2018, the Company issued a $22,000 Convertible Promissory Note with an issuance discount of $2,500 that matures on January 12, 2019. The note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $30,361 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		237.37%
Risk free rate:		2.09%

The initial fair values of the embedded debt derivative $14,897 was allocated as a debt discount with the remaining $15,464 charged to current period operations as interest expense.

On March 29, 2018, the Company issued a $163,592 Convertible Promissory Note with an issuance discount of $2,500 that matures on January 12, 2019. The note bears 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $1.00 or a discount of 25% 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.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $58,238 of the embedded derivative, subject to the conversion limitation of beneficially owning not more than 9.99% shares together with the affiliates. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:		0.00%
Volatility		237.37%
Risk free rate:		2.09%

The initial fair values of the embedded debt derivative $58,238 was allocated as a debt discount with $0 charged to current period operations as interest expense.

The modification of the Notes was evaluated under FASB Accounting Standards Codification (“ASC”) Topic No. 470-50-40, “Debt Modification and Extinguishments”. Therefore, according to the guidance, the instruments were determined to be substantially different, and the transaction qualified for extinguishment accounting. During the nine months ended March 31, 2018 and 2017, $108,860 and $1,527,301, respectively, was recorded as loss on extinguishment of debt due to settlement agreement with note holders. The $1,527,301 consists of net increase in principal of convertible promissory notes of $1,417,101 (net of extinguished interests of $158,778), increase in principal of non-convertible promissory notes of $520,000, extinguished derivative liabilities for debt and warrants with fair values on date of conversion was $298,728 and $111,072 respectively.

On June 28, 2017, the Company entered into a Note and Warrant Repayment and Repurchase Agreement whereby the Company agreed to repurchase 1,011 warrants and settle an outstanding convertible note payable from the holder totaling $21,908 for two payments to the holder of $100,000 each. The first $100,000 payment was made on June 30, 2017 resulting in the repurchase of 506 warrants and a $10,954 reduction of the note. The portion of the payment allocated to the warrant repurchase ($89,046) was recorded as a loss on settlement and is included in interest expense for the year ended June 28, 2017. The second and final $100,000 payment was made to the holder on July 3, 2017, resulting in the repurchase of the remaining 505 warrants and settlement of the remaining balance of the note of $10,954. The portion of the payment allocated to the warrant repurchase ($89,046) was recorded as a loss on settlement and is included in interest expense for the nine months ended March 31, 2018.

During the nine months ended March 31, 2018, the Company became in default on three convertible notes, resulting in an increase in principal of $34,213 under the terms of the notes which allow for a 10% increase in principal if the notes are not paid by their maturity dates.

During the nine months ended March 31, 2018 and 2017 the Company amortized the debt discount on all the notes of $2,022,488 and $1,144,229, respectively to operations as expense including $329,631 and $100,270, respectively, for accretion expenses. During the three months ended March 31, 2018 and 2017 the Company amortized the debt discount on all the notes of $537,659 and $597,871, respectively to operations as expense including $90,398 and $67,219, respectively, for accretion expenses.

Derivative Liability - Debt

The fair value of the described embedded derivative on all debt was valued at $21,~~727~~737,~~997~~591 and $3,386,252 at ~~December~~ March 31, ~~2017~~2018 and June 30, 2017, respectively, which was determined using the Black Scholes Model with the following assumptions:

	December 31, 2017	June 30, 2017
	March 31, 2018	June 30, 2017
Dividend yield:	0 %	0%
Volatility	~~254~~232.3430 – 258.62 %	247.5 – 284.4%
Risk free rate:	1.03 – 12.7609 %	1.03 – 1.89%

The Company recorded change in fair value of the derivative liability on debt to market resulting in non-cash, non-operating gain ~~(loss)~~ of $~~638~~1,~~378~~621,739 and ~~$(270~~68,~~809)~~275 for the ~~six~~nine months ended ~~December~~ March 31, 2018 ~~2017~~ and ~~2016~~2017, respectively. The Company recorded change in fair value of the derivative liability on debt to market resulting in non-cash, non-operating gain (loss) of $~~(242~~932,~~895)~~705 and $1(90,~~239,892~~017) for the three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~ 2017, respectively

During the ~~periods~~nine ~~ended~~months ~~December~~ended March 31, ~~2017~~2018 and the year ended June 30, 2017 the Company issued 1026,~~966~~074,~~465~~ 205 and 11,696,896 shares of the Company’s common stock in settlement of $~~625~~626,~~051~~ 220 and $1,266,819, respectively, of convertible note and interest.

During the ~~six~~nine months period ended ~~December~~March 31, ~~2017~~2018 and the year ended June 30, 2017 the Company reclassed ~~the~~ derivative liability of $~~703~~1,~~782~~113,903 and $1,818,596, respectively, to additional paid in capital on conversion of convertible note.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of ~~December~~March 31, ~~2017~~2018 and June 30, 2017:

		Derivative
		Liability (convertible
		promissory notes)
Balance, June 30, 2016	$	1,162,058
Initial fair value at note issuances		5,290,359
Fair value of liability at note conversion		(1,818,596	)
Extinguishment of derivative liability		(298,728	)
Mark-to-market at June 30, 2017		(948,842	)
Balance, June 30, 2017	$	3,386,251
Initial fair value at note issuances		~~682~~957,~~736~~564
Fair value of liability at note conversion		(~~702~~1,~~612~~113,903	)
Extinguishment of derivative liability		-
Mark-to-market at December 31, 2017		(638,378	)
Mark-to-market at March 31, 2018		(1,487,979	)
Balance, December 31, 2017	$	2,727,997
Balance, March 31, 2018	$	1,741,933
Net gain for the period included in earnings relating to the liabilities held at December 31, 2017	$	638,378
Net gain for the period included in earnings relating to the liabilities held at March 31, 2018	$	1,487,979

Derivative Liability- Warrants

Along with the promissory notes, the Company issued warrants that bear a cashless exercise provision. The warrants also include anti-dilution protection with respect to lower priced issuances of common stock or securities convertible or exchangeable into common stock, which provision resulted in derivative liability treatment under ASC 480. The warrants are recorded at fair value using the Black-Scholes option pricing model and marked-to-market at each reporting period, with the changes in the fair value recorded in the consolidated statement of operations and comprehensive income (loss).

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, a total of 1,371,429 warrants were issued related to ~~amendments~~ amendments of convertible notes. During the ~~six~~nine months ended ~~December~~March 31, ~~2016~~ 2017 no warrants were issued along with convertible notes.

29The fair value of the described embedded derivative on all warrants was valued at $479,059 at March 31, 2018 and $338,873 at June 30, 2017 which was determined using the Black Scholes Model with the following assumptions:

The fair value of the described embedded derivative on all warrants was valued at $479,059 at December 31, 2017 and $338,873 at June 30, 2017 which was determined using the Black Scholes Model with the following assumptions:

	March 31, 2018	June 30, 2017
Dividend yield:	0 %	0%
Volatility	263.85 - 269.45 %	247.5%
Risk free rate:	1.31 – 2.20 %	1.89%

	December 31, 2017			June 30, 2017
	Warrants			Weighted	Weighted
Dividend yield:	0 %			0%
	Outstanding			Average	Average
Volatility	263.85 - 269.45 %			247.5%
				Exercise	Remaining
Risk free rate:	1.31 – 2.20 %			1.89%
				Price	life
Balance, June 30, 2016	135		$	20,040	2.79 years
Exercised	(1	)		42,480	-
Issued					-
Expired	(3	)		56,000	-
Cancelled	(58	)		38,160	-
Balance, June 30, 2017	74		$	42,752	2.55 years
Exercised	-				-
Issued	1,371,429			0.58	-
Expired	-				-
Cancelled	(3	)		42,816	-
Balance, March 31, 2018	1,371,500		$	0.74	4.37 years

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2016	135		$	20,040	2.79 years
Exercised	(1	)		42,480	-
Issued					-
Expired	(3	)		56,000	-
Cancelled	(58	)		38,160	-
Balance, June 30, 2017	74		$	42,752	2.55 years
Exercised	-				-
Issued	1,371,429			0.58	-
Expired	-				-
Cancelled	(3	)		42,816	-
Balance, December 31, 2017	1,371,500		$	0.74	4.61 years

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2018:

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2017:

		Derivative
		Liability (warrants)
Balance, June 30, 2016	$	268,611
Fair value of warrant cancelled		(111,073	)
Fair value of warrant exercised		(71,595	)
Mark-to-market at June 30, 2017 – warrant liability		252,930
Balance, June 30, 2017	$	338,873
Initial fair value of warrant derivatives at note issuances		190,842
Fair value of warrant cancelled		-
Fair value of warrant exercised		-
Mark-to-market at March 31, 2018 – warrant liability		(258,830	)
Balance, March 31, 2018	$	270,885

Net gain for the period included in earnings relating to the liabilities held at March 31, 2018	$	258,830

		Derivative
		Liability (warrants)
Balance, June 30, 2016	$	268,611
Fair value of warrant cancelled		(111,073	)
Fair value of warrant exercised		(71,595	)
Mark-to-market at June 30, 2017 – warrant liability		252,931
Balance, June 30, 2017	$	338,874
Initial fair value of warrant derivatives at note issuances		190,841
Fair value of warrant cancelled		-
Fair value of warrant exercised		-
Mark-to-market at December 31, 2017 – warrant liability		(50,656	)
Balance, December 31, 2017	$	479,059
Net gain for the period included in earnings relating to the liabilities held at December $ 31, 2017		50,656

The Company recorded change in fair value of the derivative liability on warrants to market resulting in non-cash, non-operating gain of $50258,~~656~~830 and a loss of $~~112~~393,~~517~~ 704 for the ~~six~~ nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017, respectively. The Company recorded change in fair value of the derivative liability on warrants to market resulting in non-cash, non-operating ~~loss~~gain of $49208,~~634~~174 and a gain of $68281,~~730~~187 for the three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017, respectively

During the nine months ended March 31, 2018 and year ended June 30, 2017 the Company reclassed the derivative liability on warrants of $0 and $71,595, respectively, to additional paid in capital on exercise of warrants.

During the period ended December 31, 2017 and June 30, 2017 the Company reclassed the derivative liability on warrants of $0 and $71,595, respectively, to additional paid in capital on exercise of warrants.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company incurred consulting fees of $3320,000 and $4969,000, respectively (~~December~~March 31, ~~2016~~2017 - $1724,000 and $4165,000) with ~~directors and~~a ~~officers~~director ~~(including directors~~ and officer ~~officers~~of one of our subsidiaries) out of which there were no stock payments.

As of ~~December~~March 31, ~~2017~~2018, the ~~Company~~ Company owed a director for a non-interest-bearing demand loan with a balance outstanding of $115,000 (June 30, 2017 - $115,000).

These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreed to by the related parties.

NOTE 9– GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of ~~December~~March 31, ~~2017~~2018, the Company had a working capital deficiency of $65,~~918~~908,~~093~~864 (June 30, 2017 - $6,934,640) and an accumulated deficit of $59,~~665~~540,~~886~~956 (June 30, 2017 - $57,683,563). The Company intends 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.

The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of ore reserves.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

On January 12, 2014, the Company entered into an employment agreement with a director and officer. Commencing on January 12, 2014, the director and officer will be employed for 24 months ending on January 12, 2016. Pursuant to the agreement, annual salary of US$120,000 is payable monthly in cash or if the Company does not have available cash, in shares of the Company’s common stock. The Company is currently in the process of renewing this agreement.

Lease Commitment

On May 25, 2016, the Company entered into a sublease agreement for a term of twelve months and expired on May 30, 2017. The sublease agreement is on a month-to-month basis for $1,199 per month beginning June 1, 2017.

Litigation

On March 22, 2017, our wholly-owned subsidiary, Black Box Energy, Inc. (“BBE”), filed a complaint in the Superior Court of the State of Arizona (Maricopa County) against PetroChase, Inc., Warren County PC#1, LLC, Stephen R. Moore and Sheree Moore, as well as certain unidentified, predecessor and success corporations, parent corporations or subsidiaries of the defendants (collectively the “Defendants”).

In 2016 the Defendant, Stephen R. Moore, on behalf of PetroChase, solicited investment from our Company to subscribe to a 50% (of 70%) working interest in the McKean County Project wells. On September 9, 2016, BBE entered into a letter agreement with PetroChase to acquire a 50% (of 70%) working interest in the wells, in addition access to the wells for the purposes of the developing our mechanical ultrasound technology for use in water purification. BBE paid $250,000 to PetroChase in consideration of the rights granted, which funds were to be used for costs associated with development of the wells. Drilling of the wells was to be commenced within a reasonable time and was to continue until all the wells were completed. To date, drilling of the wells has not been completed.

The complaint seeks a return of the $250,000 for breach of the letter agreement, treble damages ($750,000 in the aggregate), plus attorney’s fees, costs, and punitive damages. The Company has engaged legal counsel and intends to respond to the complaint with an answer or motion in due course.

From time to time we may be a defendant and plaintiff in various other legal proceedings arising in the normal course of our business. Except as disclosed above, we are currently not a party to any material legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, we are not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Furthermore, as of the date of this Quarterly Report, our management is not aware of any proceedings to which any of our directors, officers, or affiliates, or any associate of any such director, officer, affiliate, or security holder is a party adverse to our company or has a material interest adverse to us.

Joint Development and Option Agreement

On April 13, 2017, the Company’s wholly-owned subsidiary, Black Box Energy, Inc. (“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 a funding agreement to finance and participate in the completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana (the “White Top Field”). Under the terms of the White Top Agreement, BBE has advanced approximately $879,620 as of ~~December~~March 31, ~~2017~~2018 to White Top as consideration to White Top for the option to convert and the right to repayment of payouts for the necessary capital, overrating, technical, and related support costs necessary to further develop the White Top Field. White Top’s rights to repayment of the monies received from BBE shall be limited to funding from certain payouts received under terms agreed by the parties under such joint development project, as mutually agreed.

Purchase Option

On October 12, 2017, the Company entered into a Patent Option and Purchase Agreement whereby the Company paid a non-refundable deposit of $25,000 for a 120-day option to purchase certain intellectual property from a third-party seller for a total of $100,000. The ~~Company~~ Company elected not to exercise the option. Total payments of $33,333 were including in selling, general and administrative expense for the three and ~~six~~ nine months ended March ~~December~~ 31, ~~2017~~2018.

Consulting Agreement

On January 8, 2018, the Company executed a consulting agreement for advisory services on a month-to-month basis at a rate of $5,000 per month commencing January 8, 2018.

NOTE 11 – DISCONTINUED OPERATIONS

On September 4, 2015, the Company entered into an Asset Purchase agreement whereby the Company sells the net assets of Alta Disposal Morinville Ltd. (of which the Company had acquired 51% interest on October 18, 2013) for total purchase price of CDN$10,000.

32Operating results for the nine months ended March 31, 2018 and 2017 for Alta Disposal Morinville Ltd. are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the unaudited condensed balance sheet.

Operating results for the six months ended December 31, 2017 and 2016 for Alta Disposal Morinville Ltd. are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the unaudited condensed balance sheet.

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

		Three months ended
		December 31,			December 31,
		March 31,			March 31,
		2017			2016
		2018			2017
Revenue	$	-		$	-
Selling, general and administrative		(4779	)		(4961	)
Loss from discontinued operations	$	(4779	)	$	(4961	)

		Six months ended
		Nine months ended
		December 31,			December 31,
		March 31,			March 31,
		2017			2016
		2018			2017
Revenue	$	-		$	-
Selling, general and administrative		(95174	)		(80141	)
Loss from discontinued operations	$	(95174	)	$	(80141	)

Consolidated Balance Sheets		~~December~~March 31,		June 30,
		2017		2017
		2018		2017
Current assets:
Cash and cash equivalents	$	~~1,057~~954	$	1,115
Receivable, net		~~674~~657		652
Prepaid expenses		1,~~885~~839		1,824
GST Receivable		16,~~800~~390		16,260
	$	2019,~~416~~840	$	19,852
Current liabilities:
Accounts payable	$	6,~~643~~481	$	6,429

NOTE 12 – SETTLEMENTS

Debt Settlements and Class C Preferred Shares

Effective August 11, 2017, the Company entered into a Debt Settlement Agreement with each Blue Citi, LLC (“Blue Citi”) and Concord Holding Group, LLC (“Concord”). On August 11, 2017, the Company was indebted to Blue Citi and Concord in the aggregate principal amounts of approximately $2,400,000 and $1,700,000, respectively (exclusive of accrued interest and penalties), pursuant to various convertible promissory notes issued to Blue Citi and Concord between March, 2014 and June, 2017. Pursuant to the Debt Settlement Agreements, each Blue Citi and Concord has agreed to indefinitely forbear from enforcing its rights pursuant to the promissory notes. In consideration, the Company has issued to each Blue Citi and Concord warrants to purchase up to $400,000 in shares of our common stock ($800,000 in the aggregate), with 50% of the warrants exercisable at $0.50 per share, and 50% exercisable at $0.70 per share. The warrants are exercisable until August 11, 2022 and may also be exercised on a cashless basis. In the event that the closing price of the Company’s common stock falls to $0.10 or less for a period of 3 days during the warrant exercise period, the exercise price of the $0.50 per share warrants shall adjust to 300% of the lowest trading price during such 3-day period, and the exercise price of the $0.70 warrants will adjust to 400% of the lowest trading during the 3-day period. As additional consideration for the issuance of securities to Blue Citi and Concord, promissory notes held by them that were convertible into the Company’s common stock at 50% discount to market price will instead be subject to a 25% discount to market price. The fair value of the warrants upon issuance on August 11, 2017 was approximately $190,842 in aggregate. Total amortization expense related to these warrants was $43,723 and $67111,~~682~~405, respectively, for the three and ~~six~~nine months ended ~~December~~ March 31, ~~2017~~2018, leaving an unamortized balance of $~~123~~79,~~161~~437 as of ~~December~~March 31, ~~2017~~2018.

On August 3, 2017, the Company entered into a debt settlement subscription agreement with a creditor for settlement of amounts owed relating to an outstanding convertible note in the principal amount of $708,000, with $49,347 of accrued interest. In lieu of receiving cash as payment, the creditor has agreed to accept 350,000 Class C Convertible Preferred Shares of the Company as payment of the indebtedness, pursuant to the terms of the settlement agreement. Thereafter, on August 23, 2017, Company issued an aggregate of 350,000 Class C Convertible Preferred Shares at the deemed price of $2.02 per share. The Company has issued all of the shares to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), relying on Rule 506 promulgated under Regulation D of the Securities Act of 1933, as amended.

On January 11, 2018, the Company entered into a Debt Settlement Agreement with a notes holder, whereby the Company agreed to pay $25,000, plus $99,996 in common stock, payable in installments through May 1, 2018, to settle a convertible note dated February 6. 2015, resulting in a loss on extinguishment of liability of $108,860 for the ~~six~~ nine months ended ~~December~~March 31, ~~2017~~2018. The transaction is considered as debt extinguishment for accounting purposes. The derivative liability associated with the debt totaling $4,696 increased to $143,801 as of December 31, 2017 as a result of this agreement and had a balance of $58,953 as of March 31, 2018.

NOTE 13 – SUBSEQUENT EVENTS

Convertible Secured Redeemable Notes

In ~~January~~April and May 2018, the Company issued an aggregate of $~~143~~125,~~000~~520 of Convertible Promissory Notes that mature inon ~~various dates~~March ~~from~~29, ~~January~~ 2019 ~~to January 2020~~, resulting in cash proceeds totaling $109,720, of which $~~125~~9,~~000~~720 was paid direct to a service provider. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at the lesser of $1.00 per share or at a price equal to 25% 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.

In January and February 2018, the Company issued 9,328,567 common shares at deemed prices ranging from $0.02325 to $0.0450 per share upon conversion of the convertible promissory notes and accrued interest, valued at $343,418. 36

InOn ~~January~~May 16, 2018, the Company ~~issued~~ ~~10,305~~issued ~~round~~a upBridge ~~shares~~Loan tofor ~~existing~~cash ~~shareholders~~proceeds asof a$10,000. ~~result~~The ofBridge ~~the~~Loan ~~Company's~~bears ~~reverse~~interest ~~split~~at ~~that~~10% ~~was~~and ~~effective~~matures in ~~December~~60 ~~2017~~days.

OnIn ~~January~~April 8,and May 2018, the ~~Company~~ ~~executed~~Company aissued ~~consulting~~4,912,263 ~~agreement~~common ~~for~~shares ~~advisory~~at ~~services~~deemed onprices aranging ~~month-to-month~~from ~~basis~~$0.00981 to at$0.01040 aper ~~rate~~share upon conversion of ~~$5,000~~the ~~per~~convertible ~~month~~promissory ~~commencing~~notes ~~January~~and accrued 8interest, ~~2018.~~valued at $49,845.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes a number of forward-looking statements that reflect management's current views with respect to future events and financial performance. Forward-looking statements are projections in respect of 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. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team, as 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 performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended June 30, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017, any of which may cause our company’s 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. These risks include, by way of example and without limitation:

• our ability to successfully commercialize our SonCav technology to produce a market-ready product in a timely manner and in enough quantity; • our ability to successfully commercialize our oil and gas assets, namely our assets located in the White Top Field in Southwest Louisiana; • the absence of contracts with customers or suppliers; • 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.

our ability to successfully commercialize our oil and gas assets, namely our assets located in the White Top Field in Southwest Louisiana;

the absence of contracts with customers or suppliers;

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.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly Report on Form 10-Q 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.

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Unless otherwise specified, all dollar amounts are expressed in United States dollars. Our common stock is currently listed on the OTC Market, OTC Pink tier, under the symbol “LEXG”.

Corporate Overview

We are a U.S.-based exploration and development company that had been focused on the acquisition and development potential of lithium brines and other precious metals that demonstrate high probability for near-term production. Currently the company is focused testing its SonCav Technology for use in the oil and 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 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.

Our 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.

Our Business

SonCav Technology

The SonCav technology uses a patented process to mechanically induce an ultrasonic cavitation to superheat fluid. Our testing and development has historically been focused solely on water and crude oil, but technology is expected to have many other commercial uses including mining, LNG, Ethanol, industrial and other chemical uses in the pharmaceutical industry. A cavitation is the implosion of a microbubble in fluid which causes an ultrasonic reaction capable of generating intense heat in a millisecond and releasing ultrasonic soundwaves that have the ability to actually break molecules down in the process. In a water application, the SonCav technology can eliminate toxic organic compounds in brackish water or be used to superheat fluid inducing a flash evaporation, separating suspended solids from the fluid stock. In an oil application, the induced cavitation can be used to heat an oil emulsion, separating trapped gas and water in the oil so that it can be sold. Through harnessing the ultrasound released by the cavitation reaction, the technology can also break the hydrocarbon chain assisting in forming new lighter hydrocarbon compounds in the same body of fluid.

SonCav’s features and benefits include:

• 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.

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.

There are three primary applications for the SonCav technology in mining, oil and gas and other industrial applications.

Mining Exploration and Development

The first is simply assisting in cleaning up water-based waste streams that are costly to transport to a place where they can be appropriately handled or disposed. The technology can assist by treating the waste on site by lowering the volume of fluid to be disposed and reducing the environmental liability of transporting fluid waste as opposed to dry waste.

We are presently focused on the testing of the SonCav technology, but as we develop commercial units, we expect to explore opportunities in Canada that can see the greatest benefit from the use of SonCav. Using the technology for the extraction of lithium and other minerals from existing underground brine is a focus of our mineral extraction and mining goals. There are many known areas of Alberta that have mineral rich brine that is being brought to the surface in the production of oil and that is a waste by-product to the oil and gas producers. We believe we can find opportunities to use the SonCav technology to treat economically viable waste streams and to generate revenue from the sale of the extracted minerals.

We believe that solution mining for potash and other valuable chlorides is also a target market. Solution mining is the use of fresh water injection to underground salt beds to dissolve the salts then bring the brine solution to the surface to extract the valuable minerals. In many cases, the use of solution mining is significantly cheaper and less risky than creating an underground mine using elevators and laborers. The SonCav technology can significantly reduce the pipeline expense for solution mining efforts because it enables the operator to recycle the water that is used in the process in lieu of disposing it and having to bring in fresh water from regional lakes and rivers.

The final target for our mining efforts is to identify mining operations across Canada that have environmental issues, either in the clean-up of fluid waste streams or in areas where they cannot access enough fresh water to manage their mining and processing activities. These operations generally are at significant risk of being shut down and represent good market opportunities for SonCav to potentially solve their operating problems.

Oil and Gas

A central application 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, which is comprised of a fluid that has oil, gas, and water all mixed together. Producers use a combination of gravity separation, chemical separation, and heat separation to capture the three streams, with the oil and gas being sold and the water being disposed of generally in underground disposal wells. All three of the separation techniques result in water falling to the bottom, oil separating in the center, and the lighter natural gas settling on top. The most efficient technique historically has been to speed up the natural separation by inducing heat which forces the three streams to separate out more quickly than just letting the gravity of the fluids break them apart over time. This process speeds up production rates, thus allowing for quicker sales. Chemically induced separation has come a long way over the past 20 years and, while historically it has been very expensive, it is becoming a part of most oil and gas production to assist in the separation process.

Traditionally the use of heat for treating oil emulsion has been induced by the combustion of natural gas through a metal tube that runs inside of the fluid body, then transferring that heat to the fluid thereby heating it and speeding up the separation. The heating application has been under a lot of scrutiny in recent years due to more stringent environmental and safety regulations. Heating oil as part of production has historically been overlooked as a cost of doing business but now, due to regulation and technological advancements, producers are being forced to look to other techniques in their day to day operations. Some of the new environmental laws calculate emissions created from the combustion as part of a producer’s carbon footprint. The SonCav technology uses grid electricity to affect heat being created by the cavitation reaction inside of the body of fluid and is considered to be zero emissions in all jurisdictions. It can also be retrofitted to existing separation infrastructure, reducing the up-front expense incurred by the operator.

The storage and transportation companies, also known as midstreamers, that are responsible for collecting the oil from producers and transporting it to the refineries have a very acute 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 the hydrocarbon chain that will drop out of the oil. These paraffin waxes and heavy oil particles are expensive to remove and can cause serious issues with their tank and pipeline infrastructure. Most pipeline operators will bring the oil out of the ground every 30 to 40 miles to heat the oil again before sending it on to the next terminal. This constant heating of oil can become very expensive and 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.

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At the drill site, the SonCav unit can be installed to intake the oil and frac-water mixture as it comes out of the ground and separate it using a flash evaporation process. The goal is to separate the sand, chemical and oil mixture from the flowback water that is a waste byproduct in the fracturing process. By doing this, the fresh water can be recycled and reused in future well-drilling efforts and take the dewatered solids away to be disposed of. By dewatering solid waste, the trucking companies are hauling significantly less solid waste that is a significantly less risky product to move over the road. In some geographic locations, these waste sands from oil and gas production contain valuable minerals like lithium, magnesium, and potassium which can be further processed and sold.

Other Industrial Markets

In Canada, there are many regions that have drought issues and struggle to provide enough fresh water to accommodate residential, agricultural, industrial, and oil and gas industry needs. These areas could use the technology simply to provide fresh water to support all of these needs by treating brackish water that cannot otherwise be used. The issues around drought conditions are the water levels of local rivers, lakes, and underground fresh water aquifers. Nearly all of the regions affected by these drought conditions have shallow aquifers of water but it has too much salinity to be used in many necessary applications. Regional facilities could be put in place to treat brackish water to eliminate some of the toxic organic compounds and reduce the overall salinity to levels where it could be used to water crops and potentially provide potable water for residential needs.

There are also significant needs in an industrial setting to clean up waste that for years has been placed back into local rivers or into underground disposal wells. The options for expanding businesses that are not grandfathered into some of these older disposal techniques are limited. We believe that the SonCav unit can solve acute waste issues for these industrial settings. Even the companies that have licenses to dump waste streams into fresh water river systems are constantly considering eliminating this practice by looking at technologies like the one that SonCav provides.

Acquisition of Oil and Gas Assets

Our current oil and gas activities are limited to the following:

McKean County, Pennsylvania

On September 9, 2016, we incorporated a wholly-owned subsidiary, Black Box Energy, Inc., in the State of Nevada (“BBE”). On September 9, 2016, through BBE, we entered into a 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 McKean County Project, located in McKean County, Pennsylvania. In consideration for the working interest, we paid $250,000 to PetroChase in equal installments on September 9, 2016 and September 16, 2016. We were required, but did not pay, an additional $30,000 to PetroChase for management fees by December 16, 2016.

Pursuant to the letter agreement, we will be entitled to recoup 100% of net revenue derived from the lease until we have recouped 100% of the $280,000 paid in consideration of the working interest. The agreement provides that PetroChase will serve as the operator and drill contractor for the project. The drilling of an initial well on the property was scheduled for fall of 2016. As at the date of this report, we are in dispute with PetroChase regarding its failure to drill a well in accordance with the agreement, and have given PetroChase notice of breach of contract. We have therefore indefinitely postponed delivery of the $30,000 management fee until this issue has been resolved.

Sulphur, Louisiana

On April 13, 2017, 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 a funding agreement to finance and participate in the completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana (the “White Top Field”). Under the terms of the White Top Agreement, BBE has advanced approximately $879,620 to White Top as consideration to White Top for the option to convert those funds into a 3% gross royalty from the future revenue at the Sulphur, Louisiana oil and gas property. BBE also has the right to repayment of the advanced funds if it does not believe the revenue from the royalty will be substantial enough. White Top’s rights to repayment of the monies received from BBE expired on August 1, 2017.

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White Top has until May 15, 2018 to acquire the field in Sulphur, LA. In the interim they have the option to drill development wells on the property to prove up additional reserves in the field before completing the acquisition. BBE has hired an independent seismic analyst as well as a geophysical team to review the work by the White Top team and is comfortable with how they are progressing. Ultimately the goal is to bring a SonCav technology unit to the 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.

Recent Business Developments and Agreements During the ~~Six~~Nine Months Ended ~~December~~March 31, ~~2017~~2018

Convertible Secured Redeemable Notes and Short-term Notes Payable

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company issued an aggregate of $~~536~~864,~~184~~776 in Convertible Promissory Notes that mature on various dates in May through ~~September~~March ~~2018~~2020, resulting in net cash proceeds totaling $~~454~~753,~~046~~000. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at the lesser of $1.00 per share or at a price equal to 25% 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.

In November and December of 2017, the Company entered into four Bridge Loan Agreements totaling $105,000. The notes accrue annual interest at 10% and mature in 30 to 120 days. The Company repaid a total of $90,000 of these notes ~~are~~during ~~all~~the inthree months ended March 31, ~~default~~2018, asleaving a remaining balance due of ~~the~~$15,000, ~~date~~plus accrued interest of ~~this~~$503 as ~~report.~~of March 31, 2018.

Convertible Note Conversions

During the ~~six~~nine months ended September 30, 2017, the Company issued 1026,~~966~~074,~~465~~205 common shares at deemed prices ranging from $0.~~044~~012 to $0.090 per share upon conversion of the convertible promissory notes and accrued interest, valued at $~~626~~1,~~220~~053,053.

Shares Issued for Services

On July 31, 2017, the Company issued 58,333 common shares in payment for past legal services at a deemed value of $8,166.

Entry into a Material Definitive Agreement

On October 12, 2017, we entered into an option purchase agreement with Enbloc Cell LLC, a South Korea-based manufacturer of lithium ion batteries (“Enbloc Cell”). Pursuant to the agreement, we paid $25,000 to Enbloc Cell to obtain the option, for a period of 120 days, to acquire Enbloc Cell’s worldwide patent rights for its clip-type lithium secondary battery pack, which is capable of fitting into two-cell or four-cell battery compartments of electronic devices. In order to exercise the option, we must pay to Enbloc Cell $100,000 prior to the expiration of the option period. The Company elected not to exercise this option within the 120-day option period.

Amendments to Articles of Incorporation

3942

As a result of the reverse stock split, our issued and outstanding share capital decreased from 4,433,023,053 shares of common stock and 70,000,000 shares of Class C Preferred Stock to 22,165,142 shares of common stock and 350,000 shares of Class C Preferred Stock, all with a par value of $0.001 (which remained unchanged). Our authorized capital proportionately decreased from 10,000,000,000 shares of common stock and 100,000,000 shares of preferred stock to 50,000,000 shares of common stock and 500,000 shares of preferred stock. No fractional shares were issued in connection with the reverse stock split.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements in this quarterly report for the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017.

Results of operations for the Three Months Ended ~~December~~ March 31, 2018 ~~2017~~

Our operating results for the three months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017 are summarized as follows:

		Three Months Ended December 31,
			Three Months Ended March 31,
		2017			2016
			2018			2017
~~Revenue~~	$Revenue	-$	-	$	-$	-
~~Operating expenses~~	Operating expenses	~~(288,952~~	)(153,517	)	~~(266,358~~	)(362,130	)
~~Interest expense~~	Interest expense	~~(198,279~~	)(241,628	)	~~(172,462~~	)(2,067,330	)
Gain (loss) on change in the fair value of derivative		(292,529	)		1,308,622
	Gain (loss) on change in the fair value of derivative liability		1,057,775			(90,017
liability
	Amortization of debt discount		(537,659	)		(597,871	)
Amortization of debt discount		(723,298	)		(404,026	)
	Loss on settlement of warrants		-			(42,944	)
~~Other income~~	Other income	~~70,472~~	-		-	-
~~Loss on extinguishment of liability~~	Loss on extinguishment of liability	~~(108,860~~	)-		~~(48,619~~	)12,400
~~Net (loss) income from continuing operations~~	$Net (loss) income from continuing operations	~~(1,541,446~~$	)124,971	$	~~417,157~~$	(3,147,892	)

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Operating Expenses

Our operating expenses for the three months ended ~~December~~March 31, ~~2017~~2018 are summarized as follows, in comparison to our operating expenses for the three months ended ~~December~~March 31, ~~2016~~2017:

		Three Months Ended December 31,
			Three Months Ended March 31,
		2017			2016
			2018			2017
~~Mining expenses~~	$Mining expenses	~~25,000~~$	-	$	~~2,549~~$	50,160
~~Salaries and related expenses~~	Salaries and related expenses	~~110,308~~	74,373		~~66,257~~	54,459
~~Professional fees~~	Professional fees	~~115,269~~	60,452		~~147,140~~	65,210
~~Legal fees~~	Legal fees	~~18,341~~	5,898		~~9,662~~	95,118
~~Other general and administrative expenses~~	Other general and administrative expenses	~~20,034~~	12,795		~~40,750~~	97,183
~~Total operating expenses~~	$Total operating expenses	~~288,952~~$	153,518	$	~~266,358~~$	362,130

Operating expenses decreased $22208,~~594~~612 for the three months ended ~~September~~March 3031, ~~2017~~2018 to $~~288~~153,~~952~~518 for the three months ended ~~September~~March 3031, ~~2017~~2018, ana ~~increase~~decrease of 858%. The primary reason for the change is the ~~increase~~decrease of $2250,~~451~~160 in mining expenses as a result of ~~increased~~decreased exploration activity during the quarter, along with ana ~~increase~~decrease of $4489,~~051~~220 in ~~salaries~~legal fees and ~~related~~$84,388 in other general and administrative expenses.

~~Results of operations for the Six Months Ended December 31, 2017~~ 43

40Results of operations for the Nine Months Ended March 31, 2018

Our operating results for the ~~six~~ nine months ended ~~December~~March 31, ~~2017~~2018 and ~~2016~~2017 are summarized as follows:

		Six Months Ended December 31,
			Nine Months Ended March 31,
		2017			2016
			2018			2017
~~Revenue~~	$Revenue	-$	-	$	-$	-
~~Operating expenses~~	Operating expenses	~~(476,293~~	)(629,810	)	~~(480,098~~	)(480,098	)
~~Interest expense~~	Interest expense	~~(671,799~~	)(913,427	)	~~(395,678~~	)(395,678	)
~~Gain on change in the fair value of derivative liability~~	Gain on change in the fair value of derivative liability	~~689,034~~	1,746,809		~~158,292~~	158,292
~~Amortization of debt discount~~	Amortization of debt discount	~~(1,484,829~~	)(2,022,488	)	~~(546,358~~	)(546,358	)
Other income		70,472			-
	Loss on settlement of warrants		-
Loss on extinguishment of liability		(108,860	)		(1,539,701	)
	Other income		70,472			-
Net loss from continuing operations	$	(1,982,275	)	$	(2,803,543	)
	Loss on extinguishment of liability		(108,860	)		(1,539,701	)
	Net loss from continuing operations	$	(1,857,304	)	$	(2,803,543	)

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Operating Expenses

Our operating expenses for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 are summarized as follows, in comparison to ~~our~~ our operating expenses for the ~~six~~nine months ended ~~December~~March 31, ~~2016~~2017:

		Three Months Ended December 31,
			Nine Months Ended March 31,
		2017			2016
			2018			2017
~~Mining expenses~~	$Mining expenses	~~25,000~~$	25,000	$	~~37,632~~$	87,792
~~Salaries and related expenses~~	Salaries and related expenses	~~175,817~~	250,190		~~122,100~~	176,559
~~Professional fees~~	Professional fees	~~207,600~~	268,052		~~242,640~~	307,850
~~Legal fees~~	Legal fees	~~22,540~~	28,438		~~9,662~~	104,780
~~Other general and administrative expenses~~	Other general and administrative expenses	~~45,336~~	58,130		~~68,064~~	165,247
~~Total operating expenses~~	$Total operating expenses	~~476,293~~$	629,810	$	~~480,098~~$	842,228

Operating expenses decreased $3212,~~805~~418 for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018 to $~~476~~629,~~293~~810 for the ~~three~~nine months ended ~~December~~March 31, ~~2017~~2018, a decrease of 125%. The primary reason for the change is the decrease of $1262,~~632~~792 in mining expenses as a result of decreased exploration activity, a decrease in legal fees of $76,342 as a result of decreased use of legal services, and a decrease in other general and administrative expenses of $107,117 as a result of decreased travel and administrative expenses.

Liquidity, Financial Condition and Capital Resources

As of ~~September~~March 3031, ~~2017~~2018, we had ~~cash~~ cash and cash equivalents on hand of $651,~~405~~248 and a working capital deficiency of $65,~~918~~908,~~093~~864, as compared to cash equivalents on hand of $33,136 and a working capital deficiency of $6,934,640 as of June 30, 2017. The decrease in working capital deficiency is mainly due to a decrease in the derivative liability related to convertible promissory notes during the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018.

Convertible Promissory Notes and Short-term Notes Payable

During the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2018, the Company received net proceeds from issuance of ~~convertible~~ convertible promissory notes of $~~454~~753,~~046~~000, and $105,000 from the issuance of short-term notes payable.

Share Issuances to Settle Debt

Going Concern

The condensed consolidated financial statements contained in this quarterly report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through the period ended ~~December~~March 31, ~~2017 of~~2018 of approximately $60 million, as well as negative cash flows from operating activities. Presently, the Company does not have sufficient cash resources to meet its plans in the twelve months following the fiscal year ended June 30, 2017. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is in the 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 issuance of convertible debt or other equity-linked securities through either institutional or retail investors. Although there is no assurance that the Company will be successful with our fund-raising initiatives, management believes that the Company will be able to secure the necessary financing as a result of ongoing financing discussions with third party investors and existing investors.

The consolidated financial 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, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to the rights, preferences and privileges of the Company’s common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

Working Capital Deficiency

		December 31,			June 30,
			March 31,			June 30,
		2017			2017
			2018			2017
~~Current assets~~	$Current assets	~~27,921~~$	72,188	$	~~54,088~~$	54,088
~~Current liabilities~~	Current liabilities	~~6,946,014~~	5,981,052		~~6,988,728~~	6,988,728
~~Working capital deficiency~~	$Working capital deficiency	~~(6,918,093~~$	)(5,908,864	$)	~~(6,934,640~~$	)(6,934,640	)

As of ~~December~~March 31, ~~2017~~2018, our ~~total~~ total current assets were $2772,~~921~~188, our total current liabilities were $65,~~946~~981,~~014 and~~052 and we had a working capital deficit of $65,~~918~~908,~~093~~864 (June 30, 2017 - $6,934,640). Our consolidated financial statements report a net loss of $1,~~541~~857,~~493~~478 for the ~~six months~~nine months ended ~~December~~March 31, ~~2017~~2018 and an accumulated deficit of approximately $60 ~~million~~ million from the period from May 31, 2006 (date of inception) to December 31, 2017. We have suffered recurring losses from operations. The continuation of our ~~company~~ company is dependent upon our company attaining and maintaining profitable ~~operations~~ operations and raising additional capital as needed. In this regard we have ~~raised~~ raised additional capital through equity offerings and loan transactions.

Cash Flows

		Six Months Ended December 31,
			Nine Months Ended March 31,
		2017			2016
			2018			2017
~~Net cash used in operating activities~~	$Net cash used in operating activities	~~(490,348~~$	)(618,067	$)	~~(403,689~~$	)(901,834	)
~~Net cash used in investing activities~~	Net cash used in investing activities	~~(96,000~~	)(96,000	)	~~(250,000~~	)(250,000	)
~~Net cash provided by financing activities~~	Net cash provided by financing activities	~~559,046~~	732,046		~~697,500~~	1,323,100
~~Effect of foreign currency exchange~~	Effect of foreign currency exchange	~~571~~	133		~~(449~~	)(253	)
(Decrease) increase in cash and cash equivalents	$	(26,731	)	$	43,362
	Increase in cash and cash equivalents	$	18,112		$	171,013

Net cash used in operating activities during the six months ended December 31, 2017 was fairly consistent compared to the six months ended December 31, 2016. The cash used in investing activities is due to the investments and advances to WhiteTop. The decrease in cash provided by financing activities is due decreased issuances of convertible debentures. 45

42Net cash used in operating activities during the nine months ended March 31, 2018 decreased $283,767 compared to the nine months ended March 31, 2017 primarily from decrease in our net loss. The cash used in investing activities is due to the investments and advances to WhiteTop and PetroChase. The decrease in cash provided by financing activities is primarily due to decreased issuances of convertible debentures.

Future Financing

We will require additional funds to implement our growth strategy for our business. In addition, while we have received capital from various private placements that have enabled us to fund our operations, these funds have been largely used to develop our processes, although additional funds are needed for other corporate operational and working capital purposes. 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 anticipate that we will need to raise an additional $1200,000 ~~million~~to $300,000 to cover all of our operational expenses through the balance of this fiscal year ended June 30, 2018. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There can be no assurance that additional financing will be available to us when needed or, if available, that such financing can be obtained on commercially reasonable terms. If we are not able to obtain the 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.

Off-Balance Sheet Arrangements

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

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the quarter ended ~~December~~March 31, ~~2017~~2018 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017.

Recently Adopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 1 to our financial statements included herein for the quarter ended ~~December~~March 31, ~~2017~~2018.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our sole executive officer, Alexander Walsh, who is our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), of the 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 ~~December~~March 31, ~~2017~~2018 pursuant to Exchange Act ~~Rule~~ Rule 13a-15. Based upon that evaluation, our Principal Executive and Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~December~~March 31, ~~2017~~2018 in ensuring that information required to be disclosed by us 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~~ 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.

4346

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined 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 conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO” - 2013) and SEC guidance on conducting such assessments. Our management concluded, as of ~~December~~ March 31, ~~2017~~2018, 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.

In performing the above-referenced assessment, management had concluded that as of ~~December~~March 31, ~~2017,~~ 2018, there were deficiencies in the design or operation of our internal control ~~that~~ that adversely affected our internal controls, which management considers to be material weaknesses, including those described below:

(i) Lack of Formal Policies and Procedures. We utilize a third party independent contractor for the preparation of our financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

(ii) Audit Committee and Financial Expert. We do not have a formal audit committee with a financial expert, and thus we lack the board oversight role within the financial reporting process.

(iii) Insufficient Resources. We have insufficient quantity of 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.

(iv) Entity 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.

Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term as resources permit, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended ~~December~~March 31, ~~2017~~2018 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 the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

4548

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Complaint against Petro Chase, Inc. et al.

Background

Allegations

The allegations made in our ~~complaint~~ complaint include, but are not limited to, the following: • The defendants misrepresented the financial condition of PetroChase, and that the $250,000 would be sufficient to complete the wells; • The defendants knew at all relevant times that they would not be able to perform under the letter 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, 2017, BBE sent a dispute notice to Stephen R. Moore and PetroChase and demanded the return of the $250,000 investment, which funds have not been returned; • On February 7, 2017 BBE served Stephen R. Moore and PetroChase a demand for arbitration. The defendants have failed to respond to the demand for arbitration; and • The defendants, either directly, or acting in concert with each other, committed breach of contract, constructive fraud, and patterns of unlawful activity, in soliciting, and absconding with, the $250,000 investment from BBE.

º The defendants misrepresented the financial condition of PetroChase, and that the $250,000 would be sufficient to complete the wells; º The defendants knew at all relevant times that they would not be able to perform under the letter agreement, and misrepresented their ability to perform; º The defendants misrepresented and mislead BBE regarding their rights to drill the wells on the subject property; º On January 24, 2017, BBE sent a dispute notice to Stephen R. Moore and PetroChase and demanded the return of the $250,000 investment, which funds have not been returned; º On February 7, 2017 BBE served Stephen R. Moore and PetroChase a demand for arbitration. The defendants have failed to respond to the demand for arbitration; and º The defendants, either directly, or acting in concert with each other, committed breach of contract, constructive fraud, and patterns of unlawful activity, in soliciting, and absconding with, the $250,000 investment from BBE.

Aside from what is disclosed herein, we know of no other material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of the Annual Report on Form 10-K for the year ended June 30, 2017, as filed with the SEC on September 28, 2017, in addition to other information contained in those reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.

4649

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

During the three months ended ~~December~~March 31, ~~2017 through the date of this report~~2018, we made the following issuances of securities which were not registered under the Securities Act:

Date	Number ofofCommon ~~Common~~ Shares		Deemed Price Per Share
7/6/2017	150,000	$	0.070
1/3/2018	471,385	$	0.03765
7/12/2017	150,000	$	0.070
1/5/2018	1,000,000	$	0.04500
7/13/2017	150,000	$	0.070
1/11/2018	1,000,000	$	0.03765
7/18/2017	300,000	$	0.070
1/17/2018	1,000,000	$	0.04500
7/24/2017	300,000	$	0.070
1/17/2018	811,221	$	0.03765
7/26/2017	300,000	$	0.070
2/2/2018	1,021,513	$	0.03263
7/28/2017	300,000	$	0.060
1/19/2018	188,779	$	0.03765
7/31/2017	58,333	$	0.060
1/19/2018	1,000,000	$	0.03765
8/2/2017	300,000	$	0.060
1/26/2018	666,667	$	0.03825
8/7/2017	300,000	$	0.060
1/30/2018	897,255	$	0.03825
8/7/2017	300,000	$	0.060
2/6/2018	1,271,747	$	0.02325
8/11/2017	300,000	$	0.060
3/13/2018	1,000,000	$	0.01717
8/16/2017	300,000	$	0.090
3/13/2018	1,000,000	$	0.01700
8/23/2017	300,000	$	0.075
3/14/2018	1,646,863	$	0.01488
8/25/2017	300,000	$	0.075
3/23/2018	1,000,000	$	0.01193
9/7/2017	300,000	$	0.060
3/29/2018	1,122,005	$	0.01193
9/20/2017	300,000	$	0.060
10/2/2017	600,000	$	0.060
10/11/2017	468,394	$	0.060
10/18/2017	258,408	$	0.060
10/24/2017	528,082	$	0.060
10/30/2017	752,414	$	0.045
11/14/2017	275,000	$	0.075
11/21/2017	669,684	$	0.045
11/29/217	517,630	$	0.045
12/8/2017	441,409	$	0.045
12/28/2017	1,105,443	$	0.044
12/28/2017	1,000,000	$	0.045

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

4850

ITEM 6. EXHIBITS

Exhibit
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation dated May 31, 2006 (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.2	Bylaws dated June 6, 2006 (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.3	Articles of Amendment dated May 31, 2006 (incorporated by reference to our Current Report on Form 8-K filed on April 21, 2009)
3.4	Certificate of Amendment dated April 8, 2009 (incorporated by reference to our Current Report on Form 8- K/A filed on April 23, 2009)
3.5	Articles of Merger dated November 17, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 7, 2010)
3.6	Certificate of Amendment dated October 17, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
3.7	Articles of Incorporation of Alta Disposal Morinville Ltd. dated June 5, 2013 (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.8	Certificate of Amendment of Alta Disposal Morinville Ltd. with October 18, 2013 (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.9	Bylaws of Alta Disposal Morinville Ltd. dated June 5, 2013 (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.10	Certificate of Incorporation of 1617437 Alberta Ltd. dated July 8, 2011 (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.11	Articles of Amendment of Alta Disposal Ltd. dated October 2, 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.12	Bylaws of Alta Disposal Ltd. dated July 8, 2011 (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.13	Certificate of Amendment filed September 9, 2015 (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed on September 15, 2015)
3.14	Certificate of Change dated November 11, 2017 (incorporated by reference to our Current Report on Form 8-K filed on December 12, 2017)
3.15*	Certificate of Correction dated February 3, 2018
3.15	Certificate of Correction dated February 3, 2018 (incorporated by reference to our Current Report on Form 10-Q filed on March 5, 2018)
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Certificate of Designation of Series B Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
4.2	Certificate of Designation of Series A Preferred Stock (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed July 15, 2015)
4.3	Certificate of Designation of Series C Preferred Stock (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed August 24, 2017)

(10)	Material Contracts
10.1	Securities Purchase Agreement between our company and JMJ Financial dated February 13, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2013)
10.2	Amendment and Settlement Agreement dated January 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
10.3	Form of Common Stock Purchase Warrant between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.4	Form of Common Stock Purchase Warrant between our company and Union Capital, LLC dated March 5, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.5	Form of Common Stock Purchase Warrant between our company and Adar Bays, LLC dated March 4, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.6	Form of Common Stock Purchase Warrant between our company and 514742 B.C. Ltd. dated March 3, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.7	Securities Purchase Agreement dated as of March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014) September 7, 2016)
10.8	2014 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.9	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8- K filed on August 6, 2014)
10.10	Form of Stock Grant Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.11	Securities Purchase Agreement dated July 22, 2014 between our company and JDF Capital Inc. Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.12	Convertible Promissory Note dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.13	Common Stock Purchase Warrant dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.14	Debt Settlement Agreement with Alexander R. Walsh dated December 23, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.15	Form of Convertible Promissory Note between our company and River North Equity LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.16	Loan Agreement dated April 15, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.17	Purchase Agreement dated November 6, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.18	Convertible Promissory Note dated November 6, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.19	Securities Purchase Agreement dated December 1, 2015 with VES Investment Trust (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.20	Convertible Promissory Note dated December 1, 2015 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.21	Securities Purchase Agreement dated December 1, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)

10.22	Convertible Promissory Note dated December 1, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.23	Securities Purchase Agreement dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.24	Convertible Redeemable Note dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.25	Securities Purchase Agreement dated January 27, 2016 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.26	Convertible Promissory Note dated December 1, 2015 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.27	Securities Purchase Agreement dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.28	Convertible Promissory Note dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.29	Securities Purchase Agreement dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.30	Convertible Promissory Note dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.31	Partial replacement note issued to APG Capital Holdings, LLC, originally issued on July 22, 2014, dated March 28, 2016 (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.32	Partial replacement note issued to Toledo Advisors, LLC dated April 19, 2016, originally issued on July 22, 2014, dated on April 19, 2016 (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.33	Securities Purchase Agreement dated February 1, 2016 with Vigere Capital LP (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.34	Form of Convertible Promissory Note dated March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.35	Form of Common Stock Purchase Warrant dated March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.36	Employment Agreement with Alexander Walsh dated January 12, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 4, 2014)
10.37	Letter Agreement dated September 9, 2016, between Black Box Energy, Inc. and PetroChase Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.38	Lease Agreement dated May 25, 2016 with Lakeshore Investment Group II, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.39	Exchange Agreement dated September 19, 2016 ($550,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.40	Convertible Redeemable Note ($550,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.41	Exchange Agreement dated September 19, 2016 ($708,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016).

10.42	Convertible Redeemable Note ($708,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
4.4	Certificate of Amendment of Series C Preferred Stock (incorporated by reference to exhibit 4.3 of our Current Report on Schedule 14C filed on April 9, 2018)
10.43	Exchange Agreement dated September 19, 2016 ($140,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
(10)	Material Contracts
10.44	Convertible Redeemable Note ($140,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.1	Securities Purchase Agreement between our company and JMJ Financial dated February 13, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2013)
10.45	Agreement for Purchase of Debt dated September 2, 2016 (executed September 7, 2016) with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.2	Amendment and Settlement Agreement dated January 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
10.46	Convertible Promissory Note dated September 7, 2016 ($53,919.68) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.3	Form of Common Stock Purchase Warrant between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.47	Securities Purchase Agreement dated September 2, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.4	Form of Common Stock Purchase Warrant between our company and Union Capital, LLC dated March 5, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.48	Convertible Promissory Note dated September 7, 2016 ($116,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.5	Form of Common Stock Purchase Warrant between our company and Adar Bays, LLC dated March 4, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.49	Securities Purchase Agreement dated September 15, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.6	Form of Common Stock Purchase Warrant between our company and 514742 B.C. Ltd. dated March 3, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.50	Convertible Promissory Note dated September 15, 2016 ($257,778) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.7	Securities Purchase Agreement dated as of March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014) September 7, 2016)
10.51	Securities Purchase Agreement dated September 8, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.8	2014 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.52	Convertible Promissory Note dated September 8, 2016 ($27,777) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.9	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8- K filed on August 6, 2014)
10.53	Agreement for Purchase of Debt dated September 2, 2016 with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.10	Form of Stock Grant Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.54	Convertible Promissory Note dated September 9, 2016 ($64,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.11	Securities Purchase Agreement dated July 22, 2014 between our company and JDF Capital Inc. Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.55	Securities Purchase Agreement dated August 12, 2016, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.12	Convertible Promissory Note dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.56	Convertible Promissory Note dated August 12, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.13	Common Stock Purchase Warrant dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.57	Securities Purchase Agreement dated September 27, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.14	Debt Settlement Agreement with Alexander R. Walsh dated December 23, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.58	Convertible Promissory Note dated September 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.15	Form of Convertible Promissory Note between our company and River North Equity LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.59	Securities Purchase Agreement dated October 10, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.16	Loan Agreement dated April 15, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.60	Convertible Redeemable Note dated October 10, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017).
10.17	Purchase Agreement dated November 6, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.61	Convertible Secured Redeemable Note dated October 19, 2016 with VES Investment Trust (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.18	Convertible Promissory Note dated November 6, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.62	Securities Purchase Agreement dated October 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.19	Securities Purchase Agreement dated December 1, 2015 with VES Investment Trust (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)

10.63	Securities Purchase Agreement dated October 31, 2016 with Concord Holding Group, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.20	Convertible Promissory Note dated December 1, 2015 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.64	Convertible Promissory Note dated October 31, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.21	Securities Purchase Agreement dated December 1, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.65	Securities Purchase Agreement dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.22	Convertible Promissory Note dated December 1, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.66	Convertible Promissory Note dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.23	Securities Purchase Agreement dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.67	Securities Purchase Agreement dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.24	Convertible Redeemable Note dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.68	Convertible Promissory Note dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.25	Securities Purchase Agreement dated January 27, 2016 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.69	Securities Purchase Agreement dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.26	Convertible Promissory Note dated December 1, 2015 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.70	Convertible Promissory Note dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.27	Securities Purchase Agreement dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.71	Securities Purchase Agreement dated December 23, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.28	Convertible Promissory Note dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.72	Convertible Promissory Note dated December 23, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.29	Securities Purchase Agreement dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.73	Securities Purchase Agreement dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.30	Convertible Promissory Note dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.74	Convertible Promissory Note dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.31	Partial replacement note issued to APG Capital Holdings, LLC, originally issued on July 22, 2014, dated March 28, 2016 (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.75	Securities Purchase Agreement dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.32	Partial replacement note issued to Toledo Advisors, LLC dated April 19, 2016, originally issued on July 22, 2014, dated on April 19, 2016 (incorporated by reference to our Quarterly Report on Form 10- Q filed on September 7, 2016)
10.76	Convertible Promissory Note dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.33	Securities Purchase Agreement dated February 1, 2016 with Vigere Capital LP (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.77	Securities Purchase Agreement dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.34	Form of Convertible Promissory Note dated March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.78	Convertible Promissory Note dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.35	Form of Common Stock Purchase Warrant dated March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.79	Securities Purchase Agreement dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.36	Employment Agreement with Alexander Walsh dated January 12, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 4, 2014)
10.80	Convertible Promissory Note dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.37	Letter Agreement dated September 9, 2016, between Black Box Energy, Inc. and PetroChase Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.81	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.38	Lease Agreement dated May 25, 2016 with Lakeshore Investment Group II, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.82	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.39	Exchange Agreement dated September 19, 2016 ($550,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.83	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.40	Convertible Redeemable Note ($550,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)

10.84	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.41	Exchange Agreement dated September 19, 2016 ($708,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016).
10.85	Securities Purchase Agreement dated March 1, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.42	Convertible Redeemable Note ($708,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.86	Convertible Promissory Note dated March 1, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.43	Exchange Agreement dated September 19, 2016 ($140,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.87	Securities Purchase Agreement dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.44	Convertible Redeemable Note ($140,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.88	Convertible Promissory Note dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.45	Agreement for Purchase of Debt dated September 2, 2016 (executed September 7, 2016) with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.89	Securities Purchase Agreement dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.46	Convertible Promissory Note dated September 7, 2016 ($53,919.68) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.90	Convertible Promissory Note dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.47	Securities Purchase Agreement dated September 2, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.91	Securities Purchase Agreement dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.48	Convertible Promissory Note dated September 7, 2016 ($116,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.92	Convertible Promissory Note dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.49	Securities Purchase Agreement dated September 15, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.93	Convertible Promissory Note dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.50	Convertible Promissory Note dated September 15, 2016 ($257,778) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.94	Securities Purchase Agreement dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.51	Securities Purchase Agreement dated September 8, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.95	Convertible Promissory Note dated December 29, 2016 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.52	Convertible Promissory Note dated September 8, 2016 ($27,777) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.96	Securities Purchase Agreement dated December 29, 2016 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.53	Agreement for Purchase of Debt dated September 2, 2016 with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.97	Securities Purchase Agreement dated April 4, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.54	Convertible Promissory Note dated September 9, 2016 ($64,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.98	Convertible Promissory Note dated April 4, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.55	Securities Purchase Agreement dated August 12, 2016, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.99	Securities Purchase Agreement dated May 2, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.56	Convertible Promissory Note dated August 12, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.100	Convertible Promissory Note dated May 2, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.57	Securities Purchase Agreement dated September 27, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.101	Securities Purchase Agreement dated May 5, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.58	Convertible Promissory Note dated September 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.102	Convertible Promissory Note dated May 5, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.59	Securities Purchase Agreement dated October 10, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.103	Securities Purchase Agreement dated May 15, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.60	Convertible Redeemable Note dated October 10, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017).

10.104	Collateralized Secured Promissory Note dated May 15th, 2017 with Concord Holding Group. LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.61	Convertible Secured Redeemable Note dated October 19, 2016 with VES Investment Trust (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.105	Backend Note dated May 15, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.62	Securities Purchase Agreement dated October 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.106	Convertible Redeemable Note dated May 17, 2017 with JDF Capital, Inc (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.63	Securities Purchase Agreement dated October 31, 2016 with Concord Holding Group, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.107	Backend Note dated May 17, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.64	Convertible Promissory Note dated October 31, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.108	Backend Note dated May 17, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.65	Securities Purchase Agreement dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.109	Joint Development and Option Agreement dated April 13, 2017 with Black Box Energy (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.66	Convertible Promissory Note dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.110	Securities Purchase Agreement dated June 8, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.67	Securities Purchase Agreement dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.111	Convertible Promissory Note dated June 8, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.68	Convertible Promissory Note dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.112	Securities Purchase Agreement dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.69	Securities Purchase Agreement dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.113	Backend Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.70	Convertible Promissory Note dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.114	Collateralized Secured Promissory Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.71	Securities Purchase Agreement dated December 23, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.115	Convertible Promissory Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.72	Convertible Promissory Note dated December 23, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.116	Convertible Promissory Note dated March 3, 2014 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.73	Securities Purchase Agreement dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.117	Convertible Promissory Note dated September 9, 2015 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.74	Convertible Promissory Note dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.118	Debt Settlement and Subscription Agreement dated August 3, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 8-K filed on August 24, 2017)
10.75	Securities Purchase Agreement dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.119	Securities Purchase Agreement dated May 12, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.76	Convertible Promissory Note dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.120	Convertible Promissory Note dated May 12, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.77	Securities Purchase Agreement dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.121	Debt Purchase Agreement dated June 28, 2017 with JDF Capital Inc and Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.78	Convertible Promissory Note dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.122	Securities Purchase Agreement dated July 3, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.79	Securities Purchase Agreement dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.123	Convertible Promissory Note dated July 3, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.80	Convertible Promissory Note dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.124	Securities Purchase Agreement dated July 26, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.81	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.125	Convertible Promissory Note dated July 26, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.82	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)

10.126	Consolidated Debt Purchase Agreement dated July 30, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.83	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.127	Debt Settlement and Subscription Agreement dated August 3, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.84	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.128	Securities Purchase Agreement dated August 4, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.85	Securities Purchase Agreement dated March 1, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.129	Convertible Promissory Note dated August 4, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.86	Convertible Promissory Note dated March 1, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.130	Common Stock Purchase Warrant dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.87	Securities Purchase Agreement dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.131	Common Stock Purchase Warrant dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.88	Convertible Promissory Note dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.132	Common Stock Purchase Warrant dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.89	Securities Purchase Agreement dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.133	Common Stock Purchase Warrant dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.90	Convertible Promissory Note dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.134	Debt Settlement Agreement dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.91	Securities Purchase Agreement dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.135	Debt Settlement Agreement dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.92	Convertible Promissory Note dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.136	Amendment to Debt Settlement Agreement dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.93	Convertible Promissory Note dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.137	Amendment to Debt Settlement Agreement dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.94	Securities Purchase Agreement dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.138	Convertible Promissory Note dated September 5, 2017 with BlueCiti, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.95	Convertible Promissory Note dated December 29, 2016 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.139	Patent Option and Purchase Agreement with Enbloc Cell LLC dated October 12, 2017 (incorporated by reference to our Form 8-K filed on November 22, 2017)
10.96	Securities Purchase Agreement dated December 29, 2016 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.140*	Bridge Loan Agreement dated November 13, 2017 with Concord Holding Group, LLC
10.97	Securities Purchase Agreement dated April 4, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.141*	Bridge Loan Agreement dated December 1, 2017 with Concord Holding Group, LLC
10.98	Convertible Promissory Note dated April 4, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.142*	Bridge Loan Agreement dated December 14, 2017 with Concord Holding Group, LLC
10.99	Securities Purchase Agreement dated May 2, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.143*	Stock Purchase Agreement dated October 9, 2017 with Maxwell Mercantile Inc
10.100	Convertible Promissory Note dated May 2, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.144*	Convertible Promissory Note dated June 8, 2017 with Concord Holding Group, LLC
10.101	Securities Purchase Agreement dated May 5, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.145*	Loan Agreement dated November 29, 2017 with Blue Sky Petroleum Inc
10.102	Convertible Promissory Note dated May 5, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.146*	Debt Settlement Agreement dated January 11, 2018 with an individual
10.103	Securities Purchase Agreement dated May 15, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.147*	Convertible Promissory Note dated January 28, 2018 with JDF Capital Inc
10.148*	Purchase Agreement dated January 29, 2018 with JDF Capital Inc
10.149*	Subscription Agreement dated October 1, 2011 with First Reef Energy Inc.
(31)	Rule 13a-14(a)/15d-14(a) Certification

31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
10.104	Collateralized Secured Promissory Note dated May 15th, 2017 with Concord Holding Group. LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
(32)	Section 1350 Certification
10.105	Backend Note dated May 15, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
10.106	Convertible Redeemable Note dated May 17, 2017 with JDF Capital, Inc (incorporated by reference to our Form 10-Q filed on May 19, 2017)
(101)*	Interactive Data Files
10.107	Backend Note dated May 17, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
101.INS	XBRL Instance Document
10.108	Backend Note dated May 17, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
101.SCH	XBRL Taxonomy Extension Schema Document
10.109	Joint Development and Option Agreement dated April 13, 2017 with Black Box Energy (incorporated by reference to our Form 10-Q filed on May 19, 2017)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
10.110	Securities Purchase Agreement dated June 8, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
10.111	Convertible Promissory Note dated June 8, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
10.112	Securities Purchase Agreement dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
10.113	Backend Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.114	Collateralized Secured Promissory Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.115	Convertible Promissory Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.116	Convertible Promissory Note dated March 3, 2014 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.117	Convertible Promissory Note dated September 9, 2015 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.118	Debt Settlement and Subscription Agreement dated August 3, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 8-K filed on August 24, 2017)
10.119	Securities Purchase Agreement dated May 12, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.120	Convertible Promissory Note dated May 12, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.121	Debt Purchase Agreement dated June 28, 2017 with JDF Capital Inc and Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.122	Securities Purchase Agreement dated July 3, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.123	Convertible Promissory Note dated July 3, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.124	Securities Purchase Agreement dated July 26, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.125	Convertible Promissory Note dated July 26, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)

Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

10.126	Consolidated Debt Purchase Agreement dated July 30, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.127	Debt Settlement and Subscription Agreement dated August 3, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.128	Securities Purchase Agreement dated August 4, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.129	Convertible Promissory Note dated August 4, 2017 with Blue Citi, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.130	Common Stock Purchase Warrant dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.131	Common Stock Purchase Warrant dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.132	Common Stock Purchase Warrant dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.133	Common Stock Purchase Warrant dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.134	Debt Settlement Agreement dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.135	Debt Settlement Agreement dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.136	Amendment to Debt Settlement Agreement dated August 11, 2017 with Blue Citi LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.137	Amendment to Debt Settlement Agreement dated August 11, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.138	Convertible Promissory Note dated September 5, 2017 with BlueCiti, LLC (incorporated by reference to our Form 10-Q filed on November 11, 2017)
10.139	Patent Option and Purchase Agreement with Enbloc Cell LLC dated October 12, 2017 (incorporated by reference to our Form 8-K filed on November 22, 2017)
10.140	Bridge Loan Agreement dated November 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.141	Bridge Loan Agreement dated December 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.142	Bridge Loan Agreement dated December 14, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.143	Stock Purchase Agreement dated October 9, 2017 with Maxwell Mercantile Inc (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.144	Convertible Promissory Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.145	Loan Agreement dated November 29, 2017 with Blue Sky Petroleum Inc (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.146	Debt Settlement Agreement dated January 11, 2018 with an individual (incorporated by reference to our Form 10-Q filed on March 5, 2018)

10.147	Convertible Promissory Note dated January 28, 2018 with JDF Capital Inc (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.148	Purchase Agreement dated January 29, 2018 with JDF Capital Inc (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.149	Subscription Agreement dated October 1, 2011 with First Reef Energy Inc. (incorporated by reference to our Form 10-Q filed on March 5, 2018)
10.150*	Convertible Promissory Note dated January 12, 2018 with Blue Citi, LLC
10.151*	Securities Purchase Agreement dated January 12, 2018 with Blue Citi, LLC
10.152*	Convertible Promissory Note dated January 29, 2018 with JDF Capital Inc
10.153*	Securities Purchase Agreement dated January 29, 2018 with JDF Capital Inc
10.154*	Convertible Promissory Note dated February 28, 2018 with JDF Capital Inc
10.155*	Securities Purchase Agreement dated February 28, 2018 with JDF Capital Inc
10.156*	Convertible Promissory Note dated March 22, 2018 with Blue Citi, LLC
10.157*	Securities Purchase Agreement dated March 22, 2018 with Blue Citi, LLC
10.158*	Convertible Promissory Note dated March 29, 2018 with Concord Holding Group, LLC
10.159*	Securities Purchase Agreement dated March 29, 2018 with Concord Holding Group, LLC
10.160*	Amendment of the Multiple Convertible Promissory Notes dated March 28, 2018
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LITHIUM EXPLORATION GROUP, INC.
Date: March 2, 2018	/s/ Alexander Walsh
Date: May @@, 2018	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

5860

Filing Compare · Lithium Exploration Group, Inc.