UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

____________

[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934: For the quarterly period ended May 31, 2015

For the quarterly period ended February 28, 2015

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

For the transition period from ______ to _______

Commission File Number 000-52494

FORCE MINERALS CORPORATION

(Name of small business issuer in its charter)



Nevada		98-0462664
(State of incorporation)		(I.R.S. Employer Identification No.)

6302 Mesedge Drive, Colorado Springs, CO 80919

(Address of principal executive offices)

(970) 660-8197

(Registrant’s telephone number)

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



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

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

As of ~~March~~June 2522, 2015, there were 19168,~~156~~752,~~824~~650 shares of the registrant’s $0.001 par value common stock issued and outstanding.

FORCE MINERALS CORPORATION*

TABLE OF CONTENTS

		Page
PART I.FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2933
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3539
ITEM 4.	CONTROLS AND PROCEDURES	3539
PART II.OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	3540
ITEM 1A.	RISK FACTORS	3540
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3540
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3643
ITEM 4.	MINE SAFETY DISCLOSURES	3643
ITEM 5.	OTHER INFORMATION	3643
ITEM 6.	EXHIBITS	3743

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Force Minerals Corporation (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”FORC,” “Force Energy Corp.,” "our," "us," the "Company," refers to Force Minerals Corporation.

Part I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORCE MINERALS CORPORATION

(f/k/a Force Energy Corp.,)

(An Exploration State Company)

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Balance Sheets at February 28, 2015 and November 30, 2014	4
Condensed Balance Sheets at May 31, 2015 and November 30, 2014	4
Condensed Statements of Operations for the three months ended February 28, 2015, and 2014, and the period November 1, 2006 (date of exploration stage) through February 28, 2015	5
Condensed Statements of Operations for thethree months and six months ended May 31, 2015 and 2014, and the period November 1, 2006 (date of exploration stage) through May 31, 2015	5
Condensed Statements of Cash Flows for the three months ended February 28, 2015 and 2014 and the period November 1, 2006 (date of exploration stage) through February 28, 2015	7
Condensed Statements of Cash Flows for the six months ended May 31, 2015 and 2014 and the period November 1, 2006 (date of exploration stage) through May 31, 2015	7
Notes to the Condensed Financial Statements	8

FORCE MINERALS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
	February 28, 2015	November 30, 2014
	May 31, 2015	November 30, 2014
	(Unaudited)	(Audited)
ASSETS
Current Assets
Cash	$ ~~1,776~~16	$ -
Total Current Assets	$ ~~1,776~~16	$ -
Accounts receivable	$ 5,850	$ 5,850
Loan receivable	$ 98,106	$ -
Mineral property option	$ 1,500,099	$ 1,500,099
TOTAL ASSETS	$ 1,~~507~~604,~~725~~071	$ 1,505,949
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$ ~~220~~256,~~458~~146	$ 192,558
Advances payable	$ 20,000	$ 20,000
Due to related parties	$ ~~22,949~~715	$ 36,293
Convertible notes payable, net of discount	$ ~~977~~1,~~647~~473,231	$ 639,293
Derivative liabilities	$ ~~709~~956,~~439~~969	$ 310,270
Total Current Liabilities	$ 12,~~950~~707,~~493~~060	$ 1,198,413
Asset retirement obligation	$ 1819,~~496~~239	$ 19,523
Total Liabilities	$ 12,~~968~~726,~~990~~299	$ 1,217,936
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value 10,000,000 shares authorized	$ 4,000	$ 4,000
4,000,000 issued and outstanding at February 28, 2015
4,000,000 issued and outstanding at May 31, 2015
4,000,000 issued and outstanding at November 30, 2014
Common stock, $0.1 par value 750,000,000 authorized	$ 17,~~737~~994,~~623~~086	$ 1,384,823
17,376,225 shares issued and outstanding at February 28, 2015
79,940,864 shares issued and outstanding at May 31, 2015
13,848,234 shares issued and outstanding at November 30, 2014 (1)
Additional paid in capital	$ 5(849,~~203,134~~819)	$ 4,797,940
Deferred stock compensation	$ (64,112)	$ (64,112)
Accumulated other comprehensive income	$ 10,~~314~~256	$ 8,606
Deficit accumulated during the development stage	$ (78,~~352~~216,~~223~~639)	$ (5,843,244)
Total Stockholders' Equity	$ (~~461~~1,~~265~~122,229)	$ 288,013
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,~~507~~604,~~725~~071	$ 1,505,949

(1) All common share amounts and per share amounts in these financial statements, reflect the one hundred-for-one reverse stock splits of the issued and outstanding shares of the common stock of the Company, effective June 14, 2013 respectively, including retroactive adjustment of common share amounts. See Note 11.

See accompanying notes to the Condensed Consolidated Financial Statements

FORCE MINERALS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
			~~From Inception~~		From Inception
			~~(November 1, 2006)~~		(November 1, 2006)
	For The Three Months Ended		~~through~~For The Six Months Ended		through
	February 28, 2015	February 28, 2014	February 28, 2015
	May 31, 2015	May 31, 2014	May 31, 2015	May 31, 2014	May 31, 2015
Operating Expenses:
Accounting and audit fees	$ 13,~~771~~656	$ -15,450	$ ~~378~~5,~~111~~428	$ 15,450	$ 381,767
Accretion of ARO	$ ~~681~~685	$ ~~652~~667	$ 131,~~095~~366	$ 1,319	$ 13,780
Advertising and promotion	$ 45,~~199~~494	$ 18,000	$ ~~189~~90,~~199~~693	$ 36,000	$ 234,693
Bank charges	$ 25101	$ 2-	$ ~~5,693~~126	$ 2	$ 5,794
Consulting fees	$ ~~660,000~~-	$ 22,500	$ 1660,~~395,839~~000	$ 45,000	$ 1,395,839
Depreciation	$ -	$ -	$ ~~4,651~~-	$ -	$ 4,651
Investor relations	$ -	$ -	$ ~~61,443~~-	$ -	$ 61,443
Legal fees	$ 8,~~110~~678	$ -6,461	$ ~~472~~16,~~818~~788	$ 6,461	$ 481,496
Management fees	$ 60,000	$ 30,000	$ 1120,~~909,762~~000	$ 60,000	$ 1,969,762
Mineral property exploration costs	$ -	$ -	$ ~~114,250~~-	$ -	$ 114,250
Office expenses	$ -	$ -	$ ~~44,441~~-	$ -	$ 44,441
Officer compensation	$ 6,000	$ -	$ 612,000	$ -	$ 12,000
Oil and gas exploration costs	$ -	$ -	$ ~~15,000~~-	$ -	$ 15,000
Rent	$ ~~597~~-	$ -	$ ~~50,721~~597	$ -	$ 50,721
Tax penalties and interest	$ -	$ -	$ ~~1,096~~-	$ -	$ 1,096
Transfer and filing fees	$ ~~901~~3,032	$ ~~374~~365	$ 914,~~345~~257	$ 739	$ 94,701
Travel	$ -	$ -	$ ~~12,476~~-	$ -	$ 12,476
Write-off of oil and gas costs	$ -	$ -	$ ~~553,466~~-	$ -	$ 553,466
Total Operating Expenses	$ ~~783~~127,~~284~~646	$ 7193,~~528~~443	$ 5911,~~319,405~~254	$ 164,972	$ 5,447,375
Operating Loss	$ (~~783~~127,~~284~~646)	$ (7193,~~528~~443)	$ (5911,~~319,405~~254)	$ (164,972)	$ (5,447,375)
Other Income and Expense
Other income	$ -	$ -	$ ~~9,715~~-	$ -	$ 9,715
Interest income	$ -	$ -	$ ~~2,419~~-	$ -	$ 2,419
Interest expense	$ (~~582~~880,~~982~~736)	$ (9180,~~933~~458)	$ (1,~~762~~463,~~901~~718)	$ (172,391)	$ (2,643,637)
Total Other Income and Expense	$ (~~582~~880,~~982~~736)	$ (9180,~~933~~458)	$ (1,~~750~~463,~~768~~718)	$ (172,391)	$ (2,631,503)
Extraordinary Items
Debt forgiveness	$ -	$ -	$ ~~15,286~~-	$ -	$ 15,286
Loss on settlement of advance payable	$ -	$ -	$ ~~(30,000)~~-	$ -	$ (30,000)
Change in fair value of derivative liability	$ ~~(142~~144,~~712)~~289	$ (710,~~985)~~457	$ ~~(267~~1,~~336)~~577	$ 2,472	$ (123,047)
Total Extraordinary Items	$ ~~(142~~144,~~712)~~289	$ (710,~~985)~~457	$ ~~(282~~1,~~050)~~577	$ 2,472	$ (137,761)
Net Loss for the Period	$ (1864,~~508,979~~092)	$ (~~171~~163,~~446~~444)	$ (72,~~352~~373,~~223~~395)	$ (334,891)	$ (8,216,639)
Foreign currency exchange gain/(loss)	$ ~~1,708~~(59)	$ ~~1,539~~(498)	$ 101,~~314~~650	$ 1,041	$ 10,256
Comprehensive Loss for the Period	$ (1864,~~507,271~~151)	$ (~~169~~163,~~907~~943)	$ (72,~~341~~371,~~909~~746)	$ (333,850)	$ (8,206,384)
Net gain (loss) per share: Basic and diluted	$ (0.~~0998~~0267)	$ (0.~~0472~~0312)	$ (0.0996)	$ (0.0471)
Weighted average number of shares outstanding: Basic and diluted (2)	1532,~~097~~329,~~631~~059	35,~~597~~252,~~245~~238	23,808,023	7,088,813

(2) All common share amounts and per share amounts in these financial statements, reflect the one hundred-for-one reverse stock splits of the issued and outstanding shares of the common stock of the Company, effective June 14, 2013 respectively, including retroactive adjustment of common share amounts. See Note 11.

See accompanying notes to the Condensed Consolidated Financial Statements

FORCE MINERALS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			From Inception
			(November 1, 2006)
	For The Three Months Ended		through
	For The Six Months Ended		through
	February 28, 2015	February 28, 2014	February 28, 2015
	May 31, 2015	May 31, 2014	May 31, 2015
Operating activities:
Net loss for the period	$ (12,~~507~~371,~~271~~746)	$ (~~169~~333,~~907~~850)	$ (78,~~341~~206,~~909~~384)
Adjustment to reconcile net loss to net cash
used by operations
Accrued interest	$ 3677,~~904~~993	$ 613,~~579~~943	$ ~~306~~347,~~005~~094
Interest expense	$ ~~546~~1,~~078~~385,725	$ 85158,~~354~~448	$ 12,~~200~~039,~~195~~842
Accretion and elimination of discount on convertible notes	$ -	$ -	$ 248,100
Revaluation of derivative liability to fair value	$ ~~142~~(1,~~712~~577)	$ 7(2,~~985~~472)	$ ~~305~~161,~~936~~647
Consulting fees paid in stock	$ -	$ -	$ 634,227
Share based compensation	$ -	$ -	$ 825,000
Debt forgiveness	$ -	$ -	$ (15,286)
Accretion of ARO	$ ~~681~~1,366	$ ~~652~~1,319	$ 13,~~092~~777
Depreciation	$ -	$ -	$ 4,651
Write-off of oil and gas costs	$ -	$ -	$ 553,466
Accounts receivable	$ -	$ -	$ (5,850)
Loan receivable	$ (98,106)	$ -	$ (98,106)
Advance payable	$ -	$ -	$ 50,000
Accounts payable and accrued liabilities	$ 2763,~~901~~588	$ 2249,~~434~~034	$ ~~196~~232,~~417~~104
Net cash used by operating activities	$ (~~752~~942,~~994~~757)	$ (46113,~~903~~577)	$ (3,~~025~~215,~~955~~718)
Financing activities:
Proceeds from issuance of common stock	$ -	$ -	$ 1,419,000
Proceeds from issuance of preferred stock	$ -	$ -	$ 1,160,000
Convertible note payable	$ ~~769~~980,~~822~~000	$ 4896,000	$ 12,~~964~~174,~~808~~986
Settlement of Convertible note payable	$ -	$ -	$ 165,442
Cash acquired on reverse acquisition	$ -	$ -	$ 37,058
Due to related party	$ (1335,~~344~~578)	$ ~~465~~18,641	$ (3961,~~331~~565)
Net cash provided by financing activities	$ ~~756~~944,~~478~~422	$ 48114,~~465~~641	$ 4,~~706~~894,~~977~~921
Investing activities:
Property and Equipment	$ -	$ -	$ (4,651)
Mineral property option	$ -	$ -	$ (1,270,099)
Development costs of oil and gas properties	$ -	$ -	$ (387,517)
Net cash provided by investing activities	$ -	$ -	$ (1,662,267)
Effect of foreign currency translation	$ (1,~~708~~650)	$ (1,~~539~~041)	$ (16,~~979~~920)
Net increase/(decrease) in cash	$ ~~1,776~~16	$ 23	$ ~~1,776~~16
Cash, beginning of period	$ -	$ (23)	$ -
Cash, end of period	$ ~~1,776~~16	$ -(0)	$ ~~1,776~~16
The accompanying notes are an integral part of these financial statements

FORCE MINERALS CORPORATION

(formerly Force Energy Corp)

(An Exploration Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~February~~May 2831, 2015

(Unaudited)

Note 1 Interim Reporting

The unaudited condensed consolidated financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. All adjustments are of a normal recurring nature. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s audited consolidated financial statements for the fiscal year ended November 30, 2014. The Company assumes that the users of the interim consolidated financial information herein have read or have access to the audited financial statements for the preceding fiscal period and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s audited consolidated financial statements for the fiscal year ended November 30, 2014, has been omitted. The results of operations for the ~~nine-~~six month period ended ~~February~~May 2831, 2015 are not necessarily indicative of results for the entire year ending November 30, 2015.

Note 2 Nature of Operations and Going Concern

The Company was incorporated in the state of Nevada, United States of America on November 1, 2006. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties.

Effective December 28, 2006, the Board of Directors authorized a 3 for 1 forward stock split of the common shares. The authorized number of common shares increased from 90,000,000 to 270,000,000 common shares with a par value of $0.001. All references in the accompanying financial statements to the number of common shares have been restated to reflect the forward stock split.

On February 12, 2008, the Company acquired 100% of the common shares of Force Energy Corp., an inactive company incorporated in Nevada on July 19, 2005, for $100, to effect a name change of the Company. On February 12, 2008, the Company and Force Energy Corp filed articles of merger with the Secretary of State of Nevada to effectuate a merger between the two companies. The surviving entity of the merger was the Company. Immediately thereafter the Company changed its name to Force Energy Corp.

On June 6, 2013, the Board of Directors changed the name of the Company to Force Minerals Corporation. Also on June 6, 2013, the Board of Directors authorized a 100:1 reverse stock split of the common shares. The name change and reverse stock split received regulatory approval on June 28, 2013. The record date for the reverse stock split was June 14, 2013. The authorized number of common shares remained unchanged. All references in the accompanying financial statements to the number of common shares have been restated to reflect the reverse stock split.

On September 24, 2014, Mr. Tim DeHerrera, resigned from his position with the Company as President, Treasurer, and Secretary. His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On September 24, 2014, Mr. Nathan Lewis, was appointed as the Company’s President, Treasurer, Secretary and as a Director, to serve until the next annual meeting of the Shareholders and/or until his successor is duly appointed.

On February 19, 2015 the Company acquired Digital Mining Corporation, a developing Crypto Currency and Alternative Currency Mining. The acquisition will bring the Company into mining, mining pools, trading, and arbitrage across all crypto currencies. The Company through Digital Mining Corporation will develop a platform allowing ~~merchants accepting alternative currencies, through a subscription, the ability to confirm the authenticity of an alternative currency on a timely basis comparable to a credit card authorization.~~

merchants accepting alternative currencies, through a subscription, the ability to confirm the authenticity of an alternative currency on a timely basis comparable to a credit card authorization.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

As ~~ofFebruary~~ofMay 2831, 2015, the Company has a working capital deficit of $12,~~948~~707,~~717~~044. The Company has yet to achieve profitable operations, has accumulated losses of $78,~~352~~216,~~223~~639 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.

Note 3 Recent Developed Accounting Pronouncements

Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements.

Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our consolidated financial statements.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. The amendments in ASU No. 2013-05 resolve the diversity in practice about whether Subtopic 810-10, Consolidation—Overall, or Subtopic 830-30, Foreign Currency Matters—Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment ina foreign entity or no longer holds a controlling financial ~~interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in~~

interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) withina foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. The amendments in this standard is effective prospectively for fiscal years, and interim reporting periods within those years, beginning December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-05 will have on our consolidated financial statements.

On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted this amendment effective the current reporting period.

Note 4 Financial Instruments and Risk Management

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety

These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3- inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Financial assets and liabilities measured at fair value on a recurring basis:

	FAIR VALUE	~~FEBRUARY~~MAY 2831, 2015		NOVEMBER 30, 2014
	INPUT	CARRYING ESTIMATED		CARRYING ESTIMATED
	LEVEL	AMOUNT	FAIR VALUE	AMOUNT	FAIR VALUE
Derivative Liability	3	~~709~~956,~~439~~969	~~709~~956,~~439~~969	310,270	310,270
Total Financial Liabilities		$ ~~709~~956,~~439~~969	$ ~~709~~956,~~439~~969	$ 310,270	$ 310,270

In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments ~~in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.~~

in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

The carrying value of cash balances, accounts payable and accrued liabilities and due to related party approximates the fair value due to their short-term maturities.

Risk management is carried out by the Board of Directors. The Company's risk exposures and their impact on the Company's financial instruments are summarized below:


	a)	Credit risk

Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations.

The Company’s cash and cash equivalents and are primarily held in large financial institutions. Management believes that the credit risk with respect to cash and cash equivalents is remote.


	b)	Liquidity risk

The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company’s holdings of cash. As ~~ofFebruary~~ofMay 2831, 2015, the Company had cash totaling $~~1,776~~16 (November 30, 2014 - $0) to settle current liabilities of $12,~~950~~707,~~493~~040 (November 30, 2014 - $1,198,413). The Company believes it will be able to raise financing in order to settle its current liabilities as they fall due.


	c)	Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.


	i)	Interest rate risk

The Company has cash balances and no interest-bearing debt. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.


	ii)	Foreign currency risk

The Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

During the quarter ended May 31, 2013, the Company entered into a Property option agreement to acquire a mineral property in Mexico. Accordingly, future costs may be incurred in currencies other than its functional currency, which may result in increased exposure to foreign exchange risk.

The Company does not participate in any hedging activities to mitigate any gains or losses, which may arise as a result of exchange rate changes.


	iii)	Commodity Price risk

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. To mitigate price risk, the Company closely monitors commodity prices of precious metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

price movements and volatilities. To mitigate price risk, the Company closely monitors commodity prices of precious metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.


	d)	Mineral Property Risks

The Company has diligently investigated rights of ownership of all of its mineral property interests and, to the best of its knowledge, all agreements relating to such ownership rights are in good standing. However, all properties/concessions may be subject to prior claims, agreements or transfers, and rights of ownership may be affected by undetected defects.

standing. However, all properties/concessions may be subject to prior claims, agreements or transfers, and rights of ownership may be affected by undetected defects.

Mineral exploration and development is highly speculative and involves inherent risks. While rewards if a feasible ore body is discovered might be substantial, few properties that are explored are ultimately developed into producing mines. There can be no assurance that the current exploration programs by the Company will result in the discovery of economically viable quantities of ore.


	e)	Environmental Risk

Environmental legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new and future environmental legislation of the Company’s operation may cause additional expenses and restrictions.

If the restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production on the property may be diminished or negated.

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters. The Company may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties and properties in which it has previously had an interest, if any. The Company attempts to conduct its mineral exploration activities in compliance with applicable environmental protection legislation. The Company is not aware of any existing environmental problems related to any of its current or former properties, if any, interests that may result in material liability to the Company.


	f)	Geopolitical Risk

Certain of the Company’s property interests may from time to time be located in countries outside of Canada, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mining industry. Any changes in regulations or shifts in political attitudes may vary from country to country and are beyond the control of the Company and may adversely affect its business. Such changes have, in the past, included nationalization of foreign owned businesses and properties. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income and other taxes and duties, expropriation of property, environmental legislation and mine safety. These uncertainties may make it more difficult for the Company and its joint venture partners to obtain any required production financing for its mineral properties.

Note 5 Mineral Properties

a) Zoro Property – Manitoba Canada

On July 6, 2010, the Company entered into a Property Option Agreement (amended May 11, 2011) to acquire an option to purchase a 100% interest in the property known as the Zoro 1 property, a mineral property comprising 52 hectares (approximately 128.50 acres) in the Snow Lake region of Manitoba Canada. In order to exercise the option, the Company must pay cash or issue stock to the Optionor by the following dates:


	i)	$59,600 (Cdn$62,000) on signing the agreement (paid)


	ii)	$102,900 (Cdn$100,000) or issue 10,000 shares of common stock on or before June, 15, 2011. (10,000 shares issued with a fair value of $80,000)


	iii)	$50,500 cash (Cdn$50,000) and issue 75,000 common stock on or before June, 15, 2012. ($50,500 paid (Cdn$50,000) and 75,000 shares issued with a fair value of $150,000)


	iv)	$403,560 (Cdn$400,000) or issue a specified number of common shares still to be determined by the parties on or before June, 15, 2013

During the ~~three~~six month period ended ~~February~~May 2831, 2015, the Company incurred $0 (~~three~~six months ended ~~February~~May 2831, 2014 - $0) of exploration expenditures on the property.

The Company is currently negotiating the final cash or stock payment with the vendor since the deadline for the $403,560 payment is not made by the Company on June 15, 2013.There is no assurance that the vendor will accept the offer from the Company for the final payment.

b) La Predilecta; La Predilecta II; La Crus and La Cascada Properties – Mexico

On May 30, 2013, the Company entered into a Property Option Agreement to acquire an option to purchase a 100% interest in four mining concessions known as La Predilecta; La Predilecta II; La Crus and La Cascada comprising approximately 1,181 hectares in the Miahuatlan District, in the southern portion of Centrales Region within Oaxaca State Mexico. The Company will hold its interest via a wholly owned Mexican subsidiary, which is yet to be incorporated when the Optionor receives the $100,000 cash.

In order to exercise the option, the Company must pay cash or issue stock to the Optionor by the following dates:


	i)	$50,000 within 60 days of signing the agreement.


	ii)	$50,000 within 90 days of signing the agreement.


	iii)	Issue an aggregate of 4,000,000 shares of Preferred stock.

Each preferred share shall have an underlying voting right equivalent to 100 shares of Common stock and shall be convertible into 100 shares of Common stock.

As of this reporting period the initial $50,000 payment had been madeand is being paid by an outside investor. The remaining $50,000 is past due as of ~~February~~May 2831, 2015.

First payment of $50,000.00 has been paid. The Company is now waiting for Seller to verify the current standing with all taxes on the property. As soon as this is confirmed the Company will authorize second payment. Once the tax verification comes from the country of Mexico the Mexican subsidiary will be established and ownership of property will be held within the Mexican subsidiary.

Note 6 Advance Payable

On March 21, 2011, the Company received a cash advance of $20,000. The advance is unsecured, non-interest bearing and has no fixed repayment terms.

Note 7 Related Party Transactions

Amounts due to related parties comprise:

	February 28,	November 30,
	May 31,	November 30,
	2015	2014
Tim DeHerrera	$ 715	$ 715
Direct Capital	~~22,234~~-	35,578
	$ 22,949	$ 36,293
	$ 715	$ 36,293

All amounts due to related parties are unsecured, non-interest bearing and have no specific terms for repayment.

Note 8 Convertible Notes Payable

		February 28,	November 30,
		May 31,	November 30,
		2015	2014
Promissory Note #6		20,000	20,000
Promissory Note #7		20,000	20,000
Promissory Note #8		20,000	20,000
Promissory Note #10		30,000	30,000
Promissory Note #13		103,~~590~~895	12,710
Promissory Note #15		8747,~~325~~625	88,000
Promissory Note #16		10,325	11,000
Promissory Note #17		~~11,000~~-	11,000
Promissory Note #18		~~50,000~~-	50,000
Promissory Note #19		~~11,000~~-	11,000
Promissory Note #20		~~11,000~~-	11,000
Promissory Note #21		~~16,000~~-	16,000
Promissory Note #22		-	50,000
Promissory Note #23		16,000	16,000
Promissory Note #24		16,000	16,000
Promissory Note #25		16,000	16,000
Promissory Note #26		16,000	16,000
Promissory Note #27		16,000	16,000
Promissory Note #28		16,000	16,000
Promissory Note #29		~~48,000~~-	48,000
Promissory Note #30		75,000	75,000
Promissory Note #31		220,486	220,486
Promissory Note #32		300,000	-
Promissory Note #33		360,000	-
Promissory Note #34		75,000	-
Promissory Note #35		5339,~~832~~255	-
Promissory Note #36		30,000	-
		$ 1,555,558	$ 790,196
Promissory Note #37		13,500	-
	Debt discount	(698,561)	(234,649)
Promissory Note #38		25,000	-
	Accrued interest	120,650	83,746
Promissory Note #39		42,000	-
		$ 977,647	$ 639,293
Promissory Note #40		55,000	-
Promissory Note #41		19,194	-
Promissory Note #42		25,000	-
Promissory Note #43		31,500	-
Promissory Note #44		35,000	-
Promissory Note #45		51,861	-
Promissory Note #46		75,000	-
		$ 1,720,641	$ 790,196
	Debt discount	(389,758)	(234,649)
	Accrued interest	142,348	83,746
		$ 1,473,231	$ 639,293

As at ~~February~~May 2831, 2015 and November 30, 2014, convertible notes payable are recorded net of unamortized debt discount of $~~(698~~389,~~561)~~758 and $(234,649) respectively.

Promissory Note #6

On February 15, 2012, the Company received $20,000 cash and the Company issued a convertible promissory note in the amount of $20,000. The promissory note is unsecured, interest free and repayable upon demand.

Promissory Note #7

Promissory Note #8

Promissory Note #10

On March 20, 2012, the Company received $30,000 cash and the Company issued a convertible promissory note in the amount of $30,000. The promissory note is unsecured, interest free and repayable upon demand.

The note may be converted at the option of the holder into common stock of the Company. The fixed conversion price is $0.01 per share. Accordingly, the note may be converted into 3,000,000 common shares of the Company. The note also contains a provision whereby should the Company perform a stock split or reverse stock split, the conversion price of the note reverts to the lesser of 40% of market value at the time of conversion, or $0.01 per share. Accordingly, subsequent to the period end on June 14, 2013, this conversion provision was triggered.

The Company determined that Promissory notes # 6, 7, 8, and 10 should be accounted for in accordance with FASB ASC 470-20, which addresses “Accounting for Convertible Securities with Beneficial Conversion Features". The intrinsic value of the conversion feature is calculated as the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (being $0.05 for notes # 6, 7 and 8 and $0.02 for note 10), multiplied by the number of shares into which the debt is convertible. The valuation of the beneficial conversion feature is calculated as pro rata portion of the proceeds from issuance of the convertible debt, being equal to proceeds received multiplied by intrinsic value divided by the total value received (i.e. the aggregate of proceeds and intrinsic value). This beneficial conversion feature is allocated to debt discount and additional paid in capital. Because the debt is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of convertible notes of $0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was recorded in the financial statements, with a corresponding increase to additional paid in capital.

Promissory Note #13

On September 12, 2012, the Company received $75,000 cash and the Company issued a convertible promissory note in the amount of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 14, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~650~~973 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $1,~~077~~837) in interest expense.

After 180 days the note may be converted at the option of the holder into Common stock of the Company. The conversion price is defined as “50% multiplied by market price where market price is determined as the average of the lowest three bid prices during the ten trading days prior to the date of conversion”. The Company determined that the embedded conversion feature would be a derivative liability based upon its variable conversion terms once the holder’s conversion rights were triggered.

In March 2013, upon the holders’ option to convert becoming active, the Company recorded debt discount of $75,000, charged $1,800 to interest expense and also recorded a derivative liability of $76,800 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term on the note or to the date of conversion. The derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company recorded a loss of $1112,~~411~~374 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 – gain of $72,~~985~~472) due to the change in value of the derivative liability during the period.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company issued 14,~~352~~971,~~991common~~060 common shares upon the conversion of $28,~~120~~815 of the principal balance into common stock, and $1225,~~729~~179 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of ~~February~~May 2831, 2015, principal balance of $103,~~590~~895 (~~February~~May 2831, 2014 - $4330,~~037~~140), accrued interest of $15,~~224~~547 (~~February~~May 2831, 2014 - $89,~~258~~018) and a derivative liability of $197,~~253~~766 (~~February~~May 2831, 2014 - $6129,~~560~~565) was recorded.

Promissory Note #15

On June 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $88,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 1, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $48,~~744~~142 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $13,~~736~~510) in interest expense.

A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $481) was accreted to the statement of operations.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company issued ~~675~~4,225,000 common shares upon the conversion of $~~675~~5,375 of the principal balance into common stock.

AsOn ofMarch ~~February 28~~26, 2015, ~~principal~~the ~~amount~~Company oftransferred $8735,~~325 (February 28, 2014 - $88,~~000) ~~and accrued interest~~ of ~~$27,614~~the ~~(February~~note ~~28,~~balance ~~2014~~to -Adar $5Bays,~~246)~~ ~~was recorded~~LLC.

As of May 31, 2015, principal amount of $47,625 (May 31, 2014 - $88,000) and accrued interest of $31,012 (May 31, 2014 - $7,020) was recorded.

Promissory Note #16

On July 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~587~~1,160 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~217~~439) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company issued 675,000 common shares upon the conversion of $675 of the principal balance into common stock.

As of ~~February~~May 2831, 2015, principal amount of $10,325 (~~February~~May 2831, 2014 - $11,000) and accrued interest of $3,~~239~~811 (~~February~~May 2831, 2014 - $~~583~~805) was recorded.

Promissory Note #17

On August 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months endedMay 31, 2015, the Company accrued $703 (six months endedMay 31, 2014 - $439) in interest expense.

endedFebruary 28, 2015, the Company accrued $597 (three months endedFebruary 28, 2014 - $217) in interest expense.

AsOn ofMarch ~~February 28~~16, 2015, ~~principal~~the ~~amount~~Company oftransferred $11,000 ~~(February~~of ~~28,~~the ~~2014~~principal -balance and $112,~~000)~~262 ~~and~~of ~~accrued~~ interest ofto ~~$3,043~~Service ~~(February~~Trading 28Company, ~~2014 - $509) was recorded~~LLC.

As of May 31, 2015, principal amount of $0 (May 31, 2014 - $11,000) and accrued interest of $887 (May 31, 2014 - $731) was recorded.

Promissory Note #18

On August 7, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $50,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 7, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $23,~~712~~195 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~986~~1,994) in interest expense.

As of ~~February~~May 2831, 2015, principal amount of $~~50,000~~0 (~~February~~May 2831, 2014 - $50,000) and accrued interest of $139,~~650~~003 (~~February~~May 2831, 2014 - $23,~~246~~254) was recorded.

Promissory Note #19

On September 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~597~~703 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~217~~439) in interest expense.

AsOn ofMarch ~~February 28~~16, 2015, ~~principal~~the ~~amount~~Company oftransferred $11,000 ~~(February~~of ~~28,~~the ~~2014~~principal -balance ~~$11,000)~~ and ~~accrued interest of~~ $2,~~847~~262 ~~(February~~of ~~28,~~interest ~~2014~~to -Service ~~$434)~~Trading ~~was~~Company, ~~recorded~~LLC.

As of May 31, 2015, principal amount of $0 (May 31, 2014 - $11,000) and accrued interest of $691 (May 31, 2014 - $656) was recorded.

Promissory Note #20

On October 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~597~~703 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~217~~439) in interest expense.

AsOn ofMarch ~~February 28~~16, 2015, ~~principal~~the ~~amount~~Company oftransferred $11,000 ~~(February~~of ~~28,~~the ~~2014~~principal -balance ~~$11,000)~~ and ~~accrued~~$250 of interest ofto ~~$2,647~~GW ~~(February~~Holdings 28Group, ~~2014 - $362) was recorded~~LLC.

As of May 31, 2015, principal amount of $0 (May 31, 2014 - $11,000) and accrued interest of $2,503 (May 31, 2014 - $584) was recorded.

Promissory Note #21

On November 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,022 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~316~~639) in interest expense.

AsOn ofMarch ~~February 28~~16, 2015, ~~principal~~the ~~amount~~Company oftransferred $16,000 ~~(February~~of ~~28,~~the ~~2014~~principal -balance ~~$16,000)~~ and ~~accrued~~$250 of interest ofto ~~$3,557~~GW ~~(February~~Holdings 28Group, ~~2014 - $418) was recorded~~LLC.

As of May 31, 2015, principal amount of $0 (May 31, 2014 - $16,000) and accrued interest of $3,461 (May 31, 2014 - $741) was recorded.

Promissory Note #22

On November 30, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $50,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $2,381 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~986~~1,994) in interest expense.

On February 17, 2015, the Company transferred $50,000 of the ~~note~~principal balance ofand $504,~~000~~822 of interest to Union Capital, LLC.

As of ~~February~~May 2831, 2015, principal amount of $0 (~~February~~May 2831, 2014 - $50,000) and accrued interest of $95,~~910~~088 (~~February~~May 2831, 2014 - $~~986~~1,994) was recorded.

Promissory Note #23

On December 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,755 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~312~~635) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $16,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $~~7,871~~0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $015,955) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $16,000 (~~February~~May 2831, 2014 - $16,000) and accrued interest of $34,~~258~~145 (~~February~~May 2831, 2014 - $~~312~~635) was recorded.

Promissory Note #24

On January 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,755 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $~~203~~526) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $16,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $514,~~043~~138) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $16,000 (~~February~~May 2831, 2014 - $16,000) and accrued interest of $23,~~969~~856 (~~February~~May 2831, 2014 - $~~203~~526) was recorded.

Promissory Note #25

On February 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,755 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $95418) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $16,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $211,~~348~~337) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $16,000 (~~February~~May 2831, 2014 - $16,000), accrued interest of $23,~~670~~557 (~~February~~May 2831, 2014 - $95418) was recorded.

Promissory Note #26

On March 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,755 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0319) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $016,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $07,913) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $16,000 (~~February~~May 2831, 2014 - $016,000) and accrued interest of $23,~~378~~265 (~~February~~May 2831, 2014 - $0)319 was recorded.

Promissory Note #27

On April 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,755 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0210) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $016,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (six months endedMay 31, 2014 - $5,246) was accreted to the statement of operations.

~~increase~~As toof ~~additional~~May ~~paid~~31, ~~in capital~~2015, ~~and~~principal ~~debt~~amount ~~discount~~ of $016,000 (~~three~~May ~~months endedFebruary 28~~31, 2014 - $0) ~~was~~and ~~accreted~~accrued tointerest ~~the~~of ~~statement~~$2,976 of(May ~~operations~~31, 2014 - $210) was recorded.

As of February 28, 2015, principal amount of $16,000 (February 28, 2014 - $0) and accrued interest of $2,088 (February 28, 2014 - $0) was recorded.

Promissory Note #28

On May 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~868~~1,755 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0105) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $016,000) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $02,609) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $16,000 (~~February~~May 2831, 2014 - $016,000) and accrued interest of $12,~~793~~680 (~~February~~May 2831, 2014 - $0105) was recorded.

Promissory Note #29

On June 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $24,~~604~~282 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $132 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

AsOn ofApril ~~February 28~~27, 2015, ~~principal~~the ~~amount~~Company oftransferred $48,000 ~~(February 28, 2014 - $0), accrued interest~~ of ~~$4,519~~the ~~(February~~principal ~~28,~~balance ~~2014 - $0)~~ and ~~debt discount of~~ $~~132 (February 28~~3,861 ~~2014~~of -interest ~~$0)~~to ~~was~~Union ~~recorded~~Capital, LLC.

As of May 31, 2015, principal amount of $0 (May 31, 2014 - $0) and accrued interest of $2,335 (May 31, 2014 - $0) was recorded.

Promissory Note #30

On October 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months endedMay 31, 2015, the Company accrued $4,718 (six months endedMay 31, 2014 - $0) in interest expense.

endedFebruary 28, 2015, the Company accrued $1,479 (three months endedFebruary 28, 2014 - $0) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 (~~February~~May 2831, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $4150,~~435~~275 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $75,000 (~~February~~May 2831, 2014 - $0), accrued interest of $25,~~466~~704 (~~February~~May 2831, 2014 - $0) and debt discount of $~~8,840~~0 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #31

On October 1, 2014, the Company entered into a Convertible Promissory note with New Venture Attorneys, PC in the sum of $220,486. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2015. The note also contains customary events of default. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $48,~~349~~795 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $294,767 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company recorded a loss of $~~274~~111,~~374~~842 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $75147,~~716~~670 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal balance of $220,486 (~~February~~May 2831, 2014 - $0), accrued interest of $711,~~249~~695 (~~February~~May 2831, 2014- $0), debt discount of $~~108~~36,~~526~~572 (~~February~~May 2831, 2014 - $0) and a derivative liability of $~~564~~401,~~073~~541 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #32

On January 1, 2015 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $300,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $39,~~814~~863 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $300,000 (~~February~~May 2831, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $96265,~~133~~084 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $300,000 (~~February~~May 2831, 2014 - $0), accrued interest of $39,~~814~~863 (~~February~~May 2831, 2014 - $0) and debt discount of $~~203~~34,~~867~~916 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #33

On January 1, 2015 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $411,~~576~~836 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $360,000 (~~February~~May 2831, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $~~115~~318,~~359~~100 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $360,000 (~~February~~May 2831, 2014 - $0), accrued interest of $411,~~576~~836 (~~February~~May 2831, 2014 - $0) and debt discount of $~~244~~41,~~641~~900 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #34

On January 2, 2015 the Company entered into a Convertible Promissory Note with Direct Capital in the sum of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 2, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~937~~2,449 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $75,000 (~~February~~May 2831, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $2365,~~619~~916 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal amount of $75,000 (~~February~~May 2831, 2014 - $0), accrued interest of $~~937~~2,449 (~~February~~May 2831, 2014 - $0) and debt discount of $519,~~381~~084 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #35

On February 17, 2015, the Company arranged a debt swap under which a Direct Capital Group note in the amount of $50,000 in principal and $4,822 in interest was transferred to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $54,822 from Union Capital, LLC, which ~~includes $4,822 in legal fees,~~ accrues interest at an annual rate of 8% and has a maturity date of February 17, 2016. The note also contains customary events of default. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $~~131~~1,182 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $177,731 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company recorded a gain of $90104,~~945~~327 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $227,~~612~~810 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company issued ~~825~~18,625,000 common shares upon the conversion of $~~990~~15,567 of the principal balance and $275 of interest into common stock, and $530,~~804~~799 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of ~~February~~May 2831, 2015, principal balance of $5339,~~832~~255 (~~February~~May 2831, 2014 - $0), accrued interest of $~~131~~907 (~~February~~May 2831, 2014- $0), debt discount of $5227,~~210~~012 (~~February~~May 2831, 2014 - $0) and a derivative liability of $8042,~~982~~605 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #36

On February 17, 2015, the Company entered into a Convertible Promissory note with Union Capital, LLC in the sum of $30,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 17, 2016. The note also contains customary events of default. During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company accrued $72677 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $97,259 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the ~~three~~six months ~~endedFebruary~~endedMay 2831, 2015, the Company recorded a gain of $5246,~~128~~796 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $~~904~~9,115 (~~three~~six months ~~endedFebruary~~endedMay 2831, 2014 - $0) was accreted to the statement of operations.

As of ~~February~~May 2831, 2015, principal balance of $30,000 (~~February~~May 2831, 2014 - $0), accrued interest of $72677 (~~February~~May 2831, 2014- $0), debt discount of $2920,~~096~~885 (~~February~~May 2831, 2014 - $0) and a derivative liability of $4550,~~131~~463 (~~February~~May 2831, 2014 - $0) was recorded.

Promissory Note #37

On March 16, 2015, the Company arranged a debt swap under which two Direct Capital Group notes in the amount of $27,000 in principal and $500 in accrued interest was transferred to GW Holdings Group, LLC. Under the terms of the note, the Company has borrowed a total of $27,500 from GW Holding Group, LLC, which accrues interest at an annual rate of 8% and has a maturity date of March 16, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $365 (six months endedMay 31, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $49,259 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedMay 31, 2015, the Company recorded a loss of $5,600 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $16,803 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

During the six months endedMay 31, 2015, the Company issued 14,570,458 common shares upon the conversion of $14,000 of the principal balance and $130 of interest into common stock, and $29,931 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of May 31, 2015, principal balance of $13,500 (May 31, 2014 - $0), accrued interest of $235 (May 31, 2014- $0), debt discount of $10,697 (May 31, 2014 - $0) and a derivative liability of $24,928 (May 31, 2014 - $0) was recorded.

Promissory Note #38

On March 16, 2015, the Company entered into a Convertible Promissory note with GW Holdings Group, LLC in the sum of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $416 (six months endedMay 31, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $44,781 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedMay 31, 2015, the Company recorded a loss of $1,381 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $5,191 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

As of May 31, 2015, principal balance of $25,000 (May 31, 2014 - $0), accrued interest of $416 (May 31, 2014- $0), debt discount of $19,809 (May 31, 2014 - $0) and a derivative liability of $46,162 (May 31, 2014 - $0) was recorded.

Promissory Note #39

On March 16, 2015, the Company arranged a debt swap under which a Syndication Capital note in the amount of $50,000 in principal and $5,129 in accrued interest was transferred to LG Capital Funding, LLC. Under the terms of the note, the Company has borrowed a total of $55,129 fromLG Capital Funding, LLC, which accrues interest at an annual rate of 8% and has a maturity date of March 16, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $819 (six months endedMay 31, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $98,749 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedMay 31, 2015, the Company recorded a loss of $6,937 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $21,850 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

During the six months endedMay 31, 2015, the Company issued 12,574,837 common shares upon the conversion of $13,129 of the principal balance and $118 of interest into common stock, and $28,133 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of May 31, 2015, principal balance of $42,000 (May 31, 2014 - $0), accrued interest of $701 (May 31, 2014- $0), debt discount of $33,279 (May 31, 2014 - $0) and a derivative liability of $77,553 (May 31, 2014 - $0) was recorded.

Promissory Note #40

On March 16, 2015, the Company entered into a Convertible Promissory note withLG Capital Funding, LLC in the sum of $55,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $916 (six months endedMay 31, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $98,518 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedMay 31, 2015, the Company recorded a loss of $3,039 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $11,421 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

As of May 31, 2015, principal balance of $55,000 (May 31, 2014 - $0), accrued interest of $916 (May 31, 2014- $0), debt discount of $43,579 (May 31, 2014 - $0) and a derivative liability of $101,557 (May 31, 2014 - $0) was recorded.

Promissory Note #41

On March 16, 2015, the Company arranged a debt swap under which two Direct Capital notes in the amount of $22,000 in principal and $4,525 in accrued interest was transferred to Service Trading Company, LLC. Under the terms of the note, the Company has borrowed a total of $26,525 fromService Trading Company, LLC, which accrues interest at an annual rate of 8% and has a maturity date of March 16, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $379 (six months endedMay 31, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $47,512 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedMay 31, 2015, the Company recorded a loss of $3,013 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $11,317 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

During the six months endedMay 31, 2015, the Company issued 6,208,851 common shares upon the conversion of $7,331 of the principal balance and $31 of interest into common stock, and $15,084 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of May 31, 2015, principal balance of $19,194 (May 31, 2014 - $0), accrued interest of $348 (May 31, 2014- $0), debt discount of $15,208 (May 31, 2014 - $0) and a derivative liability of $35,441 (May 31, 2014 - $0) was recorded.

Promissory Note #42

On March 16, 2015, the Company entered into a Convertible Promissory note withService Trading Company, LLC in the sum of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $416 (six months endedMay 31, 2014 - $0) in interest expense.

Promissory Note #43

On March 26, 2015, the Company arranged a debt swap under which a Direct Capital note in the amount of $35,000 was transferred to Adar Bays, LLC. Under the terms of the note, the Company has borrowed a total of $35,000 fromAdar Bays, LLC, which accrues interest at an annual rate of 8% and has a maturity date of March 26, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $475 (six months endedMay 31, 2014 - $0) in interest expense.

Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $62,372 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the six months endedMay 31, 2015, the Company recorded a loss of $1,724 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $9,180 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

During the six months endedMay 31, 2015, the Company issued 4,242,424 common shares upon the conversion of $3,500 of the principal balance into common stock, and $5,932 of the derivative liability was re-classified as additional paid in capital upon conversion.

As of May 31, 2015, principal balance of $31,500 (May 31, 2014 - $0), accrued interest of $475 (May 31, 2014- $0), debt discount of $25,820 (May 31, 2014 - $0) and a derivative liability of $58,164 (May 31, 2014 - $0) was recorded.

Promissory Note #44

On March 26, 2015, the Company entered into a Convertible Promissory note withAdar Bays, LLC in the sum of $35,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 26, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $506 (six months endedMay 31, 2014 - $0) in interest expense.

During the six months endedMay 31, 2015, the Company recorded a loss of $2,255 (six months endedMay 31, 2014 - $0) due to the change in value of the derivative liability during the period, and a debt discount of $6,311 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

As of May 31, 2015, principal balance of $35,000 (May 31, 2014 - $0), accrued interest of $506 (May 31, 2014- $0), debt discount of $28,689 (May 31, 2014 - $0) and a derivative liability of $64,627 (May 31, 2014 - $0) was recorded.

Promissory Note #45

On April 27, 2015, the Company arranged a debt swap under which a Direct Capital note in the amount of $48,000 in principal and $3,861 in accrued interest was transferred to Union Capital, LLC. Under the terms of the note, the Company has borrowed a total of $51,861 fromUnion Capital, LLC, which accrues interest at an annual rate of 8% and has a maturity date of April 27, 2016. The note also contains customary events of default. During the six months endedMay 31, 2015, the Company accrued $386 (six months endedMay 31, 2014 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 60% of the market price, where market price is defined as “the lowest closing bid price on the OTCBB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of May 31, 2015, principal balance of $51,861 (May 31, 2014 - $0) and accrued interest of $386 (May 31, 2014- $0) was recorded.

Promissory Note #46

On May 31, 2015 the Company entered into a Convertible Promissory Note with Rancho Capital Management in the sum of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the six months endedMay 31, 2015, the Company accrued $0 (six months endedMay 31, 2014 - $0) in interest expense.

During the six months endedMay 31, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $22,500 (May 31, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital, and debt discount of $0 (six months endedMay 31, 2014 - $0) was accreted to the statement of operations.

As of May 31, 2015, principal amount of $75,000 (May 31, 2014 - $0), accrued interest of $0 (May 31, 2014 - $0) and debt discount of $22,500 (May 31, 2014 - $0) was recorded.

Note 9 Derivative Liabilities

The Company issued financial instruments in the form of convertible notes with embedded conversion features. Many of the convertible notes payable have conversion rates, which are indexed to the market value of the Company’s stock price.

During the ~~three~~six month period ended ~~February~~May 2831, 2015, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $84783,~~822~~334 (year ended November 30, 2014 - $~~220~~294,~~486~~767). During the ~~three~~six month period ended ~~February~~May 2831, 2015,$468,~~460~~946 (year ended November 30, 2014, $51,350) of convertible notes payable principal and accrued interest was converted into common stock of the Company. For the ~~three~~six month period ended ~~February~~May 2831, 2015, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $18135,~~533~~058 (year ended November 30, 2014 - $91,498) was re-classed to additional paid in capital on the date of conversion in the statement of shareholders’ deficit. During the ~~three~~six month period ended ~~February~~May 2831, 2015, the Company recognized a ~~loss~~gain of $~~142~~1,~~712~~577 (year ended November 30, 2014–loss of $16,704) based on the change in fair value (mark-to market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP ASC 815. The valuation assumptions are determined by Level 3 inputs. The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:

	February 28,	November 30,
	May 31,	November 30,
	2015	2014
Balance, beginning of year	$ 310,270	$ 90,297
Initial recognition of derivative liability	~~274~~783,~~990~~334	294,767
Conversion of derivative instruments to Common Stock	(18135,~~533~~058)	(91,498)
Mark-to-Market adjustment to fair value	~~142~~(1,~~712~~577)	16,704
Balance, end of year	$ ~~709~~956,~~439~~969	$ 310,270

Note 10 Asset Retirement Obligations

During the period November 2007 to October 2009, the Company acquired in tranches a 50% working interest in the Hayter 10-8-40-1 W4M oil and gas well in Alberta Canada, known as the “Hayter Prospect”. During the ~~quarter~~year ended ~~February~~November 2830, ~~2013~~2012, due to financial restrictions in the current capital markets, management determined the focus of the Company in the future would predominantly be the exploration and development of the Zoro Mineral Property, and as the Company had no current plans to further develop the Hayter property, the Company recorded an impairment provision of $135,427 during the fiscal year ended November 30, 2012, resulting in the book value of the Hayter prospect being $0 at November 30, 2012. As of ~~August~~May 31, ~~2014~~2015 and November 30, ~~2013~~2014, the Company determined the asset retirement obligation to be $19,~~761~~239 and $1819,~~861~~523, respectively.

Total future asset retirement obligations were estimated by management based on the Company’s net ownership interest, estimated costs to reclaim and abandon the wells and the estimated timing of the costs to be incurred in future periods. The Company has estimated the net present value of its total asset retirement obligations at February 28, 2013 to be $16,889 based on a total undiscounted liability of $17,057 (Cdn$17,500) in the Hayter Prospect, Alberta, Canada. These payments are expected to be made over the next seven years, with the majority of the cost incurred between 2016 and 2019.

The Company’s credit adjusted risk free rate of 15% and an inflation rate of 8% were used to calculate the present value of the asset retirement obligation.

	February 28,	November 30,
	May 31,	November 30,
	2015	2014
Balance, beginning of year	$ 19,523	$ 18,861
Liabilities incurred	-	-
Accretion expense	~~681~~1,366	2,728
Effect of foreign exchange	(1,~~708~~650)	(2,066)
Balance, end of year	$ 1819,~~496~~239	$ 19,523

Note 11 Capital Stock

Authorized

10,000,000 Preferred shares, par value $0.001 – 4,000,000 issued

(November 30, 2014 – 4,000,000 shares issued)

750,000,000 Common shares par value $0.10 –1779,~~376~~940,~~225~~864 issued

(November 30, 2014 – 13,848,234 shares issued)

On June 6, 2013, the Board of Directors authorized a 100:1 reverse stock split of the common shares. The reverse stock split received regulatory approval on June 28, 2013. The record date for the reverse stock split was June 14, 2013. The authorized number of common shares remained unchanged. All references in the accompanying financial statements to the number of common shares have been restated to reflect the reverse stock split.

Issued

Preferred Stock

On May 14, 2013, the Company issued 4,000,000 preferred shares pursuant to the Mexican mineral property option agreement. Each share has an underlying voting right equivalent to 100 common shares, and is convertible into 100 common shares of the Company.

Common Stock

Between December 12, 2012 and November 30, 2013, the Company issued an aggregate of 245,868 common shares with an aggregate fair value of $100,200, upon the conversion of $50,000 of a convertible note, which was due upon demand.

Between January 12, 2013, and August 31, 2013, the Company issued 192,576 common shares with an aggregate fair value of $86,500, upon the conversion of accrued interest of $1,700 and $42,500 principal of a convertible note.

Between May 2, 2013 and August 31, 2013, the Company issued 189,679 common shares with an aggregate fair value of $51,300, upon the conversion of $25,900 of a convertible note.

Between June 1, 2013, and August 31, 2013, the Company issued 236,102 common shares upon the conversion of accrued interest of $900 and $16,600 principal of a convertible note.

Between September 1, 2013, and November 30, 2013, the Company issued 558,167 common shares upon the conversion of principal of $10,940 of a convertible note.

Between December 1, 2013, and February 28, 2014, the Company issued 1,388,584 common shares upon the conversion of principal of $21,023 of a convertible note.

Between March 1, 2014, and May 31, 2014, the Company issued 2,489,410 common shares upon the conversion of principal of $12,897 of a convertible note.

Between June 1, 2014, and August 31, 2014, the Company issued 2,451,940 common shares upon the conversion of principal of $8,540 of a convertible note.

Between September 1, 2014, and November 30, 2014, the Company issued 4,513,690 common shares upon the conversion of principal of $8,890 of a convertible note.

Between December 1, 2014, and February 28, 2015, the Company issued 3,257,991 common shares upon the conversion of principal and interest of $4,460 of convertible notes.

Between March 1, 2015 and May 31, 2015, the Company issued 66,092,630 common shares upon the conversion of principal and interest of $68,946 of convertible notes.

Note 12Supplemental Disclosure with Respect to Cash Flows

During the ~~three~~six month period ended ~~August~~May 31, ~~2014~~2015, the following non-cash investing and financing activities occurred:

i) An aggregate of 366,~~527~~092,~~991~~630 common shares were issued ~~with~~upon ~~a fair value of $18,533upon~~ the conversion into stock of $468,~~460~~946 of the principal and interest of convertible notes payable.

Note 13 Commitment

On May 5, 2012, the Company entered into a consultancy agreement with Primary Capital LLC. (“Primary”), whereby Primary would provide financial advisory and investment banking services to the Company for a period of two years commencing May 7, ~~2013~~2012. Pursuant to the agreement, the Company paid Primary a non-refundable signing fee of $10,000 and issued Primary common stock equivalent to 4.9% (the “Applicable Percentage”) of the common shares on a fully diluted basis after giving effect to the conversion of all outstanding derivative securities at the time of inception of the agreement.


		Accordingly, on May 5, 2012, 26,919 common shares were issued with a fair value of $53,838.

Pursuant to the agreement should the Company issue further potentially dilutive derivative instruments, or issue stock from treasury at any time, then within 5 days of the end of the fiscal quarter in which such instruments or stock was issued, the Company will issue to Primary additional common shares (the “Adjustment shares”) such that Primary continues to hold common stock equivalent to the Applicable Percentage.

Should the Board of Directors grant options, warrants or other securities pursuant to a restricted stock purchase plan or stock option plan approved by the stockholders and Board of Directors of the Company, to employees or Directors such grants shall be considered Excluded Securities for the purposes of determining the Applicable Percentage and the calculation of Adjustment shares in future periods.

Also if the Company completes any financing during the engagement period and also within 2 years of the termination of the agreement with any party introduced to the Company by Primary, Primary will be entitled to:


	i)	a cash fee of 8% of the gross proceeds of the financing,


	ii)	a 5 year warrant to purchase that number of shares equal to 8% of the number of shares issued in the financing on the same terms as the financing. Any such warrant issued will be in a form provided by Primary and may include terminology allowing for full ratchet anti-dilution provisions, standard and cashless exercise provisions and the same registration rights as received by the original investors.

The agreement can be terminated by either party by providing written notice at any time after the first anniversary of the agreement if either party is in breach of the agreement and fails to cure such breach within 15 days after it receives notice of such breach. During the quarter ended May 31, 2013, the Company terminated the contract.

On October 1, 2014, the Company entered into a consulting contract with Nathan Lewis. Mr. Lewis will act as the President, Treasurer, Secretary, and Director for the Company. The Company will distribute the equivalent in $2,000 restricted common stock for each month.

On December 1, 2014, the Company entered into a consulting contract with Zoom Companies, Inc. The Company will distribute the equivalent in $10,000 in duly authorized, validly issued, fully paid and non-assessable common stock for each month.

Note 14 Subsequent Events

On March 9, 2015 the Company acquired Crypto Currency CandyCoin, a digital crypto currency company and its digital mining assets and intellectual properties.

On March 16, 2015 the Company entered into a Promissory Note with LG Capital Funding, LLC in the sum of $55,129. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016.

On March 16, 2015 the Company entered into a Promissory Note with LG Capital Funding, LLC in the sum of $55,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016.

On March 16, 2015 the Company entered into a Promissory Note with GW Holdings Group, LLC in the sum of $27,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016.

On March 16, 2015 the Company entered into a Promissory Note with GW Holdings Group, LLC in the sum of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 16, 2016.

Note 15 Prior Year Restatement


	i)	Mineral Property Option Costs


		The Company reviewed its accounting policy for the capitalization of mineral option costs, and has determined that the mineral option costs incurred in the year ended November 30, 2010, amounting to $59,600 were expensed, when they should have been capitalized and accordingly, the results for the year ended November 30, 2010, were restated. The effect of the restatement was to increase the value of the Mineral Property Option by $59,600 at November 30, 2010, 2011 and 2012 and to reduce the loss for the year ended November 30, 2010 by $59,600, resulting in the accumulated deficit being reduced by $59,600 at November 30, 2010, 2011 and 2012, respectively.


	ii)	Convertible Notes Payable


		The Company has determined that certain transactions relating to the convertible notes payable were not correctly accounted for in the three and nine month periods ended May 31, 2012 and accordingly the results of the nine and three month periods ended May 31, 2012 have been restated.

The Company did not recognize any embedded derivative liabilities arising upon the inception or during the term of certain convertible notes payable. As a result of this, at May 31, 2012, the value of the convertible notes on the balance sheet was overstated by $150,724 and derivative liabilities were understated by $170,900.

In the condensed consolidated statement of loss, for the nine month period ended May 31, 2012 accretion of convertible debt and interest discount expense was overstated by $68,311, interest expense on beneficial conversion feature of convertible notes was overstated by $140,000 gain on elimination of convertible debt was overstated by $21,888 and interest expense was understated by $162,868. Finally, the loss on change in fair value of derivative liability was understated by $40,200.

In the condensed consolidated statement of loss, for the three month period ended May 31, 2012 accretion of convertible debt and interest discount expense was overstated by $30,630, interest expense on beneficial conversion feature of convertible notes was overstated by $50,000 gain on elimination of convertible debt was overstated by $21,888 and interest expense was understated by $66,434. Finally the loss on change in fair value of derivative liability was understated by $21,000.


	iii)	Accumulated Other Comprehensive Income


		The Company also determined the accounting for foreign exchange with respect to the translation adjustments arising on the translation of its Canadian subsidiary had been incorrectly recorded. Such gains or losses arising had been included in the operations of the year, rather than being treated as elements of other comprehensive income, which forms a separate part of equity.


		As a result of the restatement, the Company has increased the balance of other comprehensive income at November 30, 2011 by $6,388 and also increased the accumulated deficit by a corresponding amount. During the nine month period ended May 31, 2012, foreign exchange charged to the income statement was reduced by $830 and a corresponding reduction to accumulated comprehensive income was recorded. During the three month period ended May 31, 2012, foreign exchange credited to the income statement was reduced by $454 and a corresponding increase to accumulated comprehensive income was recorded.

The net effect of the above restatements at May 31, 2012 is to increase the carrying value of the mineral property by $59,600 to $139,600, reduce the carrying value of the convertible notes payable from $357,432 to $206,708 and to increase the derivative liability from $0 to $170,900. Accumulated other comprehensive income increased from $0 to $6,561. Also the previously reported loss for the nine month period ended May 31, 2012, was increased by $16,095 to $416,491 and the previously reported loss for the three month period ended May 31, 2012 increased by $29,145 to $221,476. The previously reported accumulated deficit at May 31, 2012 decreased by 44,176 from $3,300,141 to $3,255,965.

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

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors, which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Company Overview

We are currently engaged in the business of identifying, evaluating, and qualifying potential mineral properties and investing in interests in those properties with the goal of producing commercially marketable quantities of various types of minerals.

The Hayter Well

We presently hold a 50% working interest of the County Line Energy Corp. interest in the Hayter Well located in Alberta, Canada. However, for the time being we have decided to abandon our pursuit of extracting oil and gas from this or any other oil and gas property. Instead, we plan to focus our efforts on our current mineral properties.

Zoro 1 Mineral Claim

On July 6, 2010, we entered into an option agreement with Dalton Dupasquier, pursuant to which Mr. Dupasquier has granted to us the sole and exclusive right and option, exercisable in the manner described below, to acquire a 100% net undivided interest in the property known as the Zoro 1 mineral claim, located near the East Shore of Wekusko Lake in west-central Manitoba, Canada.


Amount of Payment	Date Payment is Due	Additional Notes
$59,600	July 6, 2010	This amount was paid.
$102,900	June 15, 2011	This amount was paid in 1,000,000 shares of common stock.
$194,800	June 15, 2012	This amount was agreed to be paid in $50,500 and 7,500,000 shares of common stock. We have paid $50,500 and issued 7,500,000 shares of common stock.
$403,560	June 15, 2013	We did not make the payment as of June 15, 2013. We are in negotiations to extend the payment date. No assurance can be made, however, that we will come to terms with Mr. Dupasquier. As such, we may lose our option on the property. Company is confident that this will not impact its ability to retain property.

During the year ended November 30, 2012, we incurred $8,639 on exploration expenditures on the property. During the ~~ninemonths~~sixmonths ended May 31, ~~2014~~2015, we incurred $0 on exploration expenditures on the property.

We have no rights to the Zoro 1 mineral claim unless and until we exercise the option.

We acquired the option to explore the potential for deposits of lithium on the Zoro 1 mineral claim. According to the United States Geological Survey (USGS), global end-use markets for lithium include ceramics and glass, batteries, lubricating greases, air treatment, continuous casting and primary aluminum production. Batteries, especially rechargeable batteries, are the market for lithium compounds with the largest growth potential as major automobile companies pursue the development of lithium batteries to power hybrid electric cars.

In September 2009, we received a Technical Report on the Zoro 1 mineral claim. The report was authored by Mr. Mark Fedikow, PhD., and P.Eng. of Mount Morgan Resources Ltd. The objectives of the report were to summarize the geology, review the historic ore reserves, and economic potential of the spodumene-bearing dykes delineated on the property and their surrounding geological environment.

A historic reserve estimate for Lithium oxide (Li2O) has been calculated on limited drilling on a single dyke on the Zoro 1 mineral claim. Drill indicated spodumene reserves coupled with data from trenching have been calculated with a total undiluted tonnage given as 1,727,550 at 0.945% Li2O. However, the historic data upon which the resource of 1,727,550 tons grading 0.945% Li2O was based is not dispositive. When the historic work was done, there was no “Qualified Person” in place, assay labs were not ISO Certified and insufficient drilling was undertaken to define the resource. It therefore became necessary to conduct more exploration activities to support the limited historic data available.

There are seven zoned pegmatite dykes on the Zoro 1 mineral claim. An exploration team explored the main dyke, located the additional seven trenches that had historically been noted on the Zoro 1 claim and produced a geologic map of each trench. Once areas of interest were located, the crew cleaned out the trenches and used a pick and shovel method to look at rocks to find pegmatite. They then took channel samples using a rock saw on historic trenches hosting pegmatite.

While exploring the main and additional seven dykes on the project area the crew identified several additional trenches that had not been noted in previous exploration programs. These findings suggest a potential for a greater amount of resource to be spread across the property, and give further encouragement for more detailed exploration.

Altogether 170 channel samples were sent for assay at Activation Laboratories in Ancaster, Ontario. The samples were analyzed to confirm historical lithium assays, and to assess the pegmatite for rare earth elements, including gold, rubidium, niobium, tantalum, tin, tungsten, and beryllium, all of which add to the prospectively and economic viability of the Zoro 1 property.

Analysis of the channel samples collected from historic trenches in the pegmatite target has confirmed that a significant zone of lithium mineralization is present on the Zoro 1 claim. Analytical results are summarized in Table 1, which is attached to our annual report as Exhibit 99.2 that we filed with the Securities and Exchange Commission on February 23, 2012.

Table 1, which is attached to our annual report as Exhibit 99.2 that we filed with the Securities and Exchange Commission on February 23, 2012.

With the current and future importance of lithium and the mineralized zone at Zoro 1, we are now preparing for the next phase of our exploration program. This phase, which will require a drill program, will assess the third dimension of the deposit and its historic resource, and determine the economic viability of mining the resource. This will be dependent on the Company maintaining control of the property.

We plan to continue to explore the Zoro 1 mineral claim using the Exploration Recommendations outlined by Dr. Fedikow in the NI 43-101 Technical Report, which are set forth below along with a table of recommended expenditures.

Initially, the Zoro 1 pegmatite’s should be the focus of the following exploration approaches. These are as follows:


	1.	Trench rehabilitation including overburden stripping and washing.


	2.	Geologic mapping of individual trenches at a scale of 1:20.


	3.	Detailed geological mapping at a scale appropriate to document relevant features on the property. This will include the seven pegmatite dykes, trench locations, historic drill collars and geological attributes of the dykes. It is likely this mapping will be undertaken at a scale of 1:1000.


	4.	Trench and channel sampling should be undertaken to confirm historic assay results.


	5.	Re-log historic drill core as possible.


	6.	A grid should be re-established on the property and an attempt made to tie-in the collar locations of all-previous drilling. This information would help to structure new diamond drill programs. Initially, an attempt should be made to re-construct the historic grid although it is unlikely this will be possible given the length of time that has elapsed since the grid was first cut.


	7.	The geochemistry of the spodumene with particular relevance to iron content should be evaluated. Albite-rich portions of the pegmatite should be assayed for tantalum, tin, and niobium values. Altered and mineralized wallrocks should be assayed for gold particularly where the mineral assemblage of pyrrhotite, chalcopyrite and arsenopyrite are observed. Any subsequent drill program should be accompanied by a multi-element geochemical approach to assaying core including assays for gold. This will be followed up with assays for specific metals that may be present in the pegmatite dykes. The new assay program should be accompanied by a quality assurance and quality control program.


	8.	Diamond drilling should initially target Dyke No. 1 with the aim of ascertaining the physical size and extent of this dyke. Additional drilling will be necessary in the vicinity of the nine remaining known dykes as well as any additional lithium-bearing pegmatite uncovered during exploration on the remainder of the property.

Tres Hermanas Silver-Lead-Zinc Property

On May 14, 2013, we entered into a Mineral Property Acquisition Agreement (the "MPAA") with Highlander Overseas, Inc., a West Indies corporation (“Highlander”). Pursuant to the terms and conditions of the MPAA, Highlander shall grant us with the right to acquire one hundred percent (100%) of the mining interests in those certain four concessions known as La Predilecta, La Predilecta II, La Crus, and La Cascada (the “Property”), which is comprised of a total of approximately Three Thousand One Hundred Eighty One Hectares (3,181 ha) and is located in Miahuatlan District, in the Southern portion of Valles Centrales Region within Oaxaca State, Mexico. In exchange, we are required to: (i) pay two cash payments of Fifty Thousand dollars ($50,000) to Highlander for a total of One Hundred Thousand dollars ($100,000), the first payment of $50,000 is to be paid within 60 days after both parties have executed the MPAA, and the second payment is to be paid 90 days after both parties have executed the MPAA, and (ii) issue an aggregate of four million (4,000,000) restricted shares of our preferred common stock to Highlander, pursuant the terms and conditions of the MPAA.

An NI 43-101 Report was prepared on the Tres Hermanas Silver-Lead-Zinc Property by Geologists Richard R. Culbert and David M. Pollard. A brief description of their Report follows.

The Tres Hermanas Property comprises 3,671 hectares, covering a mountainous area in the vicinity of the village of San Sebastian Rio Dulce, some 50 kilometers southwest of the city of Oaxaca.

Although there is some quartz of epithermal character, most of the vein is composed of sulphides. Silver, lead, zinc and molybdenum are the elements of value, while the gangue includes pyrite, arsenopyrite and barite, in addition to some quartz. Much of the sulphides occur as a fine, black intergrowth. Samples taken by the geologists verify the tenor of the silver grades reported from the earlier work, although most of the samples had to be taken from adit mouths and dumps.

The exploration conducted so far has yielded consistently encouraging results from surface sampling, adit sampling, soil geochemistry and four diamond drill cores. Looking forward, future work within a Phase I budget of $796,385, will include further soil geochemistry that extends the current grid further to the south-west, ground geophysics, in the form of a resistivity survey, Magnetometry and I.P. together with a 3,000 meter drilling program. This program will consist of approximately 26 drill holes focusing on the San Sebastian structure.

If this program gives the positive results that are anticipated, further funding will be sought (Phase II). This funding would finance a further 10,000 meters of drilling together with opening up all the adits with conventional mining equipment. These adits could then be mapped and sampled. Following this, an underground drilling program, using bazooka drills, should establish a measured and indicated resource. Bulk metallurgical tests would then be necessary to determine what concentrates can be produced at the mine and, how effectively local smelters would be able to recover these metals from the concentrate. A scoping study would then be undertaken to consider the economic viability of the project.

RESULTS OF OPERATIONS

Working Capital

	February 28, 2015	November 30, 2014
	May 31, 2015	November 30, 2014
	$	$
Total Current Assets	~~1,776~~16	-
Total Current Liabilities	12,~~950~~707,~~493~~060	1,198,413
Working Capital (Deficit)	(12,~~948~~707,~~717~~044)	(1,198,413)

Cash Flows

	Three months	Three months
	Six months	Six months
	Ended	Ended
	February 28, 2015	February 28, 2014
	May 31, 2015	May 31, 2014
	$	$
Cash Flows from (used in) Operating Activities	(~~752~~942,~~994~~757)	(49113,~~903~~577)
Cash Flows from (used in) Investing Activities	-	-
Cash Flows from (used in) Financing Activities	~~756~~944,~~478~~422	48114,~~465~~641
Net Increase (decrease) in Cash During Period	~~1,776~~16	23

Results for the Three Months Ended ~~February~~May 2831, 2015 Compared to the Three Months Ended ~~February~~May 2831, 2014.

Operating Revenues

The Company’s revenues for the three months ended ~~February~~May 2831, 2015, and ~~February~~May 2831, 2014, were $0 and $0, respectively. We have not earned any revenues to date, and do not anticipate earning revenues until such time as we encounter commercially productive minerals to exploit. All of our prospects are undeveloped. We anticipate that we will have to address the cash shortfall through additional equity financings in the future. We can offer no assurance, however, that such financings will be available on terms acceptable to our company.

Operating Expenses

Operating expenses for the three month period ended ~~February~~May 2831, 2015 and ~~February~~May 2831, 2014, were $~~783~~127,~~284and~~646and $7193,~~528~~443, respectively. Operating expenses consisted primarily of advertising and promotion, consulting fees, management fees, office expenses and professional fees. The increase was primarily attributable to an increase in advertising, consulting fees and management fees appropriate for normal operations.

Net Loss from Operations

The Company’s net loss from operations for the three month period ended ~~February~~May 2831, 2015 and ~~February~~May 2831, 2014, was $(~~783~~127,~~284~~646) and $(7193,~~528~~443), respectively.

Other Income (Expense):

Other income (expense) consisted of loss on derivative valuation and interest expense. The gain or loss on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable to the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms. Interest associated with the derivative instruments for the three month period ended ~~February~~May 2831, 2015, and ~~February~~May 2831, 2014was $(~~582~~880,~~982~~736) and $(9180,~~933~~458), respectively. The change in value on derivative valuation expense for the three month period ended ~~February~~May 2831, 2015, and ~~February~~May 2831, 2014was $~~(142~~144,~~712)~~289 and $(710,~~985)~~457, respectively.

Net Loss

Net loss for the three months ~~endedFebruary~~endedMay 2831, 2015, was $(1864,~~507,271~~092) compared with a net loss of $(~~169~~163,~~907~~444) for the three months ended ~~February~~May 2831, 2014. The increased loss is due to an increase in operating expenses andother expenses associated with the valuation of derivative instruments.

Results for the ~~Period~~Six ~~from~~months ~~November~~Ended 1May 31, ~~2006(inception~~2015 ofCompared ~~exploration~~to ~~state)~~the ~~Through~~Six ~~February~~months 28Ended May 31, ~~2015~~2014.

Operating Revenues

The Company’s revenues for the ~~period~~six ~~from~~months ~~November~~ended 1May 31, ~~2006(inception~~2015, and May 31, 2014, were $0 and $0, respectively. We have not earned any revenues to date, and do not anticipate earning revenues until such time as we encounter commercially productive minerals to exploit. All of ~~exploration~~our ~~state)~~prospects are undeveloped. We anticipate that we will have to address the cash shortfall through ~~February~~additional 28equity financings in the future. We can offer no assurance, ~~2015~~however, ~~were~~that $0such financings will be available on terms acceptable to our company.

Operating Expenses

Operating expenses for the six month period ~~from~~ended ~~November~~May 131, ~~2006,~~2015 ~~(inception~~and ofMay ~~exploration state) through February 28~~31, ~~2015~~2014, were $5911,~~319~~254and $164,~~405~~972, respectively. Operating expenses ~~consist~~consisted primarily of advertising and promotion, consulting fees, management fees, office expenses and professional fees. The ~~appropriate~~increase ~~for~~was ~~being~~primarily aattributable ~~public~~to ~~company~~an increase in advertising, consulting fees and management fees appropriate for normal operations.

Net Loss from Operations

The Company’s net loss from operations for the six month period ~~from~~ended ~~November~~May 131, ~~2006,~~2015 ~~(inception~~and ofMay ~~exploration state) through February 28~~31, ~~2015~~2014, was $(5911,~~319~~254) and $(164,~~405~~972), respectively.

Other Income (Expense):

Other income (expense) consisted of loss on derivative valuation and interest expense. The loss on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable to the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms. Interest associated with the derivative instruments for the six month period ~~from~~ended ~~November~~May 131, ~~2006~~2015, ~~(inception~~and ofMay ~~exploration~~31, ~~state~~2014was $(1,463,718) ~~through~~and ~~February~~$(172,391), 28respectively. The change in value on derivative valuation expense for the six month period ended May 31, 2015, ~~was~~and May 31, 2014was $(1,577 and $2,~~032~~472,~~818)~~ respectively.

Net Loss

Net loss for the ~~period~~six ~~from~~months ~~November~~endedMay 131, ~~2006~~2015, ~~(inception~~was ~~of exploration state~~$(2,373,395) ~~through~~compared ~~February~~with ~~28,~~a ~~2015,~~net ~~was~~loss of $(7344,~~341,909~~891) for the six months ended May 31, 2014. The increased loss is due to an increase in operating expenses and other expenses associated with the valuation of derivative instruments.

Results for the Period from November 1, 2006(inception of exploration state) Through May 31, 2015.

Operating Revenues

The Company’s revenues for the period from November 1, 2006(inception of exploration state) through May 31, 2015 were $0.

Operating Expenses

Operating expenses for the period from November 1, 2006, (inception of exploration state) through May 31, 2015, were $5,447,375.Operating expenses consist primarily of advertising and promotion, management fees, office expenses and professional fees appropriate for being a public company.

Net Loss from Operations

The Company’s net loss from operations for the period from November 1, 2006, (inception of exploration state) through May 31, 2015, was $(5,447,375).

Other Income (Expense):

Other income (expense) for the period from November 1, 2006, (inception of exploration state) through May 31, 2015, was $(2,769,264).

Net Loss

Net loss for the period from November 1, 2006, (inception of exploration state) through May 31, 2015, was $(8,216,639).

Liquidity and Capital Resources

As ~~ofFebruary~~ofMay 2831, 2015, the Company had a cash balance and asset total of $~~1,776~~16 and $1,~~507~~604,~~725~~071 respectively, compared with $0 and $1,505,949 of cash and total assets, respectively, as ofNovember 30, 2014.

As ~~ofFebruary~~ofMay 2831, 2015, the Company had total liabilities of $12,~~968~~725,~~990~~584 compared with $1,217,936as ofNovember 30, 2014. The increase in total liabilities was attributed to an increase in accounts payable and convertible notes payable.

The overall working deficit increasedfrom $1,198,413 deficit at November 30, 2014, to $12,~~948~~707,~~717at~~044at ~~February~~May 2831, 2015, due to an increase in accounts payable and convertible notes payable.

Cash Flow from Operating Activities

During the ~~three~~six months ended ~~February~~May 2831, 2015, cash used in operating activities was $(~~752~~942,~~994~~757) compared to $(46113,~~903~~577) for the ~~three~~six months ended ~~February~~May 2831, 2014. The increase in the amounts of cash used for operating activities was primarily due to an increase in interest expenses and accounts payable.

Cash Flow from Investing Activities

During the ~~three~~six months ended ~~February~~May 2831, 2015, cash used in investing activities was $0 compared to $0 for the ~~three~~six months ended ~~February~~May 2831, 2014.

Cash Flow from Financing Activities

During the ~~three~~six months ended ~~February~~May 2831, 2015, cash provided by financing activity was $~~756~~944,~~478compared~~442compared to $48114,~~465~~641 for the ~~three~~six months ended ~~February~~May 2831, 2014. The increase in cash provided by financing activities is due to an increase in convertible notes payable.

Subsequent Developments

None.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management who also serves as the Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective at the end of this period covered by this report to ensure that the information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to us, and was accumulated and communicated to our management, including our CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure.

As discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2014, the Company’s management identified certain material weaknesses and other deficiencies in the Company’s disclosure controls and procedures and the Company has initiated, or plans to initiate, a series of certain measures to address these material weaknesses. The Company is working as quickly as possible to implement this initiative; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in Internal Control over Financial Reporting

There has been no change to our internal control over financial reporting during the ~~three~~six months ended ~~February~~May 2831, 2015, that has materially affected, or is likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no 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

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

1. Quarterly Issuances:

On ~~December~~March 1610, ~~2014~~2015, ~~Direct~~Asher ~~Capital~~Enterprises converted $~~675~~2,115 of principal of a convertible note into ~~675~~755,~~000~~357shares ~~shares~~ of its common stock at a price of $0.~~001~~0028.

On ~~December~~March 1819, ~~2014~~2015, ~~Asher~~LG ~~Enterprises~~Capital Funding, LLC converted $~~820~~3,101 of principal and interest of a convertible note into ~~630~~1,~~769~~025,242 shares of its common stock at a price of $0.~~0013~~003025.

On ~~February~~March 1124, 2015, ~~Direct~~Asher ~~Capital~~Enterprises converted $~~675~~2,385 of principal of a convertible note into ~~675~~954,000 shares of its common stock at a price of $0.~~001~~0025.

On ~~February~~March 2325, 2015, ~~Asher~~GW ~~Enterprises~~Holdings, LLC converted $12,~~300~~253 of principal and interest of a convertible note into ~~722~~910,~~222~~286 shares of its common stock at a price of $0.~~0018~~002475.

On ~~February~~March 2425, 2015, ~~Union~~Service ~~Capital~~Trading Company, LLC converted $~~990~~2,364 of principal ~~and interest~~ of a convertible note into ~~825~~955,~~000~~207 shares of its common stock at a price of $0.~~0012~~002475.

On March 30, 2015, Adar Bays, LLC converted $1,000 of principal of a convertible note into 454,545 shares of its common stock at a price of $0.0022.

On April 13, 2015, Asher Enterprises converted $1,145 of principal of a convertible note into 954,167 shares of its common stock at a price of $0.0012.

On April 13, 2015, GW Holdings, LLC converted $1,307 of principal and interest of a convertible note into 1,080,502 shares of its common stock at a price of $0.00121.

On April 14, 2015, LG Capital Funding, LLC converted $1,342 of principal and interest of a convertible note into 1,109,297 shares of its common stock at a price of $0.00121.

On April 17, 2015, Asher Enterprises converted $1,050 of principal of a convertible note into 954,545 shares of its common stock at a price of $0.0012.

On April 17, 2015, Service Trading Company, LLC converted $1,278 of principal and interest of a convertible note into 1,106,556 shares of its common stock at a price of $0.001155.

On April 20, 2015, LG Capital Funding, LLC converted $1,279 of principal and interest of a convertible note into 1,107,281 shares of its common stock at a price of $0.001155.

On April 20, 2015, GW Holdings, LLC converted $1,661 of principal and interest of a convertible note into1,437,964 shares of its common stock at a price of $0.001155.

On April 27, 2015, GW Holdings, LLC converted $1,714 of principal and interest of a convertible note into 1,483,797 shares of its common stock at a price of $0.001155.

On April 27, 2015, Union Capital, LLC converted $3,348 of principal and interest of a convertible note into 3,000,000 shares of its common stock at a price of $0.001116.

On April 29, 2015, Service Trading Company, LLC converted $1,981 of principal of a convertible note into 1,715,000 shares of its common stock at a price of $0.001155.

On May 4, 2015, LG Capital Funding, LLC converted $2,047 of principal and interest of a convertible note into 1,772,077 shares of its common stock at a price of $0.001155.

On May 4, 2015, Direct Capital Group converted $2,300 of principal of a convertible note into 1,150,000 shares of its common stock at a price of $0.002.

On May 12, 2015, Union Capital, LLC converted $3,301 of principal and interest of a convertible note into 3,800,000 shares of its common stock at a price of $0.00086.

On May 12, 2015, GW Holdings, LLC converted $1,619 of principal and interest of a convertible note into 1,962,772 shares of its common stock at a price of $0.000825.

On May 14, 2015, GW Holdings, LLC converted $1,822 of principal and interest of a convertible note into 2,209,075 shares of its common stock at a price of $0.000825.

On May 15, 2015, LG Capital Funding, LLC converted $1,823 of principal and interest of a convertible note into 2,210,036 shares of its common stock at a price of $0.000825.

On May 19, 2015, Union Capital, LLC converted $3,667 of principal and interest of a convertible note into 4,700,000 shares of its common stock at a price of $0.00078.

On May 20, 2015, GW Holdings, LLC converted $1,723 of principal and interest of a convertible note into 2,409,931 shares of its common stock at a price of $0.000715.

On May 20, 2015, LG Capital Funding, LLC converted $1,592 of principal and interest of a convertible note into 2,226,601 shares of its common stock at a price of $0.000715.

On May 21, 2015, Direct Capital Group converted $2,400 of principal of a convertible note into 2,400,000 shares of its common stock at a price of $0.001.

On May 25, 2015, Service Trading Company, LLC converted $1,739 of principal and interest of a convertible note into 2,432,088 shares of its common stock at a price of $0.000715.

On May 27, 2015, Union Capital, LLC converted $4,538 of principal and interest of a convertible note into 6,300,000 shares of its common stock at a price of $0.00072.

On May 27, 2015, GW Holdings, LLC converted $2,030 of principal and interest of a convertible note into 3,076,131 shares of its common stock at a price of $0.00066.

On May 27, 2015, LG Capital Funding, LLC converted $2,062 of principal and interest of a convertible note into 3,124,303 shares of its common stock at a price of $0.00066.

On May 28, 2015, Adar Bays, LLC converted $2,500 of principal of a convertible note into 3,787,879 shares of its common stock at a price of $0.0066.

The foregoing quarterly conversions are a summary of the transactions by the Company, involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Such offer and sale was made in reliance on Section 4(2) of the Securities Act, as a transaction by an issuer not involving any public offering of securities. The purchasers were “accredited investors”; as such term is defined under the Rule 501 of Regulation D promulgated under the Securities Act, an entity that is known to the Company, and its management through a pre-existing business and personal relationship. The purchaser was provided access to all material information which it requested, and all information necessary to verify such information and was afforded access to management of the registrant in connection with its securities purchase. The purchase acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the registrant. All stock certificate representing such securities that were issued contained restrictive legends, prohibiting further transfer of the stock certificates representing such securities, without such securities either being first registered or otherwise exempt from registration under the Securities Act, in any further resale or disposition.

2. Subsequent Issuances:

On ~~March~~June 101, 2015, ~~Asher~~GW ~~Enterprisesconverted~~Holdings, LLC converted $2,~~115~~336 of principal and interest of a convertible note into ~~755~~3,~~357~~861,646 shares of its common stock at a price of $0.~~0028~~000605.

On ~~March~~June 192, 2015, LGDirect Capital Group converted $~~3,101~~418 of principal ~~and interest~~ of a convertible note into 14,~~025~~180,~~242~~000 shares of its common stock at a price of $0.~~003025~~00001.

~~The~~On ~~foregoing~~June ~~subsequent conversions are a summary of the transactions by the Company~~2, ~~involving sales of our securities that were not registered under the Securities Act of 1933~~2015, asAdar ~~amended (the “Securities Act”)~~Bays, orLLC ~~applicable~~converted ~~state securities laws. Such offer and sale was made in reliance on Section 4(~~$2~~) of the Securities Act~~,299 ~~as a transaction by an issuer not involving any public offering~~ of ~~securities. The~~principal ~~purchasers were “accredited investors”; as such term is defined under the Rule 501~~ of ~~Regulation~~a Dconvertible ~~promulgated~~note ~~under~~into ~~the Securities Act~~3, ~~an entity that is known to the Company~~800,000 ~~and~~shares of its ~~management~~common ~~through~~stock at a ~~pre-existing~~price ~~business~~of ~~and personal relationship~~$0. ~~The~~ 000605.

~~purchaser~~On ~~was~~June ~~provided~~5, ~~access~~2015, toService ~~all~~Trading ~~material~~Company, ~~information~~LLC ~~which~~converted ~~it requested~~$1,221 ~~and~~of ~~all~~principal ~~information necessary to verify such information~~ and ~~was~~interest ~~afforded access to management~~ of ~~the registrant in connection with its securities purchase. The purchase acquired such securities for investment and not with~~ a ~~view~~convertible ~~toward~~note ~~distribution~~into 2,465,687 ~~acknowledging~~shares ~~such~~of ~~intent~~its tocommon ~~the registrant. All~~ stock ~~certificate~~at ~~representing~~a ~~such~~price ~~securities that were issued contained restrictive legends, prohibiting further transfer~~ of the stock certificates representing such securities, without such securities either being first registered or otherwise exempt from registration under the Securities Act, in any further resale or disposition$0. 000495.

On June 5, 2015, Union Capital, LLC converted $4,187 of principal and interest of a convertible note into 9,165,000 shares of its common stock at a price of $0.000457.

On June 8, 2015, GW Holdings, LLC converted $2,290 of principal and interest of a convertible note into 4,627,148 shares of its common stock at a price of $0.000495.

On June 8, 2015, Adar Bays, LLC converted $2,177 of principal of a convertible note into 4,700,000 shares of its common stock at a price of $0.000495.

On June 9, 2015, LG Capital Funding, LLC converted $2,307 of principal and interest of a convertible note into 4,660,000 shares of its common stock at a price of $0.000495.

On June 11, 2015, LG Capital Funding, LLC converted $2,864 of principal and interest of a convertible note into 5,785,010 shares of its common stock at a price of $0.000495.

On June 15, 2015, Union Capital, LLC converted $3,402 of principal and interest of a convertible note into 12,250,000 shares of its common stock at a price of $0.000278.

On June 15, 2015, GW Holdings, LLC converted $1,988 of principal and interest of a convertible note into6,024,358shares of its common stock at a price of $0.00033.

On June 15, 2015, Direct Capital Group converted $2,800 of principal of a convertible note into 7,000,000 shares of its common stock at a price of $0.004.

On June 15, 2015, Adar Bays, LLC converted $2,199 of principal of a convertible note into 4,700,000 shares of its common stock at a price of $0.000495.

On June 16, 2015, Service Trading Company, LLC converted $2,523 of principal and interest of a convertible note into 7,646,301 shares of its common stock at a price of $0.00033.

On June 17, 2015, LG Capital Funding, LLC converted $2,622 of principal and interest of a convertible note into 7,946,636 shares of its common stock at a price of $0.00033.

The foregoing subsequent conversions are a summary of the transactions by the Company, involving sales of our securities that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Such offer and sale was made in reliance on Section 4(2) of the Securities Act, as a transaction by an issuer not involving any public offering of securities. The purchasers were “accredited investors”; as such term is defined under the Rule 501 of Regulation D promulgated under the Securities Act, an entity that is known to the Company, and its management through a pre-existing business and personal relationship. The purchaser was provided access to all material information which it requested, and all information necessary to verify such information and was afforded access to management of the registrant in connection with its securities purchase. The purchase acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the registrant. All stock certificate representing such securities that were issued contained restrictive legends, prohibiting further transfer of the stock certificates representing such securities, without such securities either being first registered or otherwise exempt from registration under the Securities Act, in any further resale or disposition.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3.1	Articles of Incorporation	Filed with the SEC on June 5, 2006 as part of our Registration of Securities on Form SB-2.
3.1a	Amended Articles of Incorporation	Filed with the SEC on January 4, 2007, on our Current Report on Form 8-K.
3.1b	Amended Articles of Incorporation	Filed with the SEC on June 13, 2013, as part of our Current Report on Form 8-K.
3.2	Bylaws	Filed with the SEC on June 5, 2006 as part of our Registration of Securities on Form SB-2.
3.3	Certificate of Designation	Filed with the SEC on November 1, 2013 as part of our Current Report on Form 8-K.
10.1	Property Option Agreement by and amongst FRC Exploration, Ltd., Ram Exploration Ltd., and Mr. Dorian Leslie, dated May 24, 2006.	Filed with the SEC on June 5, 2006 as part of our Registration of Securities on Form SB-2.
10.2	Participation Agreement by and between County Line Energy Corp., and the Company, dated December 21, 2006.	Filed with the SEC on January 4, 2007, on our Current Report on Form 8-K.
10.3	Dilution Agreement by and between the Company and County Line Energy Corp., dated December 22, 2006.	Filed with the SEC on January 4, 2007, on our Current Report on Form 8-K.
10.4	Participation Option Agreement by and between County Line Energy Corp., and the Company, dated November 30, 2007.	Filed with the SEC on December 19, 2007, on our Current Report on Form 8-K.
10.5	Letter Agreement by and between the Company and G2 Petroleum, LLC, dated March 11, 2008.	Filed with the SEC on April 4, 2008 as part of our Current Report on Form 8-K.
10.6	Promissory Note by and between the Company and G2 Petroleum, LLC, dated March 14, 2008.	Filed with the SEC on April 4, 2008 as part of our Current Report on Form 8-K.
10.7	Letter of Intent to Farmout by and between the Company and Desert Mining, Inc., dated April 17, 2008.	Filed with the SEC on April 4, 2008 as part of our Current Report on Form 8-K.
10.8	Advisory and Business Consulting Services Agreement by and between the Company and Robert B. Perry, dated April 16, 2008.	Filed with the SEC on May 1, 2008, as part of our Current Report on Form 8-K.
10.9	Advisory and Business Consulting Services Agreement by and between the Company and Leon Hinton, dated April 16, 2008.	Filed with the SEC on May 1, 2008 as part of our Current Report on Form 8-K.
10.10	Advisory and Business Consulting Services Agreement by and between the Company and Bourgeois Energy, Inc., dated April 16, 2008.	Filed with the SEC on May 1, 2008, as part of our Current Report on Form 8-K.
10.11	Loan Agreement by and between the Company and G2 Petroleum, LLC, dated March 11, 2009.	Filed with the SEC on March 17, 2009, as part of our Annual Report on Form 10-K.
10.12	Lease Agreement by and between the Company and TEG, Inc., dated September 11, 2008.	Filed with the SEC on March 17, 2009, as part of our Current Report on Form 8-K.
10.13	Assignment Agreement by and between the Company and G2 Petroleum, LLC, dated June 20, 2009.	Filed with the SEC on July 15, 2009 as part of our Quarterly Report on Form 10-Q.
10.14	Assignment Agreement by and between the Company and G2 Petroleum, LLC, dated September 16, 2009.	Filed with the SEC on September 24, 2009, as part of our Current Report on Form 8-K.
10.15	Addendum to Participation Agreement by and between the Company and County Line Energy, Corp., dated October 16, 2009.	Filed with the SEC on October 23, 2009, as part of our Quarterly Report on Form 10-Q.
10.16	Share Issuance Agreement by and between the Company and Villa Atmu S.A., dated November 16, 2009.	Filed with the SEC on November 24, 2009, as part of our Current Report on Form 8-K.
10.17	Amendment Agreement by and between the Company and County Line Energy, Corp., dated February 1, 2010	Filed with the SEC on March 15, 2010 as part of our Annual Report on Form 10-K.
10.18	Commodity-Industry Analyst Agreement by and between the Company and Michael Mathot, dated July 23, 2010.	Filed with the SEC on July 28, 2010, as part of our Current Report on Form 8-K.
10.19	Employment Agreement by and between the Company and Tim DeHerrera, dated August 10, 2010.	Filed with the SEC on August 16, 2010 as part of our Current Report on Form 8-K.
10.20	Mineral Property Option Agreement by and between the Company and Dalton Dupasquier, dated July 6, 2010.	Filed with the SEC on August 31, 2010 as part of our Current Report on Form 8-K.
10.21	Debt Settlement and Subscription Agreement by and between the Company and RCapital Management Ltd., dated August 3, 2010.	Filed with the SEC on September 10, 2010, as part of our Current Report on Form 8-K.
10.22	Separation Agreement by and between the Company and Michael Mathot, dated December 31, 2010.	Filed with the SEC on January 3, 2011, as part of our Current Report on Form 8-K.
10.23	Employment Agreement by and between the Company and Tim DeHerrera, dated July 18, 2011.	Filed with the SEC on February 23, 2013 as part of our Annual Report on Form 10-K.
10.24	Mineral Property Acquisition Agreement, by and between the Company, and Highlander Overseas, Inc. regarding the purchase of the La Predilecta Property, dated May 14, 2013	Filed with the SEC on June 4, 2013 as part of our Current Report on Form 8-K.
10.25	Second Addendum to Employment Agreement by and between the Company and Tim DeHerrera, dated May 30, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.26	Promissory Note by and between the Company and Direct Capital Group, Inc., dated June 1, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.27	Promissory Note by and between the Company and Direct Capital Group, Inc., dated July 1, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.28	Promissory Note by and between the Company and Direct Capital Group, Inc., dated August 1, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.29	Promissory Note by and between the Company and Syndication Capital, LLC., dated August 7, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.30	Promissory Note by and between the Company and Direct Capital Group, Inc., dated September 1, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.31	Promissory Note by and between the Company and Direct Capital Group, Inc., dated October 1, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.32	Assignment of a Convertible Redeemable Note in the Company, dated February 15, 2012, by and between Geotech International Ltd., and Direct Capital Group, Inc., dated October 11, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.33	Assignment of a Convertible Redeemable Note in the Company, dated February 15, 2012, by and between Pea Soup, Inc., and Direct Capital Group, Inc., dated October 11, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.34	Assignment of a Convertible Redeemable Note in the Company, dated February 15, 2012, by and between Watermark Holdings, Inc., and Direct Capital Group, Inc., dated October 15, 2013.	Filed with the SEC on October 21, 2013 as part of our Quarterly Report on Form 10-Q.
10.35	Promissory Note by and between the Company and Direct Capital Group Inc., dated November 1, 2013.	Filed with the SEC on March 7, 2014 as part of our Annual Report on Form 10-K.
10.36	Promissory Note by and between the Company and Direct Capital Group Inc., dated November 30, 2013.	Filed with the SEC on March 7, 2014 as part of our Annual Report on Form 10-K.
10.37	Promissory Note by and between the Company and Direct Capital Group Inc., dated December 1, 2013.	Filed with the SEC on July 21, 2014 as part of our Quarterly Report on Form 10-Q.
10.38	Promissory Note by and between the Company and Direct Capital Group Inc., dated January 1, 2014.	Filed with the SEC on July 21, 2014 as part of our Quarterly Report on Form 10-Q.
10.39	Promissory Note by and between the Company and Direct Capital Group Inc., dated February 1, 2014.	Filed with the SEC on July 21, 2014 as part of our Quarterly Report on Form 10-Q.
10.40	Promissory Note by and between the Company and Direct Capital Group Inc., dated March 1, 2014.	Filed with the SEC on July 21, 2014 as part of our Quarterly Report on Form 10-Q.
10.41	Promissory Note by and between the Company and Direct Capital Group Inc., dated April 1, 2014.	Filed with the SEC on July 21, 2014 as part of our Quarterly Report on Form 10-Q.
10.42	Promissory Note by and between the Company and Direct Capital Group Inc., dated May 1, 2014.	Filed with the SEC on July 21, 2014 as part of our Quarterly Report on Form 10-Q.
10.43	Promissory Note by and between the Company and Direct Capital Group Inc., dated June 1, 2014.	Filed with the SEC on October 20, 2014 as part of our Quarterly Report on Form 10-Q.
10.44	Promissory Note by and between the Company and Asher Enterprises, Inc., dated September 12, 2012.	Filed with the SEC on ~~April~~May 104, 2015, as part of our Annual Report on Form 10-K/A.
10.45	Promissory Note by and between the Company and Direct Capital Group Inc., dated October 1, 2014.	Filed with the SEC on ~~April~~May 104, 2015, as part of our Annual Report on Form 10-K/A.
10.46	Promissory Note by and between the Company and New Venture Attorneys, PC, dated October 1, 2014.	Filed with the SEC on ~~April~~May 104, 2015, as part of our Annual Report on Form 10-K/A.
10.47	Consulting Agreement by and between the Company and Nathan Lewis, dated October 1, 2014.	Filed with the SEC on ~~April~~May 104, 2015, as part of our Annual Report on Form 10-K/A.
10.48	Promissory Note by and between the Company and Direct Capital Group Inc., dated January 1, 2015.	Filed with the SEC on ~~April~~May 104, 2015, as part of our Annual Report on Form 10-K/A.
10.49	Promissory Note by and between the Company and Direct Capital Group Inc., dated January 1, 2015.	Filed with the SEC on ~~April~~May 104, 2015, as part of our Annual Report on Form 10-K/A.
10.50	Promissory Note by and between the Company and Direct Capital Group Inc., dated January 2, 2015.	Filed ~~herewith~~with the SEC on April 14, 2015 as part of our Quarterly Report on Form 10-Q.
10.51	Promissory Note by and between the Company and Union Capital, LLC dated February 17, 2015.	Filed herewith.
10.52	Promissory Note by and between the Company and Union Capital, LLC, dated February 17, 2015.	Filed herewith.
10.53	Promissory Note by and between the Company and GW Holdings dated March 16, 2015.	Filed herewith.
10.54	Promissory Note by and between the Company and GW Holdings, dated March 16, 2015.	Filed herewith.
10.55	Promissory Note by and between the Company and LG Capital dated March 16, 2015.	Filed herewith.
10.56	Promissory Note by and between the Company and LG Capital, dated March 16, 2015.	Filed herewith.
10.57	Promissory Note by and between the Company and Service Trading dated March 16, 2015.	Filed herewith.
10.58	Promissory Note by and between the Company and Service Trading, dated March 16, 2015.	Filed herewith.
10.59	Promissory Note by and between the Company and Adar Bays dated March 26, 2015.	Filed herewith.
10.60	Promissory Note by and between the Company and Adar Bays, dated March 26, 2015.	Filed herewith.
10.61	Promissory Note by and between the Company and Union Capital, LLC dated April 27, 2015.	Filed herewith.
10.62	Promissory Note by and between the Company and Rancho Capital Management, dated May 31, 2015.	Filed herewith.
16.01	Letter from John Kinross-Kennedy CPA Accountants, dated January 2, 2013.	Filed with the SEC on January 3, 2013 as part of Current Report on Form 8-K.
16.02	Letter from Anton & Chia LLP., dated October 25, 2013.	Filed with the SEC on October 25, 2013 as part of Current Report on Form 8-K.
21.1	List of Subsidiaries	Filed with the SEC on June 5, 2006 as part of our Registration of Securities on Form SB/2.
31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS*	XBRL Instance Document	Furnished herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Furnished herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Furnished herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Furnished herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

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

		FORCE MINERALS CORPORATION
Dated: April 14, 2015		/s/ Nathan Lewis
Dated: July 15, 2015		/s/ Nathan Lewis
		Nathan Lewis
		Its: President, Chief Executive Officer, Chief Financial Officer, and Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

Dated: ~~April~~July 1415, 2015 /s/ Nathan Lewis By: Nathan Lewis Its: Director

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