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

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~March~~September 3130, 2017

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

For the transition period from _____________ to _____________.

Commission File Number: 000-54881

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”,” “accelerated filer,” ~~and~~a “smaller reporting company” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not to use the extended transition period for complying ~~company~~with ~~(as~~any ~~defined~~new inor ~~Rule~~revised ~~12b-~~financial accounting standards provided pursuant to Section 7(a)(2)(B) of the ~~Exchange~~Securities Act) : [ ] ~~YES [X] NO~~

AsIndicate ofby ~~May~~check ~~19,~~mark ~~2017,~~whether ~~there~~the ~~were~~registrant ~~2,089,152,021~~is ~~shares~~a ofshell ~~registrant’s~~company ~~common~~(as ~~stock~~defined ~~outstanding~~in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of November 14, 2017, there were 3,932,278,387 shares of the registrant’s common stock outstanding.

LITHIUM EXPLORATION GROUP, INC. FORM 10-Q FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~MARCH~~SEPTEMBER 3130, 2017

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
ITEM 1	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2017 (unaudited) and June 30, 2016	4
	Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and June 30, 2017	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended March 31, 2017 and 2016	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2017 and 2016	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended March 31, 2017	6
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended September 30, 2017	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and 2016	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2017 and 2016	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3729
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	4736
ITEM 4.	Controls and Procedures	4737
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	4939
ITEM 1A.	Risk Factors	5039
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5040
ITEM 3.	Defaults Upon Senior Securities	5140
ITEM 4.	Mine Safety Disclosures	5140
ITEM 5.	Other Information	5140
ITEM 6.	Exhibits	5241
SIGNATURES		5749

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LITHIUM EXPLORATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31,			June 30,
		September 30,			June 30,
		2017			~~2016~~2017
		(unaudited)
		(Unaudited)
ASSETS
Current
Cash and cash equivalents	$	~~196~~31,~~221~~446		$	2533,~~208~~136
Prepaid expenses		1,100			21,~~788~~100
Current assets held for sale (Note 12)		19,496			20,011
Current assets held for sale (Note 10)		20,740			19,852
Total current assets		~~216~~53,~~817~~286			4854,~~007~~088
Deposit on PetroChase Inc. Investment (Note 6)		250,000			-
Advances to WhiteTop (Note 5)		854,620			783,620
Total Assets	$	~~466~~907,~~817~~906		$	48837,~~007~~708
LIABILITIES AND DEFICIT
Current
Accounts payable and accrued liabilities	$	~~159~~84,~~649~~158		$	~~211~~90,~~813~~864
Litigation Provision (Note 13)		42,944			-
Derivative liability – convertible promissory notes (Note 6)		2,631,179			3,386,251
Promissory notes payable (Note 7)		30,000			-
Derivative liability – warrants (Note 6)		429,425			338,873
Derivative liability – convertible promissory notes (Note 8)		3,376,672			1,162,058
Due to related party (Note 7)		115,000			115,000
Derivative liability – warrants (Note 8)		551,242			268,611
Convertible promissory notes - net of unamortized debt discount (Note 6)		2,535,542			2,841,109
Due to related party (Note 9)		115,000			115,000
Accrued interest – convertible promissory notes (Note 6)		265,992			210,202
Convertible promissory notes – net of unamortized debt discount (Note 8)		2,245,962			619,769
Current liabilities held for sale (Note 10)		6,733			6,429
Accrued interest – convertible promissory notes (Note 8)		127,900			137,936
Total Current Liabilities		6,068,029			6,988,728
Current liabilities held for sale (Note 12)		6,280			6,420
Total Current Liabilities		6,655,649			2,521,607
Commitments and contingencies
DEFICIT
Lithium Explorations Group, Inc. Stockholders’ Deficit
Capital stock (Note 3)
Authorized: 100,000,000 preferred shares, $0.001 par value 10,000,000,000 (June 30, 2016 – 2,000,000,000) common shares, $0.001 par value Issued and outstanding: Nil preferred shares (June 30, 2016 – Nil) 1,334,479,557 common shares (June 30, 2016 – 119,772,784)		1,334,480			- 119,773
Authorized: 100,000,000 preferred shares, $0.001 par value 10,000,000,000 common shares, $0.001 par value Issued and outstanding: 70,000,000 Series C preferred shares (June 30, 2017 – Nil)		70,000			-
Additional paid-in capital		49,620,663			48,598,773
3,530,818,688 common shares (June 30, 2017 – 2,649,152,021)		3,530,818			2,649,152
Accumulated other comprehensive loss		(33,984	)		(33,731	)
Additional paid-in capital		49,748,634			49,269,348
Accumulated deficit		(56,757,946	)		(50,806,439	)
Accumulated other comprehensive loss		(33,068	)		(33,890	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(5,836,787	)		(2,121,624	)
Accumulated deficit		(58,124,417	)		(57,683,563	)
Non-controlling interest		(352,045	)		(351,976	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(4,808,033	)		(5,798,953	)
Total Deficit		(6,188,832	)		(2,473,600	)
Non-Controlling Interest		(352,090	)		(352,067	)
Total Liabilities and Deficit	$	466,817		$	48,007
Total Deficit		(5,160,123	)		(6,151,020	)
Total Liabilities and Deficit	$	907,906		$	837,708

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

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

		Three Months			Three Months			Nine Months			Nine Months
		Three Months Ended			Three Months Ended
		Ended March			Ended March			Ended March			Ended March
		September 30,			September 30,
		31, 2017			31, 2016			31, 2017			31, 2016
		2017			2016
Revenue	$	-		$	-		$	-		$	-
Operating Expenses:
Mining (Notes 3 & 5)		50,160			-			87,792			5,000
Mining expenses		-			35,083
Selling, general and administrative (Notes 3 & 5)		311,970			63,979			754,436			373,393
Selling, general and administrative		187,341			178,657
Total operating expenses		~~362~~187,~~130~~341			63213,~~979~~740			~~842,228~~			~~378,393~~
Loss from operations		(~~362~~187,~~130~~341	)		(63213,~~979~~740	)		~~(842,228~~	)		~~(378,393~~	)
Other income (expenses)
Interest expense (Note 8)		(2,067,330	)		(97,758	)		(2,463,008	)		(699,719	)
Interest expense (Note 6)		(473,520	)		(223,216	)
(Loss) gain on change in the fair value of derivative liability (Note 8)		(90,017	)		112,247			68,275			576,533
Gain (loss) on change in the fair value of derivative liability (Note 6)		981,563			(1,150,330	)
Amortization of debt discount		(~~597~~761,~~871~~531	)		(78142,~~688~~332	)		~~(1,144,229~~	)		~~(399,010~~	)
Loss on settlement of warrants		(42,944	)		-			(42,944	)		-
Gain (loss) on extinguishment of liability		-			(1,491,082	)
Bad-debt write off		-			-			-			(20,000	)
		(253,488	)		(3,006,960	)
(Loss) gain on disposal of business operations		-			(96	)		-			7,468
Income loss before income taxes		(440,829	)		(3,220,700	)
Gain (loss) on extinguishment of liability		12,400			-			(1,527,301	)		-
Provision for income taxes (Note 4)		-			-
Loss before income taxes		(3,147,892	)		(128,274	)		(5,951,435	)		(913,121	)
Net loss from continuing operations		(440,829	)		(3,220,700	)
Provision for income taxes (Note 4)		-			-			-			-
Loss from discontinued operations		(48	)		(31	)
Net loss from continued operations		(3,147,892	)		(128,274	)		(5,951,435	)		(913,121	)
Net loss		(440,877	)		(3,220,731	)
Loss from discontinued operations		(61	)		(290	)		(141	)		(78,860	)
Less: Net loss attributable to the non-controlling interest		(23	)		(15	)
Net loss		(3,147,953	)		(128,564	)		(5,951,576	)		(991,981	)
Net loss attributable to Lithium Exploration Group, Inc. common shareholders	$	(440,854	)	$	(3,220,716	)
Less: Net loss attributable to the non-controlling interest		(30	)		(142	)		(69	)		(38,642	)
Basic and Diluted Loss per Common Share from continuing operations	$	(0.00	)	$	(0.07	)
	$
Basic and Diluted Loss per Common Share from discontinued operations	$	(0.00	)	$	(0.00	)
Net loss attributable to Lithium Exploration Group, Inc. Common shareholders		(3,147,923	)	$	(128,422	)	$	(5,951,507	)	$	(953,339	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		3,154,822,312			48,779,903
Basic and Diluted loss per Common Share from continuing operations	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.09	)
Comprehensive loss:
Basic and Diluted loss per Common Share from discontinued operations	$	-		$	-		$	-		$	-
Net loss	$	(440,877	)	$	(3,220,731	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		898,213,521			11,742,168			432,614,598			10,696,351
Foreign currency translation adjustment		822			(121	)
Comprehensive loss:		(440,055	)		(3,220,852	)
Net loss	$	(3,147,953	)	$	(128,564	)	$	(5,951,576	)	$	(991,980	)
Comprehensive loss attributable to non-controlling interest		(23	)		(15	)
Foreign currency translation adjustment		196			275			(253	)		(7,947	)
Comprehensive loss attributable to Lithium Exploration Group, Inc. common shareholders	$	(440,032	)	$	(3,220,837	)
Comprehensive loss		(3,147,757	)		(128,289	)		(5,951,829	)		(999,927	)
Comprehensive loss attributable to non-controlling interest		(30	)		(142	)		(69	)		(38,642	)
Comprehensive loss attributable to Lithium Exploration Group, Inc.common shareholders	$	(3,147,727	)	$	(128,147	)	$	(5,951,760	)	$	(961,285	)

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

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

	Common Shares				Additional			Accumulated
														Accumulated
					Paid-in			Other			Accumulated
	Prefer										Additional			Other						Non-
					Capital			Comprehensive			Deficit			Non-controlling			(Deficit)
	red										Paid-in			Comprehensive			Accumulated			controlling			Stockholders’
	Number of		Amount		$			Loss			$			Interest			$
	Shares		Amount		Common Shares			Amount $			Capital			Loss			Deficit			Interest			(Deficit)
	Shares		$					$						$
Balance – June 30, 2016	-	$	-		119,772,784		$	119,773		$	48,598,773		$	(33,731	)	$	(50,806,439	)	$	(351,976	)	$	(2,473,600	)
Balance – June 30, 2016	119,772,784	$	119,773	$	48,598,773		$	(33,731	)	$	(50,806,439	)	$	(351,976	)	$	(2,473,600	)
Common shares issued for debt conversion and interest	-		-		2,339,379,237			2,339,379			(1,072,560	)											1,266,819
Common shares issued for debt conversion and interest	1,214,706,773		1,214,707		(450,077	)		-			-			-			764,630
Derivative liability transferred to paid in capital on conversion of note											1,818,596												1,818,596
Derivative liability transferred to additional paid in capital on conversion of note	-		-		1,471,967			-			-			-			1,471,967
Common shares issued for exercise of warrants					190,000,000			190,000			(75,461	)											114,539
Foreign currency translation loss	-		-		-			(253	)		-			-			(253	)
Foreign exchange translation	-		-											(159	)								(159	)
Net loss for the period	-		-		-			-			~~(5,951,507~~	)		~~(69~~	)		(56,~~951~~877,~~576~~124	)		(91	)		(6,877,215	)
Balance – March 31, 2017	1,334,479,557	$	1,334,480	$	49,620,663		$	(33,984	)	$	(56,757,946	)	$	(352,045	)	$	(6,188,832	)
Balance – June 30, 2017	-	$	-		2,649,152,021		$	2,649,152		$	49,269,348		$	(33,890	)	$	(57,683,563	)	$	(352,067	)	$	(6,151,020	)
Common shares issued for debt conversion and interest	-		-		870,000,000			870,000			(577,500	)											292,500
Common shares issued for accounts payable					11,666,667			11,666			(3,500	)											8,166
Preferred shares issued for settlement of debt and accrued interest	70,000,000		70,000								687,347												757,347
Derivative liability transferred to paid in capital on conversion of note											372,939												372,939
Foreign exchange translation	-		-											822									822
Net loss for the period	-		-														(440,854	)		(23	)		(440,877	)
Balance – September 30, 2017	70,000,000	$	70,000		3,530,818,688		$	3,530,818		$	49,748,634		$	(33,068	)	$	(58,124,417	)	$	(352,090	)	$	(5,160,123	)

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

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

		Nine Months Ended			Nine Months Ended
		Three Months Ended			Three Months Ended
		March 31,			March 31,
		September 30,			September 30,
		2017			2016
Cash Flows from Operating Activities
Net loss from continuing operations	$	(5440,~~951,435~~829	)	$	(~~913~~3,~~121~~220,700	)
Loss from discontinued operations		(~~141~~48	)		(~~78,860~~31	)
Adjustments to reconcile net loss to net cash
Adjustments to reconcile net loss to net cash used in operating activities:
used in operating activities:
Non-cash Interest expense		270,825			199,679
Non-cash interest expense		2,229,270			629,248
Common shares issued for interest		-			85
Common shares issued for interest		75,633			-
(Gain) loss on change in the fair value of derivative liability		(981,563	)		1,150,330
Gain (loss) on disposal of business operation		-			(7,468	)
Amortization of debt discount		761,531			142,332
Loss on settlement of debt		42,944			-
Loss on extinguishment of debt and derivative liabilities		-			1,491,082
Bad debt written-off					20,000
(Gain) on change in the fair value of derivative liability		(68,275	)		(576,533	)
Amortization of debt discount		1,144,229			399,010
Loss on extinguishment of debt and derivative liabilities		1,527,301			-
Changes in operating assets and liabilities:
Receivable, net		-			13,421
Prepaid expenses		-			1,688
Prepaid expenses		1,688			-
Accrued interest		113,649			23,452
Accrued interest		148,741			70,471
Accounts payable and accrued liabilities		1,461			(23,361	)
Accounts payable and accrued liabilities		(52,164	)		105,644
Net cash used in operating activities from continuing operations		(274,974	)		(235,444	)
Net cash used in operating activities from continuing operations		(902,209	)		(338,188	)
Net cash provided by operating activities from discontinued operations		(584	)		142
Net cash provided by operating activities from discontinued operations		375			51,338
Net cash used in operating activities		(275,558	)		(235,302	)
Net cash used in operating activities		(901,834	)		(286,850	)
Cash Flows from Investing Activities
Investment in PetroChase Inc.		(250,000	)		-
Investment in PetroChase, Inc.		-			(250,000	)
Net cash used in investing activities		(250,000	)		-
Advances to WhiteTop		(71,000	)		-
Net cash used in investing activities		(71,000	)		(250,000	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes, net		1344,~~323,100~~046			~~238~~500,000
Net cash provided by financing activities		1344,~~323,100~~046			~~238~~500,000
Effect of foreign exchange		(253	)		(7,947	)
Effect of foreign currency exchange		822			(67	)
Increase (decrease) in cash and cash equivalents		171,013			(56,797	)
(Decrease) increase in cash and cash equivalents		(1,690	)		14,631
Cash and cash equivalents - beginning of period		2533,~~208~~136			6425,~~098~~208
Cash and cash equivalents - end of period	$	~~196~~31,~~221~~446		$	739,~~301~~839
Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplementary non- cash Investing and Financing Activities:
Common stock issued for debt conversion	$	688,996		$	151,166
Non-cash investing and financing activities:
Derivative liability re-classed to additional paid in capital	$	1,471,967		$	302,262
Common stock issued for debt conversion and accrued interest	$	292,500		$	21,475
Debt discount on issuance of convertible note and warrants	$	2,218,019		$	230,005
Common stock issued for accounts payable	$	8,166		$	-
Initial derivative liability on note issuance	$	4,447,289		$	836,980
Preferred stock issued for debt settlement	$	757,347		$	-
Interest reclassed to convertible note	$	158,778		$	5,680
Derivative liability re-classed to additional paid in capital	$	372,939		$	36,147
Re-classification of discontinued assets and liabilities to additional paid in capital	$	-		$	60,188
Debt discount on issuance of convertible note and warrants	$	419,156		$	804,019
Initial derivative liability on note and warrant issuance	$	689,981		$	1,003,702
Interest reclassed to convertible note	$	-		$	1,540

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

LITHIUM EXPLORATION GROUP, INC. NOTES TO UNAUDITED ~~CONDENSED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE ~~AND NINE~~ MONTHS ~~ENDED~~ ~~MARCH~~ENDED 31SEPTEMBER 30, 2017

NOTE 1. ~~Organization~~- ORGANIZATION

Lithium Exploration Group, Inc. (~~formerly~~the ~~Mariposa~~“Company”) ~~Resources,~~is a U.S.-based exploration and development company that had ~~Ltd~~been focused on the acquisition and development potential of lithium brines and other precious metals that demonstrate high probability for near-term production.) (Currently the “company is focused testing its SonCav Technology for use in the oil and gas industry and the acquisition of oil and gas related assets in Western Canada and Southwest Louisiana. The Company”) was incorporated on May 31, 2006 in the State of Nevada~~, U.S.A.~~ Itunder isthe ~~based~~name in“Mariposa ~~Phoenix~~Resources, ~~Arizona~~Ltd.” Effective November 30, ~~USA.~~2010, ~~The~~it ~~accounting~~changed ~~and~~its ~~reporting policies~~name ofto ~~the~~“Lithium ~~Company~~Exploration ~~conform~~Group, Inc.,” toby ~~accounting~~way ~~principles~~of ~~generally~~a ~~accepted~~merger ~~in the~~with ~~United~~its ~~States~~wholly-owned ofsubsidiary ~~America~~Lithium Exploration Group, ~~and~~Inc., ~~the~~which ~~Company’s~~was ~~fiscal~~formed ~~year~~solely ~~end~~for isthe ~~June~~change 30of name.

~~Effective~~As ~~November~~used 30in this Quarterly Report on Form 10-Q and the accompanying unaudited condensed consolidated financial statements and notes, ~~2010~~and unless otherwise indicated, the ~~Company~~terms ~~changed~~“we,” ~~its~~“us,” “our” ~~name~~or to the “Company” refer to Lithium Exploration Group, Inc.,” ~~by way of~~ a ~~merger~~Nevada corporation, ~~with~~including ~~its~~our wholly-owned subsidiaries, Alta Disposal Ltd., an ~~subsidiary~~Alberta, ~~Lithium~~Canada ~~Exploration~~corporation ~~Group~~(“Alta Disposal”), Black Box Energy, Inc., ~~which~~a ~~was~~Nevada corporation ~~formed~~(“Black ~~solely~~Box ~~for~~Energy”), ~~the~~and our 51% owned subsidiary, Alta Disposal ~~change~~Morinville ofLtd., ~~name~~(formerly Bluetap Resources, Ltd.) an Alberta, Canada corporation (“ADM”), unless otherwise indicated.

AOn ~~wholly~~October ~~owned~~17, ~~subsidiary~~2014, ~~1617437~~the ~~Alberta~~Company amended ~~Ltd.~~its Articles of Incorporation, which amendment was ~~incorporated~~ infiled with the ~~province~~Nevada Secretary of ~~Alberta~~State on October 17, ~~Canada~~2014, onto ~~July~~increase 8the authorized capital of common shares from 500,000,000 ~~2011~~common shares, par value $0.001, ~~Effective October~~to 2,000,000,000 common ~~2013~~shares, ~~the~~par ~~subsidiary~~value ~~changed~~$0.001. ~~its~~The ~~name~~then toauthorized ~~Alta~~capital ~~Disposal~~consists ~~Ltd~~of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

On ~~October~~January 1819, ~~2013~~2015, the Company received ~~acquired~~written ~~51%~~consent ~~interest~~from inits ~~Alta~~Board of Directors to implement a reverse ~~Disposal~~stock ~~Morinville~~split ~~Ltd.~~of ~~(formerly~~its ~~Blue~~issued ~~Tap~~and ~~Resources~~outstanding ~~Ltd.).~~shares ~~Effective~~of ~~September~~common stock on a basis of 4,20 ~~2015,~~old ~~the~~shares ~~Company~~of ~~entered~~common ~~into~~stock anfor ~~Asset~~1 ~~Purchase~~new ~~Agreement~~share ~~with~~of ~~Cancen~~common ~~Oil Canada~~stock. ~~whereby~~Stockholders of the Company ~~agrees~~originally toapproved ~~sell~~the ~~all~~reverse ~~right,~~stock ~~title~~split ~~and~~on ~~interest~~October of14, ~~Alta Disposal~~2014 ~~Morinville~~at ~~Ltd~~a special meeting. ~~assets~~The ~~for~~reverse ~~total~~stock ~~purchase~~split ~~price~~was ofreviewed ~~CAD$10,000~~and approved for filing by ~~approximately~~FINRA ~~USD$7~~and made effective on February 25,~~466~~ 2015.

On ~~March~~July 113, ~~2014~~2015, the ~~Company~~Board ~~through~~of Directors ~~its~~approved ~~100%~~an ~~subsidiary~~increase ~~Alta Disposal~~in ~~Ltd.~~authorized ~~acquired~~capital ~~50%~~from ~~interest~~2,000,000,000 inshares of ~~Tero~~common ~~Oilfield~~stock, ~~Services~~par ~~Ltd~~value $0.001, ~~(the~~to ~~“Tero”) On~~10,000,000,000 ~~May~~shares 1of common stock, ~~2015~~par value of $0.001 per share, ~~the~~and ~~Company~~a ~~entered~~reverse ~~into~~stock split on a ~~Share~~basis ~~Purchase~~of ~~Agreement~~up ~~with~~to an200 old ~~individual~~shares of common stock for 1 share of common stock. The increase of authorized capital and ~~disposed~~stock ~~its~~split ~~50%~~was ~~interest~~approved inby ~~Tero~~shareholders on July 13, 2015.

OnThe ~~September~~Company’s 9,executive ~~2016,~~offices are ~~the~~located ~~Company~~at ~~acquired~~4635 ~~100%~~South ~~interest~~Lakeshore ~~in Black~~Drive, ~~Box~~Suite ~~Energy~~200, ~~Inc.~~Tempe, ~~(Black~~AZ ~~Box~~85282-7127. ~~Energy”)~~The telephone anumber ~~company~~for ~~incorporated~~our inTempe ~~the~~office ~~state of~~is ~~Nevada~~(480) 641-4790.

OnNOTE ~~September~~2 9,– ~~2016,~~SIGNIFICANT ~~the~~ACCOUNTING ~~Company~~POLICIES ~~through its 100% subsidiary Black Box Energy entered into an agreement with PetroChase to acquire a 50% of a 70% of the working interest in the McKean County Project.~~

The Company is engaged principally in the acquisition, exploration, and development of resource properties. Prior to June 25, 2009, the Company had the right to conduct exploration work on 20 mineral mining claims in Esmeralda County, Nevada, U.S.A. On July 31, 2009, the Company acquired an option to enter into a joint venture for the management and ownership of the Jack Creek Project, a mining project located in Elko County, Nevada. On September 25, 2009, the joint venture was terminated and the Company entered into an agreement with Beeston Enterprises Ltd., under which the Company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District of British Columbia, Canada. On December 16, 2010, the Company entered into an Assignment Agreement to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada (see Note 5). On November 8, 2011, the Company entered into a letter agreement with Glottech-USA. Pursuant to the terms of the agreement, the Company was granted an exclusive license to use and distribute the technology within the Swan Hills region of Alberta as well as a non-exclusive right to distribute the technology within Canada.

2. Significant Accounting Policies

Basis of presentation and consolidation

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

These interim financial statements as of and for the ~~nine~~ three months ended September ~~March 31~~30, 2017 and 2016 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three ~~and nine~~ months ended ~~March~~September 3130, 2017 are not necessarily indicative of the results to be expected for the year ~~ending~~ended June 30, ~~2017~~2018 or for any future period. All references to ~~March~~September 3130, 2017 and 2016 in these footnotes are unaudited.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended June 30, 2016, included in the Company’s annual report on Form 10-K filed with the SEC on October 18, 2016.

Principal of Consolidation

The ~~unaudited~~consolidated ~~condensed~~ financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal ~~Ltd.,~~and its 51% owned subsidiary ~~Alta Disposal Morinville Ltd~~ADM. ~~(formerly Bluetap Resources Ltd.), and its 100% interest in Black Box Energy.~~ Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework. ~~Note~~No ~~that no~~ transactions occurred within Black ~~Box~~ Box Energy for the ~~nine~~three months ended ~~March~~September 3130, 2017.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $~~196~~31,~~221~~446 and $2533,~~208~~136 in cash and cash equivalents at ~~March~~ 31September 30, 2017 and June 30, ~~2016~~2017, respectively.

Concentration of Risk

The Company maintains cash balances at a financial institution which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for banks located in the US. As of September ~~March 31~~30, 2017 and June 30, ~~2016~~ 2017, the Company had no deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid ~~expenses~~Expenses

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

Start-Up Costs

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

Mineral Acquisition and Exploration Costs

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

Concentrations of Credit Risk

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

Non-controlling Interest

The 49% third party ownership of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.) at ~~March~~September 3130, 2017 and ~~2016~~June 30, 2017 are recorded as non-controlling interests in the consolidated financial statements. Details of changes in the non-controlling interests during the ~~year~~three months ended ~~June~~September 30, ~~2016~~2017 and ~~period~~ ~~ending~~2016 ~~March~~and ~~31, 2017~~ are reflected in the unaudited condensed consolidated statement of deficit.

Related Parties

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

Net Income or (Loss) per Share of Common Stock

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

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive. The total number of potential ~~no.~~number of dilutive shares is 29,~~938~~011,~~230~~220,~~749~~371 as of atSeptember ~~the period ending March 31~~30, 2017.

Foreign Currency Translations

The Company’s functional and reporting currency is the US U.S. dollar. All transactions initiated in other currencies are translated into US U.S. dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

Translation of Foreign Operations

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

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

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

The relevant translation rates are as follows: For the period ending March 31, 2017 closing rate at 0.7519 CDN$: US$, average rate at 0.7571 CDN$: US$ and for the year ended June 30, 2016 closing rate at 0.769 CDN$: US$, average rate at 0.7761 CDN$: US$. For the period ending March 31, 2016 closing rate at 0.771 CDN$: US$, average rate at 0.7468 CDN$: US$ 10

The relevant translation rates are as follows:

		Three months ended September 30,
		2017		2016
Closing rate CDN$ to US$ as of September 30,	$	0.806	$	0.762
Average rate CDN$ to US $ for the period September 30,		0.798		0.767

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. As atof ~~March~~September 3130, 2017 and ~~June~~ ~~30,~~ 2016, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

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

Environmental Expenditures

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

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Warrants

The Company accounts for currently outstanding detachable warrants to purchase common stock as derivative liabilities as they are freestanding derivative financial instruments. The warrants are recorded as derivative liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the consolidated statements of operations and comprehensive loss. Upon exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity.

Convertible Instruments

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

Fair Value of Financial Instruments

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

• Level 1 - Quoted prices in active markets for identical assets or liabilities; • Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

~~Level~~The 2carrying -amounts ~~Inputs~~of ~~other~~our company’s ~~than~~financial ~~quoted~~assets ~~prices~~and ~~included~~liabilities, ~~within~~such ~~Level~~as cash and cash equivalents, 1prepaid ~~that~~expenses, ~~are~~deposit, ~~either~~accounts ~~directly~~payable orand ~~indirectly~~accrued ~~observable;~~liabilities, and due to a related party approximate their fair values because of the short maturity of these instruments.

Our Level 3 -financial ~~Unobservable~~liabilities consist ~~inputs~~of ~~that~~the ~~are~~derivative ~~supported~~liability byof ~~little~~our orcompany’s secured convertible promissory notes and debentures issued to investors, and the derivative warrants issued in connection with these convertible promissory notes and debentures. There is no current market ~~activity~~for these securities such that the determination of fair value requires significant judgment or estimation. Our company used a lattice model which incorporates transaction details such as company stock price, ~~therefore~~contractual ~~requiring~~terms, anmaturity, ~~entity~~risk tofree ~~develop~~rates, ~~its~~as ~~own~~well as assumptions about ~~the~~future ~~assumptions~~financings, ~~that~~volatility, ~~market~~and ~~participants~~holder ~~would~~behavior ~~use~~as inof ~~pricing~~the date of issuance and each balance sheet date.

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

The Company’s Level 3 financial liabilities consist of the liability of the Company’s secured convertible promissory notes and debentures issued to investors, and the derivative warrants issued in connection with these convertible promissory notes and debentures. There is no current market for these securities such that the determination of fair value requires significant judgment or estimation. The Company used a fair value model which incorporates transaction details such as Company stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Revenue Recognition

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

Sales comprise the fair value of the consideration received or receivable for the sale of goods and rendering of services in the ordinary course of the Company’s activities. Sales are presented, net of tax, rebates and discounts, and after eliminating intercompany sales. The Company recognizes revenue when the amount of revenue and related cost can be reliably measured and it is probable that the collectability of the related receivables is reasonably assured.

~~During the year ended June 30, 2016 and period ending March 31, 2017, the Company didn’t record any revenue under continuing operation.~~ 12

During the three months ended September 30, 2017 and 2016, the Company had no revenue under continuing operation.

Income Taxes

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

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

Receivables

Trade and other receivables are customer obligations due under normal trade terms and are recorded at face value less any provisions for uncollectible amounts considered necessary. The Company includes any balances that are determined to be uncollectible in its overall allowance for doubtful accounts. The Company recorded $Nil (~~June~~September 30, 2016 - $Nil) in allowance for doubtful accounts.

Recent Accounting Pronouncements

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

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

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

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

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

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

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

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

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

ASU 2016-13 introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model and generally will result in earlier recognition of allowances for losses. The guidance will be effective for the first interim period of our 2021 fiscal year, with early adoption in fiscal year 2020 permitted.

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

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

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

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

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

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-10 on its consolidated financial statements.

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

NOTE 3. ~~Capital~~– ~~Stock~~CAPITAL STOCK

Reverse Stock Splits

On January 19, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 20 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective February 25, 2015.

On July 13, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 200 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective September 30, 2015. The Company’s authorized capital will not be affected by the reverse stock split. The split is reflected retrospectively in the accompanying financial statements.

Authorized Stock

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

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

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

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

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

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

~~Effective~~The ~~June~~Company's ~~22,~~authorized ~~2015,~~capital consists ~~the~~of ~~Company designated 50~~2,000,000,000 ~~of its~~common shares and 100,000,000 ~~authorized~~preferred shares, ~~of preferred stock as series A preferred~~all ~~stock.~~with ~~The~~a ~~series A preferred stock,~~ par value of $0.001~~, will rank senior to the Company’s common stock, carrying general voting rights with the common stock at the rate of 62 votes per share~~. The series A preferred stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of series A preferred stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of series A preferred stock will be required for any change to the Company’s Articles of Incorporation.

Effective June 22, 2015, the Company designated 50,000,000 of its 100,000,000 authorized shares of preferred stock as series A preferred stock. The series A preferred stock, par value $0.001, will rank senior to the Company’s common stock, carrying general voting rights with the common stock at the rate of 62 votes per share. The series A preferred stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of series A preferred stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of series A preferred stock will be required for any change to the Company’s Articles of Incorporation. Theses series A preferred shares were deemed cancelled during the year ended June 30, 2016.

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

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

Share Issuances

Preferred Stock Issuance

During the three months ended September 30, 2017, the Company issued 70,000,000 Series C Preferred Shares for settlement of convertible promissory notes and accrued interest, valued at $757,347.

Common Stock Issuance

~~For~~During the ~~year~~three months ended ~~June~~September 30, ~~2016:~~2017, the Company issued 870,000,000 common shares at deemed prices ranging from $0.00030 to $0.00038 per share upon conversion of the convertible promissory notes and accrued interest, valued at $292,500.

~~During~~On ~~the~~July ~~year ended June 30~~31, ~~2016~~ 2017, the Company issued ~~109~~ 11,~~612~~666,~~491~~667 common shares ~~upon~~in ~~conversion~~payment offor ~~the~~past ~~convertible~~legal services ~~promissory~~at ~~notes~~a ~~and accrued~~deemed ~~interest,~~value ~~valued~~of at $~~476~~8,~~901~~166.

~~The~~NOTE ~~Company~~4 ~~also~~– ~~issued~~PROVISION ~~2,577,896~~FOR ~~shares,~~INCOME ~~valued~~TAXES ~~at $22,476 on cashless exercise of warrants during the year ended June 30, 2016.~~

For the period ended March 31, 2017:

During the nine-months ended March 31, 2017, the Company issued 1,214,706,773 common shares at a deemed price ranging from $0.0005 to $0.00075 per share for promissory note and interest conversion valued at $764,630 (Note 6).

4. Provision for Income Taxes

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

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 31, 2006 (date of inception) through ~~March~~September 3130, 2017 of approximately $~~16,320,558~~15 million will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $1391,~~000,333~~274 and $~~464~~237,~~277~~188 during the ~~periods~~ three months ended ~~March~~September 3130, 2017 and 2016 respectively.

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

The Company has no tax position at ~~March~~September 3130, 2017 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the ~~periods~~ periods presented. The Company had no accruals for interest and penalties at ~~March~~ 31September 30, 2017. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended exploration stage activities. The tax years for June 30, 2016, ~~June 30,~~ 2015, ~~June 30,~~ 2014, ~~June 30,~~and 2013 ~~and June 30, 2012~~ are still open for examination by the Internal Revenue Service (IRS).

		For the nine months ended March 31, 2017
		For the three months ended
		September 30, 2017
		Amount			Tax Effect (35%)
Loss before income tax	$	5440,~~951,435~~829		$	2154,~~083,002~~290
Shares issued for interest expenses		~~(75,633~~-	)		~~(26,472~~	)
Non-cash interest expense		(2269,~~229,270~~587	)		(~~780~~94,~~244~~355	)
Loss on change in fair value of derivative liability - convertible notes and warrants and extinguishment of debt		(1,459,026	)		(510,659	)
Gain on change in fair value of derivative liability and extinguishment of debt		981,563			343,547
Amortization of debt discount		(1761,~~144,229~~531	)		(~~400~~266,~~480~~536	)
Loss on settlement of debt		(42,944	)		(15,030	)
Total		391,274			136,946
Total		1,000,333			350,117
Valuation allowance		(391,274	)		(136, 946	)
Valuation allowance		(1,000,333	)		(350,117	)
Net deferred tax asset (liability)	$	-		$	-

		For the nine months ended March 31, 2016
		For the three months ended
		September 30, 2016
		Amount			Tax Effect (35%)
Net loss	$	913,121			319,592
Loss before income tax	$	3,220,699		$	1,127,245
Non-cash interest expense		(699,718	)		(244.901	)
Shares issued for interest expenses		(85	)		(30	)
Gain on change in fair value of derivative liability		576,533			201,787
Non-cash interest expense		(199,683	)		(69,889	)
Amortization of debt discount		(399,010	)		(139,438	)
Gain on change in fair value of derivative liability		(1,150,330	)		(402,616	)
Impairment		7,468			2,614
Loss on extinguishment of liability		(1,491,082	)		(521,879	)
Total		398,393			139,438
Amortization of debt discount		(142,332	)		(49,816	)
Valuation allowance		(398,393	)		(136,438	)
Total		237,188			83,016
Valuation allowance		(237,188	)		(83,016	)
Net deferred tax asset (liability)	$	-		$	-

NOTE 5. ~~Mineral~~– ~~Property~~DEPOSITS ~~Costs~~AND ADVANCES

~~Mineral~~Joint ~~Permit~~Development ~~(Assignment~~and Option Agreement with ~~Lithium Exploration~~White ~~VIII Ltd.)~~Top

On ~~December~~April 1613, ~~2010~~2017, the Company’s wholly-owned subsidiary, BBE, entered into ana ~~Assignment~~Joint Development and Option Agreement with White Top Oil & Gas, LLC (“White Top”), a Louisiana limited liability company (the “White Top Agreement”), under which White Top is the designee to ~~acquire~~a funding agreement to finance and participate in the ~~following:~~completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana. Under the terms of the White Top Agreement, BBE has advanced $854,620 as of September 30, 2017 ($783,620 as of June 30, 2017) to White Top as consideration, which is reflected as Advances to White Top on the Company’s balance sheet (see Note 9).

a.)	An undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada.
b.)	All of the assignor’s right, title and interest in and to the Option Agreement.

NOTE 6 – CONVERTIBLE PROMISSORY NOTES

InSummary ~~consideration for the Assignment, the Company agreed to pay US$90,000 by way~~ of ~~cash~~convertible ~~or stock of equal value (consisting of amounts~~promissory ~~previously~~notes ~~paid~~at bySeptember ~~the Assignor pursuant to the Option Agreement). The full $90~~30,~~000~~ ~~(consisting~~2017 ofis ~~option~~as payments ‘i’ and ‘v’ below) was expensed and included in the December 31, 2011 accounts payable balance. The Option shall be in good standing and exercisable by the Company by paying the following amounts on or before the dates specified in the following schedulefollows:

i.) CDN $40,000 (paid) upon execution of the agreement;

							Accretion
							of								Transfer
		June 30,			Principal		Issuance		Total						(Loan			June 30,
		2017			Issued		Cost		Converted			Repaid			Extinguished)			2017

February 13, 2013	$	10,954		$	-	$	-	$	-		$	(10,954	)	$	-		$	-
July 22, 2014		7,222			-		-		-			-			-			7,222
February 6, 2015		7,150			-		-		-			-			-			7,150
September 9, 2015		30,000			-		-		-			-			-			30,000
August 12, 2016		45,712			-		1,574		-			-			-			47,286
September 8, 2016		27,201			-		717		-			-			-			27,918
September 9, 2016		139,810			-		4,020		(124,500	)		-			-			19,330
September 9, 2016		20,925			-		-		-			-			-			20,925
September 19, 2016		1,165,000			-		-		(10,500	)		-			(708,000	)		446,500
September 27, 2016		121,655			-		2,992		-			-			-			124,647
October 10, 2016		99,740			-		2,369		-			-			-			102,109
October 27, 2016		45,365			-		2,035		-			-			-			47,400
October 31, 2016		157,594			-		4,156		-			-			-			161,750
November 14, 2016		28,569			-		1,460		-			-			-			30,029
November 22, 2016		27,693			-		1,141		-			-			-			28,834
November 30, 2016		94,215			-		3,195		-			-			-			97,410
December 23, 2016		41,221			-		1,830		-			-			-			43,051
December 29, 2016		86,432			-		2,279		(76,748	)		-			-			11,963
January 17, 2017		46,179			-		2,076		-			-			-			48,255
January 25, 2017		112,735			-		7,199		(72,240	)		-			-			47,694
January 26, 2017		80,707			-		7,271		-			-			-			87,978
January 27, 2017		106,680			-		2,505		-			-			-			109,185
February 3, 2017		73,223			-		2,973		-			-			-			76,196
March 1, 2017		331,754			-		11,457		-			-			-			343,211
March 13, 2017		78,074			-		2,613		-			-			-			80,687
March 20, 2017		206,037			-		6,921		-			-			-			212,958
April 4, 2017		127,958			-		4,298		-			-			-			132,256
May 2, 2017		25,763			-		868		-			-			-			26,631
May 5, 2017		25,755			-		868		-			-			-			26,623
May 15, 2017		308,729			-		10,415		-			-			-			319,144
May 17, 2017		309,655			-		10,586		-			-			-			320,241
June 8, 2017		76,985			-		2,604		-			-			-			79,589
June 8, 2017		76,985			-		2,604		-			-			-			79,589
June 30, 2017		100,063			-		3,414		-			-			-			103,477
July 3, 2017		-			100,000		2,406		-			-			-			102,406
July 14, 2017		-			15,000		514		-			-			-			15,514
July 26, 2017		-			15,000		496		-			-			-			15,496
July 26, 2017		-			30,000		722		-			-			-			30,722
August 4, 2017		-			30,000		722		-			-			-			30,722
August 4, 2017		-			30,000		963		-			-			-			30,963
September 5, 2017		-			30,000		722		-			-			-			30,722
September 7, 2017		-			55,000		1,525		-			-			-			56,525
September 28, 2017		-			50,000		1,156		-			-			-			51,156

	$	4,243,740		$	355,000	$	115,665	$	(283,988	)	$	(10,954	)	$	(708,000	)	$	3,711,463
Less: Unamortized debt discount	$	(1,402,631	)		-		-		-			-			-			(1,175,921	)
Total note payable, net of debt discount	$	2,841,109			-		-		-			-			-		$	2,535,542
Current portion	$	2,841,109			-		-		-			-			-		$	2,535,542
Long term portion	$	-			-		-		-			-			-		$	-

ii.)	CDN $60,000 (paid) on or before January 1, 2012;
iii.)	CDN $100,000 on or before January 1, 2013 (amended and paid);
iv.)	CDN $300,000 on or before January 1, 2014 (not paid); and
v.)	Paying all such property payments as may be required to maintain the mineral permits in good standing.

On July 3, 2017 Company issued an aggregate of $110,000 Convertible Promissory Notes with an issuance discount of $10,000 that matures on July 3, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Optionee shall provide a refundable amount of CDN$50,000 (paid) to the Optionor by November 2, 2010, which shall be applied by the Optionor towards work assessment expenses acceptable to the Government of Alberta, with any unused portion to be applied against payments required to maintain the permits underlying the property in good standing.

On December 31, 2012, the Company entered into an agreement to amend the original payment requirement of CDN$100,000 due on January 1, 2013 to the following payments: CDN $20,000 (paid) cash payment due on January 1, 2013 and CDN $80,000 by a 15% one year promissory note starting January 1, 2013. The promissory note is interest free until June 30, 2013. After then, interest will accrue on the principal balance then in arrears at the rate of 15% per annum. No payments shall be payable until December 31, 2013. At any time, the Optionor may elect to convert the remaining balance of CDN $80,000 plus accrued interest into common shares of the Company at 75% of the closing market price of the Company’s common shares on the election day. The full CDN$100,000 (US$95,008) (consisting of cash payment of CDN$20,000 (US$19,164) and note payable of CDN$80,000 (US$75,844) was expensed. The note is subject to be measured at its fair value in accordance with ASC 480-10-25-14. The fair value at issuance was CDN$106,667 (US$101,125) as of June 30, 2013. An additional $26,667 was charged to mining expense during the year June 30, 2013. An interest expense of CDN$3,058 (US$2,899) was accrued as at June 30, 2013. On July 3, 2013, the Optionor elected to convert the promissory note of CDN $80,000 (US$75,844) plus accrued interest of CDN$3,058 (US$2,899) for the total amount of CDN $83,058 (US$78,743) into 239 common shares of the Company at a price of US$330 per share. The January 1, 2014 payment was not paid by the Company, and subsequent to the schedule payment date, the agreement was terminated.

Glottech Technology

On March 17, 2011 and subsequently amended on November 18, 2011, the Company entered into a letter agreement to acquire one initial unit of proprietary and patented mechanical ultrasound technology for use in water purification, inclusive of its process of separating from water, as the primary fluid stock, the salt and other minerals and by –products contained therein, with Glottech – USA.

To acquire the unit, the Company must make the following payments:

a) US$25,000 upon execution of the agreement (paid); b) US$75,000 within 180 days of execution of the agreement (paid); c) US$700,000 within 10 days of receipt of invoice from Glottech –USA LLC if the payment in b) is made (paid). d) The Company also granted an option to acquire 500 shares for $1.00 to Glottech – USA upon receipt of the operational ultrasonic generator that they are building for Lithium Exploration Group. The 500 shares are to be paid from outstanding shares owned by Alex Walsh, company CEO. During the year ended June 30, 2011, the option resulting in additional mining expenses of $4,940,000 was valued using the fair market value of the shares to be issued. On October 1, 2012, Alex Walsh and GD International entered into an agreement to transfer 500 common shares owned by Alex Walsh to GD International. The shares were received by GD International on October 29, 2012.

Commencing as of the end of an initial sixty day testing and training period following satisfactory delivery and physical setup of the technology, and continuing thereafter for as long as the technology remains in the possession of the Company, the Company shall pay continuing monthly royalties in an amount equal to $2.00 per physical ton of water processed pursuant to the usage of the technology.

On June 12, 2012, the Company filed a complaint with the court of common pleas of Chester County, Pennsylvania against Glottech – USA, LLC, Eldredge, Inc., and the Eldredge Companies, Inc. The complaint seeks an order of the court granting possession of the unit, in its current state, to the Company.

~~Effective~~The ~~August~~Company ~~14,~~identified ~~2012,~~embedded derivatives related to the ~~Company~~Convertible ~~entered~~Promissory ~~into~~Notes. anThese ~~option~~embedded ~~agreement~~ derivatives ~~with~~included GDcertain ~~Glottech-International,~~conversion ~~Limited~~features. ~~(“GD~~The ~~International”)~~accounting totreatment of ~~protect~~ derivative ~~our~~financial ~~license~~instruments ~~and~~requires ~~distribution~~that ~~rights~~the inCompany record the ~~event~~fair ~~that GD-Glottech-USA,~~value ~~LLC~~ of ~~(“GD~~the ~~USA”)~~derivatives isas ~~unable~~of tothe ~~perform~~inception ~~and~~date ~~honor~~of the ~~obligations~~Convertible ~~contingent~~Promissory Note and to aadjust the fair value as of each subsequent balance sheet date. At the ~~letter~~ inception ~~agreement~~of ~~dated~~the ~~November~~Convertible 8Promissory Note, ~~2011~~the Company determined a fair value of $132,991 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Pursuant to the terms of the option agreement, we are required to provide an initial deposit of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. A further $15,000 was required for exercising the option agreement and it will be credited to future fees when patents rights are exercised. We exerised this option agreement on September 1, 2012 and released the funds to GD International.

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

~~On October 1, 2012, the Company entered into a sales agency agreement with GD International.~~ The ~~agreement~~initial ~~shall~~fair ~~replace~~values ~~all~~of ~~agreements entered~~the ~~previously.~~embedded ~~Pursuant~~debt toderivative ~~the agreement~~$57,619 ~~the~~was allocated ~~Company is appointed~~ as ~~GD International’s~~a ~~sales~~debt ~~agent~~discount ~~for~~with the ~~technology~~remainder ~~within the territory. As a consideration~~$75,372 ~~10,000~~was ~~common~~charged ~~shares of the Company shall be issued~~ to ~~GD International~~current period ~~(issued:~~operations ~~see~~as ~~d) above). GD International retains all right, title and~~ interest ~~in the technology~~expense. The term of this agreement will be an initial period of five years. The term shall be automatically renewable thereafter for successive five year periods provided that the Company has sold not less than 25 or more technology units during each applicable five year period.

5On July 14, 2017 Company issued an aggregate of $17,160 Convertible Promissory Notes with an issuance discount of $2,160 that matures on July 14, 2018. ~~Mineral~~These ~~Property~~notes ~~Costs~~bear -10% ~~Continued~~interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

OnThe ~~May~~Company 2,identified ~~2013,~~embedded derivatives related to the ~~Company~~Convertible ~~entered~~Promissory ~~into~~Notes. anThese ~~agreement~~embedded derivatives toincluded ~~retain~~certain conversion features. The accounting treatment of derivative financial instruments requires that the ~~future~~Company ~~use~~record the fair value of the ~~unit.~~derivatives ~~Pursuant~~as of the inception date of the Convertible Promissory Note and to adjust the ~~agreement~~fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company ~~must~~determined ~~make~~a fair value of $20,747 of the embedded derivative. The fair value of the embedded ~~following~~derivative ~~payments~~was determined using the Black Scholes Model based on the following assumptions:

a)	US$20,000 within three days of execution of the agreement (paid);
Dividend yield:		0.00%
b)	US$30,000 within three days upon the testing of the unit has been successfully completed
Volatility		225.76%
Risk free rate:		1.03%

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

On ~~September~~July 926, ~~2016~~2017 Company issued an aggregate of $17,160 ~~the~~Convertible ~~Company~~Promissory ~~acquired~~Notes ~~100~~with an issuance discount of $2,160 that matures on July 26, 2018. These notes bear 10% interest inper annum ~~Black~~and ~~Box~~the ~~Energy~~Holder of this Note is entitled, ~~Inc.~~at aits ~~company~~option, ~~incorporated~~at inany time, to convert all or any amount of the ~~State~~principal face amount of ~~Nevada.~~this ~~Black~~Note ~~Box~~then outstanding ~~Energy~~into ~~will~~shares ~~purchase~~of 50the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the ~~working~~lowest ~~interest~~trading inprice of the ~~McKean~~Common ~~County~~Stock ~~Project~~as ~~from~~reported ~~PetroChase,~~on ~~Inc.~~the ~~The~~OTC ~~consideration~~Markets ~~paid~~ for the ~~50%~~twenty ~~interest~~prior intrading ~~McKean~~days including the day ~~County~~upon ~~Project,~~which isa inNotice ~~the~~of ~~following~~Conversion ~~amounts:~~is received.

~~First~~The ~~Payment~~Company ~~made~~identified onembedded derivatives ~~09/09/2016~~related ~~for~~to anthe ~~amount~~Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $~~125~~20,~~000;~~747 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Second Payment made on 09/16/2016 for an amount of $125,000; and

Management Fees Payment for an amount of $30,000 within 90 days after the Second Payment.

The first two payments have been made to PetroChase, Inc. as at December 31, 2016 and appear as Deposit on Balance sheet. The Company is currently in dispute with PetroChase regarding the well that was not drilled in accordance with the agreement, and has filed a complaint against PetroChase in the Superior Court of the State of Arizona on March 22, 2017. The management fee payments have been postponed until this issue has been resolved (See Note 11).

7. Promissory Notes

Summary of promissory notes at June 30, 2016 and March 31, 2017 is as follows:

	June 30, 2016	Reclassification (Transfer)	(Payments)	March 31, 2017
September 16, 2016	$ -	$ 460,000	$ (460,000)	$ -
October 18, 2016	-	60,000	(30,000)	30,000
Total	$ -	$ 520,000	$ (490,000)	$ 30,000

The above promissory notes are short-term notes that carry no interest. They are expected to be settled by cash with varying payment terms. All of the promissory notes are expected to be settled by the end of fiscal year 2017.

8. Convertible Promissory Notes

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

~~Summary~~The ofinitial ~~convertible~~fair ~~promissory~~values ~~note~~of atthe ~~June~~embedded 30debt derivative $8,989 ~~2016~~was allocated ~~and March~~as 31a debt discount with the remainder $11,758 ~~2017~~was ischarged to current period operations as ~~follows:~~interest expense.

		June 30,		Principal		Accretion		Total			Repaid			Transfer			March 31,
		2016		Issued		of		converted						(Loan			2017
						Issuance								Extinguished)
						Cost
February 13, 2013	$	21,908	$	-	$	-	$	-		$	-		$	-		$	21,908
July 22, 2014		185,314		-		-		(162,789	)		-			(15,304	)		7,222
August 22, 2014		15,768		-		-		-			-			(15,768	)		-
February 6, 2015		7,150		-		-		-			-			-			7,150
March 9, 2015		10,220												(10,220	)		-
February 24, 2015		76,239		-		-		-			-			(76,239	)		-
August 3, 2015		36,000		-		-		(36,000	)		-			-			-
September 9, 2015		30,000		-		-		-			-			-			30,000
September 30, 2015		20,800		-		-		-			-			(20,800	)		-
November 06, 2015		12,000		-		-		(12,000	)		-			-			-
December 01, 2015		36,000		-		-		(18,000	)		-			(18,000	)		-
December 03, 2015		17,000		-		-		-			-			(17,000	)		-
January 27, 2016		29,750		-		-		(24,750	)		-			(5,000	)		-
February 1, 2016		49,197		-		-		-			-			(49,197	)		-
March 01, 2016		13,200		-		-		(13,200	)		-			-			-
March 24, 2016		12,100		-		-		(12,100	)		-			-			-
March 28, 2016		42,986		-		-		(2,216	)		-			(40,770	)		-
April 19, 2016		197,067		-		-		-			-			(197,067	)		-
May 16, 2016		30,250		-		-		(30,250	)		-			-			-
August 12, 2016		-		40,000		4,067		-			-			-			44,067
September 7, 2016		-		100,000		16,000		(169,920	)		-			53,920			-
September 8, 2016		-		25,000		1,502		(120,000	)		-			120,000			26,502
September 9, 2016		-		125,000		10,143		-			-			-			135,143
September 9, 2016		-		-		-		(87,772	)		-			108,697			20,925
September 15, 2016		-		232,000		13,396		-			-			-			245,396
September 16, 2016		-		-		-		-			(232,500	)		235,500			-
September 19, 2016		-		-		-		-			-			1,398,000			1,398,000
September 27, 2016		-		110,000		7,739		-			-			-			117,739
October 10, 2016		-		-		4,345		-			-			93,063			97,408
October 19, 2016		-		-		-		-			-			35,000			35,000
October 27, 2016		-		40,000		3,365		-			-			-			43,365
October 31, 2016		-		147,000		6,544		-			-			-			153,544
November 14, 2016		-		25,000		2,135		-			-			-			27,135
November 22, 2016		-		25,000		1,572		-			-			-			26,572
November 30, 2016		-		87,000		4,091		-			-			-			91,091
December 23, 2016		-		37,500		1,923		-			-			-			39,423
December 29, 2016		-		82,000		2,211		-			-			-			84,211
January 17, 2017		-		42,500		1,639		-			-			-			44,139
January 25, 2017		-		100,000		5,310		-			-			-			105,310
January 26, 2017		-		68,500		5,043		-			-			-			73,543
January 27, 2017		-		100,000		2,738		-			-			-			102,738
February 3, 2017		-		68,500		1,804		-			-			-			70,304
March 1, 2017		-		316,800		3,735		-			-			-			320,535
March 13, 2017		-		75,000		513		-			-			-			75,513
March 20, 2017		-		198,800		453		-			-			-			199,253

On July 26, 2017 Company issued an aggregate of $33,000 Convertible Promissory Notes with an issuance discount of $3,000 that matures on July 26, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

	$	842,950		$	2,045,600	$	100,268	$	(688,997	)	$	(232,500	)	$	1,575,882	$	3,643,201
Less: Unamortized debt discount	$	(223,181	)		-		-		-			-			-	$	(1,397,239	)
Total note payable, net of debt discount	$	619,769			-		-		-			-			-	$	2,245,962
Current portion	$	619,769			-		-		-			-			-	$	2,245,962
Long term portion	$	-			-		-		-			-			-	$	-

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $39,897 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

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

On August 4, 2017 Company issued an aggregate of $33,000 Convertible Promissory Notes with an issuance discount of $3,000 that matures on August 4, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $47,543 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

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

On August 4, 2017 Company issued an aggregate of $34,320 Convertible Promissory Notes with an issuance discount of $4,320 that matures on August 4, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

8.The Company identified embedded derivatives related to the Convertible Promissory Notes. –These ~~Continued~~embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $49,445 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

On September 8, 2016 Company had transferred an aggregate of $15,304 plus accrued interest of $104,696 in Convertible Promissory Notes from one debt holder to another. The transfer was treated as a modification of the Convertible Promissory Notes. The Convertible Promissory Notes matures on September 8, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

The ~~Company~~initial ~~identified~~fair ~~embedded~~values ~~derivatives~~of ~~related to~~ the ~~Convertible~~ ~~Promissory Notes. These~~ embedded ~~derivatives~~debt ~~included certain conversion features. The accounting treatment of~~ derivative ~~financial instruments~~$26,693 ~~requires~~was allocated ~~that the Company record the fair value of the derivatives~~ as ofa ~~the~~debt ~~inception~~discount ~~date~~with of the ~~Convertible~~remainder ~~Promissory~~$22,751 ~~Note~~was ~~and~~charged to ~~adjust~~current period ~~the fair~~operations ~~value~~ as ofinterest ~~each subsequent balance sheet date~~expense. At the inception of the Convertible Promissory Note, the Company determined a fair value of $90,498 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

On September 5, 2017, the Company issued an aggregate of $33,000 Convertible Promissory Notes with an issuance discount of $3,000 that matures on September 5, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The ~~initial~~Company ~~fair~~identified ~~values~~embedded derivatives ofrelated to the Convertible Promissory Notes. These embedded derivatives ~~debt~~included certain conversion features. The accounting treatment of derivative ~~$78,957~~financial instruments requires that the Company record the fair value ~~was~~of ~~allocated~~the derivatives as aof ~~debt~~the ~~discount~~inception date of the ~~note~~Convertible ~~with~~Promissory Note and to adjust the ~~remainder~~fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $1134,~~542~~230 ~~was~~of the embedded derivative. The fair value of the embedded ~~charged~~derivative towas ~~current~~determined ~~period~~using ~~operations~~the asBlack ~~interest~~Scholes ~~expense.~~Model based on the following assumptions:

On October 10, 2016 Company issued an aggregate of $102,369 Convertible Promissory Notes with no issuance costs that matures on October 10, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

The ~~Company~~initial ~~identified~~fair ~~embedded~~values ~~derivatives~~of ~~related to~~ the ~~Convertible~~ ~~Promissory Notes. These~~ embedded ~~derivatives~~debt ~~included certain conversion features. The accounting treatment of~~ derivative ~~financial instruments~~$11,000 ~~requires~~was allocated ~~that the Company record the fair value of the derivatives~~ as ofa ~~the~~debt ~~inception~~discount ~~date~~with of the ~~Convertible~~remainder ~~Promissory~~$23,230 ~~Note~~was ~~and~~charged to ~~adjust~~current period ~~the fair~~operations ~~value~~ as ofinterest ~~each subsequent balance sheet date~~expense. At the inception of the Convertible Promissory Note, the Company determined a fair value of $74,334 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

On September 7, 2017, the Company issued an aggregate of $62,920 Convertible Promissory Notes with an issuance discount of $7,920 that matures on September 7, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to the lessor of $0.005 or a discount of 25% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The initial fair values of the embedded debt derivative $74,334 was allocated as a debt discount and no amounts allocated to interest expense.

OnThe ~~October 19, 2016~~ Company ~~issued~~identified anembedded derivatives ~~aggregate~~related ofto ~~$35,000~~ the Convertible Promissory Notes. ~~with~~These noembedded derivatives ~~issuance~~included ~~costs~~certain ~~that~~conversion ~~matures on October 19, 2017~~features. ~~These~~The ~~notes~~accounting ~~bear~~treatment 8%of derivative ~~interest~~financial ~~per~~instruments ~~annum~~requires ~~and~~that the ~~Holder~~Company ofrecord ~~this~~the ~~Note~~fair isvalue ~~entitled,~~of atthe ~~its~~derivatives ~~option,~~as atof ~~any~~the ~~time,~~inception todate ~~convert~~of ~~all~~the orConvertible ~~any~~Promissory ~~amount~~Note and ofto adjust the ~~principal~~ ~~face~~fair ~~amount~~value as of ~~this~~each ~~Note~~subsequent ~~then~~balance ~~outstanding~~sheet ~~into~~date. ~~shares~~At the inception of the ~~Company's common~~Convertible ~~stock~~Promissory atNote, athe ~~price~~Company ~~equal~~determined toa ~~65%~~fair value ~~discount~~ of ~~the lowest trading price~~ $80,426 of the ~~Common~~ ~~Stock~~embedded asderivative. ~~reported~~The onfair ~~the~~value ~~OTC~~of ~~Markets for~~ the ~~twenty~~embedded ~~prior~~derivative ~~trading~~was ~~days including~~determined using the ~~day~~Black ~~upon~~Scholes ~~which~~Model abased ~~Notice~~on ofthe ~~Conversion~~following isassumptions: ~~received.~~

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $44,093 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

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

~~The~~On ~~initial~~September ~~fair~~28, ~~values~~2017, the Company issued an aggregate of ~~the~~$57,200 ~~embedded~~Convertible ~~debt~~Promissory ~~derivative~~Notes with an issuance discount of $187,~~846~~200 that matures on September 28, 2018. These notes bear ~~was~~10% ~~allocated~~interest asper aannum ~~debt~~and ~~discount~~the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the ~~note~~principal ~~with~~face amount of this Note then outstanding into shares of the ~~remainder~~Company's common stock at a price equal to the lessor of $0.005 or a discount of 25~~,247~~% ~~was charged~~of tothe ~~current~~lowest ~~period~~trading ~~operations~~price of the Common Stock as ~~interest~~reported ~~expense~~on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

OnThe ~~October 27, 2016~~ Company ~~issued~~identified anembedded derivatives ~~aggregate~~related ofto ~~$48,400~~ the Convertible Promissory Notes. ~~with~~These ~~issuance~~embedded derivatives ~~cost~~included ofcertain ~~$8,400~~conversion ~~that~~features. ~~matures~~The ~~on October~~accounting ~~27,~~treatment ~~2017.~~of derivative ~~These~~financial ~~notes~~instruments ~~bear~~requires ~~10%~~that ~~interest~~the ~~per~~Company ~~annum~~record ~~and~~ the ~~Holder~~fair value of ~~this Note~~the isderivatives ~~entitled,~~as atof ~~its~~the ~~option,~~inception atdate ~~any~~of ~~time,~~the toConvertible ~~convert~~Promissory ~~all~~Note and orto ~~any~~adjust ~~amount of~~ the ~~principal~~fair ~~face~~value ~~amount~~as of ~~this~~each ~~Note~~subsequent ~~then~~balance ~~outstanding~~sheet ~~into~~date. ~~shares~~At of the ~~Company's~~inception ~~common~~of ~~stock~~the atConvertible aPromissory ~~price~~Note, ~~equal~~the toCompany ~~50%~~determined ~~discount~~a fair value of ~~the~~$73,114 ~~lowest trading price~~ of the ~~Common~~embedded ~~Stock~~derivative. asThe ~~reported~~fair onvalue ~~the~~of ~~OTC Markets for~~ the ~~twenty prior~~embedded ~~trading~~derivative ~~days~~was ~~including~~determined using the ~~day~~Black ~~upon~~Scholes ~~which~~Model abased ~~Notice~~on ofthe ~~Conversion is received.~~following assumptions:

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $27,583 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

Dividend yield:	0.00%
Volatility	241,19%
Risk free rate:	.85%

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

The ~~initial~~modification ~~fair~~of ~~values~~the ofNotes was evaluated under FASB Accounting Standards Codification (“ASC”) Topic No. 470-50-40, “Debt Modification and Extinguishments”. Therefore, according to the guidance, ~~embedded~~the ~~debt~~instruments ~~derivative~~were ~~$27~~determined to be substantially different,~~583~~ and the ~~was~~transaction ~~allocated~~qualified for extinguishment accounting. During the three months ended September 30, 2017 and 2016, $0 and $1,491,082, respectively, was recorded as aloss ~~debt~~on ~~discount~~extinguishment upof debt due to ~~the~~settlement ~~proceeds~~agreement with note holders. The $1,491,082 consists of ~~the~~net ~~note~~increase in principal of convertible promissory notes of $1,393,027 (net of extinguished interests of $29,098), increase in principal of non-convertible promissory notes of $460,000, extinguished derivative liabilities for debt and nowarrants ~~amounts~~with fair values on date of ~~allocated~~conversion towas ~~interest~~$250,873 ~~expense~~and $111,072 respectively.

On ~~October~~June 3128, ~~2016~~2017, the Company entered ~~issued~~into a Note and Warrant Repayment and Repurchase Agreement whereby the Company agreed to repurchase 1,011 warrants and settle an ~~aggregate~~outstanding convertible ofnote payable from the holder totaling $~~163~~21,~~334 Convertible~~908 ~~Promissory~~for ~~Notes~~two ~~with~~payments ~~issuance~~to the ~~cost~~holder of $16100,~~334~~000. ~~that~~The ~~matures~~first $100,000 payment was made on ~~October~~ 31June 30, 2017. resulting ~~These~~in ~~notes~~the ~~bear~~repurchase ~~10%~~of ~~interest~~506 ~~per~~warrants ~~annum~~ and ~~the~~a ~~Holder~~$10,954 reduction of ~~this~~the note. ~~Note~~The isportion ~~entitled,~~of atthe ~~its~~payment ~~option,~~allocated atto ~~any~~the ~~time~~warrant repurchase ($89,046) towas recorded ~~convert~~as ~~all~~a orloss ~~any~~on ~~amount~~settlement of and is included in interest expense for the year ~~principal~~ended ~~face~~June ~~amount~~28, of2017. ~~this~~The ~~Note~~second ~~then~~and ~~outstanding~~final ~~into~~$100,000 ~~shares~~payment ofwas made to the ~~Company's~~holder ~~common~~on ~~stock~~July at3, a2017, ~~price~~resulting ~~equal~~in tothe ~~lesser~~repurchase of ~~$0.005~~the orremaining ~~50%~~505 warrants ~~discount~~and settlement of the ~~lowest~~remaining ~~trading~~balance ~~price~~ of the ~~Common~~note ~~Stock~~of as$10,954. ~~reported~~The onportion of the ~~OTC~~payment ~~Markets~~allocated ~~for~~ to the warrant ~~twenty~~repurchase ~~prior~~($89,046) ~~trading~~was ~~days~~recorded ~~including~~as ~~the~~a ~~day~~loss ~~upon~~on ~~which~~settlement aand ~~Notice~~is included ~~of Conversion~~in isinterest ~~received.~~expense for the three months ended September 30, 2017.

During the three months ended September 30, 2017 and 2016 the Company amortized the debt discount on all the notes of $761,531 and $142,332, respectively to operations as expense including $115,665 and $4,095, respectively, for accretion expenses.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $63,303 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

The initial fair values of the embedded debt derivative $63,303 was allocated as a debt discount and no amounts allocated to interest expense.

On November 14, 2016 Company issued an aggregate of $31,111 Convertible Promissory Notes with issuance cost of $6,111 that matures on November 14, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $47,670 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

The initial fair values of the embedded debt derivative $25,000 was allocated as a debt discount of the note with the remainder $22,670 was charged to current period operations as interest expense.

On November 22, 2016 Company issued an aggregate of $29,700 Convertible Promissory Notes with issuance cost of $4,700 that matures on November 22, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $19,950 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.59%

The initial fair values of the embedded debt derivative $19,950 was allocated as a debt discount.

On November 30, 2016 Company issued an aggregate of $100,000 Convertible Promissory Notes with issuance cost of $13,000 that matures on November 30, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $63,665 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.59%

The initial fair values of the embedded debt derivative $63,665 was allocated as a debt discount and no amounts allocated to interest expense.

On December 23, 2016 Company issued an aggregate of $45,100 Convertible Promissory Notes with issuance cost of $7,600 that matures on December 23, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $22,112 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

The initial fair values of the embedded debt derivative $22,112 was allocated as a debt discount.

On December 29, 2016 Company issued an aggregate of $91,111 Convertible Promissory Notes with issuance cost of $9,111 that matures on December 29, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet* date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $68,524 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	241.19%
Risk free rate:	.85%

The initial fair values of the embedded debt derivative $68,524 was allocated as a debt discount up to the proceeds of the note and no amounts allocated to interest expense.

On January 17, 2017 Company issued an aggregate of $51,150 Convertible Promissory Notes with issuance cost of $8,650 that matures on January 17, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $218,566 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $42,500 was allocated as a debt discount up to the proceeds of the note with the remainder $176,066 charged to current period operations as interest expense.

On January 25, 2017 Company issued an aggregate of $132,222 Convertible Promissory Notes with issuance cost of $32,222 that matures on January 25, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $594,279 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $100,000 was allocated as a debt discount up to the proceeds of the note with the remainder $494,279 charged to current period operations as interest expense.

On January 26, 2017 Company issued an aggregate of $99,833 Convertible Promissory Notes with issuance cost of $31,333 that matures on January 26, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $552,754 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $68,500 was allocated as a debt discount up to the proceeds of the note with the remainder $484,254 charged to current period operations as interest expense.

On January 27, 2017 Company issued an aggregate of $116,600 Convertible Promissory Notes with issuance cost of $16,600 that matures on January 27, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $269,317 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $100,000 was allocated as a debt discount up to the proceeds of the note with the remainder $169,317 charged to current period operations as interest expense.

On February 3, 2017 Company issued an aggregate of $80,850 Convertible Promissory Notes with issuance cost of $12,350 that matures on February 3, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $241,447 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $68,500 was allocated as a debt discount up to the proceeds of the note with the remainder $172,947 charged to current period operations as interest expense.

On March 1, 2017 Company issued an aggregate of $181,209 Convertible Promissory Notes with issuance cost of $22,809 that matures on March 1, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $130,829 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $130,829 was allocated as a debt discount up to the proceeds of the note and no amounts allocated to interest expense.

On March 1, 2017 Company issued an aggregate of $183,056 Convertible Promissory Notes with issuance cost of $24,656 that matures on March 1, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $261,920 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $158,400 was allocated as a debt discount up to the proceeds of the note with the remainder $103,520 charged to current period operations as interest expense.

On March 13, 2017 Company issued an aggregate of $85,800 Convertible Promissory Notes with issuance cost of $10,800 that matures on March 13, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $153,245 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $75,000 was allocated as a debt discount up to the proceeds of the note with the remainder $78,245 charged to current period operations as interest expense.

On March 20, 2017 Company issued an aggregate of $85,800 Convertible Promissory Notes with issuance cost of $10,800 that matures on March 20, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $119,337 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $75,000 was allocated as a debt discount up to the proceeds of the note with the remainder $44,337 charged to current period operations as interest expense.

On March 28, 2017 Company issued an aggregate of $141,680 Convertible Promissory Notes with issuance cost of $17,880 that matures on March 28, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $226,203 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0.00%
Volatility	284.38%
Risk free rate:	1.03%

The initial fair values of the embedded debt derivative $123,800 was allocated as a debt discount up to the proceeds of the note with the remainder $102,403 charged to current period operations as interest expense.

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

During the three and nine months period ended March 31, 2017 the Company amortized the debt discount on all the notes of $597,871 and $1,144,229, respectively to operations as expense including $67,219 and $100,270, respectively, for accretion expenses. During the three and nine months period ended March 31, 2016 the Company amortized the debt discount on all the notes of $78,688 and $399,010 to operations as interest expense, respectively.

During the three and nine months ended March 31, 2017, $232,500 cash was paid to note holders and the derivative liability on such notes were charged as a gain on change in fair value of derivative liability. No cash payments were made to note holders for the three and nine months ended March 31, 2016

Derivative Liability - Debt

The fair value of the described embedded derivative on all debt was valued at $32,~~376~~631,~~673~~178 and $13,~~162~~386,~~058~~252 at September ~~March 31~~30, 2017 and June 30, ~~2016~~2017, respectively, which was determined using the Black Scholes Model with the following assumptions:

	March 31, 2017	June 30, 2016
		September 30, 2017	June 30, 2017
Dividend yield:	~~0 %~~	0%	0%
Volatility	~~264.4 – 284.4 %~~	~~346~~225.68 – ~~453~~229.36%	247.5 – 284.4%
Risk free rate:	~~1.03 %~~	01.~~39%~~03 -0 1.6631%	1.03 – 1.89%

The Company recorded change in fair value of the derivative liability on debt to market resulting in non-cash, non-operating gain (loss) of $~~461~~881,~~979~~273 and $~~828~~969,~~693~~083 for the ~~nine~~three months ended ~~March~~September 3130, 2017 and 2016, ~~respectively.~~ ~~For the three months ending March 31, 2017 and 2016, a non-cash, non-operating gain (loss) of $191,170 and $(241,359) was recorded~~ respectively.

During the ~~period~~periods ended September ~~March 31~~30, 2017 and ~~year ended~~ June 30, ~~2016~~ 2017 the Company ~~reclassed~~issued ~~the derivative liability of $1~~870,~~471~~000,~~967~~000 and ~~$768~~ 2,~~175~~339, ~~respectively~~379,237 toshares ~~additional~~of ~~paid~~the Company’s common stock in ~~capital~~settlement onof ~~conversion~~$292,500 and $1,266,819, respectively, of convertible note and interest.

8.During ~~Convertible~~the ~~Promissory~~three months ~~Notes~~period –ended ~~Continued~~ September 30, 2017 and year ended June 30, 2017 the Company reclassed the derivative liability of $372,939 and $1,818,596, respectively, to additional paid in capital on conversion of convertible note.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of ~~March~~September 3130, 2017 and June 30, ~~2016~~ 2017:

		Derivative
		Liability (convertible
		promissory notes)
Balance, June 30, 2016	$	1,162,058
Initial fair value at note issuances		5,290,359
Fair value of liability at note conversion		(1,818,596
Extinguishment of derivative liability		(298,728	)
Mark-to-market at June 30, 2017		(948,842	)
Balance, June 30, 2017	$	3,386,251

Initial fair value at note issuances		499,139
Fair value of liability at note conversion		(372,939	)
Extinguishment of derivative liability		-
Mark-to-market at September 30, 2017		(881,273	)

Balance, September 30, 2017	$	2,631,179
Net gain for the period included in earnings relating to the liabilities held at September 30, 2017	$	881,273

		Derivative
		Liability (convertible
		promissory notes)
Balance, June 30, 2015	$	1,646,448
Initial fair value at note issuances		1,027,009
Fair value of liability at note conversion		(768,175	)
Mark-to-market at June 30, 2016		(743,224	)
Balance, June 30, 2016	$	1,162,058
Initial fair value at note issuances		4,447,288
Fair value of liability at note conversion		(1,471,967	)
Extinguishment of derivative liability		(298,728	)
Mark-to-market at March 31, 2017		(461,979	)
Balance, March 31, 2017	$	3,376,672
Net gain for the period included in earnings relating to the liabilities held at March 31, 2017	$	461,979

Derivative Liability- Warrants

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

During the ~~period~~three months ended September ~~March 31~~30, 2017, ~~and~~a total of 274,285,714 warrants were issued related to amendments of convertible notes. During the ~~year~~three months ended ~~June~~ September 30, 2016 no warrants were issued along with convertible ~~note~~notes.

The fair value of the described embedded derivative on all warrants was valued at $551,242 at March 31, 2017 and $268,611 at June 30, 2016 which was determined using the Black Scholes Model with the following assumptions:24

	March 31, 2017	June 30, 2016
Dividend yield:	0 %	0%
Volatility	252.2 %	229.1 – 275.4%
Risk free rate:	1.03 %	0.71 – 1.01%

The fair value of the described embedded derivative on all warrants was valued at $429,425 at September 30, 2017 and $338,873 at June 30, 2017 which was determined using the Black Scholes Model with the following assumptions:

	Warrants			Weighted	Weighted
	September 30, 2017			June 30, 2017
	Outstanding			Average	Average
Dividend yield:	0 %			0%
				Exercise	Remaining
Volatility	225.8 – 263.8 %			247.5%
				Price	life
Risk free rate:	1.31 - 1.92 %			1.89%
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Exercised	(120	)		280.00	-
Issued	-			-	-
Expired	-			-	-
Cancelled	-			-	-
Balance, June 30, 2016	26,972		$	100.20	2.79 years
Exercised	-			-	-
Issued	-			-	-
Expired	(550	)		280.00	-
Cancelled	(10,834	)		164.80	-
Balance, March 31, 2017	15,588		$	213.50	2.76 years

3125

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2017 and June 30, 2016:

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2016	26,972		$	100.20	2.79 years
Exercised	(120	)		280.00	-
Issued	(117	)		212.40	-
Expired	-			-	-
Cancelled	(550	)		280.00	-
Balance, June 30, 2017	14,730		$	213.76	2.55 years
Exercised	-			-	-
Issued	274,285,714			-	-
Expired	-			-	-
Cancelled	(505	)		214.08	-


Balance, September 30, 2017	274,299,939		$	0.0037	4.87 years

		Derivative
		Liability (warrants)
Balance, June 30, 2015	$	143,375
Initial fair value of warrant derivatives at note issuances		-
Fair value of warrant exercised		(22,476	)
Mark-to-market at June 30, 2016 – warrant liability		147,712
Balance, June 30, 2016	$	268,611
Fair value of warrant cancelled		(111,073	)
Mark-to-market at March 31, 2017 – warrant liability		393,704
Balance, March 31, 2017	$	551,242
Net loss for the year included in earnings relating to the liabilities held at March 31, 2017	$	393,704

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2017:

The Company recorded change in fair value of the derivative liability on warrants to market resulting in non-cash, non-operating (loss) gain of $(281,187) and $354,046 for the three months ended March 31, 2017, and 2016, respectively and non-cash, non-operating loss of $(393,704) and $(252,160) for the nine months ended March 31, 2017 and 2016, respectively.

		Derivative
		Liability (warrants)
Balance, June 30, 2016	$	268,611
Fair value of warrant cancelled		(111,073	)
Fair value of warrant exercised		(71,595	)
Mark-to-market at June 30, 2017 – warrant liability		252,931
Balance, June 30, 2017	$	338,874
Initial fair value of warrant derivatives at note issuances		190,841
Fair value of warrant cancelled		-
Fair value of warrant exercised		-
Mark-to-market at September 30, 2017 – warrant liability		(100,290	)
Balance, September 30, 2017	$	429,425

Net gain for the year included in earnings relating to the liabilities held at September 30, 2017	$	100,290

The Company recorded change in fair value of the derivative liability on warrants to market resulting in non-cash, non-operating gain of $100,290 and a loss of $181,247 for the three months ended September 30, 2017 and 2016, respectively. During the period ended September ~~March 31~~30, 2017 and June 30, ~~2016~~2017 the Company reclassed the derivative liability on warrants of $~~Nil~~0 and $2271,~~476~~595, respectively, to additional paid in capital on exercise of warrants.

9.NOTE ~~Related~~7 ~~Party~~– ~~Transactions~~RELATED PARTY TRANSACTIONS

During the ~~nine~~three months ended September ~~March 31~~30, 2017, the Company incurred consulting fees of $6516,000 (~~March 31~~September 30, 2016 - $~~1,115~~Nil) ~~and~~with ~~during~~directors ~~the three~~and ~~months~~officers ~~ended March 31, 2017, the Company incurred consulting fees of $24,000~~ (~~March~~including ~~31, 2016 - $nil) with~~ directors and officers of our subsidiaries) out of which there were no stock payments.

As of ~~March~~September 3130, 2017, the Company ~~repaid~~owed to a director for a non-interest -bearing demand loan with a balance outstanding of $~~nil~~115,000 (~~Note 10) (~~June 30, ~~2016~~2017 –- ~~payable~~ $~~nil). The balance outstanding for this loan is $~~115,000).

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

~~10.~~NOTE ~~Going~~8– ~~Concern~~GOING ~~and~~CONCERN ~~Liquidity~~AND ~~Considerations~~LIQUIDITY CONSIDERATIONS

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As atof ~~March~~September 3130, 2017, the Company had a working capital deficiency of $6,~~438~~014,~~832~~743 (June 30, ~~2016~~ 2017 - $26,~~473~~934,~~600~~640) and an accumulated deficit of $5658,~~757~~124,~~946~~417 (June 30, ~~2016~~2017 - $5057,~~806~~683,~~439~~563). The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

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

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

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

32NOTE 9 – COMMITMENTS AND CONTINGENCIES

11. Commitments and Contingencies

Employment Agreements

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

Consulting Agreements

On January 1, 2014, the Company entered in a consulting agreement with a consultants to provide services as members of the Board of Directors in regards to the Company’s management and operations. The compensation for the services to be provided will be $12,000 payable monthly in cash or if the Company does not have available cash, in shares of the Company’s common stock. The consulting agreement was amended on October 22, 2014 to include an additional aggregate of $30,000 payable as of October 22, 2014 in cash or in shares of the Company’s common stock, and changed the term of agreement from 12 months to 10 months. Effective November 1, 2014, the consultant resigned as member of the Board of Directors.

On April 28, 2014, the Company entered into a consulting agreement with a consultant to provide services as members of the Board of Directors in regards to the Company’s management and operations. Pursuant to the terms of the agreement, the consultant will receive compensation of $12,000 in unregistered restricted common shares of the Company's common stock at a deemed value of $200.0 per share, issuable on May 15, 2014, effective April 28, 2014 to April 27, 2015. The consultant resigned as member of the Board of Directors and these shares were not issued.

On May 30, 2014, the Company entered into a consulting agreement with a consultant to provide services as member of the Board of Directors in regards to the Company’s management and operation. The compensation for the services to be provided will be $10,000 per month payable in common stock of the Company from a period of six months from the effective date of May 30, 2014.

On August 1, 2014, the Company entered into a consulting agreement with a consultant to provide advice relative to corporate and business services and to perform other related activities. Pursuant to the terms of the agreement, the Company will issue 500 common shares of the Company valued at $68,000. These shares were issued in full effective October 22, 2014.

Lease Commitment

On May 25, 2016, the Company entered into a sublease agreement for a term of twelve months and ~~expiring~~expired on May 30, 2017. ~~Future~~The ~~minimum~~sublease ~~rental payments~~agreement ~~required~~is ~~under~~on ~~operating~~a ~~lease~~month-to-month ~~(exclusive~~basis offor ~~other~~$1,199 ~~additional rent~~per ~~payments)~~month ~~are~~beginning $5June 1,~~993~~ 2017.

Litigation

OnIn ~~March~~September ~~22,~~of ~~2017~~2016, ~~our~~the Company’s wholly-owned subsidiary, Black Box Energy, Inc. (“BBE”), ~~filed~~entered into a ~~complaint~~contractual arrangement with PetroChase for the development of certain oil and gas rights in Pennsylvania. BBE paid as required under the ~~Superior~~agreement. In ~~Court~~December, 2016, the Company advised PetroChase that it would not pay a final “management fee” of $34,000 to PetroChase because PetroChase had failed to perform under the ~~State~~agreement. In light of ~~Arizona~~ ~~(Maricopa~~PetroChase’s ~~County)~~failure to perform and inability to rectify the failure, BBE filed suit on March 22, 2017 against PetroChase, ~~Inc.~~its wholly-owned subsidiary, Warren County PC #1, ~~LLC~~and the principal of PetroChase, Stephen R. Moore. The ~~and~~lawsuit ~~Sheree~~against ~~Moore,~~PetroChase asis ~~well~~pending asin ~~certain~~the ~~unidentified~~Superior Court of Maricopa County, ~~predecessor~~ State of Arizona, case number CV2017-003236. The Company has obtained default against PetroChase and ~~success~~Warren ~~corporations~~County PC #1. The Company expects entry of judgment against PetroChase and Warren County PC #1 within the coming weeks, ~~parent~~but ~~corporations~~the ortiming ~~subsidiaries~~of said judgment is beyond the control of the ~~defendants (collectively~~Company. The Company has also obtained default against Stephen R. Moore and expects entry of the ~~“Defendants”)~~judgment against Stephen R. Moore within the coming weeks. The litigation continues and is in its early stages.

In 2016 the Defendant, Stephen R. Moore, on behalf of PetroChase, solicited investment from our Company to subscribe to a 50% (of 70%) working interest in the McKean County Project wells. On September 9, 2016, BBE entered into a letter agreement with PetroChase to acquire a 50% (of 70%) working interest in the wells, in addition access to the wells for the purposes of the developing our mechanical ultrasound technology for use in water purification. BBE paid $250,000 to PetroChase in consideration of the rights granted, which funds were to be used for costs associated with development of the wells. Drilling of the wells was to be commenced within a reasonable time and was to continue until all the wells were completed. To date, drilling of the wells has not been completed. 27

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

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

~~12.~~Joint ~~Discontinued~~Development ~~Operations~~and Option Agreement

On April 13, 2017, the Company’s wholly-owned subsidiary, Black Box Energy, Inc. (“BBE”), entered into a Joint Development and Option Agreement with White Top Oil & Gas, LLC (“White Top”), a Louisiana limited liability company (the “White Top Agreement”), under which White Top is the designee to a funding agreement to finance and participate in the completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana (the “White Top Field”). Under the terms of the White Top Agreement, BBE has advanced approximately $854,620 as of September 30, 2017 to White Top as consideration to White Top for the option to convert and the right to repayment of payouts for the necessary capital, overrating, technical, and related support costs necessary to further develop the White Top Field. White Top’s rights to repayment of the monies received from BBE shall be limited to funding from certain payouts received under terms agreed by the parties under such joint development project, as mutually agreed.

NOTE 10 – DISCONTINUED OPERATIONS

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

Operating results for the ~~nine~~ three months ended ~~March~~September 3130, 2017 and 2016 for Alta Disposal Morinville Ltd. are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the unaudited condensed balance sheet.

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

		Three Months			Three Months			Nine Months			Nine Months
		September 30,			September 30,
		Ended March 31,			Ended March			Ended March 31,			Ended March 31,
		2017			2016
		2017			31, 2016			2017			2016
Revenue	$	-		$	-
Revenue	$	-		$	-		$	-		$	-
Selling, general and administrative	$	(48	)		(31	)
Selling, general and administrative		(61	)		(290	)		(141	)		(78,860	)
Loss from discontinued operations	$	(48	)	$	(31	)
Loss from discontinued operations	$	(61	)	$	(290	)	$	(141	)	$	(78,860	)

Consolidated Balance Sheets		September 30,	~~March 31, 2017~~		June 30,	~~June 30, 2016~~
Current assets:
		2017			2017
Cash and cash equivalents		$	1,195		$	1,301
Current assets:
Receivable, net			637			651
Cash and cash equivalents	$	1,120		$	1,115
Prepaid expenses			1,782			1,822
Receivable, net		683			652
GST Receivable			15,882			16,237
Prepaid expenses		1,911			1,824
		$	19,496		$	20,011
GST Receivable		17,027			16,260
Current liabilities:
	$	20,740		$	19,852
Accounts payable		$	6,280		$	6,420
Current liabilities:
Accounts payable	$	6,733		$	6,429

3428

~~13.~~NOTE ~~Provisions~~11 – SETTLEMENTS

OnDebt ~~January~~Settlements ~~5, 2017 Warrant holder exercised warrants to acquire 24,642,857 shares at an adjusted price of $0.0005. The Company did not have sufficient authorized~~ and ~~allotted~~Class ~~shares~~C toPreferred ~~meet~~Shares ~~the obligation. A lawsuit was filed on January 31, 2017 by the warrant holder against the Company.~~

~~The~~Effective ~~lawsuit~~August 11, ~~was~~2017, ~~subsequently~~the ~~settled~~Company onentered ~~April~~into 6a Debt Settlement Agreement with each Blue Citi, LLC (“Blue Citi”) and Concord Holding Group, LLC (“Concord”). On August 11, 2017, ~~for 90~~the Company was indebted to Blue Citi and Concord in the aggregate principal amounts of approximately $2,000,000 and $1,700,000 , respectively (exclusive of accrued interest and penalties), pursuant to various convertible promissory notes issued to Blue Citi and Concord between March, 2014 and June, 2017. Pursuant to the Debt Settlement Agreements, each Blue Citi and Concord has agreed to indefinitely forbear from enforcing its rights pursuant to the promissory notes. In consideration, the Company has issued to each Blue Citi and Concord warrants to purchase up to $400,000 in shares of our common stock ($800,000 in the aggregate), with 50% of the warrants exercisable at $0.0025 per share, and 50% exercisable at $0.0035 per share. The warrants are exercisable until August 11, 2022 and may also be exercised on a cashless basis. In the event that the closing price of the Company’s common stock falls to $0.0005 or less for a period of 3 days during the warrant exercise period, the exercise price of the $0.0025 per share warrants shall adjust to 300% of the lowest trading price during such 3-day period, and the exercise price of the $0.0035 warrants will adjust to 400% of the lowest trading during the 3-day period. As additional consideration for the issuance of securities to Blue Citi and Concord, promissory notes held by them that were convertible into the Company’s common stock at 50% discount to market price will instead be subject to a 25% discount to market price. The fair value of the warrants upon issuance on August 11, 2017 was $190,842 in aggregate. Total amortization expense related to these warrants was $23,958 for the three months ended September 30, 2017, leaving an unamortized balance of $166,884 as of September 30, 2017.

~~Under~~On August 3, 2017, the ~~terms~~Company entered ofinto ~~ASC~~a ~~450-20,~~debt ~~management~~settlement ~~must~~subscription ~~assess~~agreement ~~the~~with a creditor for ~~likelihood~~settlement of ~~loss~~amounts ~~and~~owed ~~determine~~relating ~~whether~~to ~~any~~an ~~liability~~outstanding ~~should~~convertible benote ~~accrued~~in ~~with~~the ~~connection~~principal toamount ~~the~~of ~~lawsuit~~$708,000, with $49,347 of accrued interest. ~~The~~In ~~Company~~lieu ~~evaluated~~of receiving cash as payment, the ~~terms~~creditor ~~and~~has ~~determined~~agreed ~~that~~to accept 70,000,000 Class C Convertible Preferred Shares of the ~~most~~Company ~~representative~~as ~~accrual~~payment ~~was~~of the ~~fair~~indebtedness, pursuant ~~value~~to the terms of the ~~settled~~settlement ~~shares~~agreement. Thereafter, ~~less~~on August 23, ~~the~~2017, ~~fair~~Company ~~value~~issued ~~$42~~an aggregate of 70,~~944~~000,000 ~~which~~Class ~~was~~C ~~recorded~~Convertible Preferred Shares at the deemed price of $0.0101 per share. The Company has issued all of the shares to one U.S. person (as that term is defined in Regulation S of the Securities Act of 1933), relying on Rule 506 promulgated under Regulation D of the ~~statement~~Securities Act of ~~operations~~1933, as amended.

~~14.~~NOTE ~~Subsequent~~12 ~~Events~~– SUBSEQUENT EVENTS

The Company has evaluated subsequent events from April 1, 2017, through the date of this report, and determined there are no other items to disclose.

Joint Development and Option Agreement

On April 13, 2017, the Company’s wholly-owned subsidiary, Black Box Energy, Inc. (“BBE”), entered into a Joint Development and Option Agreement with White Top Oil & Gas, LLC (“White Top”), a Louisiana limited liability company (the “White Top Agreement”), under which White Top is the designee to a funding agreement to finance and participate in the completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana (the “White Top Field”). Under the terms of the White Top Agreement, BBE has advanced approximately $680,000 to White Top as consideration to White Top for the option to convert and the right to repayment of payouts for the necessary capital, overrating, technical, and related support costs necessary to further develop the White Top Field. White Top’s rights to repayment of the monies received from BBE shall be limited to funding from certain payouts received under terms agreed by the parties under such joint development project, as mutually agreed.

Convertible Secured Redeemable Notes

OnIn ~~April~~October 4,and November 2017, the Company issued an aggregate of $~~141~~115,~~627 Convertible~~500 ~~Secured~~of ~~Redeemable~~Convertible ~~Note~~Promissory Notes that ~~matures~~mature onin May ~~April 4~~2018, ~~2018.~~resulting in cash proceeds totaling $105,000. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at the lesser of $0.005 per share or at a price equal to 5025% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

OnIn ~~May~~October 2,and November 2017, the Company issued ~~an aggregate of $28~~401,~~600 Convertible~~459,699 ~~Secured~~common ~~Redeemable~~shares ~~Note~~at ~~that~~deemed ~~matures~~prices onranging ~~May~~from ~~2, 2018~~$0.000225 ~~These~~to ~~notes bear 10% interest~~ $0.00030 per ~~annum~~share ~~and~~upon ~~the~~conversion ~~Holder~~ of ~~this~~the ~~Note~~convertible ispromissory ~~entitled,~~notes atand ~~its option~~accrued interest, atvalued ~~any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock~~ at ~~a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received~~$109,152.

On ~~May~~October 59, 2017, the Company ~~issued~~sold anits ~~aggregate~~investment ofin ~~$28,600 Convertible~~First ~~Secured~~Reef ~~Redeemable~~Energy ~~Note~~to ~~that~~a ~~matures~~third onparty ~~May~~for $CDN 5$90,000, ~~2018.~~net ~~These notes bear 10% interest per annum and the Holder~~ of ~~this~~$CDN ~~Note is entitled~~$10,000 ~~at its option, at any time, to convert all or any amount~~ of ~~the principal face amount of this Note then outstanding into shares of the Company'~~seller’s ~~common~~fees, ~~stock~~resulting atin a ~~price~~ ~~equal~~gain ~~to 50%~~ of ~~the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received~~$CDN $90,000.

On ~~May~~October 1712, 2017, the Company ~~issued~~entered aninto ~~aggregate~~a ofPatent ~~$687,850~~Option ~~Convertible Promissory Notes that mature on May 15, 2018. These notes bear 10% interest per annum~~ and ~~the~~Purchase ~~Holder~~Agreement ofwhereby ~~this Note is entitled, at its option, at any time, to convert all or any amount of~~ the ~~principal face amount of this Note then outstanding into shares of the~~ Company's ~~common~~paid ~~stock~~a atnon-refundable ~~the~~deposit ~~lesser~~ of $~~0.005~~25,000 ~~per~~for ~~share or at~~ a ~~price~~120-day ~~equal~~option to purchase ~~50%~~certain ofintellectual ~~the~~property ~~lowest~~from ~~trading~~a ~~price~~third-party ofseller ~~the Common Stock as reported on the OTC Markets~~ for ~~the twenty prior trading days including the day upon which~~ a ~~Notice~~total of ~~Conversion is received~~ $100,000.

~~Conversions~~On November 13, 2017, the Company entered into a Bridge Loan Agreement for $30,000. The note accrues annual interest at 10% and matures in 30 days on December 13, 2017.

~~Subsequent to March 31, 2017, the following conversions occurred:~~ 29

On April 3, 2017 the Company issued 32,928,075 common shares at a deemed price of $0.0008 per share for promissory note and interest conversion.

On April 4, 2017 the Company issued 36,263,400 common shares at a deemed price of $0.00075 per share for promissory note and interest conversion.

On April 4, 2017 the Company issued 60,000.000 common shares at a deemed price of $0.00075 per share for promissory note conversion.

On April 4, 2017 the Company issued 90,000.000 common shares for warrant settlement agreement as discussed in note 13.

On April 7, 2017 the Company issued 38,715,966 common shares at a deemed price of $0.0006 per share for promissory note and interest conversion.

On April 13, 2017 the Company issued 60,000.000 common shares at a deemed price of $0.00055 per share for promissory note conversion.

On April 19, 2017 the Company issued 42,367,109 common shares at a deemed price of $0.00055 per share for promissory note and interest conversion.

On April 20, 2017 the Company issued 50,083,181 common shares at a deemed price of $0.00055 per share for promissory note and interest conversion.

On April 20, 2017 the Company issued 70,000.000 common shares at a deemed price of $0.00055 per share for promissory note conversion.

On April 24, 2017 the Company issued 51,849,000 common shares at a deemed price of $0.00045 per share for promissory note and interest conversion.

On April 26, 2017 the Company issued 80,000.000 common shares at a deemed price of $0.0004 per share for promissory note conversion.

On April 28, 2017 the Company issued 42,465,733 common shares at a deemed price of $0.0003 per share for promissory note and interest conversion.

On May 12, 2017, the Company issued 100,000,000 common shares to settle warrants under a warrant termination agreement. No other consideration was paid as part of the settlement.

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

Forward-Looking Statements

This ~~report~~ ~~contains~~Quarterly ~~forward-looking statements. The following discussion should be read in conjunction with the financial statements and related notes contained in our Annual~~ Report on Form 10-K,Q asincludes ~~filed~~a ~~with~~number ~~the~~of ~~Securities & Exchange Commission on October 18, 2016. Certain statements made in this discussion are "~~forward-looking statements" ~~within~~that ~~the~~reflect ~~meaning~~management's current ofviews ~~the~~with ~~Private~~respect ~~Securities Litigation~~to ~~Reform~~future ~~Act~~events ofand ~~1995.~~financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,.” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. ~~Forward~~Those statements include statements regarding the intent, belief or current expectations of us and members of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements ~~made~~are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in athe ~~quarterly~~section ~~report~~entitled “Risk Factors” set forth in our Annual Report on Form 10-QK for the year ended June 30, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2017, any of which may ~~include~~cause ~~statements~~our ~~about~~company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and without limitation:

• our ability to ~~continue~~successfully ascommercialize our SonCav technology to produce a ~~going~~market-ready ~~concern;~~product •in ~~ability~~a totimely ~~obtain~~manner ~~sufficient~~and ~~capital~~in orenough ~~strategic~~quantity; ~~business~~• ~~arrangements~~our ability to ~~maintain~~successfully commercialize our ~~operations~~oil and ~~realize~~gas assets, namely our ~~business~~assets ~~plan;~~located •in the ~~marketability~~White ofTop ~~natural~~Field ~~resources~~in ~~and~~Southwest ~~how~~Louisiana; ~~that~~• ~~will~~the beabsence ~~affected~~of bycontracts ~~numerous~~with ~~factors~~customers ~~beyond~~or ~~our~~suppliers; ~~control,~~• ~~which~~our ~~may~~ability ~~result~~to inmaintain usand ~~not~~develop ~~receiving~~relationships anwith ~~adequate~~customers ~~return~~and onsuppliers; ~~invested~~• ~~capital~~our ability to besuccessfully ~~profitable~~integrate orour ~~viable;~~technology •into ~~belief~~the ~~that~~competitive ~~exploration~~oil and ~~production~~gas ~~activities~~industry ~~are~~and ~~subject~~at toa ~~certain~~cost ~~environmental~~that ~~regulations,~~is ~~which~~profitable ~~may~~to ~~prevent~~the orCompany; ~~delay~~• the ~~commencement~~retention orand ~~continuation~~availability of ~~our~~key ~~operations~~personnel; • ~~belief~~general ~~that~~economic ~~any~~and ~~change~~business toconditions; ~~government~~• ~~regulation/administrative~~substantial ~~practices~~doubt ~~may~~about ~~have a negative impact on~~ our ability to ~~operate~~continue ~~and~~as ~~our~~a ~~profitability~~going concern; • ~~expenditures~~our ~~not~~need ~~resulting~~to inraise ~~commercially~~additional ~~successful~~funds ~~products~~in the future; • our ability to ~~attract~~successfully recruit and retain ~~key~~qualified ~~scientific~~personnel orin ~~management~~order ~~personnel~~to ~~and~~continue our operations; • our ability to ~~expand~~successfully implement our ~~management~~business ~~team~~plan; • ~~accuracy~~our ofability ~~estimates~~to ~~regarding~~successfully ~~expenses~~acquire, ~~future~~develop ~~revenue,~~or ~~capital~~commercialize ~~requirements,~~new ~~profitability,~~products and ~~needs~~equipment ~~for~~and acquire additional ~~financing;~~oil and •gas ~~extensive~~assets; ~~industry~~• ~~regulation,~~intellectual ~~and~~property ~~how~~claims ~~that~~brought ~~will~~by ~~continue~~third toparties; ~~have~~and a• ~~significant~~the impact onof ~~our~~any ~~business~~industry regulation.

~~These statements~~Although ~~are~~we ~~only~~believe ~~predictions~~that ~~and involve known and unknown risks,~~the ~~uncertainties~~expectations ~~and~~reflected ~~other factors, including the risks~~ in the ~~section entitled “Risk Factors” set forth in our Annual Report on Form 10~~forward-Klooking ~~for~~statements ~~the~~are ~~year ended June 30~~reasonable, ~~2016, as filed with the Securities & Exchange Commission on October~~we ~~18,~~cannot ~~2016,~~guarantee ~~any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any~~ future results, levels of activity, ~~performance~~ or ~~achievements~~performance. ~~expressed~~Except oras ~~implied~~required by ~~these~~applicable ~~forward-looking~~law, ~~statements.~~including ~~These~~the ~~risks~~securities ~~may~~laws ~~cause~~of the ~~Company’s or~~United ~~its industry’s actual results~~States, we ~~levels~~do ofnot ~~activity~~intend ~~or performance~~ to ~~be materially~~update ~~different from~~ any ~~future~~of ~~results,~~the ~~levels~~forward-looking ofstatements ~~activity~~to ~~or performance~~conform ~~expressed~~these orstatements ~~implied~~to byactual ~~these forward-looking statements~~results.

~~Although~~Readers are urged to carefully wereview ~~believe~~and ~~that~~consider the ~~expectations~~various ~~reflected~~disclosures made by us in this report and in our other reports filed with the SEC. We undertake no obligation to update or revise forward-looking statements ~~are reasonable~~to reflect changed assumptions, wethe ~~cannot~~occurrence ~~guarantee~~of unanticipated events or changes in the future operating results, ~~levels~~over oftime ~~activity or~~except ~~performance~~as required by law. ~~Moreover,~~We ~~neither~~believe wethat ~~nor~~our ~~any~~assumptions ~~other~~are ~~person~~based ~~assumes~~upon ~~responsibility~~reasonable ~~for~~data ~~the~~derived ~~accuracy~~from and ~~completeness~~known ofabout ~~these~~our ~~forward-looking~~business ~~statements~~and operations. ~~The Company~~No isassurances ~~under~~are made nothat ~~duty~~actual toresults ~~update~~of ~~any~~operations ~~forward-looking~~or ~~statements after~~ the ~~date~~ results of ~~this~~our ~~report~~future toactivities will ~~conform~~not ~~these~~differ ~~statements~~materially tofrom ~~actual~~our ~~results~~assumptions.

As used in this ~~quarterly~~Quarterly ~~report~~Report on Form 10-Q and unless otherwise indicated, the terms “we,” “us,” “our” or the “Company” refer to Lithium Exploration Group, Inc. a Nevada corporation, including our wholly-owned subsidiaries, Alta Disposal Ltd., an Alberta, Canada corporation (“Alta Disposal”), Black Box Energy, Inc., a Nevada ~~corporation~~ corporation (“Black Box Energy”), and our 51% owned subsidiary, Alta Disposal ~~Morinville~~ Morinville Ltd., an Alberta, Canada corporation (“ADM”), unless otherwise indicated. ~~Unless otherwise specified, all dollar amounts are expressed in United States dollars. Our common stock is currently listed on the OTC Market, OTC Pink tier, under the symbol “LEXG”.~~

3730

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

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

~~On July~~We ~~13,~~are ~~2015,~~a ~~our~~U.S.-based ~~board~~exploration and ofdevelopment ~~directors~~company ~~consented~~that tohad ~~effect~~been afocused ~~reverse~~on ~~stock~~the ~~split~~acquisition and development potential of ~~our~~lithium ~~issued~~brines and ~~outstanding~~other ~~shares~~precious ofmetals ~~common~~that ~~stock~~demonstrate onhigh probability afor ~~basis~~near-term ofproduction. ~~200~~Currently ~~old shares~~the ofcompany ~~common~~is ~~stock~~focused testing its SonCav Technology for 1use ~~new~~in ~~share~~the ofoil ~~common~~and ~~stock.~~gas ~~The~~industry ~~reverse~~and ~~stock~~the ~~split~~acquisition of ~~was~~oil ~~reviewed~~and gas related assets in Western Canada and ~~approved~~Southwest ~~for~~Louisiana. ~~filing~~We bywere incorporated ~~FINRA~~on ~~effective~~May ~~September~~31, 2006 in the State of Nevada under the name “Mariposa Resources, Ltd.” Effective November 30, ~~2015~~2010, we changed our name to “Lithium Exploration Group, Inc.,” ~~Our~~by way of a merger with our wholly-owned subsidiary ~~authorized~~Lithium ~~capital~~Exploration Group, Inc., which was ~~not~~formed ~~affected~~solely byfor the ~~reverse~~change ~~stock~~of ~~split~~name.

~~In this~~Our ~~quarterly~~executive ~~report~~offices ~~and~~are inlocated at ~~the~~4635 ~~accompanying~~South ~~audited~~Lakeshore ~~financial~~Drive, ~~statements~~Suite ~~and notes~~200, ~~the~~Tempe, ~~above~~AZ ~~described~~85282-7127. ~~reverse~~The ~~splits are reflected retroactively in the~~telephone ~~descriptions~~number offor ~~shares~~our ~~and~~Tempe ~~warrants~~office ~~and~~is ~~their~~(480) ~~corresponding issuance and exercise prices, except where otherwise indicated~~641-4790.

~~Corporate~~Our ~~History~~Business

We are a U.S.-based exploration and development company that had been focused on the acquisition and development potential of lithium brines and other precious metals that demonstrate high probability for near-term production. Currently, the company is focused on testing ~~its~~the SonCav Technology ~~and~~for ~~the~~potential ~~acquisition~~use ofin mining, oil and gas ~~related~~and other ~~assets~~industrial applications in ~~Western~~the ~~Canada~~future. WeIn ~~were incorporated on May 31~~addition, ~~2006 in~~ the ~~State~~Company ~~of Nevada~~is ~~under~~focused on the ~~name~~acquisition ~~“Mariposa Resources, Ltd.” Effective November 30, 2010, we changed our name to “Lithium Exploration Group, Inc.,” by way~~ of aoil ~~merger~~and ~~with our~~gas ~~wholly-owned~~related ~~subsidiary~~assets ~~Lithium~~in ~~Exploration~~North ~~Group, Inc~~America., ~~which was formed solely for the change of name.~~

~~Our executive~~SonCav ~~offices~~Technology are located at 4635 South Lakeshore Drive, Suite 200, Tempe, AZ 85282-7127. The telephone number for our Tempe office is (480) 641-4790. We also have an office at 840 6th Ave. SW, Suite 300, Calgary, Alberta T2P 3E5. The telephone number for our Calgary office is (403) 930-1925.

~~On October~~The ~~18,~~SonCav ~~2013,~~technology weuses ~~completed,~~a patented ~~through~~process ~~our~~to ~~then~~mechanically ~~wholly~~induce ~~owned~~an ~~subsidiary,~~ultrasonic ~~Alta Disposal~~cavitation ~~Ltd~~to superheat fluid. ~~(formerly~~Our ~~1617437~~testing ~~Alberta~~and ~~Ltd.),~~development anhas ~~Alberta,~~historically ~~Canada~~been ~~corporation, the~~focused ~~acquisition~~solely ofon ~~51%~~water and ofcrude ~~the~~oil, ~~shares~~but oftechnology ~~Blue~~is ~~Tap~~expected ~~Resources~~to ~~Inc.~~have ~~for~~many ~~total~~other commercial uses ~~payment~~including ofmining, ~~CAD$466~~LNG,~~547.~~ AsEthanol, ofindustrial ~~September~~and ~~30,~~other ~~2013,~~chemical ~~CAD$300,000~~uses ~~(US$294,908)~~in ~~was~~the ~~paid~~pharmaceutical ~~regarding~~industry. ~~the~~A ~~acquisition.~~cavitation Asis athe ~~result~~implosion of ~~the~~a ~~acquisition,~~microbubble ~~Blue~~in ~~Tap~~fluid ~~Resources~~which ~~Inc.~~causes ~~became~~an aultrasonic ~~partially-owned~~reaction ~~subsidiary~~capable of ~~our~~generating ~~company~~intense ~~through~~heat ~~our~~in a ~~wholly~~millisecond ~~owned~~and ~~subsidiary,~~releasing ~~Alta~~ultrasonic ~~Disposal~~soundwaves ~~Ltd~~that have the ability to actually break molecules down in the process. OnIn ~~January~~a ~~22,~~water ~~2014~~application, ~~Blue~~the ~~Tap~~SonCav ~~Resources~~technology ~~Inc.~~can ~~changed~~eliminate ~~its~~toxic ~~name~~organic tocompounds ~~Alta~~in ~~Disposal~~brackish ~~Morinville~~water ~~Ltd.~~or ~~Effective~~be used to ~~September~~superheat 4,fluid ~~2015~~inducing a flash evaporation, weseparating ~~entered~~suspended ~~into~~solids from the fluid stock. In an ~~asset~~oil ~~purchase~~application, ~~agreement~~the ~~with~~induced ~~Cancen~~cavitation ~~Oil Canada~~can ~~whereby~~be weused ~~sold~~to heat ~~all~~an ~~right~~oil emulsion, ~~title~~separating trapped gas and ~~interest~~water ofin ~~Alta~~the ~~Disposal~~oil ~~Morinville~~so that it can ~~Ltd~~be sold. ~~assets~~Through ~~for~~harnessing ~~total~~the ~~purchase~~ultrasound ~~price~~released ofby ~~CAD$10,000~~the ~~(approximately~~cavitation ~~USD$7~~reaction,~~531).~~ the technology can also break the hydrocarbon chain assisting in forming new lighter hydrocarbon compounds in the same body of fluid.

~~On August~~SonCav’s ~~20,~~features ~~2013, we entered into a letter of intent with Tero Oilfield Services Ltd. (“Tero”), a private company, pursuant to which Tero agreed to sell up to 75% of the issued~~ and ~~outstanding~~benefits ~~common shares of Tero to our company in~~include: ~~exchange for payment in the amount of $1,500,000.~~

~~On March~~• 1,No ~~2014,~~combustion ~~Alta~~of ~~Disposal,~~natural ~~our wholly-owned subsidiary~~gas, ~~entered~~thereby ~~into~~limiting aon-site ~~share purchase~~emissions ~~agreement with Tero~~ and ~~Garry~~EPA ~~Hofmann,~~regulatory ~~the~~hurdles; ~~sole~~• ~~shareholder~~Lower ofoperating ~~Tero. Pursuant~~cost due to ~~the~~more ~~agreement,~~efficient ~~Mr.~~heat ~~Hofmann~~transfer ~~agreed~~and tocirculation; ~~sell~~• ~~and~~Ability weto ~~agreed~~retrofit to ~~purchase 50%~~any oftank ~~the~~configuration ~~issued and outstanding common shares of Tero in exchange~~ for ~~an aggregate~~addition of ~~CAD$1,000,000.~~heat Asto ~~part~~separating ofoperation; ~~the~~• ~~share~~Lower ~~purchase~~maintenance bycosts ~~Alta~~and ~~Disposal,~~extended ~~on February~~life ~~22,~~due ~~2014, Tero declared a dividend in the amount of $307,104, payable~~ to ~~Mr.~~reduction ~~Hofmann by way~~ of acorrosive ~~promissory~~compounds ~~note. As a result of the share purchase agreement, Tero is now a partially owned (50%) subsidiary of our company. Additionally, Alta Disposal, Tero~~ and ~~Mr.~~waste ~~Hofmann entered into an option agreement entitling Alta Disposal to purchase~~ build-up toinside anwalls ~~additional 25%~~ of ~~the issued~~tank; and ~~outstanding~~• ~~common~~Increased ~~shares~~volume of ~~Tero~~salable ~~from~~oil ~~Mr.~~due ~~Hofmann,~~to ~~exercisable~~effective atincorporation ~~a price~~ of ~~$500,000~~carbon ~~for a period of one year~~constituents. ~~On May 1, 2015, our company entered into a share purchase agreement with an individual and disposed of our 50% interest in Tero in consideration for $300,000.~~

~~On October~~There ~~17,~~are ~~2014,~~three ~~we amended our Articles of Incorporation, which amendment was~~primary ~~filed~~applications ~~with~~for the ~~Nevada~~SonCav ~~Secretary~~technology ofin ~~State on October 17~~mining, ~~2014,~~oil toand ~~increase~~gas the authorized capital of our common shares from 500,000,000 common shares, par value $0.001, to 2,000,000,000 common shares, par value $0.001. Our authorized capital consists of 2,000,000,000 common shares and ~~100,000,000 preferred shares, all with a par~~other ~~value~~industrial ~~of $0~~applications.~~001.~~

3831

~~On January~~Mining ~~19,~~Exploration ~~2015, we received written consent from our Board of Directors to effect a reverse stock split of our issued~~ and ~~outstanding~~Development shares of common stock on a basis of 20 old shares of common stock for 1 new share of common stock. Stockholders of our company originally approved the reverse stock split on October 14, 2014 at a special meeting. The reverse stock split was reviewed and approved for filing by FINRA, effective February 25, 2015, and we were assigned CUSIP number 53680P209, effective that same date. Our authorized capital was not affected by the reverse stock split.

~~On June~~The ~~22,~~first ~~2015,~~is insimply ~~accordance~~assisting ~~with~~in cleaning ~~our~~up ~~Articles~~water-based ofwaste ~~Incorporation,~~streams ~~our~~that ~~Board~~are ~~of Directors~~costly ~~designated~~to ~~250,000~~transport ofto ~~our~~a ~~100,000,000 authorized shares of Preferred~~place ~~Stock~~where asthey ~~“Series~~can Abe ~~Preferred~~appropriately ~~Stock”,~~handled ~~par~~or ~~value $0~~disposed.~~001,~~ ~~(the “Series A Preferred”).~~ The ~~Series~~technology Acan ~~Preferred ranks senior to our common stock, carrying~~assist ~~general~~by ~~voting~~treating ~~rights~~the ~~with~~waste ~~the~~on ~~common~~site ~~stock~~by atlowering the ~~rate~~volume of 62fluid ~~votes~~to ~~per Series A Preferred share. The Series A Preferred will~~ be ~~deemed~~disposed ~~cancelled within one year of issuance~~ and ~~are not entitled to share in dividends or other distributions.~~ Soreducing ~~long as any shares of Series A Preferred are outstanding,~~ the ~~affirmative vote~~environmental ofliability ~~not less than 75%~~ of ~~those~~transporting ~~outstanding~~fluid ~~shares~~waste ofas ~~Series~~opposed ~~A Preferred will be required for any change~~ to ~~our Articles of Incorporation. As of March 31,~~ ~~2017,~~dry ~~there are zero shares of Series A Preferred outstanding~~waste.

~~On July~~We 9,are ~~2015,~~presently ~~our~~focused ~~Board~~on the testing of ~~Directors~~the ~~approved~~SonCav atechnology, ~~settlement~~but ~~agreement~~as ~~dated~~we ~~June 25~~develop commercial units, ~~2015~~we ~~among~~expect to ~~our~~explore ~~company,~~opportunities ~~JDF~~in ~~Capital~~Canada ~~Inc.,~~that ~~and~~can ~~our~~see ~~wholly-owned~~the ~~subsidiary,~~greatest benefit from the ~~Alta~~use ~~Disposal~~of ~~Ltd~~SonCav. ~~Previously,~~Using ~~pursuant~~the totechnology afor ~~general~~the ~~security~~extraction ~~agreement~~of ~~dated July~~lithium ~~22,~~and ~~2014,~~other minerals ~~JDF~~from ~~Capital~~existing ~~Inc.~~underground ~~was~~brine ~~granted~~is a ~~first-ranking~~focus ~~security~~of ~~interest over~~our ~~all~~mineral ~~current~~ extraction and ~~future~~mining ~~assets~~goals. ofThere ~~Alta~~are ~~Disposal~~many ~~Ltd.,~~known inareas ~~full~~of ~~guarantee~~Alberta ofthat ~~a $708,000~~have ~~loan~~mineral torich brine ~~our~~that ~~Company.~~is ~~Pursuant~~being brought to the ~~settlement~~surface ~~agreement,~~in ~~JDF~~the ~~Capital Inc.~~production ~~and~~of ~~its~~oil ~~assign,~~and ~~Blue~~that ~~Citi~~is a ~~LLC,~~waste ~~agreed~~by-product to ~~release~~the oil and ~~discharge~~gas ~~their general~~producers. ~~security~~We ~~interest~~believe inwe ~~consideration~~can offind opportunities to use the ~~issuance~~SonCav oftechnology ~~130,000~~to ~~shares~~treat ofeconomically viable waste ~~Series~~streams Aand ~~Preferred.~~to ~~These~~generate ~~shares~~revenue ~~were~~from ~~subsequently~~the ~~cancelled~~sale onof ~~December~~the ~~5, 2015~~extracted minerals.

~~On July~~We ~~13,~~believe ~~2015,~~that ~~our~~solution ~~Board of Directors approved an increase in our authorized~~mining ~~capital~~for ~~from~~potash ~~2,000,000,000~~and ~~shares~~other ofvaluable ~~common~~chlorides ~~stock,~~is ~~par~~also ~~value~~a $0target market.~~001,~~ toSolution mining ~~10,000,000,000~~is ~~shares~~the use of ~~common~~fresh ~~stock,~~water ~~par~~injection ~~value~~to ofunderground ~~$0.001~~salt ~~per~~beds ~~share,~~to ~~and~~dissolve athe ~~reverse~~salts ~~stock~~then ~~split~~bring onthe abrine ~~basis~~solution ~~of up~~ to ~~200~~the ~~old~~surface ~~shares~~to ofextract ~~common~~the ~~stock for 1~~valuable ~~share~~minerals. ofIn ~~common~~many ~~stock.~~cases, ~~The~~the ~~increase~~use of ~~authorized~~solution ~~capital~~mining ~~and~~is ~~stock~~significantly ~~split~~cheaper ~~was~~and ~~approved~~less byrisky ~~shareholders~~than oncreating ~~July~~an ~~13,~~underground ~~2015.~~mine Ausing ~~Definitive~~elevators ~~Schedule~~and ~~14C~~laborers. ~~was filed~~The ~~with~~SonCav ~~the~~technology ~~Securities~~can ~~and~~significantly ~~Exchange~~reduce ~~Commission (~~the ~~“SEC”)~~pipeline onexpense ~~August~~for ~~6, 2015. On~~solution ~~September~~mining 9,efforts ~~2015,~~because weit ~~filed~~enables ~~with~~ the ~~Nevada~~operator ~~Secretary of State a Certificate of Amendment~~ to ~~our~~recycle ~~Articles~~the ofwater ~~Incorporation~~that ~~increasing~~is ~~our~~used in ~~authorized~~the ~~capital from~~process ~~2,000,000,000~~in ~~shares~~lieu of ~~common~~disposing ~~stock,~~it ~~par~~and ~~value~~having ~~$0.001,~~ to ~~10,000,000,000 shares~~bring ofin ~~common~~fresh ~~stock,~~water ~~par value of $0.001 per share. The reverse stock split~~from ~~was~~regional ~~reviewed~~lakes and ~~approved for filing by FINRA, effective September 30, 2015, and we were assigned CUSIP number 53680P308, effective that same date~~rivers.

~~Other~~The final target for our mining ~~than~~efforts asis ~~set~~to ~~out~~identify ~~herein,~~mining weoperations ~~have~~across ~~not~~Canada ~~been~~that ~~involved~~have environmental issues, either in ~~any~~the ~~bankruptcy, receivership~~clean-up of fluid waste streams or ~~similar~~in ~~proceedings,~~areas ~~nor~~where ~~have~~they cannot weaccess ~~been~~enough afresh ~~party~~water to ~~any~~manage ~~material~~their mining and processing ~~reclassification,~~activities. ~~merger,~~These ~~consolidation~~operations orgenerally ~~purchase~~are orat ~~sale~~significant risk of abeing ~~significant~~shut ~~amount~~down ofand ~~assets~~represent ~~not~~good inmarket ~~the~~opportunities ~~ordinary~~for ~~course~~SonCav ofto ~~our~~potentially ~~business~~solve their operating problems.

~~Recent~~Oil ~~Business Developments~~ and ~~Agreements~~Gas ~~During the Nine Months Ended March 31, 2017~~

~~For~~A central application of SonCav is the ~~nine~~heating ~~months~~of ~~ended~~produced ~~March~~crude ~~31,~~oil ~~2017,~~before ~~our~~it ~~company~~reaches ~~has~~a ~~received~~refinery ~~various~~for ~~loans~~further ~~from~~processing ~~unrelated~~and ~~third~~storage ~~parties~~and ~~that~~transportation. ~~are~~Produced ~~listed~~oil ~~below.~~comes ~~These~~out ~~loans~~of ~~are~~the ~~convertible~~ground ~~into~~as ~~shares~~an emulsion, which is comprised of ~~our~~a ~~company~~fluid ~~pursuant~~that tohas ~~the~~oil, ~~terms~~gas, ofand ~~the~~water ~~loan~~all mixed ~~agreements~~together. InProducers ~~the descriptions~~use ~~below~~a combination of ~~the~~gravity ~~loans~~separation, chemical separation, and heat separation to capture the ~~issuance~~three ofstreams, ~~common~~with ~~shares~~the ~~pursuant~~oil toand gas being sold and the water being disposed of generally in underground disposal ~~conversion~~wells. All three of ~~debt~~the ~~pursuant~~separation techniques result in water falling to ~~convertible~~the bottom, ~~promissory~~oil ~~notes~~separating in the center, and the ~~issuance~~lighter ofnatural gas settling on ~~common~~top. ~~shares~~The ~~pursuant~~most efficient technique historically has been to speed up the ~~exercise~~natural separation ofby ~~warrants,~~inducing ~~transactions~~heat ~~are~~which aforces onthe athree ~~post~~streams to separate out more ~~reverse~~quickly ~~stock~~than ~~split~~just ~~basis.~~letting ~~All~~the gravity of the ~~loans,~~fluids ~~convertible~~break ~~promissory~~them ~~notes~~apart over time. This process speeds up production rates, thus allowing for quicker sales. Chemically induced separation has come a long way over the past 20 years and, ~~warrants~~while ~~include~~historically ~~terms~~it ~~that~~has ~~make~~been ~~them~~very ~~subject~~expensive, it is becoming a part of most oil and gas production to assist in the ~~share~~separation ~~splits~~process.

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

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

As additional consideration for the settlement, our company issued a convertible promissory to InLight Capital Partners with an aggregate face value of $35,000 that matures on October 19, 2017. The Note bears 8% interest per annum and is convertible, at the option of InLight Capital Partners, in whole or in part, into shares of our common stock at a 35% discount to the lowest trading price occurring during the ten trading days prior to the notice of conversion. 32

39At the drill site, the SonCav unit can be installed to intake the oil and frac-water mixture as it comes out of the ground and separate it using a flash evaporation process. The goal is to separate the sand, chemical and oil mixture from the flowback water that is a waste byproduct in the fracturing process. By doing this, the fresh water can be recycled and reused in future well-drilling efforts and take the dewatered solids away to be disposed of. By dewatering solid waste, the trucking companies are hauling significantly less solid waste that is a significantly less risky product to move over the road. In some geographic locations, these waste sands from oil and gas production contain valuable minerals like lithium, magnesium, and potassium which can be further processed and sold.

~~Loan~~Other ~~with~~Industrial ~~VES~~Markets ~~Investment Trust~~

~~On April~~In 19Canada, ~~2016,~~there weare ~~entered~~many ~~into~~regions that ahave ~~securities~~drought ~~purchase~~issues ~~agreement~~and ~~with~~struggle ~~VES Investment~~to ~~Trust~~provide ~~(“VES”)~~enough ~~pursuant~~fresh water to accommodate ~~which~~residential, ~~VES~~agricultural, ~~had~~industrial, ~~purchased~~and aoil ~~convertible promissory~~and ~~note~~gas ~~dated~~industry needs. ~~April~~These ~~19,~~areas ~~2016~~could inuse the ~~aggregate~~technology ~~principal~~simply ~~amount~~to ofprovide upfresh water to ~~$30,000.~~support Asall atof ~~October~~these ~~18,~~needs ~~2016,~~by ~~there~~treating ~~was~~brackish ~~$30,000~~water inthat ~~unpaid~~cannot ~~principal~~otherwise onbe used. The issues around drought conditions are the water levels of local rivers, ~~note~~lakes, ~~plus~~and ~~accrued~~underground ~~interest~~fresh water aquifers. OnNearly ~~October~~all ~~18,~~of ~~2016,~~the weregions ~~entered~~affected by ~~into~~these adrought ~~debt settlement~~conditions ~~agreement~~have ~~with~~shallow ~~VES~~aquifers ~~pursuant~~of towater ~~which~~but weit ~~agreed~~has totoo ~~pay~~much salinity to ~~VES~~be ~~$60,000~~used in many necessary applications. Regional facilities could be put in ~~two~~place ~~equal~~to ~~installments~~treat onbrackish ~~January~~water 2,to ~~2017~~eliminate ~~and~~some ~~April~~of ~~19,~~the ~~2017,~~toxic ~~respectively.~~organic Wecompounds ~~paid~~and ~~both~~reduce ofthe ~~these~~overall ~~installments~~salinity onto ~~January~~levels ~~30,~~where ~~2017~~it ~~and~~could ~~April~~be ~~10,~~used ~~2017,~~to ~~respectively~~water crops and potentially provide potable water for residential needs.

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

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

~~On September~~Our 2,current ~~2016,~~oil ~~we entered into a loan agreement with JDF pursuant to which JDF provided our company with a bridge loan in the amount of $50,000. The loan bears interest at the rate of 10% per annum~~ and isgas ~~due~~activities ~~November~~are 2,limited ~~2016. In the event the loan is not repaid on maturity, as additional consideration~~ to ~~JDF, we have agreed to amend~~ the ~~conversion discount of an earlier convertible~~ ~~promissory~~following: note held by JDF from July 22, 2015 for $708,000 from 35% to a 50% discount to market price. In September, 2016 we prepaid $50,082 to JDF in full settlement of all principal and interest outstanding pursuant to this loan agreement.

~~On September~~McKean 9County, ~~2016,~~Pennsylvania we entered into a loan agreement with JDF, pursuant which JDF acquired a 10% convertible note with an aggregate face value of $144,100, with an issuance discount of $13,100 and legal fees of $6,000. The note matures in one year. The holder is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of common stock in the Company at a price equal to 65% of the lowest trading price of the Company’s common stock, as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

On September 279, 2016, we incorporated ~~entered into~~ a ~~loan~~wholly-owned ~~agreement with JDF~~subsidiary, ~~pursuant~~Black ~~which JDF~~Box ~~acquired~~Energy, aInc., ~~10%~~in ~~convertible~~the ~~note~~State ~~with an aggregate face value~~ of ~~$64,900,~~ ~~with~~Nevada an(“BBE”). ~~issuance~~On ~~discount~~September of9, $52016,~~900~~ ~~and~~through ~~legal~~BBE, ~~fees~~we ofentered ~~$4,000.~~into ~~The~~a ~~note matures~~letter inagreement ~~one~~with ~~year~~PetroChase, Inc. ~~The~~pursuant ~~holder~~to iswhich ~~entitled,~~we atagreed ~~its option,~~ to ~~convert~~purchase ~~all~~50% orof a ~~part of~~ ~~the~~70% ~~principal~~net ~~outstanding~~revenue atinterest ~~the~~held ~~date~~by ~~into~~PetroChase ~~shares~~in ofa ~~common~~certain ~~stock~~oil inand ~~the~~gas ~~Company~~lease known atas athe ~~price~~McKean ~~equal~~County toProject, ~~the~~located ~~lesser~~in ofMcKean $0County, Pennsylvania.~~005~~ orIn consideration afor ~~50%~~the ~~discount~~working ofinterest, ~~the~~we ~~lowest~~paid ~~trading price~~$250,000 ofto ~~the~~PetroChase ~~common~~in ~~stock~~equal installments ason ~~reported~~September on9, ~~the~~2016 ~~OTC~~and ~~Markets~~September ~~for~~16, ~~the~~2016. ~~twenty~~We ~~prior~~were required, but ~~trading~~did ~~days~~not ~~including~~pay, ~~the~~an ~~day~~additional ~~upon~~$30,000 ~~which~~to aPetroChase ~~notice~~for ofmanagement ~~conversion~~fees isby ~~received.~~December 16, 2016.

~~On October~~Pursuant ~~10,~~to ~~2016,~~the letter agreement, we ~~entered~~will ~~into~~be aentitled ~~securities~~to ~~purchase~~recoup ~~agreement~~100% ~~with~~of ~~JDF. Pursuant~~net torevenue derived from the ~~terms~~lease until we have recouped 100% of the ~~agreement~~$280,000 ~~JDF~~paid ~~acquired~~in aconsideration ~~10%~~of ~~original~~the ~~issue~~working ~~discount~~interest. ~~convertible~~The ~~note~~agreement ~~with~~provides anthat ~~aggregate~~PetroChase ~~face~~will ~~value~~serve ofas ~~$102,369~~the inoperator and ~~consideration~~drill contractor for ~~$93,062~~the project.~~50.~~ The ~~note~~drilling ~~matures~~of inan ~~one~~initial ~~year.~~well ~~The~~on ~~holder is~~the ~~entitled,~~property atwas ~~its~~scheduled ~~option,~~for tofall ~~convert~~of ~~all~~2016. orAs aat ~~part~~the date of ~~the~~this ~~principal~~report, ~~outstanding~~we are atin ~~the~~dispute ~~date~~with ~~into~~PetroChase ~~shares~~regarding ofits ~~our~~failure ~~common~~to ~~stock~~drill at a ~~50%~~well ~~discount~~in toaccordance with the ~~lowest trading~~agreement, ~~price~~and ~~occurring~~have ~~during~~given ~~the~~PetroChase ~~twenty~~notice ~~trading~~of ~~days~~breach ~~prior~~of tocontract. ~~the~~We have ~~notice~~therefore indefinitely postponed delivery of the $30,000 management fee ~~conversion~~until this issue has been resolved.

~~On October 27~~Sulphur, ~~2016,~~Louisiana we entered into a securities purchase agreement with JDF. Pursuant to the terms of the agreement, JDF acquired a 10% original issue discount convertible note with an aggregate face value of $48,400, with an issuance discount of $4,000 of legal fees. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

40On April 13, 2017, BBE entered into a Joint Development and Option Agreement with White Top Oil & Gas, LLC (“White Top”), a Louisiana limited liability company (the “White Top Agreement”), under which White Top is the designee to a funding agreement to finance and participate in the completion of certain oil and gas development, exploration and operating activities on certain lands located in Sulphur, Louisiana (the “White Top Field”). Under the terms of the White Top Agreement, BBE has advanced approximately $854,000 to White Top as consideration to White Top for the option to convert those funds into a 3% gross royalty from the future revenue at the Sulphur, Louisiana oil and gas property. BBE also has the right to repayment of the advanced funds if it does not believe the revenue from the royalty will be substantial enough. White Top’s rights to repayment of the monies received from BBE expired on August 1, 2017.

On November 22, 2016, we issued a $29,700 convertible promissory note to JDF in consideration for $25,000. The note matures on November 22, 2017 and bears 10% interest per annum. JDF is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion. 33

~~On December~~White ~~23,~~Top ~~2016~~has until May 15, we2018 to ~~issued~~acquire athe ~~$45~~field in Sulphur,~~100~~ ~~convertible~~LA. ~~promissory~~In ~~note~~the tointerim ~~JDF~~they ~~with issuance~~have ~~costs~~the ofoption ~~$7,600~~to drill ~~that~~development ~~matures~~wells on ~~December~~the ~~23,~~property ~~2017.~~to ~~The~~prove ~~note~~up ~~bears~~additional ~~10% interest~~reserves ~~per~~in ~~annum~~the field ~~and~~before completing the ~~holder~~acquisition. isBBE ~~entitled,~~has athired ~~its~~an ~~option,~~independent atseismic analyst ~~any~~as ~~time,~~well ~~to convert~~as ~~all~~a orgeophysical ~~any~~team ~~amount~~to ofreview the ~~principal~~work ~~face~~by ~~amount~~the ofWhite ~~this~~Top ~~note then~~team ~~outstanding~~and ~~into~~is ~~shares~~comfortable ofwith ~~the~~how ~~Company's~~they ~~common~~are ~~stock~~progressing. atUltimately athe ~~price~~goal ~~equal~~is to ~~50%~~ ~~discount~~bring ofa ~~the~~SonCav ~~lowest~~technology ~~trading~~unit ~~price~~to of the ~~common~~field ~~stock~~in asSulphur ~~reported~~for ononsite ~~the~~testing ~~OTC~~of the ~~Markets~~technology ~~for~~and ~~the~~to ~~twenty~~be ~~prior~~used ~~trading~~as ~~days~~a ~~including~~showroom ~~the~~for ~~day~~potential ~~upon~~Canadian ~~which~~customers ato ~~notice~~see ofthe ~~conversion~~unit isin ~~received~~operation.

~~On January~~Recent ~~17,~~Business ~~2017,~~Developments weand ~~entered~~Agreements ~~into~~During ~~a securities purchase agreement with JDF. Pursuant to~~ the ~~terms of the agreement, JDF acquired a convertible note with an~~Three ~~aggregate~~Months ~~face~~Ended ~~value~~September ~~of $46~~30,~~500~~ in2017 consideration for $42,500 ($4,000 was deducted from the amount funded in respect of legal fees incurred by the purchaser). The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

~~On January~~Convertible ~~27,~~Secured ~~2017,~~Redeemable weNotes entered into a securities purchase agreement with JDF. Pursuant to the terms of the agreement, JDF acquired a 10% original issue discount convertible note with an aggregate face value of $116,600, including a 10% issuance discount of $10,600, and $6,000 in legal fees deducted from the amount funded. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

~~On February~~In 3July, August and September 2017, wethe ~~entered~~Company ~~into~~issued aan ~~securities~~aggregate ~~purchase agreement with JDF. Pursuant to the terms~~ of ~~the agreement~~$397,760 Convertible Promissory ~~JDF~~Notes ~~acquired~~that amature ~~10%~~on ~~original~~various ~~issue discount~~dates ~~convertible~~in ~~note~~May ~~with~~through anSeptember ~~aggregate face value of $80~~2018,~~850,~~ resulting ~~including~~in ~~a 10%~~cash ~~issuance~~proceeds ~~discount~~totaling of $7355,~~350, and $5,~~000 ~~in legal fees deducted from the amount funded~~. These ~~The~~notes ~~note~~bear ~~matures~~10% ininterest ~~one~~per ~~year.~~annum ~~The~~and the ~~holder~~Holder of this ~~note~~Note is entitled, at its option, at any time, to convert all or aany ~~part~~amount of the principal ~~outstanding at~~face ~~the~~amount ~~date~~ of ~~conversion~~this ~~into~~Note then outstanding into shares of ~~our~~the Company's common stock at athe ~~50%~~lesser ~~discount~~of $0.005 per share or at a price equal to ~~the~~ 25% of the lowest trading price ~~occurring~~of ~~during~~the Common Stock as reported on the OTC Markets for the twenty prior trading days ~~prior~~including to the ~~notice~~ day upon which a Notice of ~~conversion.~~Conversion is received.

~~On March~~Conversions 1, 2017, we entered into a securities purchase agreement with JDF. Pursuant to the terms of the agreement, JDF acquired a 10% original issue discount convertible note with an aggregate face value of $181,209, including a 10% issuance discount of $16,473, and $6,336 in legal fees deducted from the amount funded. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

~~On March~~During ~~20, 2017, we entered into a securities purchase agreement with JDF. Pursuant to~~ the ~~terms~~three months ofended ~~the~~September ~~agreement~~30, ~~JDF acquired a 10% original issue discount convertible note with an aggregate face value of $85~~2017,~~800,~~ ~~including~~the ~~a 10%~~Company ~~issuance~~issued ~~discount of $7~~870,~~800~~000, ~~and $3,~~000 incommon ~~legal~~shares at ~~fees~~deemed ~~deducted~~prices ranging from ~~the amount funded~~$0.00030 ~~The~~to ~~note matures in one year~~$0.00038 ~~The~~per ~~holder~~share ofupon ~~this~~conversion ~~note is entitled, at its option, to convert all or a part~~ of the ~~principal~~convertible ~~outstanding at~~promissory ~~the~~notes ~~date~~and ofaccrued ~~conversion~~interest, ~~into~~valued ~~shares of our common stock~~ at ~~a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion~~$292,500.

~~Loans~~Shares ~~with~~Issued ~~Concord~~for ~~Holding~~Services ~~Group LLC~~

On ~~September~~ ~~07,~~July ~~2016~~31, ~~we entered into an agreement with Concord Capital Group LLC (“Concord”). Pursuant to the terms of the agreement~~ 2017, the ~~investor~~Company ~~acquired~~issued ~~a 10% convertible note with an aggregate face value of $116,000, with an issuance discount of $~~11,~~600. The note matures in one year. The holder of this note is entitled~~666,667 atcommon ~~its option, to convert all or a part of the principal outstanding at the date into~~ shares ofin ~~the~~payment offor ~~common~~past ~~stock~~legal services ~~in the Company~~ at a ~~price~~deemed ~~equal~~value ~~to the lesser~~ of $08,166.~~005 or a 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.~~

41Debt Settlements and Class C Preferred Shares

~~On September~~Effective 08August 11, ~~2016~~2017, wethe Company entered into ana ~~agreement~~Debt Settlement Agreement with each Blue Citi, LLC and Concord. ~~Pursuant~~Holding toGroup, ~~the terms~~LLC. On ofAugust ~~the~~11, ~~agreement~~2017, the ~~investor~~Company ~~acquired~~was aindebted ~~10%~~to ~~convertible~~Blue ~~note~~Citi ~~with~~and an Concord in the aggregate ~~face~~principal ~~value~~amounts of approximately $272,~~778~~000,000 ~~with~~and an$1,700,000, respectively ~~issuance~~(exclusive ~~discount~~ of $2accrued interest and penalties),~~778.~~ ~~The~~pursuant ~~note matures~~to invarious convertible ~~one~~promissory ~~year.~~notes ~~The~~issued ~~holder~~to ofBlue ~~this~~Citi ~~note~~and isConcord ~~entitled~~between March, 2014 atand ~~its~~June, ~~option~~2017. Pursuant to the Debt Settlement Agreements, each Blue Citi and Concord has agreed to ~~convert~~ indefinitely ~~all~~forbear orfrom aenforcing ~~part~~its ofrights ~~the~~pursuant ~~principal~~to ~~outstanding~~the atpromissory notes. In consideration, the ~~date~~Company ~~into~~has issued ~~shares~~to each Blue Citi and Concord warrants to purchase up to $400,000 in shares of our common stock ($800,000 in the ~~Company~~aggregate), with 50% of the warrants exercisable at $0.0025 per share, and 50% exercisable at $0.0035 per share. The warrants are exercisable until August 11, 2022 and may also be exercised on a ~~price~~cashless ~~equal~~basis. In tothe event that the ~~lesser~~closing price of the Company’s common stock falls to $0.~~005~~0005 or less for a ~~50% discount~~period of 3 days during the warrant exercise period, the exercise price of the $0.0025 per share warrants shall adjust to 300% of the lowest trading price during such 3-day period, and the exercise price of the ~~common~~$0.0035 ~~stock~~warrants aswill ~~reported~~adjust onto 400% of the ~~OTC Markets~~lowest trading during the 3-day period. As additional consideration for the ~~twenty~~issuance ~~prior~~of ~~trading~~securities ~~days~~to ~~including~~Blue Citi and Concord, promissory notes held by them that were convertible into the Company’s ~~day~~common ~~upon~~stock ~~which~~at 50% discount to market price will instead be subject to a ~~notice of~~25% ~~conversion~~discount isto ~~received.~~market price.

On September 8, 2016, the Company had transferred an aggregate of $15,304 plus accrued interest of $104,696 in convertible promissory notes from one debt holder to another. The transfer was treated as a modification of the convertible promissory notes. The convertible promissory notes matures on September 8, 2017. These notes bear 10% interest per annum and the holder is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a price equal to 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received. 34

On ~~September~~ 15August 3, ~~2016~~2017, wethe Company entered into ana debt settlement subscription agreement with ~~Concord.~~a ~~Pursuant~~creditor ~~to the~~for ~~terms~~settlement of ~~the~~amounts ~~agreement,~~owed ~~the~~relating ~~investor~~to ~~acquired~~an aoutstanding ~~10%~~ convertible note ~~with~~in anthe ~~aggregate~~principal ~~face~~amount ~~value~~ of $~~257~~708,~~778~~000, ~~with~~plus an$49,347 ~~issuance discount~~ of ~~$25~~accrued interest,~~778.~~ ~~The~~for a total note ~~matures~~balance inof ~~one year~~$757,347. ~~The~~In ~~holder~~lieu of ~~this~~receiving ~~note~~cash isas ~~entitled~~payment, atthe ~~its~~creditor ~~option,~~has agreed to ~~convert~~ ~~all~~accept or70,000,000 aClass ~~part~~C Convertible Preferred Shares of the ~~principal~~Company as ~~outstanding~~payment atof the ~~date~~indebtedness, ~~into~~pursuant ~~shares~~to the terms of the settlement ~~common~~agreement. ~~stock~~Thereafter, inon ~~the~~August 23, 2017, Company atissued aan ~~price~~aggregate ~~equal~~of 70,000,000 toClass C Convertible Preferred Shares at the ~~lesser~~deemed price of $0.~~005 or 50%~~0101 ~~discount~~per toshare. ~~the~~The ~~lowest~~Company ~~trading~~has ~~price~~issued all of the ~~common~~shares ~~stock~~to asone ~~reported~~U.S. onperson ~~the~~(as ~~OTC~~that ~~Markets~~term ~~for~~is ~~the~~defined ~~twenty~~in ~~prior~~Regulation ~~trading~~S ~~days~~of ~~including~~ the ~~day~~Securities ~~upon~~Act ~~which~~of a1933), ~~notice~~relying on Rule 506 promulgated under Regulation D of ~~conversion~~the isSecurities ~~received.~~Act of 1933, as amended.

On ~~September~~ 29August 22, ~~2016~~2017, wethe ~~entered~~Board ~~into~~of Directors anapproved ~~agreement~~a ~~with~~Certificate ~~Concord. Pursuant to the terms~~ of ~~the~~Designation ~~agreement,~~authorizing the ~~investor~~creation ~~acquired a 10% convertible note with an aggregate face value~~ of ~~$61~~ 70,~~112~~000,000 ~~with~~Class anC ~~issuance~~Preferred ~~discount of $6,112~~Shares. The ~~note matures~~Class inC ~~one~~Shares ~~year.~~are ~~The holder of this note is entitled~~convertible, ~~at its option, to~~ ~~convert~~redeemable ~~all~~and orhave acertain ~~part~~enhanced ofvoting ~~the~~rights. ~~principal~~Each ~~outstanding~~Class atC ~~the~~preferred ~~date~~Share is convertible into two shares of ~~common~~ ~~stock in~~ the Company's ~~at a price equal to the lesser of $0.005 or 50% discount to the lowest trading price of the~~ common stock ~~as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received~~.

On October 31, 2016, we entered into a securities purchase agreement with Concord. Pursuant to the terms of the agreement, Concord acquired a convertible note bearing 10% interest with an aggregate face value of $163,334 with an issuance discount of $16,334 that matures on October 31, 2017. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our company’s common stock at a price equal to lesser of $0.005 or a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

On November 14, 2016, we issued an aggregate of $31,111 convertible promissory notes to Concord in consideration for $28,000. The note matures on November 14, 2017 and bears 10% interest per annum. The holder of this note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

On November 30, 2016, we issued an aggregate of $100,000 convertible promissory notes to Concord in consideration for $90,000. The note matures on November 30, 2017 and bears 10% interest per annum. The holder of this note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

On December 29, 2016, we entered into a securities purchase agreement with Concord. Pursuant to the terms of the agreement, Concord acquired a 10% original issue discount convertible note with an aggregate face value of $91,111 including a 10% issuance discount of $9,111. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

On January 25, 2017, the Company issued an aggregate of $132,222 convertible secured redeemable note to Concord in consideration for $119,000. The note matures on January 25, 2018 and bears 10% interest per annum. The holder of the note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

On January 26, 2017, the Company issued an aggregate of $99,833 convertible secured redeemable note to Concord in consideration for $89,850. The note matures on January 26, 2018 and bears 10% interest per annum. The holder of the note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

On March 1, 2017, we entered into a securities purchase agreement with Concord. Pursuant to the terms of the agreement, Concord acquired a 10% original issue discount convertible note with an aggregate face value of $183,056, including a 10% issuance discount of $18,306. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

On March 13, 2017, we entered into a securities purchase agreement with Concord. Pursuant to the terms of the agreement, Concord acquired a 10% original issue discount convertible note with an aggregate face value of $85,800 including a 10% issuance discount of $7,800. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

On March 28, 2017, we entered into a securities purchase agreement with Concord. Pursuant to the terms of the agreement, Concord acquired a 10% original issue discount convertible note with an aggregate face value of $141,680 including a 10% issuance discount of $12,880. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a price equal to lesser of $0.005 or 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

Other Transactions

On September 1, 2016, our company entered into letter agreements with five separate investors with the intent to buyout their notes and warrants. Pursuant to the terms of the agreements, the investors have agreed to a standstill period until September 16, 2016. The buyout will take place over six month and will result in an aggregate of $252,856 in debt being retired, an aggregate of $195,500 in warrants being retired and an aggregate buyout amount of $460,000 will be paid over the period. Additionally, the Company will also issue an aggregate of $232,500 in new convertible debt. The conversion price for note will be 65% of the lowest trading price of the common stock as reported on the OTC Markets electronic quotation service or such marketplace. The note will have no prepayment penalties and can be purchased from the holder at face value.

The various letters of agreement impose standstill periods on the holders of the convertible notes during which time they will refrain from converting their convertible notes into common shares. Each standstill period will expire upon termination of the applicable letter of intent or until the execution of a definitive agreement, whichever is earlier. Each letter of intent contemplates the completion of good faith negotiation and due diligence by the parties by September 12, 2016 which, if successful, will be followed by the execution and closing of a definitive agreement by September 14, 2016 and September 16, 2016, respectively. The closing of the definitive agreement will be subject to a number of conditions precedent which include, without limitation, our Company’s ability to secure sufficient and timely financing to complete the transaction, customary director approvals, and the participation of each of the convertible noteholders in question.

On September 9, 2016, we incorporated a wholly-owned subsidiary, Black Box Energy, Inc., in the State of Nevada.

On September 9, 2016, through Black Box Energy, Inc., we entered into a letter agreement with PetroChase, Inc. pursuant to which we agreed to purchase 50% of a 70% working interest held by PetroChase in a certain oil & gas lease known as the McKean County Project, located in McKean County, Pennsylvania. Each 10% working interest entitles the holder to earn a $0.70% net revenue interest derived from the lease. In consideration for the working interest we paid $250,000 to PetroChase, Inc. in equal installments on September 9, 2016 and September 16, 2016. We were required, but did not pay, an additional $30,000 to PetroChase for management fees by December 16, 2016.

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

Results of Operations

The following ~~provides~~summary ~~selected~~of ~~financial~~our results ~~data~~of ~~about~~operations should be read in conjunction with our ~~company~~financial statements in this quarterly report for the three ~~and~~months ended September 30, ~~nine~~2017 and 2016. Our operating results for the three months ended ~~March~~September 3130, 2017 and 2016. are summarized as follows:

Comparison of the Three Months Ended March 31, 2017 to the Three Months Ended March 31, 2016

		Three Months Ended September 30,
		2017			2016
Revenue	$	-		$	-
Operating expenses		(187,341	)		(213,740	)
Interest expense		(473,520	)		(223,216	)
Gain (loss) on change in the fair value of derivative liability		981,563			(1,150,330	)
Amortization of debt discount		(761,531	)		(142,332	)
Loss on extinguishment of liability		-			(1,491,082	)
Net loss from continuing operations	$	(440,829	)	$	(3,220,700	)

		Three Months Ended
		March 31,			March 31,
		2017			2016
Revenue	$	-		$	-
Operating expenses		362,130			63,979
Other income (expenses):
Interest expense		(2,067,330	)		(97,758	)
Gain (loss) on change in fair value of derivative liability		(90,017	)		112,247
Amortization of debt discount		(597,871	)		(78,688	)
Loss on settlement of warrants		(42,944	)		-
Loss on disposal of business operations		-			(96	)
Loss on extinguishment of liability		12,400			-
Loss from discontinued operations		(61	)		(290	)
Net loss	$	(3,147,953	)	$	(128,564	)

Revenue

We ~~generated~~ nohave ~~revenues~~not ~~during~~earned ~~the~~any ~~three months ended March 31, 2017. Operating~~revenues ~~expenses~~since ~~for~~our ~~the~~inception ~~three~~and ~~months~~we ~~ended~~do ~~March~~not ~~31,~~anticipate ~~2017~~earning ~~increased~~revenues ~~by $298,151 compared to the same period~~ in ~~2016, primarily as a result of an increase in selling, and general and administrative expenses. We had net losses of $3,147,953 and $128,564 for~~ the ~~three-month periods ended March 31, 2017 and~~near ~~2016, respectively, due primarily to interest expense and the amortization of debt discount related to the convertible promissory notes~~future.

44Operating Expenses

~~Comparison~~Our ofoperating ~~the~~expenses ~~Nine~~for ~~Months~~the three ~~Ended~~months ~~March~~ended 31September 30, 2017 are summarized as follows, in comparison to our operating expenses for the ~~Nine~~ ~~Months~~three ~~Ended~~months ~~March~~ended 31September 30, 2016:

		Nine Months Ended
			Three Months Ended September 30,
		March 31,			March 31,
			2017			2016
		2017			2016
	Mining expenses	$	-		$	35,083
Revenue	$	-		$	-
	Salaries and related expenses		65,509			55,843
Operating expenses		842,228			378,393
	Professional fees		92,331			95,500
Other income (expenses):
	Legal fees		4,199			-
Interest expense		(2,463,008	)		(699,719	)
	Other general and administrative expenses		25,302			27,314
Gain on change in fair value of derivative liability		68,275			576,533
	Total operating expenses	$	187,341		$	213,740
Amortization of debt discount		(1,144,229	)		(399,010	)
Loss on settlement of warrants		(42,944	)		-
Bad-debt write off		-			(20,000	)
Loss on disposal of business operations		-			7,468
Loss on extinguishment of liability		(1,527,301	)		-
Loss from discontinued operations		(141	)		(78,860	)
Net Income	$	(5,951,576	)	$	(913,121	)

~~We generated~~Operating expenses nodecreased ~~revenues~~$26,399 ~~during~~for the ~~nine~~three months ended ~~March~~September 3130, 2017. ~~Operating expenses~~to $187,341 for the ~~nine~~three months ended ~~March~~September 3130, 2017 ~~increased by $463~~,~~835~~ ~~compared to the same period in 2016, primarily as~~ a ~~result~~decrease of ~~an increase in selling, and general and administrative expenses~~12%. WeThe ~~had~~primary reason ~~net losses of $5,951,576 and $913,121~~ for the ~~nine~~change ~~month~~is ~~periods ended March 31, 2017 and 2016, respectively, due primarily to interest expense and~~ the ~~amortization~~decrease of ~~debt discount related to the convertible promissory notes~~ $35,083 ~~which~~in ~~were~~mining ~~partially~~expenses ~~offset~~as bya ~~gains~~result ~~in the~~of ~~fair~~decreased ~~value~~exploration ~~of the derivative liabilities during those periods~~activity.

~~Liquidity and Capital Resources~~ 35

~~The following table provides selected financial data about our company as of March 31~~Liquidity, ~~2017~~Financial Condition and ~~June~~Capital ~~30, 2016, respectively.~~ Resources

~~Working~~As ~~Capital~~of September 30, 2017, we had cash and cash equivalents on hand of $31,446 and a working capital deficiency of $6,014,743, as compared to cash equivalents on hand of $33,136 and a working capital deficiency of $6,934,640 as of June 30, 2017. The decrease in working capital deficiency is mainly due to the settlement of convertible notes during the three months ended September 30, 2017.

		As of
		March 31,			June 30,
		2017			2016
Total current assets	$	216,817		$	48,007
Total current liabilities	$	6,655,649		$	2,521,607
Working capital (deficit)	$	(6,438,832	)	$	(2,473,600	)

Convertible Promissory Notes

~~Cash~~During ~~Flows~~the three months ended September 30, 2017, the Company received net proceeds from issuance of convertible promissory notes of $355,000.

		Nine Months Ended
		March 31,			March 31,
		2017			2016
Net cash used in operating activities	$	(901,834	)	$	(286,850	)
Net cash used in investing activities	$	(250,000	)	$	-
Net cash provided by financing activities	$	1,323,100		$	238,000
Effect of foreign exchange on cash	$	(253	)	$	(7,947	)
Increase (Decrease) in cash	$	171,013		$	(56,797	)

Share Issuances to Settle Debt

~~We had~~During ~~cash~~the ~~and~~three ~~cash~~months ~~equivalents~~ended September ~~of $196~~30,~~221~~ ~~as of March 31,~~ 2017 ~~compared to cash and cash equivalents of $25~~,~~208~~ asthe ofCompany ~~June~~issued 30870,000,000 ~~2016.~~common Weshares ~~had~~at a ~~working capital~~deemed ~~deficit~~price ofranging from $~~6,438,832~~0.00030 asto of$0.00038 ~~March~~per ~~31,~~share ~~2017~~for ~~compared~~promissory tonote aand interest ~~working~~conversion ~~capital~~valued ~~deficit of~~at $2292,~~473,600 as of June 30, 2016~~500.

Going Concern

The condensed consolidated financial statements contained in this quarterly report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. WeThe ~~have~~Company ~~cumulative~~has ~~net~~accumulated losses from inception through ~~March~~the ~~31,~~period ended September 30, 2017 of approximately $5658 million,~~757,946,~~ as well as negative cash flows from operating activities. ~~Management~~Presently, ~~estimates~~the ~~that~~Company ~~the~~does not have sufficient cash ~~and~~resources to ~~cash~~meet ~~equivalents~~its ~~balance~~plans asin ofthe ~~March~~twelve ~~31,~~months ~~2017~~following ofthe ~~$196~~period ended September 30,~~221~~ 2017. ~~will~~These ~~allow~~factors raise substantial doubt about the Company to’s ability to continue ~~its~~as ~~operations~~a ~~and~~going ~~activities~~concern. ~~for~~Management ais ~~period~~in ofthe ~~one~~process orof ~~two~~working ~~quarters~~with ~~without~~existing ~~additional~~lenders ~~funding.~~and ~~Presently,~~evaluating ~~the~~various ~~Company~~financing ~~does~~alternatives ~~not~~in ~~have~~order ~~sufficient cash~~to ~~resources~~finance toour ~~meet~~product ~~its~~development ~~plans~~and ~~through~~asset ~~this~~acquisition ~~fiscal~~activities ~~year~~and general and administrative expenses. These ~~factors~~alternatives ~~raise~~include raising funds through the ~~substantial~~issuance ~~doubt~~of ~~about~~convertible ~~our~~debt ~~ability~~or toother ~~continue~~equity-linked assecurities athrough ~~going~~either institutional ~~concern~~or retail investors. ~~Management~~ Although there is inno ~~the~~assurance ~~process~~that ofthe Company ~~evaluating~~will ~~various~~be ~~financing~~successful ~~alternatives~~with ~~for~~our ~~operations~~fund-raising initiatives, management asbelieves wethat the Company will ~~need~~be able to ~~finance~~secure ~~future~~the ~~development~~necessary financing as a result of ~~our~~ongoing ~~business~~financing ~~plan~~discussions ~~and~~with ~~for general~~third ~~and~~party ~~administrative~~investors ~~expenses~~and existing investors.

The ~~interim~~ ~~condensed~~ consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The ~~report~~Company’s ofcontinuation ~~our~~as a ~~auditors~~going ~~for~~concern ~~our~~is ~~audited~~dependent ~~consolidated~~on ~~financial~~its ability to obtain additional financing as ~~statements~~may ~~for~~be required and ultimately to attain profitability. If the ~~fiscal~~Company ~~year~~raises additional ~~ended~~funds ~~June~~through ~~30,~~the ~~2016~~issuance ~~contains~~of aequity, ~~going~~the ~~concern qualification~~percentage asownership weof current ~~have~~shareholders ~~suffered~~could ~~losses~~be ~~since~~reduced, ~~our~~and ~~inception.~~such Wesecurities might have ~~minimal~~rights, ~~assets~~preferences ~~and~~or ~~have~~privileges ~~achieved~~senior noto ~~operating~~the ~~revenues~~rights, ~~since~~preferences ~~our~~and ~~inception~~privileges of the Company’s common stock. WeAdditional ~~have~~financing may not be available upon ~~depended~~acceptable onterms, ~~loans~~or ~~and~~at ~~sales~~all. ofIf ~~equity~~adequate ~~securities~~funds toare ~~conduct~~not ~~operations.~~available ~~Unless~~or are not ~~and~~available ~~until~~on weacceptable ~~commence~~terms, ~~material~~the ~~operations~~Company ~~and~~may ~~achieve~~not ~~material~~be ~~revenues,~~able weto ~~will~~take advantage of ~~remain~~prospective ~~dependent~~business onendeavors ~~financings~~or toopportunities, ~~continue~~which ~~our~~could ~~operations.~~significantly ~~Our~~and materially ~~continuation~~restrict asits afuture plans for developing its business and achieving ~~going~~commercial ~~concern~~revenues. isIf ~~dependent~~the onCompany ~~our~~is ~~ability~~unable to obtain ~~additional~~the ~~financing~~necessary ~~as may~~capital, bethe ~~required~~Company ~~and~~may ~~ultimately~~have to ~~attain~~cease ~~profitability~~operations.

~~We have~~Working ~~been~~Capital ~~funding~~Deficiency operations primarily from the proceeds from private placements of equity-linked securities, namely convertible notes. During the nine months ended March 31, 2017, we raised $1,323,100 from the private placement of our equity-linked securities.

Anticipated Cash Requirements

		September 30,			June 30,
		2017			2017
Current assets	$	53,286		$	54,088
Current liabilities		6,068,029			6,988,728
Working capital deficiency	$	(6,014,743	)	$	(6,934,640	)

~~We estimate~~As ~~that~~of September 30, 2017, our ~~operating~~total current ~~expenses~~assets ~~through~~were ~~the~~$53,286, ~~balance~~our oftotal ~~this~~current ~~fiscal~~liabilities ~~year~~were $6,068,029 and ~~ended~~we had a working capital deficit of $6,014,743 (June 30, 2017 ~~will~~- be$6,934,640). asOur financial ~~follows.~~statements ~~These~~report ~~estimates~~a ~~may~~net ~~change~~loss ~~significantly~~of $440,877 for the three months ended ~~depending~~September on30, 2017 and an accumulated deficit of approximately $58 million for the ~~nature~~period from May 31, 2006 (date of inception) to September 30, 2017. We have suffered recurring losses from operations. The continuation of our ~~future~~company ~~business~~is dependent ~~activities~~upon our company attaining and ~~our~~maintaining ~~ability~~profitable tooperations and ~~raise~~raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.

	Estimated		Estimated
	Completion		Expenses
Description	Date		($)
G&A expenses, including outside consultants and advisors	12 months	$	300,000
Acquisition of components for equipment	12 months		200,000
Mining expenses (mainly technology related)	12 months	$	150,000
Legal and accounting	12 months	$	200,000
Total		$	850,000

Cash Flows

		Three Months Ended September 30,
		2017			2016
Net cash used in operating activities	$	(275,558	)	$	(235,302	)
Net cash used in investing activities		(71,000	)		(250,000	)
Net cash provided by financing activities		344,046			500,000
Effect of foreign currency exchange		822			(67	)
Increase (decrease) in cash and cash equivalents	$	(1,690	)	$	14,631

The increase in net cash used in operating activities in the year ended June 30, 2017 is mainly related to the increase in operation expenses. The cash used in investing activities is due to the investments and advances to WhiteTop. The decrease in cash provided by financing activities is due decreased issuances of convertible debentures.

Future Financing

We will require additional funds to implement our growth strategy for our business. If In addition, while we ~~raise~~have received ~~additional~~capital ~~funds~~from ~~through~~various ~~the~~private ~~issuance~~placements ofthat ~~equity~~have orenabled ~~equity-linked~~us to fund ~~securities~~our operations, ~~the~~these ~~percentage~~funds ~~ownership~~have ofbeen ~~current~~largely ~~shareholders~~used ~~could~~to bedevelop ~~reduced~~our processes, ~~and~~although ~~such~~additional ~~securities~~funds ~~might~~are ~~have~~needed ~~rights,~~for ~~preferences~~other orcorporate ~~privileges~~operational ~~senior~~and ~~to our~~working ~~common~~capital ~~stock~~purposes. ~~Additional~~Our ~~financing~~principal ~~may~~sources ~~not~~of befunds ~~available~~have ~~upon~~been ~~acceptable~~from ~~terms,~~sales of our orcommon atstock ~~all~~and the issuance of convertible debentures. IfNot ~~adequate~~including funds needed ~~are~~to ~~not~~pay ~~available~~down orany ~~are~~convertible ~~not~~debt, ~~available~~we ~~on acceptable~~anticipate ~~terms,~~that we ~~may~~will ~~not~~need beto raise ~~able~~an additional $1,000,000 to ~~take~~cover ~~advantage~~all of ~~prospective~~our ~~business~~operational expenses through ~~endeavors~~the orbalance ~~opportunities,~~of ~~which~~this ~~could~~fiscal ~~significantly~~year ~~and~~ended ~~materially~~June ~~restrict our~~30, ~~future~~2018. ~~plans~~These ~~for~~funds ~~developing~~may ~~our~~be ~~business~~raised through ~~and~~equity ~~achieving~~financing, ~~commercial~~debt ~~revenues. If~~financing, weor ~~are~~other ~~unable~~sources, towhich ~~obtain~~may ~~the~~result ~~necessary~~in further ~~capital~~dilution ~~when~~in ~~needed,~~the weequity ~~may~~ownership ~~have~~of ~~to cease~~our ~~operations~~shares. There can be no assurance that additional financing will be available to us when needed or, if available, that such financing can be obtained on commercially reasonable terms. If we are not able to obtain the additional necessary financing on a timely basis, or if we are unable to generate significant revenues from operations, we will not be able to meet our other obligations as they become due, and we will be forced to scale down or perhaps even cease our operations.

We intend to meet our cash requirements for the next twelve months through the use of the cash we have on hand and through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any other arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Off-Balance Sheet Arrangements

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

Effects of Inflation

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

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the quarter ended ~~March~~September 3130, 2017 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, ~~2016~~2017.

Recently Adopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 1 to our financial statements included herein for the quarter ended ~~March~~September 3130, 2017.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~The Company~~We ~~maintains~~carried ~~disclosure~~out ~~controls~~an evaluation, under the supervision and ~~procedures~~with ~~that~~the ~~are~~participation ~~designed~~of toour ~~ensure~~management, including ~~that~~our ~~information~~sole ~~required~~executive toofficer, beAlexander ~~disclosed~~Walsh, inwho ~~the~~is ~~Company’s~~our ~~reports~~Chief ~~filed~~Executive ~~under~~Officer ~~the~~(Principal ~~Securities~~Executive ~~Exchange~~Officer) ~~Act~~and ofChief ~~1934,~~Financial asOfficer ~~amended,~~(Principal ~~is recorded, processed,~~Financial ~~summarized~~Officer and ~~reported~~Principal ~~within~~Accounting ~~the~~Officer), ~~time~~of ~~periods~~the ~~specified~~effectiveness inof the ~~SEC’s~~design ~~rules~~of our disclosure controls and procedures (as defined by Exchange Act Rules ~~forms,~~13a-15(e) ~~and~~or ~~that~~15d-15(e)) ~~such~~as ~~information~~of isSeptember ~~accumulated~~30, ~~and~~2017 ~~communicated~~pursuant to ~~the~~Exchange Act Rule ~~Company’s~~13a-15. ~~management,~~Based ~~including~~upon ~~the~~that ~~Company’s~~evaluation, ~~president~~our ~~and~~Principal ~~chief~~Executive ~~executive~~and Financial ~~officer~~Officer ~~(who~~concluded isthat ~~the~~our ~~Company’s~~disclosure ~~principal~~controls ~~executive~~and ~~officer)~~procedures ~~and~~were ~~the~~not ~~Company’s~~effective ~~chief~~as ~~financial~~of ~~officer,~~June ~~treasurer~~30, ~~and~~2017 ~~secretary~~in ~~(who~~ensuring isthat ~~the~~information ~~Company’s principal~~required ~~financial~~to ~~officer~~be ~~and~~disclosed ~~principal~~by ~~accounting~~us in ~~officer)~~reports tothat ~~allow~~we ~~for timely~~file ~~decisions~~or ~~regarding~~submit ~~required~~under ~~disclosure.~~the InExchange ~~designing~~Act is recorded, processed, summarized, and ~~evaluating~~reported within the ~~Company’s~~ ~~disclosure~~time ~~controls~~periods ~~and~~specified ~~procedures,~~in the ~~Company~~SEC’s ~~management~~rules ~~recognizes~~and ~~that~~forms. ~~any~~This ~~controls~~conclusion ~~and~~is ~~procedures,~~based noon ~~matter~~findings ~~how~~that ~~well~~constituted ~~designed and~~material ~~operated,~~weaknesses. ~~can~~A ~~provide~~material ~~only~~weakness ~~reasonable~~is ~~assurance~~a ofdeficiency, ~~achieving~~or ~~the~~a ~~desired~~combination of control ~~objectives~~deficiencies, ~~and~~in ~~the~~internal ~~Company’s~~control ~~management~~over isfinancial ~~required~~reporting tosuch ~~apply~~that ~~its~~there ~~judgment~~is ina ~~evaluating~~reasonable ~~the~~possibility ~~cost-benefit~~that ~~relationship~~a ofmaterial ~~possible~~misstatement ~~controls and procedures. The ineffectiveness~~ of the Company’s ~~disclosure controls and procedures was due~~interim tofinancial ~~material~~statements ~~weaknesses~~will ~~identified~~not inbe ~~the~~prevented ~~Company’s~~or ~~internal~~detected ~~control~~on ~~over financial~~a ~~reporting,~~timely ~~described below~~basis.

Management’s Report on Internal Control ~~over~~Over Financial Reporting

~~Management~~ Our management is responsible for establishing and maintaining adequate internal control over ~~the~~ ~~Company’s~~ financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. InUnder ~~order~~the supervision toand ~~evaluate~~with the ~~effectiveness~~participation of our management, which currently ~~internal~~consists ~~control~~of ~~over~~Alexander ~~financial~~Walsh ~~reporting,~~serving as ~~required~~our byChief ~~Section~~Executive ~~404~~Officer ofand ~~the~~Chief ~~Sarbanes-Oxley~~Financial ~~Act~~Officer, ofwe ~~2002.~~conducted ~~Our~~an ~~management,~~evaluation ~~with~~of the ~~participation~~effectiveness of ~~the~~our ~~Company’s~~internal ~~principal~~control ~~executive~~over ~~officer and principal~~ financial ~~officer~~reporting ~~has conducted~~based anon ~~assessment,~~criteria ~~including~~established ~~testing,~~in ~~using~~ the framework ~~criteria~~ in Internal Control -– Integrated Framework, issued by the Committee of ~~Sponsoring~~ Sponsoring Organizations of the Treadway Commission (“COSO”) (- 2013). ~~Our~~and ~~system of internal~~SEC ~~control~~guidance ~~over~~on ~~financial~~conducting ~~reporting~~such isassessments. ~~designed~~Our tomanagement ~~provide~~concluded, ~~reasonable~~as ~~assurance regarding the reliability~~ of ~~financial reporting and the preparation of~~June ~~financial~~30, ~~statements~~2017, ~~for~~that ~~external~~our ~~purposes in accordance with generally accepted accounting principles. Because of its inherent limitations,~~ internal control over financial reporting ~~may~~was not ~~prevent or detect misstatements~~effective. ~~This~~ ~~assessment~~Management ~~included~~realized ~~review~~there ofwere ~~the~~deficiencies ~~documentation~~in ~~of controls, evaluation of~~ the design ~~effectiveness~~or ofoperation ~~controls, testing~~ of the ~~operating effectiveness of~~ ~~controls and a conclusion on this evaluation. Based on this evaluation, the~~ Company’s ~~management concluded its~~ internal control ~~over~~that ~~financial~~adversely ~~reporting~~affected ~~was not effective as of March 31, 2017. The ineffectiveness of~~ the Company’s internal ~~control~~ ~~over~~controls ~~financial~~which ~~reporting~~management ~~was~~considers ~~due~~ to ~~the~~be ~~following~~ material weaknesses. ~~which are indicative of many small companies with small number of staff:~~

47In performing the above-referenced assessment, management had concluded that as of September 30, 2017, there were deficiencies in the design or operation of our internal control that adversely affected our internal controls, which management considers to be material weaknesses, including those described below:

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

i(ii) Audit Committee and Financial Expert. We do not have a formal audit committee with a financial expert, and thus we lack the board oversight role within the financial reporting process. ii) Insufficient Resources. We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. iii) Entity Level Risk Assessment. We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non- routine transactions, if any, on internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

~~Our~~(iii) ~~management~~Insufficient ~~believes~~Resources. ~~the~~We ~~weaknesses identified above~~ have ~~not~~insufficient ~~had~~quantity ~~any~~of ~~material~~dedicated ~~effect~~resources onand ~~our~~experienced ~~financial~~personnel ~~results.~~involved ~~However,~~in wereviewing ~~are~~and ~~currently~~designing ~~reviewing our~~internal ~~disclosure~~ controls. ~~and~~As ~~procedures~~a ~~related~~result, toa ~~these~~ material ~~weaknesses~~misstatement ~~and expect~~of ~~to implement changes in~~ the ~~next~~interim ~~calendar~~and ~~year as resources allow,~~annual ~~including~~financial ~~identifying~~statements ~~specific~~could ~~areas~~occur ~~within our governance, accounting~~ and ~~financial~~ ~~reporting~~not ~~processes~~be ~~and~~prevented toor ~~add~~detected ~~adequate~~on ~~resources~~a ~~to potentially~~timely ~~mitigate these material weaknesses~~basis.

~~Our~~(iv) ~~management~~Entity ~~will~~Level ~~continue~~Risk toAssessment. ~~monitor~~We ~~and~~did not perform an entity level risk assessment to evaluate the ~~effectiveness~~implication of ~~our~~relevant risks on financial reporting, ~~internal~~including ~~controls~~the impact of potential fraud related risks and ~~procedures~~the risks related to non-routine transactions, if any, on internal control over financial reporting. Lack onof an ~~ongoing~~entity-level ~~basis~~risk assessment constituted an internal control design ~~and~~deficiency iswhich ~~committed~~resulted toin ~~taking~~more ~~further~~than ~~action~~a ~~and~~remote ~~implementing~~likelihood ~~additional~~that a material error ~~enhancements~~would ornot ~~improvements,~~have asbeen ~~necessary~~prevented or detected, and asconstituted ~~funds~~a ~~allow.~~material weakness.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 38

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

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

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

Changes in Internal Control Over Financial Reporting

~~During~~There were no changes in our internal control over financial reporting during the three months ended September ~~March 31~~30, 2017 that have materially affected, ~~there~~or ~~were~~are noreasonably ~~changes~~likely into materially affect our internal control over financial reporting. We believe that a ~~have~~control ~~materially~~system, ~~affected~~no matter how well designed and operated, orcannot ~~are~~provide ~~reasonably~~absolute ~~likely~~assurance tothat ~~materially~~the ~~affect~~objectives of the ~~Company’s~~control ~~internal~~system are met, and no evaluation of controls can provide absolute assurance that all control ~~over~~issues ~~financial~~and ~~reporting~~instances of fraud, if any, within any company have been detected.

4839

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Settlement~~Black ~~with~~Box ~~Union~~Energy, ~~Capital~~Inc. ~~LLC~~v. PetroChase

~~On January~~In 31September of 2016, ~~2017~~the Company’s wholly-owned subsidiary, ~~Union~~Black ~~Capital~~Box ~~LLC~~Energy, Inc. (“~~Union~~BBE”), ~~filed~~entered into a ~~complaint~~contractual ~~against~~arrangement ~~our company~~with inPetroChase for the ~~United~~development ~~States~~of ~~District~~certain ~~Court~~oil and gas rights in Pennsylvania. BBE paid as required under the agreement. In December, ~~Southern~~2016, ~~District~~the Company advised PetroChase that it would not pay a final “management fee” of ~~New~~$34,000 ~~York.~~to ~~The complaint~~PetroChase ~~was~~because ~~disclosed~~PetroChase inhad ~~our~~failed ~~Quarterly~~to ~~Report~~perform onunder ~~Form~~the ~~10-Q~~agreement. In ~~filed~~light ~~with~~of PetroChase’s failure to perform and inability to rectify the ~~SEC~~ failure, BBE filed suit on ~~February~~March 22, 2017. ~~The~~against ~~complaint~~PetroChase, ~~related~~its towholly-owned ~~the~~subsidiary, ~~securities~~Warren ~~purchase~~County ~~agreement between~~PC ~~Union~~#1, and ~~our~~the ~~Company~~principal ~~dated~~of ~~March 5~~PetroChase, ~~2014~~Stephen R. ~~Pursuant~~Moore. The tolawsuit ~~that~~against ~~agreement, we~~PetroChase ~~issued~~is topending ~~Union~~in athe ~~$50~~Superior Court of Maricopa County,~~000~~ ~~convertible~~State ~~promissory~~of ~~note~~Arizona, case number CV2017-003236. The Company has obtained default against PetroChase and aWarren ~~share~~County ~~purchase warrant~~PC ~~exercisable~~#1. The toCompany ~~purchase~~expects entry of ~~941~~judgment against PetroChase and Warren County PC #1 within the coming weeks,~~619~~ ~~shares~~but the timing of ~~our~~said ~~common~~judgment ~~stock~~is atbeyond athe ~~price~~ control of $0the Company.~~531~~ The ~~per~~Company ~~share~~has ~~($49,999~~also obtained default against Stephen R.96 inMoore and expects entry of the ~~aggregate),~~judgment ~~subject~~against toStephen ~~adjustment~~R. Moore within the coming weeks. The litigation continues and is in its early stages.

~~The complaints~~Aside ~~alleged~~from what is disclosed herein, ~~among~~we know of no other ~~facts~~material, ~~that:~~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 known registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

• On January 5, 2017, Union sent our company a notice of exercise to exercise 24,642,857 warrants pursuant to a “cashless exercise” at an adjusted price of $0.0005; • in violation of the terms of the warrant, we failed to deliver the shares as set forth in the notice of exercise; and • we breached the securities purchase agreement and the warrant by: (i) failing to honor Union’s notice of exercise, (ii) failing to set aside shares sufficient to allow for exercise of the shares under the terms of the warrant, and (iii) and failing to notify Union of certain adjustment to the price of the warrant.

Accordingly, Union sought the following relief:

• that the court enter an order requiring our Company to specifically perform the relevant agreements, including the warrant, and to deliver immediately to Union 24,642,857 shares of our common stock pursuant to pursuant to the notice of exercise; • that our Company establish and increase our share reserve, along with the necessary resolutions and acceptance of the legal opinions furnished by Union, sufficient to enable Union to sell the shares publicly without restriction; • an award of damages in an amount to be determined at trial but in any event in excess of $276,000; and • an award against our Company for costs and expenses incurred in the prosecution of this lawsuit, including reasonable legal fees.

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

Complaint against Petro Chase, Inc. et al.

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

Background

Allegations

The allegations made in our complaint include, but are not limited to, the following:

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

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

ITEM 1A. RISK FACTORS

An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of the Annual Report on Form 10-K for the year ended June 30, ~~2016~~ 2017, as filed with the ~~Securities~~SEC ~~& Exchange Commission~~ on September ~~October~~28, 182017, ~~2016,~~ in addition to other information contained in those reports and in this quarterly report in evaluating the Company and its business before ~~purchasing~~ purchasing shares of our common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.

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

During the three months ended September ~~March 31~~30, 2017 through the date of this report, we made the following issuances of securities which were not registered under the Securities Act:

Date	Number of Common Shares		Deemed Price Per Share
7/6/2017	30,000,000	$	0.000350
7/12/2017	30,000,000	$	0.000350
7/13/2017	30,000,000	$	0.000350
7/18/2017	60,000,000	$	0.000350
7/24/2017	60,000,000	$	0.000350
7/26/2017	60,000,000	$	0.000350
7/28/2017	60,000,000	$	0.000300
7/31/2017	11,666,667	$	0.000900
8/2/2017	60,000,000	$	0.000300
8/7/2017	60,000,000	$	0.000300
8/7/2017	60,000,000	$	0.000300
8/11/2017	60,000,000	$	0.000300
8/16/2017	60,000,000	$	0.000450
8/23/2017	60,000,000	$	0.000375
8/25/2017	60,000,000	$	0.000375
9/7/2017	60,000,000	$	0.000300
9/20/2017	60,000,000	$	0.000300

Date	Number of Common Shares		Deemed Price Per Share
January 3, 2017	24,000,000	$	0.0005
January 4, 2017	23,000,000	$	0.0005
January 5, 2017	25,014,107	$	0.00065
January 13, 2017	28,000,000	$	0.0005
January 17, 2017	28,598,938	$	0.00065
January 19, 2017	26,063,507	$	0.00065
January 19, 2017	31,000,000	$	0.0005
January 20, 2017	14,956,600	$	0.00065
January 23, 2017	32,000,000	$	0.0005
January 24, 2017	23,441,660	$	0.0005
January 25, 2017	34,000,000	$	0.0005
January 30, 2017	30,000,000	$	0.0005
January 31, 2017	34,031,250	$	0.0005
February 6, 2017	38,625,200	$	0.0005
February 8, 2017	35,000,000	$	0.0008
February 13, 2017	44,588,820	$	0.0005
February 16, 2017	10,864,000	$	0.00125
February 23, 2017	30,000,000	$	0.0005
February 27, 2017	46,270,720	$	0.0005
March 3, 2017	30,000,000	$	0.0005
March 8, 2017	13,125,961	$	0.00104
March 9, 2017	52,506,837	$	0.0008
March 17, 2017	57,049,362	$	0.0008
March 20, 2017	19,556,730	$	0.00104
March 21, 2017	14,032,048	$	0.00104
March 22, 2017	42,977,725	$	0.0008
March 23, 2017	12,798,076	$	0.0016
March 27, 2017	31,639,682	$	0.00104
April 4, 2017	36,263,400	$	0.00075
April 4, 2017	60,000.000	$	0.00075
April 4, 2017	90,000.000	$	0
April 7, 2017	38,715,966	$	0.0006
April 13, 2017	60,000.000	$	0.00055
April 19, 2017	42,367,109	$	0.00055
April 20, 2017	50,083,181	$	0.00055
April 20, 2017	70,000.000	$	0.00055
April 24, 2017	51,849,000	$	0.00045
April 26, 2017	70,000.000	$	0.0004
April 28, 2017	42,465,733	$	0.0003
May 12, 2017	100,000,000		0
	1,195,235,612	$

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

5141

ITEM 6. EXHIBITS

Exhibit
Exhibit Number	Description
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.3	Articles of Amendment dated May 31, 2006 (incorporated by reference to our Current Report on Form 8-K filed on April 21, 2009)
3.4	Certificate of Amendment dated April 8, 2009 (incorporated by reference to our Current Report on Form 8- K/A filed on April 23, 2009)
3.5	Articles of Merger dated November 17, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 7, 2010)
3.6	Certificate of Amendment dated October 17, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
3.7	Articles of Incorporation of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.8	Certificate of Amendment of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.9	Bylaws of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.10	Certificate of Incorporation of 1617437 Alberta Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.11	Articles of Amendment of Alta Disposal Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.12	Bylaws of Alta Disposal Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.13	Certificate of Amendment filed September 9, 2015 (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed on September 15, 2015)
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Certificate of Designation of Series B Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
4.2	Certificate of Designation of Series A Preferred Stock (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed July 15, 2015)
4.3	Certificate of Designation of Series C Preferred Stock (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed August 24, 2017)
(10)	Material Contracts
10.1	Securities Purchase Agreement between our company and JMJ Financial dated February 13, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 15, 2013)
10.2	Amendment and Settlement Agreement dated January 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
10.3	Form of Common Stock Purchase Warrant between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.4	Form of Common Stock Purchase Warrant between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.5	Form of Common Stock Purchase Warrant between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.6	Form of Common Stock Purchase Warrant between our company and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.7	Securities Purchase Agreement dated as of March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)

5242

10.3	Form of Common Stock Purchase Warrant between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.4	Form of Common Stock Purchase Warrant between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.5	Form of Common Stock Purchase Warrant between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.6	Form of Common Stock Purchase Warrant between our company and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.7	Securities Purchase Agreement dated as of March 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014) September 7, 2016)
10.8	2014 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.9	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8- K filed on August 6, 2014)
10.10	Form of Stock Grant Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.11	Securities Purchase Agreement dated July 22, 2014 between our company and JDF Capital Inc. Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.12	Convertible Promissory Note dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.13	Common Stock Purchase Warrant dated July 22, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.14	Securities Purchase Agreement dated as of February 24, 2015 between our company and River North Equity LLC Debt Settlement Agreement with Alexander R. Walsh dated December 23, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.15	Form of Convertible Promissory Note between our company and River North Equity LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.16	Loan Agreement dated April 15, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.17	Purchase Agreement dated November 6, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.18	Convertible Promissory Note dated November 6, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.19	Securities Purchase Agreement dated December 1, 2015 with VES Investment Trust (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.20	Convertible Promissory Note dated December 1, 2015 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.21	Securities Purchase Agreement dated December 1, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.22	Convertible Promissory Note dated December 1, 2015 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.23	Securities Purchase Agreement dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.24	Convertible Promissory Note dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.25	Securities Purchase Agreement dated January 27, 2016 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.26	Convertible Promissory Note dated January 27, 2016 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.27	Securities Purchase Agreement dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.28	Convertible Promissory Note dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.29	Securities Purchase Agreement dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.30	Convertible Promissory Note dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.31	Partial replacement note issued to APG Capital Holdings, LLC, originally issued on July 22, 2014 in the amount of $672,000 (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)

5343

10.24	Convertible Promissory Note dated December 3, 2015 with LG Capital Funding, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 4, 2016)
10.25	Securities Purchase Agreement dated January 27, 2016 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.26	Convertible Promissory Note dated January 27, 2016 with VES Investment Trust. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.27	Securities Purchase Agreement dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.28	Convertible Promissory Note dated January 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.29	Securities Purchase Agreement dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.30	Convertible Promissory Note dated March 1, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on March 22, 2016)
10.31	Partial replacement note issued to APG Capital Holdings, LLC, originally issued on July 22, 2014 in the amount of $672,000 (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.32	Convertible Promissory Note dated April 19, 2016 with Toledo Advisors LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.33	Convertible Promissory Note dated February 1, 2016 with Vigere Capital LP (incorporated by reference to our Quarterly Report on Form 10-Q filed on September 7, 2016)
10.34	Form of Convertible Promissory Note between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.35	Form of Common Stock Purchase Warrant between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.36	Employment Agreement with Alexander Walsh dated January 12, 2014 (incorporated by reference to our Current Report on Form 8-K filed on April 4, 2014)
10.37	Letter Agreement dated September 9, 2016, between Black Box Energy, Inc. and PetroChase Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.38	Lease Agreement dated May 25, 2016 with Lakeshore Investment Group II, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.39	Exchange Agreement dated September 19, 2016 ($550,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.40	Convertible Promissory Note ($550,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.41	Exchange Agreement dated September 19, 2016 ($708,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016).
10.42	Convertible Promissory Note ($708,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.43	Exchange Agreement dated September 19, 2016 ($140,000) with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.44	Convertible Promissory Note ($140,000) dated September 19, 2016 with JDF Capital Inc. (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.45	Agreement for Purchase of Debt dated September 2, 2016 (executed September 7, 2016) with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.46	Convertible Promissory Note dated September 7, 2016 ($53,919.68) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.47	Securities Purchase Agreement dated September 2, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.48	Convertible Promissory Note dated September 2, 2016 ($116,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.49	Securities Purchase Agreement dated September 15, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.50	Convertible Promissory Note dated September 15, 2016 ($257,778) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.51	Securities Purchase Agreement dated September 8, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.52	Convertible Promissory Note dated September 8, 2016 ($27,777) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.53	Agreement for Purchase of Debt dated September 2, 2016 with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.54	Convertible Promissory Note dated September 2, 2016 ($64,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.55	Securities Purchase Agreement dated August 12, 2016, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.56	Convertible Promissory Note dated August 12, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)

5444

10.45	Agreement for Purchase of Debt dated September 2, 2016 (executed September 7, 2016) with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.46	Convertible Promissory Note dated September 7, 2016 ($53,919.68) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.47	Securities Purchase Agreement dated September 2, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.48	Convertible Promissory Note dated September 2, 2016 ($116,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.49	Securities Purchase Agreement dated September 15, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.50	Convertible Promissory Note dated September 15, 2016 ($257,778) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.51	Securities Purchase Agreement dated September 8, 2016 with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.52	Convertible Promissory Note dated September 8, 2016 ($27,777) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.53	Agreement for Purchase of Debt dated September 2, 2016 with Concord Holding Group, LLC and APG Capital Holdings, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.54	Convertible Promissory Note dated September 2, 2016 ($64,000) with Concord Holding Group, LLC (incorporated by reference to our Annual Report on Form 10-K filed on October 18, 2016)
10.55	Securities Purchase Agreement dated August 12, 2016, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.56	Convertible Promissory Note dated August 12, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.57	Securities Purchase Agreement dated September 27, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.58	Convertible Promissory Note dated September 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.59	Securities Purchase Agreement dated October 10, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.60	Convertible Promissory Note dated October 10, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017).
10.61	Convertible Promissory Note dated October 19, 2016 to Inlight Capital Partners. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.62	Securities Purchase Agreement dated October 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.63	Securities Purchase Agreement dated October 31, 2016 with Concord Holding Group, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.64	Convertible Promissory Note dated October 31, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.65	Securities Purchase Agreement dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.66	Convertible Promissory Note dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.67	Securities Purchase Agreement dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.68	Convertible Promissory Note dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.69	Securities Purchase Agreement dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.70	Convertible Promissory Note dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.71	Securities Purchase Agreement dated December 23, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.72	Convertible Promissory Note dated December 23, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.73	Securities Purchase Agreement dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.74	Convertible Promissory Note dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.75	Securities Purchase Agreement dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.76	Convertible Promissory Note dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.77	Securities Purchase Agreement dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.78	Convertible Promissory Note dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.79	Securities Purchase Agreement dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.80	Convertible Promissory Note dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.81	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.82	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.83	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)

5545

10.84	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017) Securities Purchase Agreement dated March 1, 2017 with JDF Capital Inc. (incorporated by reference
10.65	Securities Purchase Agreement dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.85	to our Current Report on Form 8-K filed on April 24, 2017)
10.66	Convertible Promissory Note dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.67	Securities Purchase Agreement dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.68	Convertible Promissory Note dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.69	Securities Purchase Agreement dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.70	Convertible Promissory Note dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.71	Securities Purchase Agreement dated December 23, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.72	Convertible Promissory Note dated December 23, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.73	Securities Purchase Agreement dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.74	Convertible Promissory Note dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.75	Securities Purchase Agreement dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.76	Convertible Promissory Note dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.77	Securities Purchase Agreement dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.78	Convertible Promissory Note dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.79	Securities Purchase Agreement dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.80	Convertible Promissory Note dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.81	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.82	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.83	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.84	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.85	Securities Purchase Agreement dated March 1, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.86	Convertible Promissory Note dated March 1, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.87	Securities Purchase Agreement dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.88	Convertible Promissory Note dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.89	Securities Purchase Agreement dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.90	Convertible Promissory Note dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.91	Securities Purchase Agreement dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.92	Convertible Promissory Note dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.93	Convertible Promissory Note dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.94	Securities Purchase Agreement dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.95*	Convertible Promissory Note dated December 29, 2016 with Concord Holding Group, LLC
10.96*	Securities Purchase Agreement dated December 29, 2016 with Concord Holding Group, LLC
10.97*	Securities Purchase Agreement dated April 4, 2017 with JDF Capital Inc.
10.98*	Convertible Promissory Note dated April 4, 2017 with JDF Capital Inc.
10.99*	Securities Purchase Agreement dated May 2, 2017 with JDF Capital Inc.
10.100*	Convertible Promissory Note dated May 2, 2017 with JDF Capital Inc.
10.101*	Securities Purchase Agreement dated May 5, 2017 with Concord Holding Group, LLC
10.102*	Convertible Promissory Note dated May 5, 2017 with Concord Holding Group, LLC
10.103*	Securities Purchase Agreement dated May 15th 2017 with Concord Holding Group, LLC
10.104*	Collateralized Note dated May 15th, 2017 with Concord Holding Group. LLC
10.105*	Backend Note dated May 15, 2017 with Concord Capital, LLC
10.106*	Securities Purchase Agreement dated May 15th 2017 with JDF Capital, Inc
10.107*	Collateralized Note dated May 15th, 2017 with JDF Capital, Inc.
10.108*	Backend Note dated May 15, 2017 with JDF Capital, Inc.
10.109*	Joint Development and Option Agreement
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

10.87	Securities Purchase Agreement dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.88	Convertible Promissory Note dated March 1, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.89	Securities Purchase Agreement dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.90	Convertible Promissory Note dated March 13, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.91	Securities Purchase Agreement dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.92	Convertible Promissory Note dated March 20, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.93	Convertible Promissory Note dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.94	Securities Purchase Agreement dated March 28, 2017 with Concord Holding Group, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)
10.95	Convertible Promissory Note dated December 29, 2016 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.96	Securities Purchase Agreement dated December 29, 2016 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.97	Securities Purchase Agreement dated April 4, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.98	Convertible Promissory Note dated April 4, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.99	Securities Purchase Agreement dated May 2, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.100	Convertible Promissory Note dated May 2, 2017 with JDF Capital Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.101	Securities Purchase Agreement dated May 5, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.102	Convertible Promissory Note dated May 5, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.103	Securities Purchase Agreement dated May 15, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.104	Collateralized Note dated May 15th, 2017 with Concord Holding Group. LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.105	Backend Note dated May 15, 2017 with Concord Capital, LLC (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.106	Securities Purchase Agreement dated May 17, 2017 with JDF Capital, Inc (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.107	Collateralized Note dated May 17, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)

10.108	Backend Note dated May 17, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.109	Joint Development and Option Agreement (incorporated by reference to our Form 10-Q filed on May 19, 2017)
10.110	Securities Purchase Agreement dated June 8, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.111	Convertible Promissory Note dated June 8, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.112	Securities Purchase Agreement dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.113	Backend Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.114	Collateralized Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.115	Convertible Promissory Note dated June 8, 2017 with Concord Holding Group, LLC (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.116	Convertible Promissory Note dated March 3, 2014 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.117	Convertible Promissory Note dated September 9, 2015 with JDF Capital, Inc. (incorporated by reference to our Form 10-K filed on September 28, 2017)
10.118	Debt Settlement and Subscription Agreement dated August 3, 2017 with JDF Capital, Inc. (incorporated by reference to our Form 8-K filed on August 24, 2017)
10.119*	Securities Purchase Agreement dated May 12, 2017 with Concord Holding Group, LLC
10.120*	Convertible Promissory Note dated May 12, 2017 with Concord Holding Group, LLC
10.121*	Debt Purchase Agreement dated June 28, 2017 with JDF Capital Inc & BlueCiti LLC
10.122*	Securities Purchase Agreement dated July 3, 2017 with BlueCiti, LLC
10.123*	Convertible Promissory Note dated July 3, 2017 with BlueCiti, LLC
10.124*	Securities Purchase Agreement dated July 26, 2017 with BlueCiti, LLC
10.125*	Convertible Promissory Note dated July 26, 2017 with BlueCiti, LLC
10.126*	Consolidated Debt Purchase Agreement dated July 30, 2017 with BlueCiti, LLC
10.127*	Debt Settlement and Subscription Agreement dated August 3, 2017 with JDF Capital Inc.
10.128*	Securities Purchase Agreement dated August 4, 2017 with BlueCiti, LLC
10.129*	Convertible Promissory Note dated August 4, 2017 with BlueCiti, LLC
10.130*	Common Stock Purchase Warrant dated August 11, 2017 with Concord Holding Group, LLC
10.131*	Common Stock Purchase Warrant dated August 11, 2017 with Concord Holding Group, LLC
10.132*	Common Stock Purchase Warrant dated August 11, 2017 with Blue Citi LLC
10.133*	Common Stock Purchase Warrant dated August 11, 2017 with Blue Citi LLC
10.134*	Debt Settlement Agreement dated August 11, 2017 with Blue Citi LLC
10.135*	Debt Settlement Agreement dated August 11, 2017 with Concord Holding Group, LLC
10.136*	Amendment to Debt Settlement Agreement dated August 11, 2017 with Blue Citi LLC
10.137*	Amendment to Debt Settlement Agreement dated August 11, 2017 with Concord Holding Group, LLC
10.138*	Convertible Promissory Note dated September 5, 2017 with BlueCiti, LLC
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(101)*	Interactive Data Files

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

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

5649

SIGNATURES

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

	LITHIUM EXPLORATION GROUP, INC.
Date: May 19, 2017	/s/ Alexander Walsh
Date: November 14, 2017	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

5750

Filing Compare · Lithium Exploration Group, Inc.