10-Q

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 September 30, 2014

or

[ ] 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 organization)	(IRS Employer Identification No.)
3800 N Central Avenue, Suite 820, Phoenix, AZ 85012	85012
(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.
[X] YES [   ] 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).
[X] YES [   ] 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 “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  
[   ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
685,639,724 common shares issued and outstanding as of November 11, 2014.

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	65
PART II – OTHER INFORMATION		66
Item 1.	Legal Proceedings	66
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	76
SIGNATURES		80

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited condensed consolidated financial statements for the three month period ended September 30, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

3

LITHIUM EXPLORATION GROUP, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

4

Lithium Exploration Group, Inc.
Condensed Consolidated Balance Sheets

		September 30,			June 30,
		2014			2014
		(Unaudited)
ASSETS
Current
Cash and cash equivalents	$	177,820		$	69,732
Receivable		22,272			26,419
Loan receivable		20,000			20,000
Prepaid expenses		2,886			21,862
Total current assets		222,978			138,013
Investment in unconsolidated affiliate (Note 11)		973,176			924,753
Total Assets	$	1,196,154		$	1,062,766
LIABILITIES AND DEFICIT
Current
Accounts payable and accrued liabilities	$	115,911		$	14,520
Derivative liability – convertible promissory notes (Note 6)		404,937			2,832,989
Due to related party (Note 7)		45,332			45,332
Convertible promissory notes
(net of discount of $1,934,881 and $2,797,850) (Note 6)		942,378			450,057
Accrued interest – convertible promissory notes (Note 6)		127,427			75,004
Total Current Liabilities		1,635,985			3,417,902
Commitments and contingencies
DEFICIT
Lithium Explorations Group, Inc. Stockholders’ Deficit
Capital stock (Note 3)
Authorized:         100,000,000 preferred shares, $0.001 par value         2,000,000,000 (June 30, 2014 - 500,000,000) common shares,         $0.001 par value         Issued and outstanding:         Nil preferred shares (June 30, 2014 – Nil)		-			-
366,244,918 common shares (June 30, 2014 – 191,958,118)		366,248			191,961
Additional paid-in capital		40,079,009			38,381,943
Accumulated other comprehensive loss		(7,633	)		(5,769	)
Accumulated deficit		(40,703,255	)		(40,821,871	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(265,631	)		(2,253,736	)
Non-controlling interest		(174,200	)		(101,400	)
Total Deficit		(439,831	)		(2,355,136	)
Total Liabilities and Stockholders’ Deficit	$	1,196,154		$	1,062,766

5

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 Income (Loss)

(Unaudited)

		Three Months Ended September 30,
		2014			2013
Revenue	$	16,067		$	-
Operating Expenses:
Mining (Notes 3 & 5)		15,000			10,128
Selling, general and administrative (Notes 3 & 5)		502,629			285,693
Total operating expenses		517,629			295,821
Loss from operations		(501,562	)		(295,821	)
Other income (expenses)
Interest expense (Note 6)		(1,562,421	)		(258,218	)
Gain (loss) on change in the fair value of derivative liability (Note 6)		2,458,446			(23,152	)
Fair value of warrants issued		(397,070	)		(18,333	)
Equity in income of unconsolidated affiliate		48,423			-
Income (loss) before income taxes		45,816			(595,524	)
Provision for Income Taxes (Note 4)		-			-
Net income (loss)		45,816			(595,524	)
Less: Net loss attributable to the non-controlling interest		(72,800	)		-
Net Income (Loss) attributable to Lithium Exploration Group, Inc. Common shareholders	$	118,616		$	(595,524	)
Basic and Diluted Income (Loss) per Common Share	$	0.00		$	(0.01	)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		253,441,532			60,190,254
Comprehensive income (loss):
Net income (loss)	$	45,816		$	(595,524	)
Foreign currency translation adjustment		(1,864	)		-
Comprehensive income (loss)		43,952			(595,524	)
Comprehensive loss attributable to non-controlling interest		(72,800	)		-
Comprehensive income (loss) attributable to Lithium Exploration Group, Inc.	$	116,752		$	(595,524	)

6

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’ Equity (Deficit)

	Preferred Shares			Common Shares
	Number of Shares		Amount	Number of Shares		Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Non- controlling interest			Stockholders’ Equity (Deficit)
Balance – June 30, 2014	-		-	191,958,118		191,962		38,381,942		(5,769	)		(40,821,871	)		(101,400	)		(2,355,136	)
Common shares issued for consulting fees	-		-	2,503,817		2,504		84,496		-			-			-			87,000
Common shares issued for debt conversion	-		-	99,674,935		99,675		918,002		-			-			-			1,017,677
Common shares issued for exercise of warrants	-		-	72,108,048		72,108		694,568		-			-			-			766,676
Foreign exchange translation	-		-	-		-		-		(1,864	)		-			-			(1,864	)
Net income (loss) for the period	-		-	-		-		-		-			118,616			(72,800	)		45,816
Balance – September 30, 2014	-	$	-	366,244,918	$	366,248	$	40,079,008	$	(7,633	)	$	(40,703,255	)	$	(174,200	)	$	(439,831	)

7

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)

		Three Months Ended			Three Months Ended
		September 30,			September 30,
		2014			2013
Cash Flows from Operating Activities
Net income (loss)	$	45,816		$	(595,524	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income (loss) of unconsolidated affiliate		(48,423	)		-
Common shares issued for consulting fees		87,000			82,167
Common shares issued for interest expenses		31,642			-
Interest expense		1,478,356			258,218
(Gain) loss on change in the fair value of derivative liability		(2,458,446	)		23,152
Fair value of warrants issued		397,070			18,333
Changes in operating assets and liabilities:
Receivable		4,147			-
Prepaid expenses		18,976			2,412
Accrued interest		52,423			-
Accounts payable and accrued liabilities		101,391			816
Net cash used in operating activities		(290,048	)		(210,426	)
Cash Flows from Investing Activities
Deposit applied for acquisition of subsidiary		-			(343,740	)
Net cash used in investing activities		-			(343,740	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes		400,000			425,000
Net cash provided by financing activities		400,000			425,000
Effect of foreign exchange		(1,864	)		-
Increase (decrease) in cash and cash equivalents		108,088			(129,166	)
Cash and cash equivalents - beginning of period		69,732			248,624
Cash and cash equivalents - end of period	$	177,820		$	119,458
Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplementary non- cash Investing and Financing Activities:
Non-cash investing and financing activities:
Common stock issued for debt conversion	$	986,034		$	572,681
Transfer of beneficial conversion feature to fair value of note	$	215,385		$	-
Common stock issued on cashless exercise of warrants	$	766,675		$	-

8

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

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

1.    Organization

Lithium Exploration Group, Inc. (formerly Mariposa Resources, Ltd.) (the “Company”) was incorporated on May 31, 2006 in the State of Nevada, U.S.A. It is based in Scottsdale, Arizona, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

Effective November 30, 2010, the Company changed its name to “Lithium Exploration Group, Inc.,” by way of a merger with its wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

A wholly owned subsidiary, 1617437 Alberta Ltd. was incorporated in the province of Alberta, Canada on July 8, 2011. Effective October 2, 2013, the subsidiary changed its name to Alta Disposal Ltd.

On October 18, 2013, the Company acquired 51% interest in Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.).

On March 1, 2014, the Company acquired 50% interest in Tero Oilfield Services Ltd.

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.

9

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

2.    Significant Accounting Policies

Basis of presentation and consolidation

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

These interim financial statements as of and for the three months ended September 30, 2014 and 2013 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 months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending June 30, 2015 or for any future period. All references to September 30, 2014 and 2013 in these footnotes are unaudited.

These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended June 30, 2014, included in the Company’s annual report on Form 10-K filed with the SEC on October 14, 2014.

The condensed balance sheet as of June 30, 2014 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Principal of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited condensed 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.

10

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

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 $177,820 and $69,732 in cash and cash equivalents at September 30, 2014 and June 30, 2014, 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 30, 2014 and June 30, 2014, the Company had $Nil and $Nil, respectively, in deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid expenses

Prepaid expenses mainly consist of legal retainers and deposit for office lease. Legal retainers and deposit for office lease will be expensed in the period when services are completed.

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.

11

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

2.    Significant Accounting Policies - Continued

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 and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

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

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.

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US 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.

No significant realized exchange gain or losses were recorded as September 30, 2014 and June 30, 2014.

12

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

2.    Significant Accounting Policies - Continued

Foreign Currency Translations – Continued

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; 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 balance sheets. 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 ended September 30, 2014 closing rate at 0.8922 CND$:US$, average rate at 0.91804 CND$: US$ and for year ended June 30, 2014 closing rate at 0.9367 CND$: US$ average rate at 0.9341 CND$: US$

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 at September 30, 2014 and June 30, 2014, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

The 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 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 Company vary greatly and are not predictable. The 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.

13

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

2.    Significant Accounting Policies - Continued

Warrants

The Company values its warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. The Company revalue its warrants at the end of every period at fair value and record the difference in other income (expense) in the condensed consolidated statements of operations.

Convertible Debentures and Convertible Promissory Notes

The Company values its convertible debentures and convertible promissory notes with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-480-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, the Company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and ASC 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

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.

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.

14

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

2.    Significant Accounting Policies – Continued

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.

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.

Investment in Unconsolidated Affiliate

Investments in affiliates that are not controlled by the Company, but over which it has significant influence, are accounted for using the equity method. The Company’s share of net income from its unconsolidated affiliate is reflected in the Consolidated Statements of Operations and Comprehensive Loss and Equity investment in Unconsolidated Affiliate.

Recent Accounting Pronouncements

15

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

2.    Significant Accounting Policies - Continued

FASB Statements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Updates ("ASUs") through ASU No. 2014-08 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

3.    Capital Stock

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.

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

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

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

On October 17, 2014, the Company amended its Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of its common shares from 500,000,000 common shares, par value $0.001 to 2,000,000,000 common shares, par value $0.001. The Company’s authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

16

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

3. Capital Stock – Continued

Share Issuances

Common Stock Issuance

For the period ended September 30, 2014:

On July 1, 2014, the Company issued 199,557 common shares at a market price of $0.05 per share for consulting fees.

On July 4, 2014, the Company issued 541,517 common shares at a market price of $0.06 per share for consulting fees.

On July 9, 2014, the Company issued 9,713,996 common shares at a deemed price of $0.01 per share for warrants exercise of $117,962 (Note 6).

On July 16, 2014, the Company issued 1,800,000 common shares at a deemed price of $0.002 per share for promissory note and interest conversion of $46,769 (Note 6).

On July 30, 2014, the Company issued 18,113,654 common shares at a deemed price of $0.02 per share for warrants exercise of $386,433 (Note 6).

On August 1, 2014, the Company issued 1,062,687 common shares at a deemed price of $0.02 per share for promissory note and interest conversion of $25,000 (Note 6).

On August 1, 2014, the Company issued 245,232 common shares at a market price of $0.04 per share for consulting fees.

On August 5, 2014, the Company issued 20,645,463 common shares at a deemed price of $0.002 per share for warrants exercise of $41,244 (Note 6).

On August 8, 2014, the Company issued 8,904,569 common shares at a deemed price of $0.02 per share for warrants exercise of $136,555 (Note 6).

On August 12, 2014, the Company issued 3,200,066 common shares at a deemed price of $0.02 per share for warrants exercise of $59,953 (Note 6).

On August 28, 2014, the Company issued 10,390,546 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $205,984 (Note 6).

On September 1, 2014, the Company issued 350,195 common shares at a market price of $0.03 per share for consulting fees.

On September 1, 2014, the Company issued 1,167,316 common shares at a market price of $0.03 per share for consulting fees.

On September 3, 2014, the Company issued 3,000,000 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $42,135 (Note 6).

On September 3, 2014, the Company issued 500,000 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $9,717 (Note 6).

17

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

3. Capital Stock – Continued

Share Issuances - Continued

On September 4, 2014, the Company issued 909,091 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 4, 2014, the Company issued 583,333 common shares at a deemed price of $0.003 per share for warrants exercise of $2,322 (Note 6).

On September 8, 2014, the Company issued 1,106,273 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,510 (Note 6).

On September 10, 2014, the Company issued 6,734,235 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $62,375 (Note 6).

On September 10, 2014, the Company issued 1,538,462 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 11, 2014, the Company issued 2,607,721 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $30,777 (Note 6).

On September 11, 2014, the Company issued 5,599,010 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $39,712 (Note 6).

On September 11, 2014, the Company issued 1,652,893 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 12, 2014, the Company issued 9,900,990 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $100,000 (Note 6).

On September 12, 2014, the Company issued 2,869,240 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $30,781(Note 6).

On September 15, 2014, the Company issued 5,584,158 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $54,804 (Note 6).

On September 15, 2014, the Company issued 1,914,321 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,529 (Note 6).

On September 15, 2014, the Company issued 10,946,967 common shares at a deemed price of $0.002 per share for warrants exercise of $22,207 (Note 6).

On September 16, 2014, the Company issued 3,810,301 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $40,447 (Note 6).

On September 17, 2014, the Company issued 1,414,141 common shares at a deemed price of $0.005 per share for promissory note and interest conversion of $14,000 (Note 6).

On September 23, 2014, the Company issued 1,477,873 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $9,311 (Note 6).

18

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

3.    Capital Stock – Continued

Share Issuances - Continued

On September 23, 2014, the Company issued 3,846,154 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $25,000 (Note 6).

On September 23, 2014, the Company issued 1,818,181 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $7,692 (Note 6).

On September 23, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $55,000 (Note 6).

On September 24, 2014, the Company issued 9,090,909 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $48,585 (Note 6).

On September 29, 2014, the Company issued 6,047,749 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $37,050 (Note 6).

On September 29, 2014, the Company issued 5,000,000 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $31,500 (Note 6).

19

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

3.    Capital Stock – Continued

Share Issuances - Continued

As at September 30, 2014, 16,061,592 (June 30, 2014 - 13,557,775) were issued to directors and officers of the Company. 18,516,037 (June 30, 2014 - 18,516,037) were issued to independent investors. 872,375 (June 30, 2014 - 872,375) were issued for mining expenses. 768,840 (June 30, 2014 - 768,840) were issued for related party consulting expenses. 948,604 (June 30, 2014 - 948,604) were issued for investor relation expenses. 200,000 (June 30, 2014 - 200,000) were issued for debt settlement. 43,001,127 (June 30, 2014 - 43,001,127) were issued for debenture and interest conversion. 1,028,113 (June 30, 2014 - 1,028,113) were issued for exercise of warrants attached to convertible debentures. 120,940,746 (June 30, 2014 - 21,265,811) were issued for promissory note and interest conversions. 81,307,589 (June 30, 2014 - 9,193,541) were issued for exercise of warrants attached to convertible promissory notes. 954,461 (June 30, 2014 - 954,461) were issued for note payable conversion. 2,000,000 (June 30, 2014 - 2,000,000) were issued for a mining option settlement. 20,000,000 (June 30, 2014 - 20,000,000) were issued for the conversion of Series A Convertible Preferred shares. 59,645,434 (June 30, 2014 - 59,645,434) were issued for the conversion of Series B Convertible Preferred shares. The Company has no stock option plan, warrants or other dilutive securities, other than warrants issued to acquire 37,959,395 shares of the Company regarding convertible promissory notes (Note 6).

On January 3, 2014, the Company entered into a convertible debt settlement agreement with one investor. Pursuant to the terms of the agreement, the investor acquired 1,134,500 convertible Series B Preferred Shares to extinguish the balance of convertible debts with an aggregate principal amount of $1,134,500. The conversion price of the Series B Preferred Shares shall be the lower of 50% of the lowest reported sale price of the common stock for the 20 trading days immediately prior to (i) the closing date of the applicable convertible debt instrument of the Corporation from which the applicable Series B Preferred Shares were converted, or (ii) 50 % of the lowest reported sale price for the 20 days prior to the conversion date of the Series B Preferred Shares.

As at June 30, 2014, all of the Series B Preferred Shares issued on the January 3, 2014 debt settlement agreement were converted into 59,645,434 common shares of the Company for a total fair value of $3,639,623 of which a gain of $331,127 was recorded.

20

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

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 September 30, 2014 of approximately $11,850,000 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $418,562 and $536,536 during the periods ended September 30, 2014 and June 30, 2014, 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 September 30, 2014 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 presented. The Company had no accruals for interest and penalties at September 30, 2014. 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, 2014, June 30, 2013, June 30, 2012 and June 30, 2011 are still open for examination by the Internal Revenue Service (IRS).

21

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

4.    Provision for Income Taxes - Continued

		For the three months ended September 30, 2014
		Amount			Tax Effect (35%)
Net income	$	(45,816	)	$	(16,036	)
Shares issued for consulting fees, mining expenses, investor relation and director fees		(87,000	)		(30,450	)
Shares issued for interest expenses		(31,642	)		(11,075	)
Accretion of beneficial conversion feature		(1,478,355	)		(517,425	)
Gain on change in the fair value of derivative liability and fair
value of warrant issued		2,061,376			721,482
Total		418,562			146,497
Valuation allowance		(418,562	)		(146,497	)
Net deferred tax asset (liability)	$	-		$	-

		For the three months ended September 30, 2013
		Amount			Tax Effect (35%)
Net loss	$	595,524		$	1208,433
Shares issued for consulting fees, mining expenses, investor relation and director fees		(82,167	)		(28,758	)
Accretion of beneficial conversion feature		(258,218	)		(90,376	)
Gain on derivative liability		41,485			14,520
Total		296,624			103,818
Valuation allowance		(296,624	)		(103,818	)
Net deferred tax asset (liability)	$	-		$	-

5.    Mineral Property Costs

Mineral Claims, Clinton Mining District

On September 25, 2009, and amended June 24, 2010, the Company entered into an Option Agreement under which the Company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District, Province of British Columbia, Canada (the “Claims”), which Claims total in excess of 3,900 hectares, in consideration of the issuance of 1,500,000 common shares of the Company on or before December 31, 2010. The Claims were subject to a two percent net smelter royalty which can be paid out for the sum of $1,000,000 (CAD). The Company can earn an undivided 50% interest in the Claims by carrying out a $100,000 (CAD) exploration and development program on the Claims on or before December 31, 2010, plus an additional $200,000 (CAD) exploration and development program on the Claims on or before September 25, 2011.

In the event that the Company acquires an interest in the Claims, the Company and the Optionor have further agreed, at the request of either party, to negotiate a joint venture agreement for further exploration and development of the Claims.

22

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

5.    Mineral Property Costs - Continued

On April 29, 2011, the Company entered into a mutual release agreement. The Company is released from any obligations related to the Claims for considerations of a cash payment of CDN $54,624 (US$57,901) and the issuance of 200,000 common shares of the Company. The shares have been valued at a market price of $3.70 for a total of $740,000. The total amount of $797,901 has been recorded as mining expenses during the year ended June 30, 2011.

Mineral Permit

On December 16, 2010, the Company entered into an Assignment Agreement to acquire the following:

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.

In consideration for the Assignment, the Company agreed to pay US$90,000 by way of cash or stock of equal value (consisting of amounts previously paid by the Assignor pursuant to the Option Agreement). The full $90,000 (consisting of option 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 schedule:

i. )	CDN $40,000 (paid) upon execution of the agreement;
ii. )	CDN $60,000 (paid) on or before January 1, 2012;
iii. )	CDN $100,000 on or before January 1, 2013 (amended);
iv. )	CDN $300,000 on or before January 1, 2014; and
v. )	Paying all such property payments as may be required to maintain the mineral permits in good standing.

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 March 31, 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 954,461 common shares of the Company at a price of US$0.0825 per share.

23

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

5.    Mineral Property Costs - Continued

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 2,000,000 shares for $1.00 to Glottech – USA upon receipt of the operational ultrasonic generator that they are building for Lithium Exploration Group. The 2,000,000 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 2,000,000 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 August 14, 2012, the Company entered into an option agreement with GD Glottech-International, Limited (“GD International”) to protect our license and distribution rights in the event that GD-Glottech-USA, LLC (“GD USA”) is unable to perform and honor the obligations contingent to a letter agreement dated November 8, 2011.

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.

On October 1, 2012, the Company entered into a sales agency agreement with GD International. The agreement shall replace all agreements entered previously. Pursuant to the agreement, the Company is appointed as GD International’s sales agent for the technology within the territory. As a consideration, 2,000,000 common shares of the Company shall be issued to GD International (issued: see d) above). GD International retains all right, title and interest in the technology. 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.

24

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

5.    Mineral Property Costs - Continued

On May 2, 2013, the Company entered into an agreement to retain the future use of the unit. Pursuant to the agreement, the Company must make the following payments:

a)	US$20,000 within three days of execution of the agreement (paid);
b)	US$30,000 within three days upon the testing of the unit has been successfully completed.

6.    Convertible Promissory Notes

Summary of convertible promissory note at September 30, 2014 and June 30, 2014 is as follows:

		June 30,		Fair value		Fair value			Fair value		September
		2014		issued		converted			repaid		30, 2014
February 13, 2013	$	461,754	$	-	$	(147,469	)	$	-	$	314,285
February 27, 2014		200,000		-		(200,000	)		-		-
February 27, 2014		150,000		-		(36,000	)		-		114,000
February 28, 2014		100,000		-		(90,250	)		-		9,750
February 28, 2014		200,000		-		(45,000	)		-		155,000
February 28, 2014		220,000		-		(55,000	)		-		165,000
March 3, 2014		100,000		-		(100,000	)		-		-
March 3, 2014		200,000		-		(100,000	)		-		100,000
March 3, 2014		100,000		-		(94,810	)		-		5,190
March 3, 2014		230,000		-		-			-		230,000
March 3, 2014		440,000		-		(109,812	)		-		330,188
March 15, 2014		846,154		-		(7,692	)		-		838,462
July 22, 2014		-		461,538		-					461,538
August 22, 2014		-		153,846		-					153,846
	$	3,247,908	$	615,384	$	(986,033	)	$	-	$	2,877,259
Less: Debt discount		2,797,850									1,934,881
Net Convertible promissory Note		450,057									942,378
Current portion	$	450,057								$	942,378
Long term portion	$	-								$	-

On February 13, 2013, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $1,100,000, at an issuance discount of $100,000; resulting in $1,000,000 net proceeds to the Company.

As of September 30, 2014, total net proceeds of $675,000 (June 30, 2014 - $675,000) were received with an issuance discount of $67,500 (June 30, 2014 - $67,500) for an aggregate face value of $742,500 (June 30, 2014 - $742,500). During the period ended September 30, 2014, $109,375 (June 30, 2014 - $419,272) in face value of the note including interest was converted to 11,461,697 (June 30, 2014 -14,164,584) common shares in accordance with the terms of the agreement.

25

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

There is no guarantee the investor will make additional payments. The note of $314,286 is due on February 13, 2016 and carries a one-time interest rate of 5% over the term of note, with an effective interest rate of 171.61% . The note is convertible at the lower of $0.25 and 70% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $1,060,714. During the period ended September 30, 2014, an interest expense of $5,977 (June 30, 2014 - $7,409) was accrued.

Effective February 27, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on August 27, 2014 and carries an interest rate of 12% per annum over the term of note, with an effective interest rate of 1220.64% . The note is convertible at the lower of 50% discount to the average of the three lowest bids on the 20 days before the date this note executed and 50% discount to the average of the three lowest bids during the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the period ended September 30, 2014, $105,984 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,390,546 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the period.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on August 28, 2015 and carries a one-time interest rate of 15% over the term of note, with an effective interest rate of 268.24% . The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the period ended September 30, 2014, $57,697 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,544,536 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $18,500 (June 30, 2014 - $1,667) was accrued.

26

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

Effective February 27, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $75,000 due on February 27, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72% . The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest bids price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $150,000. During the period ended September 30, 2014, $19,050 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 6,047,749 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $1,425 (June 30, 2014 -$2,500) was accrued.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $125,500 with 15% prepaid interest per annum, resulting in $100,000 net proceeds to the Company due on August 28, 2015, with an effective interest rate of 227.33% . The note is convertible at the lower of 50% discount of the lowest closing price for the 20 days prior to date of the purchase agreement or the voluntary conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the period ended September 30, 2014, $22,500 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 5,384,616 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $3,750 (June 30, 2014 - $5,000) was accrued.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $110,000, at an issuance discount of $10,000; resulting in $100,000 net proceeds to the Company. The note is due on September 1, 2014 and carries a one-time interest rate of 12% over the term of the note, with an effective interest rate of 781.10% . The note is convertible at the lower of $0.075 or 50% of the lowest trade during the 25 consecutive trading days immediately prior to the conversion date of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $220,000. During the period ended September 30, 2014, $27,500 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,000,000 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $5,657 (June 30, 2014 - $7,543) was accrued.

27

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on March 5, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72%. The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the period ended September 30, 2014, $52,596 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 8,497,555 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. The note was fully converted during the period.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 days prior to date of the purchase agreement or the voluntary conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the period ended September 30, 2014, $50,000 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 9,900,990 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $2,000 (June 30, 2014 - $4,000) was accrued.

28

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on March 4, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72%. The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the period ended September 30, 2014, $47,405 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,453,998 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $43 (June 30, 2014 - $1,667) was accrued.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $115,000, at an issuance discount of $15,000; resulting in $100,000 net proceeds to the Company. The note is due on April 1, 2015 and carries an interest rate of 15% per annum over the term of the note, with an effective interest rate of 361.67% . The note is convertible at the lower of $0.06 or 50% of the lowest trade during the 20 consecutive trading days immediately prior to the conversion date of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $230,000. During the period ended September 30, 2014, an interest expense of $4,313 (June 30, 2014 - $5,750) was accrued.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $220,000, at an issuance discount of $20,000; resulting in $200,000 net proceeds to the Company. The note is due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $440,000. During the period ended September 30, 2014, $58,200 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 15,175,067 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $4,400 (June 30, 2014 -$8,800) was accrued.

29

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

Effective March 15, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $550,000, at an issuance discount of $50,000; resulting in $500,000 net proceeds to the Company. The note is due on September 15, 2015 and carries an interest rate of 15% per annum over the term of the note, with an effective interest rate of 207.18% . The note is convertible at a 35% discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $846,154. During the period ended September 30, 2014, $5,000 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 1,818,181 (June 30, 2014 - Nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $20,438(June 30, 2014 - $24,063) was accrued.

Effective July 22, 2014, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $600,000 due on January 22, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 230.27% .

As of September 30, 2014, total net proceeds of $300,000 were received. There is no guarantee the investor will make additional payments. The note is convertible at the lowerof 65% of the lowest reported sale price for the20 trading days immediately prior to (i) the closing date on July 22, 2014 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $923,077. During the period ended September 30, 2014, an interest expense of $6,990 was accrued.

Effective August 22, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on February 23, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 219.75% . The note is convertible at the lowerof 65% of the lowest reported sale price for the20 trading days immediately prior to (i) the closing date on July 22, 2014 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $153,846. During the period ended September 30, 2014, an interest expense of $1,514 was accrued.

30

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

Warrants issued along with Convertible Promissory Notes

Along with the promissory note issued on February 13, 2013, the Company issued warrants for 540,540 shares of the Company at an exercise price of $0.185 expiring February 13, 2018, 263,158 shares of the Company at an exercise price of $0.190 expiring April 24, 2018, 297,619 shares of the Company at an exercise price of $0.168 expiring June 4, 2018, 400,000 shares of the Company at an exercise price of $0.125 expiring June 27, 2018, 334,821 shares of the Company at an exercise price of $0.224 expiring August 14, 2018, 1,666,667 shares of the Company at an exercise price of $0.0600 expiring December 10, 2018, 714,285 shares of the Company at an exercise price of $0.0700 expiring February 20, 2019 and 3,809,524 shares of the Company at an exercise price of $0.0525 expiring April 16, 2019 respectively.

Along with the promissory note entered on September 16, 2013, the Company issued warrants for 2,777,778 shares of the Company at an exercise price of $0.090 and warrants for 3,703,704 shares of the Company at an exercise price of $0.068 for a period of five years.

Along with the promissory note entered on February 27, 2014, the Company issued warrants to acquire a total of 1,111,111 shares of the Company for a period of five years at an exercise price of $0.090.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 5,156,250 shares of the Company for a period of 180 days at an exercise price of $0.060.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 1,481,481 shares of the Company for a period of five years at an exercise price of $0.0675.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 10,312,500 shares of the Company for a period of five years at an exercise price of $0.0600.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 941,619 shares of the Company for a period of five years at an exercise price of $0.0531.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 2,000,000 shares of the Company for a period of three years at an exercise price of $0.0500.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 941,619 shares of the Company for a period of five years at an exercise price of $0.0531.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 1,666,666 shares of the Company for a period of five years at an exercise price of $0.0600.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 4,000,000 shares of the Company for a period of three years at an exercise price of $0.0500.

Along with the promissory note entered on March 15, 2014, the Company issued warrants to acquire a total of 18,333,333 shares of the Company for a period of three years at an exercise price of $0.0600.

31

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

Along with the promissory note entered on July 22, 2014, the Company issued warrants to acquire a total of 16,800,000 shares of the Company for a period of five years at an exercise price of $0.0400.

Along with the promissory note entered on August 22, 2014, the Company issued warrants to acquire a total of 4,303,571 shares of the Company for a period of five years at an exercise price of $0.2800.

Derivative Liability

The warrants 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 topic 815-10-55. Fair values at issuance totaled $669,682, $1,126,054, $709,074 for warrants issued along with the promissory note on February 28, 2013, March 1, 2013, and September 16, 2013 respectively. Fair values at issuance for warrants issued on February 27, 2014, February 28, 2014, March 3, 2014, March 15, 2014, April 16, 2014, July 22, 2014, August 22, 2014 totaled $58,966, $938,833, $1,732,432, $1,267,156, $199,917, $634,669, and $162,401 respectively.

On July 9, 2014, 2,777,778 warrants were exercised for 9,713,996 common shares of the Company at a deemed price of $0.01 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $15,276 was recorded when the warrants were valued prior to the warrants exercise.

On July 30, 2014, 10,312,500 warrants were exercised for 18,113,654 common shares of the Company at a deemed price of $0.02 in accordance with the term of the agreement. A gain on change in fair value of derivative liability of $108,275 was recorded when the warrants were valued prior to the warrants exercise.

On August 5, 2014, 1,083,333 warrants were exercised for 20,645,463 common shares of the Company at a deemed price of $0.002 in accordance with the term of the agreement. A gain on change in fair value of derivative liability of $10,725 was recorded when the warrants were valued prior to the warrants exercise.

On August 8, 2014, 3,703,704 warrants were exercised for 8,904,569 common shares of the Company at a deemed price of $0.01 in accordance with the term of the agreement. A gain on change in fair value of derivative liability of $41,112 was recorded when the warrants were valued prior to the warrants exercise.

On August 12, 2014, 1,666,667 warrants were exercised for 3,200,066 common shares of the Company at a deemed price of $0.02 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $20,000 was recorded when the warrants were valued prior to the warrants exercise.

On September 4, 2014, 100,000 warrants were exercised for 583,333 common shares of the Company at a deemed price of $0.003 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $1,490 was recorded when the warrants were valued prior to the warrants exercise.

On September 15, 2014, 583,333 warrants were exercised for 10,946,967 common shares of the Company at a deemed price of $0.002 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $5,777 was recorded when the warrants were valued prior to the warrants exercise.

32

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

The Company used the Lattice Model for valuing warrants using the following assumptions:

	September 30, 2014	June 30, 2014
Risk-free interest rates	1.55% - 1.85%	1.39% - 1.77%
Term	180 days – 5 years	180 days – 5 years
Dividend yield	0%	0%
Underlying stock prices	$0.42	$0.42
Volatilities	278% - 489%	278% - 489%

At September 30, 2014, the warrants were valued at $404,937 (June 30, 2014 - $2,832,989) resulting in a gain of $2,255,791 (June 30, 2014 - $2,650,532). The corresponding debt discount of the promissory notes was accreted to interest expense over the terms of notes of 3 years, 1 year, 18 months and 6 months respectively. During the period ended September 30, 2014, an accretion of $492,321 (June 30, 2014 - $412,447) was recognized as interest expense.

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2013	5,133,750			0.180	4.71 years
Warrants issued	61,151,358			0.062	2.63 years
Exercised	(5,468,571	)		0.182	-
Cancelled	-			-	-
Expired	-			-	-
Balance, June 30, 2014	60,816,537		$	0.061	2.62 years
Warrants issued	21,103,571			0.088	4.84 years
Exercised	(20,227,315	)		0.065	-
Cancelled	-			-	-
Expired	-			-	-
Balance, September 30, 2014	61,692,793		$	0.097	3.48 years

33

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

6.    Convertible Promissory Notes - Continued

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2014 and June 30, 2014:

		Derivative
		Liability
Balance, June 30, 2013	$	513,375
Initial fair value of warrant derivatives at note issuances		5,558,520
Fair value of warrant exercised		(588,375	)
Mark-to-market at June 30, 2014 - Embedded debt derivatives		(2,650,532	)
Balance, June 30, 2014	$	2,832,988
Initial fair value of warrant derivatives at note issuances		797,070
Fair value of warrant exercised		(766,675	)
Mark-to-market at September 30, 2014 - Embedded debt derivatives		(2,458,446	)
Balance, September 30, 2014	$	404,937
Net gain for the period included in earnings relating to the liabilities held at September 30, 2014	$	2,458,446

7.    Related Party Transactions

During the period ended September 30, 2014, the Company incurred consulting fees of $36,000 (September 30, 2013 - $61,000) with directors and officers.

As of September 30, 2014, the Company was obligated to a director for a non-interest bearing demand loan with a balance of $45,332 (June 30, 2014 - $45,332). The Company plans to pay the loan back as cash flows become available.

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.

34

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

8.    Going Concern and Liquidity Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2014, the Company had a working capital deficiency of $1,413,007 (June 30, 2014 - $3,279,889) and an accumulated deficit of $40,703,255 (June 30, 2014 - $40,821,871). 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

9.    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.

Consulting Agreements

On October 1, 2013, the Company entered into an agreement with an Agent to act as its non-exclusive intermediary to locate qualified prospects (each, a “Prospect”) that may desire to provide financing (debt or equity).

The Company agreed to pay the following:

i.	A cash retainer fee equal to $15,000.
ii.	A cash success fee equal to ten percent (10%) of the total amount of equity raised by Agent for the initial financing transaction and ten percent (10%) for all follow on equity from the same or new Prospects (includes common stock, preferred equity, membership or partnership units and convertible debt). The total amount of the financing(s) shall mean the fair market value of the consideration (including without limitation, cash, securities, other assets, and contingent payments) actually received by the Company in connection with the financing transaction(s).
iii.	A cash success fee equal to five percent (5%) of the total amount of debt raised by the Agent for the initial financing transaction and five percent (5%) for all follow on debt from the same or new Prospects. The total amount of the financing(s) shall mean the fair market value of the consideration (including without limitation, cash, securities, other assets, and contingent payments) actually received by the Company in connection with the financing transaction(s).

35

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

9.    Commitments and Contingencies - Continued

This agreement shall become effective October 1, 2013. Termination of this agreement shall be the date of the closing transaction(s) or three (3) months from the date above, whichever is earlier. However, the Company agrees to extend the terms of the Agreement twenty four (24) months following the date of termination, to any transaction(s) with any Prospect previously introduced in writing to The Company that are a result of Agent’s documented efforts prior to the date of termination.

On January 1, 2014, the Company entered in a consulting agreement with an 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.

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. The compensation for the services to be provided will be 240,000 common stock of the Company issuable at May 15, 2014 from an effective date of April 28, 2014 to April 27, 2015.

On May 15, 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. The compensation for the services to be provided will be $10,000 per month payable in common stock of the Company from an effective date of May 30, 2014 to May 31, 2016.

Lease Commitment

On May 15, 2014, the Company entered into a sublease agreement for a term of twenty four and one half months and expiring on May 31, 2016. Future minimum rental payments required under operating lease (exclusive of other additional rent payments) are as follows:

Year ending June 30:
2015	$	31,996
2016		30,044
Total minimum payments required	$	62,040

Litigation

The Company filed a complaint against Glottech-USA involving a dispute over a contract for the assembly and delivery of certain equipment contractually promised by Glottech-USA, but not timely delivered in a manner required under the relevant contract(s). Although the Company previously sought equitable relief, the Company amended its Complaint to assert claims for damages against Glottech-USA. After a hearing in April of 2013, the Court of Common Pleas stayed all activity in the lawsuit against Glottech-USA pending clarification of the dissolution action in Mississippi. The lawsuit was stayed until December of 2013 and there has been no substantial activity in the case since that time. There are no claims for damages pending against the Company.

36

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

9. Commitments and Contingencies - Continued

In April 2014, the Company signed a release and settlement agreement with O’Hare Energy Services Inc. (“O’Hare”) regarding unpaid fees and termination of a Non-Circumvention, Non-Disclosure and Fee Agreement dated April 19, 2013. Pursuant to the release and settlement agreement, the Company will pay to O’Hare:

i.	$100,000 for acquisition severance payment
ii.	$35,000 within 60 days of the date the option to purchase additional 25% of Tero Oilfield Services Ltd. (“Tero”) is exercised

As of September 30, 2014, the Company paid $62,500 (June 30, 2014 - $50,000) of the $100,000 acquisition severance payment and has not exercise the option to purchase additional investment in Tero.

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 Annual 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.

10. Loan Receivable

Secured Bridge Loan Agreement

On December 18, 2013, the Company entered into an agreement with GD Glottech International Ltd (“GDGI”) whereby the Company loaned to GDGI the sum of $20,000. GDGI will repay the total amount of the loan plus interest in the amount of $333.34 (representing a 10% annual interest rate), within sixty (60) days from the receipt of the loan funds or within five (5) days of Sonic Cavitation, LLC receiving a 5% Capital Contribution.

On April 21, 2014, the Company entered into an amended agreement with Sonic Cavitation, whereby Sonic Cavitation agreed to facilitate the construction of one sonic cavitation generator. The Company agreed to pay Sonic Cavitation a consulting fee of $20,000 upon execution of the agreement and forgive the sum of $20,000 debt upon delivery of the prototype by Sonic Cavitation. The agreement has been executed, however, the delivery of the prototype has not yet been fulfilled.

37

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

11. Investment in Affiliate

Tero Oilfield Services Ltd (“Tero”)

On March 1, 2014, the Company acquired a 50% interest in Tero Oilfield Services Ltd. (“Tero”), a private company, in exchange for an aggregate of CDN$1,000,680 (US$906,700).

The Company has been granted an option to acquire an additional 25% of the shares in Tero for $500,000 by February 28, 2015.

Summary financial results of Tero for the three months ended September 30, 2014 are as follows:

Operations
		CDN$			US$
Disposal Well Revenues	$	443,905		$	406,358
Operating expense		(327,188	)		(299,512	)
		116,717			106,846
Provision for Income Taxes		(10,924	)		(10,000	)
Net income	$	105,793		$	96,846
Equity in income of unconsolidated affiliate	$	52,897		$	48,423

Summary financial position for Tero as at September 30, 2014 follows:

Financial Position

		CDN$		US$
Cash	$	38,888	$	34,858
Other current assets		370,129		331,776
Property and equipment		442,115		396,302
Total Assets	$	851,132	$	762,936
Current liabilities	$	253,799	$	227,500
Long term debt		595,007		533,352
Total Liabilities		848,806		760,852
Capital stock		5		5
Retained earnings		2,321		2,079
Total Equity		2,326		2,084
Total Liabilities and Equity	$	851,32	$	762,936
Investment in unconsolidated affiliate:
Balance at June 30, 2014			$	924,753
Equity in income				48,423
Balance at September 30, 2014			$	973,176

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Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

12. Subsequent Events

Issuances of Common Shares

On October 1, 2014, the Company issued 240,964 common shares at a market price of $0.0064 per share for consulting fees.

On October 2, 2014, the Company issued 4,545,455 common shares at a deemed price of $0.00275 per share for promissory note conversion.

On October 3, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.0025 per share for promissory note conversion.

On October 6, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.0025 per share for promissory note conversion.

On October 7, 2014, the Company issued 11,000,000 common shares at a deemed price of $0.0022 per share for promissory note conversion.

On October 9, 2014, the Company issued 6,666,667 common shares at a deemed price of $0.0058 per share for promissory note conversion

On October 13, 2014, the Company issued 13,636,363 common shares at a deemed price of $0.0022 per share for promissory note conversion.

On October 13, 2014, the Company issued 10,681,818 common shares at a deemed price of $0.0022 per share for promissory note conversion.

On October 16, 2014, the Company issued 7,317,073 common shares at a deemed price of $0.00205 per share for promissory note conversion.

On October 20, 2014, the Company issued 11,111,111 common shares at a deemed price of $0.0018 per share for promissory note conversion.

On October 21, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.0015 per share for promissory note conversion.

On October 21, 2014, the Company issued 20,000,000 common shares at a deemed price of $0.00145 per share for promissory note conversion.

On October 22, 2014, the Company issued 7,630,987 common shares at a market price of $0.0038 per share for consulting fees.

On October 22, 2014, the Company issued 19,000,000 common shares at a deemed price of $0.001450 per share for promissory note conversion.

On October 23, 2014, the Company issued 5,882,353 common shares at a deemed price of $0.0042 per share for promissory note conversion.

On October 24, 2014, the Company issued 8,823,529 common shares at a deemed price of $0.0017 per share for promissory note conversion.

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Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2014

(Unaudited)

12. Subsequent Events - Continued

On October 27, 2014, the Company issued 22,008,309 common shares at a deemed price of $0.00155 per share for promissory note conversion.

On October 27, 2014, the Company issued 20,000,000 common shares at a deemed price of $0.0015 per share for promissory note conversion.

On October 27, 2014, the Company issued 3,345,769 common shares at a deemed price of $0.0016 per share for promissory note conversion.

On October 27, 2014, the Company issued 22,713,104 common shares at a deemed price of $0.00145 per share for promissory note conversion.

On October 27, 2014, the Company issued 15,000,000 common shares at a deemed price of $0.00145 per share for promissory note conversion.

On October 31, 2014, the Company issued 15,000,000 common shares at a deemed price of $0.0027 per share for promissory note conversion.

On October 31, 2014, the Company issued 12,500,000 common shares at a deemed price of $0.0027 per share for promissory note conversion.

On November 3, 2014, the Company issued 15,000,000 common shares at a deemed price of $0.0028 per share for promissory note conversion.

On November 4, 2014, the Company issued 17,391,304 common shares at a deemed price of $0.0028 per share for promissory note conversion.

On November 6, 2014, the Company issued 19,900,000 common shares at a deemed price of $0.0028 per share for promissory note conversion.

The Company has evaluated subsequent events from July 1, 2014, through the date of this report, and determined there are no other items to disclosed

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited condensed consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our company”, mean Lithium Exploration Group, Inc. a Nevada corporation, and our wholly owned subsidiary, Alta Disposal Ltd., an Alberta, Canada corporation, our partially owned subsidiary, Alta Disposal Morinville Ltd., an Alberta, Canada corporation, and our partially owned subsidiary, Tero Oilfield Services Ltd., an Alberta, Canada corporation, unless otherwise indicated.

Corporate History

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

Our executive offices are located at 3800 N Central Avenue, Suite 820, Phoenix, AZ 85012, and our telephone number is (480) 641-4790. We also have an office at 840 6th Ave SW Suite 300, Calgary, Alberta T2P 3E5. The phone number for our Calgary office is 403-930-1925.

On October 18, 2013, our company, through our wholly owned subsidiary, Alta Disposal Ltd. (formerly 1617437 Alberta Ltd.), an Alberta, Canada corporation, completed the acquisition of 51% of the shares of Blue Tap Resources Inc. for total payment of CAD$466,547. As of September 30, 2013, CDN $300,000 (US$294,908) was paid regarding the acquisition. As a result of the share acquisition, Blue Tap Resources Inc. is now a partially owned subsidiary of our company through our wholly owned subsidiary, Alta Disposal Ltd. On January 22, 2014, Blue Tap Resources Inc. changed its name to Alta Disposal Morinville Ltd.

On August 20, 2013, we entered into a letter of intent with Tero Oilfield Services Ltd., a private company, pursuant to which Tero agreed to sell up to 75% of the issued and outstanding common shares of Tero to our company in exchange for payment in the amount of $1,500,000.

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On March 1, 2014, Alta Disposal Ltd., our wholly-owned subsidiary, entered into a share purchase agreement with Tero and Garry Hofmann, the sole shareholder of Tero. Pursuant to the agreement, Mr. Hofmann agreed to sell and we agreed to purchase 50% of the issued and outstanding common shares of Tero in exchange for an aggregate of CAD$1,000,000. As part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr. Hofmann by way of a promissory note. 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. Hofmann entered into an option agreement entitling Alta Disposal to purchase up to an additional 25% of the issued and outstanding common shares of Tero from Mr. Hofmann exercisable at a price of $500,000 for a period of one year.

On October 17, 2014, we amended our Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase 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 value of $0.001.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We are corporation engaged principally in the acquisition, exploration, and development of resource properties. Through our subsidiary Alta Disposal Morinville Ltd., we also operate in the waste water disposal industry.

Assignment Agreement with Lithium Exploration VIII Ltd.

On December 16, 2010, we entered into an assignment agreement with Lithium Exploration VIII Ltd. (not related to our company) to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada. Lithium Exploration VIII and Golden Virtue Resources Inc. (formerly First Lithium Resources Inc.) (not related to our company) had entered into an underlying option agreement dated October 6, 2010, which option agreement and interest were assigned to our company.

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

• CAD$20,000 (USD$20,000) cash payment due on January 1, 2013; and

• CAD$80,000 (USD$80,000) by a 15% one year promissory note starting January 1, 2013.

The note was interest free until March 31, 2013. After March 31, 2013, interest accrued on the principal balance then in arrears at the rate of 15% per annum. Payments were due and payable by December 31, 2013. Further, at any time, Lithium Exploration VIII and Golden Virtue could elect to convert the remaining balance of the note and accrued interest into common shares of our company at 75% of the closing market price of our company’s common shares on the election day.

On July 3, 2013, Lithium Exploration VIII and Golden Virtue elected to convert the note and accrued interest in the combined aggregate amount of CAD$83,057.53 (USD$78,743) into common shares of our company. Pursuant to this election, we issued an aggregate of 954,461 shares of our common stock at the price of USD$0.0825 per share.

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Glottech

On November 8, 2011, we entered into a letter agreement with Glottech-USA. Pursuant to the terms of the agreement, we were 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.

We previously made the following payments in association with the production of a working unit of Glottech-USA’s technology:

• $25,000 on March 21, 2011 in consideration for entering into the letter agreement dated March 17, 2011;

• $75,000 on May 27, 2011 in consideration for continuance of the March 17, 2011 agreement; and

• $700,000 on May 27, 2011 in consideration for a licensing and technology payment.

As part of the November 8, 2011 agreement, our officer and director, Alexander Walsh, agreed to provide Glottech-USA with the option, for a period of 12 months from delivery of the first unit, to acquire 2,000,000 shares of our common stock currently held by him, for a total price of $1.00. Additionally, if, for any reason, Mr. Walsh failed to deliver the 2,000,000 shares of our common stock to Glottech-USA, we agreed to issue the shares from treasury.

On June 12, 2012, we filed a complaint against Glottech-USA in the Court of Common Pleas of Chester County, Pennsylvania, alleging that Glottech-USA misused our funds and was in breach of our agreements that called for Glottech-USA to deliver one initial unit of the mechanical ultrasound technology. We further alleged that Glottech-USA was financially insolvent and unable to fulfill its promises to us.

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

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

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

On October 1, 2012, we entered into a license agreement and a sales agency agreement with GD Glottech, regarding GD Glottech International’s proprietary and patented mechanical ultrasound technology for use in water purification in the process of separation of salt and other minerals from lithium bearing brine produced from oil and gas operations. The license agreement and sales agency agreement expands and replaces all prior agreements among our company, GD Glottech International and Glottech-USA, LLC regarding our rights to use and sell the mechanical ultrasound technology, included in our letter of intent dated November 18, 2011, and our option agreement dated August 14, 2012.

Pursuant to the sales agency agreement we were appointed as sales agent for the patented mechanical ultrasound technology within Canada. Our appointment is exclusive within the field of non petro-chemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we agreed to issue to GD Glottech International 2,000,000 common shares of our capital stock, which obligation has been satisfied through the transfer to GD Glottech International of 2,000,000 shares held by our officer and director, Alexander Walsh. It was the explicit intention of the parties that this share transfer fulfills the prior obligations of Alexander Walsh and our company with respect to the option contemplated in the March and November 2011 agreements with Glottech-USA.

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We will receive a royalty in respect of sales of the technology secured by us. The term of the initial agreement will be for 5 years with the possibility of extension if sales targets are achieved.

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

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

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

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

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

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

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On October 22, 2012, the Court of Common Pleas in Chester County, Pennsylvania, granted our motion to amend our complaint against Glottech-USA to add claims for fraud and damages reflective of the malfeasance which we allege against Glottech-USA and its officers.

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

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

GD Glottech International immediately filed a motion to quash Glottech-USA’s motion and for sanctions against the law firm that filed the motion. We also filed a motion, seeking disqualification of the law firm that purported to represent Glottech-USA on the basis that the new management for Glottech-USA had fired the law firm and, as such, the law firm no longer had authority to represent Glottech-USA.

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

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

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

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

Alta Disposal Morinville Ltd. Acquisition

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

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On July 29, 2013, in anticipation of the completion of a formal agreement with Alta Disposal Morinville embodying the terms of the letter of intent, we entered into a convertible debenture agreement with Alta Disposal Morinville pursuant to which we agreed to deliver to Alta Disposal Morinville up to CAD$300,000 (approximately USD$291,000) payable in two installments of CAD$150,000 deliverable respectively upon execution of the convertible debenture, and within 5 business days following receipt of regulatory approval for the re-activation of Alta Disposal Morinville’s waste water disposal facility. Delivery of the first and second installments totaling CAD$300,000 have been satisfied and the acquisition was finalized as of October 18, 2013. The funds advanced are secured against all present and future assets and undertakings of Alta Disposal Morinville and are convertible at our option into a number of common shares of Alta Disposal Morinville equal to 51% of its issued and outstanding voting stock.

Effective August 1, 2013, we entered into a joint venture agreement with Alta Disposal Morinville pursuant to which our company and Alta Disposal Morinville will operate certain lands and facilities including a disposal well in the Morinville area of Alberta.

On October 18, 2013, we completed the acquisition of 51% of the outstanding securities of Alta Disposal Morinville, pursuant to a letter of intent with Alta Disposal Morinville dated June 11, 2013. As a result of the share acquisition, Alta Disposal Morinville is now a partially owned subsidiary of our company through our wholly owned subsidiary, Alta Disposal Ltd.

In accordance with the letter of intent, we acquired, through our wholly owned subsidiary, Alta Disposal Ltd., 51% of the outstanding securities of Alta Disposal Morinville (being 510,000 common shares) in consideration of an aggregate investment of CDN$466,547 (approximately USD$453,204) in Alta Disposal Morinville’s waste water disposal facility located in Morinville, Alberta, where Alta Disposal Morinville holds a 100% working interest in 17 freehold mineral leases. There are currently two standing natural gas wells and one disposal well located on the leases, including water disposal facilities, tanks and equipment. Payment of an initial CDN$300,000 (USD$291,000) of the CDN$466,547 aggregate investment was made pursuant to a secured convertible debenture which has been fully converted into common shares of Alta Disposal Morinville. The Alta Disposal Morinville leases are subject to a 3% gross overriding royalty held by Mr. Vincent Murphy pursuant to a gross overriding royalty agreement dated June 30, 2013. The royalty is payable on all fluids separated, treated, or otherwise enhanced for sale on the lease property.

The acquisition of Alta Disposal Morinville was completed through our wholly owned subsidiary, Alta Disposal Ltd., which was formed in the Province of Alberta for the primary purpose of the transaction with Alta Disposal Morinville. Concurrent with the closing of the acquisition, Alta Disposal entered into a unanimous shareholders and management agreement (the “Shareholders Agreement”) dated October 18, 2013 with Excel Petroleum Ltd. (which holds 49% of Alta Disposal Morinville) and Alta Disposal Morinville itself.

Pursuant to the Shareholders Agreement, Alta Disposal may continue to fund the current capital requirements of Alta Disposal Morinville up to an aggregate of $420,000 in consideration of additional shares of Alta Disposal Morinville at the rate of 163,250 shares (equivalent to approximately 5% of Alta Disposal Morinville’s common shares on a diluted basis) for each $105,000 funded until Alta Disposal holds an aggregate of 70% of Alta Disposal Morinville’s outstanding common shares. If Alta Disposal elects to fund the on-going capital requirements of Alta Disposal Morinville beyond the aggregate of $870,000, any such funds advanced by Alta Disposal will be deemed to be funds loaned by Alta Disposal to Alta Disposal Morinville on a non-interest bearing, unsecured bridge loan basis. Any such funds provided to Alta Disposal Morinville will be repayable from cash flow generated by Alta Disposal Morinville. Funds loaned prior to June 30, 2014 will not be due and payable until June 30, 2014 and thereafter will not be due and payable until at least 6 months following the date of any such loan.

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Other terms of the Shareholders Agreement include:

• the board of directors of Alta Disposal Morinville will consist of 3 directors including 2 nominees of Alta Disposal and 1 nominee of Excel.

• Alexander Walsh will serve as chairman of the board of directors, president and chief executive officer of Alta Disposal Morinville.

• Approval of the shareholders holding not less than 60% of Alta Disposal Morinville shares will be required to remove or appoint officers of Alta Disposal Morinville.

• Unanimous approval of the shareholders will be required in order to (i) effect capital alterations; (ii) declare dividends except following the completion of a fiscal year end and on a pro-rata basis to all shareholders; or (iii) wind-up; dissolve; or reorganize the corporation or sell or lease substantially all of its assets.

• Alta Disposal will otherwise have sole discretion and authority in respect of any and all management and operational decisions relating to the corporation.

• Each shareholder of Alta Disposal Morinville will have a right of first refusal to purchase all shares sought to be sold by the other shareholder.

• Customary restrictions on the encumbrance and disposition of shares.

The Shareholders Agreement additionally provides for the engagement of Valeura Energy Inc. as the operator of Alta Disposal Morinville’s lands, wells, the facilities, pipelines and disposal wells pursuant to an operating agreement between Alta Disposal Morinville and Valeura dated July 9, 2013. Valeura was to retain a 10% working interest in Alta Disposal Morinville’s lands until completion of the initial work on the disposal well project and will re-convey that interest to Alta Disposal Morinville provided that Alta Disposal Morinville has paid Valeura a cash payment of $2,500 per month for acting as operator of the disposal well and the lands and upon payment of an amount of $10,000 to Valeura upon completion of the project. The disposal well work program must be mutually approved by Alta Disposal Morinville and Valeura. Alta Disposal Morinville will be responsible for all costs and expenses relating to the work program.

Tero Oilfield Services Ltd. Acquisition

On August 20, 2013, we entered into a letter of intent with Tero Oilfield Services Ltd., a private company, pursuant to which Tero agreed to sell up to 75% of the issued and outstanding common shares of Tero to our company in exchange for payment in the amount of $1,500,000.

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

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

Lastly, Alta Disposal, Tero and Mr. Hofmann entered into a shareholders’ agreement concerning any potential financing by the shareholders of Tero for the benefit of Tero’s operations. This agreement provides that the shareholders of Tero, Alta Disposal and Mr. Hofmann, may by unanimous resolution advance to Tero, upon demand by Tero, such funds as may be determined specified by unanimous resolution, subject to the agreement.

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

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On September 15, 2014, Northern Hunter Energy Inc. entered into a conveyance agreement with Tero dated June 1, 2014. Pursuant to this agreement, Northern Hunter Energy will transfer a 10% working interest in certain assets of the Morinville, Alberta property, which was previously acquired from Valeura, to Tero effective June 1, 2014 for the sum of $10,000. As of the date of this report, the transfer has not been completed and the sum of $10,000 has not been paid.

Loan Agreements with Hagen Investments Ltd.

On March 28, 2012, we entered into a securities purchase agreement with Hagen Investments Ltd., as modified on May 15, 2012 and September 17, 2012. Pursuant to the terms of the agreement, within 45 days Hagen would acquire convertible debentures with an aggregate total of $1,680,000, at an original issuance discount of $180,000, resulting in $1,500,000 net proceeds to us.

On May 15, 2012, we received $1,500,000 from Hagen and closed the securities purchase agreement. In conjunction with this closing we issued the convertible debenture in the amount of $1,680,000. The debenture was due on May 15, 2013, carried no interest, and is convertible at the lower of $0.45 per share or 65% of the lowest reported price of our common stock over the 20 trading days immediately prior to the date of conversion. Additionally, we issued Hagen a warrant to acquire 3,333,333 shares of our common stock for a period of five years. On September 17, 2012, we entered into an agreement to modify pricing mechanisms of the warrant and the convertible debenture in the original securities purchase agreement such that the exercise price per share of the common stock under the warrant shall be $0.20, subject to adjustment, and the conversion price of the debenture shall be the lesser of (i) 65% of the lowest reported sale price of the common stock for the 20 trading days immediately prior to the conversion date, or (ii) $0.20. Excluding the modifications to the exercise price of the warrant and to reduce the conversion price of the debenture, the original securities purchase agreement dated March 28, 2012, will remain un-amended and in full force and effect. The debenture was extended and will expire on May 15, 2014.

On January 6, 2014, we entered into an amendment and settlement agreement dated January 3, 2014 with JDF Capital. The settlement agreement amends the terms of the senior convertible debenture dated May 15, 2012 which was issued pursuant to the securities purchase agreement dated March 28, 2012 (as amended on May 15, 2012 and September 17, 2012) between our company and Hagen Investments Ltd. JDF Capital Inc. is the assignee of the $1,680,000 May 15, 2012 debenture, which was due on December 28, 2012. As of March 3, 2014, we no longer owed any amount on the May 15, 2012 debenture due to conversions of the debt into equity of our company.

In addition, the settlement agreement retires secured convertible promissory notes held by JDF Capital dated September 16, 2013 and October 15, 2013 in the aggregate amount of $1,134,500. In consideration of the retirement of the convertible notes, we have designated and issued to JDF Capital 1,134,500 shares of Series B Preferred Stock (issued on January 6, 2014) which are convertible into common shares upon the same terms and preferences as the retired debentures. Each Series B Preferred Share is valued at $1 per share and is convertible into common shares at the conversion price equal to a 50% discount to the lowest reported sale price of our common stock during the 20 day period preceding the conversion date. The Series B Preferred Shares are non-voting with the common shares prior to conversion and have a liquidation preference to the common shares of $1 per share upon any liquidation, dissolution or winding-up of our company. We have authorized 2,000,000 shares of Series B Preferred Stock in the aggregate which are issuable only in consideration of the extinguishment of existing convertible debt of our company.

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Loan Agreements with JDF Capital Inc.

$500,000 Loan

On September 13, 2013, we entered into a securities purchase agreement with JDF, pursuant to which JDF agreed to provide our company with an aggregate investment of $500,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants.

On September 16, 2013, JDF funded a first installment of $250,000 in consideration of a secured convertible promissory note in the amount of $306,250, being $250,000 and 18 months prepaid interest at 15%. The note has a maturity date of 18 months from September 16, 2013. As additional consideration, we also issued to JDF an aggregate of 2,777,778 warrants exercisable for the purchase of one common share for a period of five years. The warrants are exercisable for the purchase of our common shares at a price of the lowest closing price of our common shares in the 20 trading days preceding the date that the warrants are exercised, multiplied by 150%. JDF may, in the alternative, exercise the warrants on a cashless basis in the event the shares underlying the warrants are not registered in a registration statement within 6 months of the securities purchase agreement. The cashless exercise price will be the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the volume weighted average price on the trading day immediately preceding the date on which JDF elects to exercise the warrant by means of a cashless exercise;

(B) = the cash exercise price of $ 0.09, as adjusted for anti-dilution; and

(X) = the number of warrant shares that would be issuable upon exercise of the warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

The second $250,000 installment of the financing was paid to us on October 1, 2013, pursuant to which we issued a second convertible promissory note upon the same terms. We also issued 3,703,704 additional warrants with to JDF with each warrant exercisable into one common share for a period of five years. The warrants are exercisable into our common shares at a price of the lowest closing price of our common shares in the 20 trading days preceding the date that the warrants are exercised, multiplied by 150%. JDF may, in the alternative, exercise the warrants on a cashless basis in the event the shares underlying the warrants are not registered in a registration statement within 6 months of the securities purchase agreement.

Each convertible promissory note is convertible in whole or in part at JDF’s option before or after maturity into shares of our common stock at a conversion price equal to a 50% discount to the lowest closing price of our common shares in the 20 trading days preceding (i) the date of the purchase agreement; or (ii) the conversion date. Notwithstanding the conversion right, JDF is not entitled to hold in excess of 9.99 percent of our issued and outstanding common shares at any time. JDF has the option during the 18 month period following September 13, 2013 to purchase additional convertible notes upon the same terms and conditions for up to $1,500,000 in additional financing.

On January 6, 2014, JDF entered into a securities amendment and settlement agreement with us, where we agreed to convert the entire $612,500 portion of the convertible notes into 612,500 Series B Preferred Shares, being one Preferred Share per $1 remaining payable pursuant to the securities purchase agreement. Each Preferred Share is convertible into common shares of our company by cashless conversion at a price equal to 50% of the lowest traded price during the 20 trading days prior to a notice of conversion.

Between March 21, 2014 and June 2, 2014 we converted and settled all 612,500 Series B Preferred Shares as follows:

• On March 6, 2014, we issued 5,999,000 common shares for an aggregate conversion price of 95,984 Series B Preferred Shares ($95,984).

• On March 17, 2014, we issued 6,250,000 common shares of 100,000 Series B Preferred Shares ($100,000).

• On March 21, 2014, we issued 1,736,372 for an aggregate conversion price of 39,016 Series B Preferred Shares ($39,016).

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• On May 14 we issued 7,000,000 common shares for an aggregate conversion price of 149,800 Series B Preferred Shares ($149,800).

• On June 2, 2014 we issued 3,352,941 common shares for an aggregate conversion price of 71,250 Series B Preferred Shares ($72,000).

• On June 2, 2014 we issued 7,363,352 common shares for an aggregate conversion price of 156,450 Series B Preferred Shares ($156,450).

On July 16, 2014, we issued 9,713,996 common shares in full conversion of the 2,777,778 share purchase warrants (adjusted for dilution) issued in connection with the September 16, 2013 convertible note.

On August 8, 2014, we issued 8,904,569 common shares in full conversion of the 3,703,704 warrants (adjusted for dilution) issued in connection with the October 1, 2013 convertible note.

$220,000 Loan

On March 3, 2014, we entered into a securities purchase agreement with JDF, pursuant to which JDF provided us with an aggregate investment of $220,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JDF an original issue discount 10% convertible promissory note of $220,000 due September 3, 2014 and convertible into common shares on a cashless basis at a price per share of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $440,000.

In addition on March 3, 2014, we issued an aggregate of 4,000,000 warrants to JDF in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.05 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

• On September 3, 2014 we issued 500,000 common shares in conversion of $5,000 payable pursuant to the note.

• On September 4, 2014 we issued 583,333 common shares in full cashless exercise of the 100,000 warrants issued in connection with the note.

• On September 15, 2014 we issued 5,584,185 common shares in conversion of $28,200 payable pursuant to the note.

• On September 24, 2014 we issued 9,090,909 common shares in conversion of $25,000 payable pursuant to the note.

• On October 2, 2014, we issued 4,545,455 common shares in conversion of $12,500 payable pursuant to the note.

• On October 13, 2014, we issued 10,681,818 common shares in conversion of $23,500 payable pursuant to the note.

• On October 20, 2014, we issued 11,111,111 common shares in conversion of $20,000 payable pursuant to the note.

• On October 21, 2014, we issued 10,000,000 common shares in conversion of $15,000 payable pursuant to the note.

• On October 27, 2014, we issued 20,000,000 common shares in conversion of $30,000 payable pursuant to the note.

• On November 3, 2014, we issued 17,391,304 common shares in conversion of $20,000 payable pursuant to the note.

As at the date of this report $54,000 remains payable pursuant to the note.

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$500,000 Loan

On March 15, 2014, we entered into a securities purchase agreement with JDF, pursuant to which JDF provided us with an aggregate investment of $500,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JDF a 10% original issue discount convertible promissory note of $550,000 due September 15, 2015 and convertible into common shares on a cashless basis at a price per share of 35% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The note bears interest, in arrears, at a rate per annum equal to fifteen percent (15%) accruing on a semi-annual basis commencing March 15, 2014 in cash or restricted shares of the Company’s common stock, par value $0.001 per share at the option of the holder. The fair value of the note at issuance was $846,154. During the year ended June 30, 2014, an interest expense of $24,063 was accrued in respect of the note.

In addition on March 15, 2014, we issued an aggregate of 18,333,333 warrants to JDF in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

• On September 23, 2014, we issued 1,818,181 common shares in conversion of $5,000 payable pursuant to this note.

• On October 3, 2014, we issued 10,000,000 common shares in conversion of $25,000 payable pursuant to this note.

• On October 6, 2014, we issued 10,000,000 common shares in conversion of $25,000 payable pursuant to this note.

• On October 7, 2014, we issued 11,000,000 common shares in conversion of $24,200 payable pursuant to this note.

• On October 13, 2014, we issued 13,636,363 common shares in conversion of $30,000 payable pursuant to this note.

• On October 21, 2014, we issued 20,000,000 common shares in conversion of $29,000 payable pursuant to this note.

• On October 31, 2014, we issued 15,000,000 common shares in conversion of $17,250 payable pursuant to this note.

• On November 10, 2014, we issued 19,809,523 common shares in conversion of $20,800 payable pursuant to this note.

As at the date of this report $373,750 of the note and the full amount of the warrants remain unconverted and outstanding.

$600,000 Loan

On August 6, 2014, we entered into a securities purchase agreement with JDF dated July 22, 2014 pursuant to which we issued to JDF a convertible promissory note in the aggregate principal amount of $708,000, which amount includes the purchase price of $600,000 plus 18 months prepaid interest at the rate of 12% per annum. The convertible note has a maturity date of January 22, 2016 and is convertible in whole or in part into shares of our common stock at price per share equal to 65% of the lowest reported sale price of our common shares during the 20 trading days prior to July 22, 2014 ($0.04) or prior to the applicable conversion date. Our company will have the option to prepay the note within 60 days subject to a 10% penalty, within the subsequent 60 days subject to a 20% penalty, or anytime thereafter prior to maturity subject to a 30% penalty. The purchase price of the promissory note is payable in six installments beginning upon the effective date of the agreement (which amount has been paid) and monthly thereafter beginning on August 22, 2014. The promissory note is secured in first position against all assets of our subsidiary, Alta Disposal Ltd., pursuant to a general security agreement between Alta Disposal and JDF.

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As additional consideration for the proceeds of the convertible note, we issued to JDF Capital warrants exercisable for 5 years to purchase up to 16,800,000 shares of our common stock at an exercise price of $0.04 per share, subject to cashless exercise provisions.

As at the date of this report $400,000 has been funded pursuant to the note which amount remains unconverted and outstanding.

Loan Agreement with JMJ Financial

On February 13, 2013, we entered into a securities purchase agreement with JMJ Financial. Pursuant to the terms of the agreement, our company will also enter into a convertible promissory note in the principal amount of $1,100,000 (for consideration of up to $1,000,000), of which $100,000 shall be paid to our company upon closing of the convertible promissory note and a common stock purchase warrant for the purchase of up to 540,540 shares of our common stock at an exercise price of $0.185 for a period of five years. The convertible promissory note shall have a maturity date of February 13, 2016. The remainder of the convertible debenture can be drawn down on by mutual agreement from JMJ Financial and our company. As at the date of this report we have made the following issuances of common stock in conversion of the February 13, 2013 note:

• On August 13, 2013 we issued 1,585,714 common shares in conversion of $163,693 payable pursuant to the note.

• On November 11, 2013, we issued 1,387,500 common shares in conversion of $81,846 payable pursuant to the note.

• On December 4, 2013, we issued 1,435,345 common shares in conversion of $81,846 payable pursuant to the note.

• On January 6, 2014 we issued 2,553,681 common shares in conversion of $81,846 payable pursuant to the note.

• On February 14, 2014 we issued 2,000,000 common shares in conversion of $62,921 payable pursuant to the note.

• On March 3, 2014 we issued 1,902,344 common shares in conversion of $62,921 payable pursuant to the note.

• On June 10, 2014 we issued 1,600,000 common shares in conversion of $47,752 payable pursuant to the note.

• On June 27, 2014 we issued 1,700,000 common shares in conversion of $44,171 payable pursuant to the note.

• On July 16, 2014 we issued 1,800,000 common shares in conversion of $70,200 payable pursuant to the note.

• On August 1, 2014 we issued 1,062,687 common shares in conversion of $39,000 payable pursuant to the note.

• On September 3, 2014 we issued 3,000,000 common shares in conversion of $30,000 payable pursuant to the note.

• On September 11, 2014 we issued 5,599,010 common shares in conversion of $28,275 payable pursuant to the note.

• On October 22, 2014 we issued 19,000,000 common shares in conversion of $27,550 payable pursuant to the note.

• On November 6, 2014 we issued 19,900,000 common shares in conversion of $20,895 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $184,655 unconverted and payable pursuant to the note.

On September 23, 2013 we issued 1,293,717 common shares at a deemed of $0.04 per share in full cashless exercise of the 540,540 warrants issued in connection with the note.

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On August 20, 2014, we issued an aggregate of 3,200,066 common shares for the conversion of 1,666,667 warrants at a deemed exercise price of $0.01675 for warrant issued on December 10, 2013.

Loan Agreement with JSJ Investments Inc.

On February 23, 2014, we entered into a securities purchase agreement with JSJ Investments Inc., pursuant to which JSJ Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JSJ Investments a convertible promissory note with 12% interest due August 27, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 27, 2014 or of a notice to convert during the twenty trading days preceding the delivery of any related conversion notice. The fair value of the note at issuance was $200,000.

• On August 29, 2014, we issued 10,390,546 common shares in conversion of $105,984 payable pursuant to the note and interest.

As at November 11, 2014, there remains no balance unconverted and payable pursuant to the note.

In addition, we issued warrants to purchase an aggregate of 1,111,111 common shares of our company to JSJ Investments in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of approximately $0.09 and expire after a term of five years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Centaurian Fund

On February 28, 2014, we entered into a securities purchase agreement with Centaurian Fund, pursuant to which Centaurian provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Centaurian a convertible promissory note with 15% interest due August 28, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 28, 2014 or of a notice to convert during the 20 trading days preceding the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. In addition, we issued warrants to purchase an aggregate of 5,156,250 common shares of our company to Centaurian in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 and expire after a term of six months. In the case that our common share closing price is greater than $0.06 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant.

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

• On September 10, 2014, we issued 6,734,235 common shares in conversion of $37,375 payable pursuant to the note and accrued interest.

• On September 16, 2014, we issued 3,810,301 common shares in conversion of $20,320 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $17,055 unconverted and payable pursuant to the note.

Loan Agreement with LG Capital Funding, LLC

On February 27, 2014, we entered into a securities purchase agreement with LG Capital Funding, LLC, pursuant to which LG Capital provided our company with an aggregate investment of $75,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued LG Capital a convertible promissory note with 10% interest due February 27, 2015 and convertible into common shares on a cashless basis at a price of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $150,000. As at the date of this report we have made the following issuances of common stock in conversion of the February 27, 2014 note:

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• On September 29, 2014, we issued 6,047,749 common shares in conversion of $19,051 payable pursuant to the note.

• On October 27, 2014, we issued 22,008,309 common shares in conversion of $34,113 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $24,711 unconverted and payable pursuant to the note.

Loan Agreement with St. George Investments LLC

On February 28, 2014, we entered into a securities purchase agreement with St. George Investments LLC, pursuant to which St. George Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued St. George Investments a convertible promissory note of $125,500 including 15% prepaid interest due August 28, 2015 and convertible into common shares on a cashless basis at a price of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $200,000. As at the date of this report we have made the following issuances of common stock in conversion of the February 28, 2014 note:

• On September 10, 2014, we issued 1,538,462 common shares in conversion of $10,000 payable pursuant to the note.

• On September 23, 2014, we issued 3,846,154 common shares in conversion of $12,500 payable pursuant to the note.

• On October 9, 2014, we issued 6,666,667 common shares in conversion of $15,000 payable pursuant to the note.

• On October 16, 2014, we issued 7,317,073 common shares in conversion of $15,000 payable pursuant to the note.

• On October 24, 2014, we issued 8,823,529 common shares in conversion of $15,000 payable pursuant to the note.

• On October 31, 2014, we issued 12,500,000 common shares in conversion of $15,000 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $43,000 unconverted and payable pursuant to the note.

In addition, we issued an aggregate of 1,481,481 warrants to St. George Investments in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.0675 and expire after a term of five years.

Loan Agreement with Vista Capital Investments, LLC

On February 28, 2014, we entered into a securities purchase agreement with Vista Capital Investments, LLC, pursuant to which Vista Capital provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Vista Capital a convertible promissory note of $110,000 with 12% interest due September 1, 2014 and convertible into common shares on a cashless basis at a price of the lesser of $0.075 or 50% of the lowest bid price of our common shares during the prior 25 consecutive trading days prior the delivery of any related conversion notice. The fair value of the note at issuance was $220,000. As at the date of this report, we have made the following issuances of common stock in conversion of the February 28, 2014 note:

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• On September 23, 2014, we issued 10,000,000 common shares in conversion of $27,500 payable pursuant to the note.

• On October 27, 2014, we issued 15,000,000 common shares in conversion of $21,750 payable pursuant to the note.

• On November 3, 2014, we issued 15,000,000 common shares in conversion of $17,250 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $33,500 unconverted and payable pursuant to the note.

In addition, we issued warrants to purchase an aggregate of 10,312,500 common shares of our company to Vista Capital in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 during the period beginning August 28, 2014 and ending August 28, 2019. In the case that our common share closing price is greater than $0.06 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant.

On August 20, 2014, we issued an aggregate of 18,113,654 common shares for the cashless conversion of warrants issued on February 28, 2014.

Loan Agreement with Union Capital, LLC

On March 3, 2014, we entered into a securities purchase agreement with Union Capital, LLC, pursuant to which Union provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Union a convertible promissory note of $50,000 with 10% interest due March 5, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the February 28, 2014 note:

• On September 8, 2014, we issued 1,106,273 common shares in conversion of $10,510 payable pursuant to the note.

• On September 11, 2014, we issued 2,607,721 common shares in conversion of $15,777 payable pursuant to the note.

• On September 12, 2014, we issued 2,869,240 common shares in conversion of $15,781 payable pursuant to the note.

• On September 15, 2014, we issued 1,914,321 common shares in conversion of $10,529 payable pursuant to the note.

As at November 11, 2014, there remains no balance unconverted and payable pursuant to the note.

In addition, we issued warrants to purchase an aggregate of 941,619 common shares of our company to Union in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.0531 and expire after a term of five years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Iconic Holdings, LLC

On March 3, 2014, we entered into a securities purchase agreement with Iconic Holdings, LLC, pursuant to which Iconic provides our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Iconic a convertible promissory note of $100,000 with 12% interest due September 3, 2014 and convertible into common shares on a cashless basis at a price of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to

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1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

• On September 12, 2014, we issued 9,900,990 common shares in conversion of $50,000 payable pursuant to the note.

• On October 23, 2014, we issued 5,882,353 common shares in conversion of $10,000 payable pursuant to the note.

As at November 11, 2014, there remains a principal balance of $40,000 unconverted and payable pursuant to the note.

In addition, we issued an aggregate of 2,000,000 warrants to Iconic in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.05 and expire after a term of three years.

Loan Agreement with Adar Bays, LLC

On March 3, 2014, we entered into a securities purchase agreement with Adar Bays, LLC, pursuant to which Adar provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Adar a convertible promissory note of $50,000 with 10% interest due March 4, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

• On September 4, 2014, we issued 909,091 common shares in conversion of $10,000 payable pursuant to the note.

• On September 11, 2014, we issued 1,652,893 common shares in conversion of $10,250 payable pursuant to the note.

• On September 17, 2014, we issued 1,414,141 common shares in conversion of $7,000 payable pursuant to the note.

• On September 23, 2014, we issued 1,477,873 common shares in conversion of $4,655 payable pursuant to the note.

• On September 29, 2014, we issued 5,000,000 common shares in conversion of $15,750 payable pursuant to the note.

• On October 27, 2014, we issued 3,345,769 common shares in conversion of $5,353 payable pursuant to the note.

As at November 11, 2014, there remains no balance unconverted and payable pursuant to the note.

In addition on March 4, 2014, we issued an aggregate of 941,619 warrants to Adar in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.0531 and expire after a term of five years.

Loan Agreement with Black Mountain Equities, Inc.

On March 3, 2014, we entered into a securities purchase agreement with Black Mountain Equities, Inc., pursuant to which Black Mountain provided our company with an aggregate investment of $100,000 in consideration of our issuance of original issue discount convertible promissory notes and common share purchase warrants. We issued Black Mountain a convertible promissory note of $115,000 with 15% prepaid interest due April 1, 2015 and convertible into common shares on a cashless basis at the lesser price per share of $0.06 or 50% of the lowest trade

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price of our common shares during the prior 20 trading days immediately preceding the delivery of any related conversion notice. The fair value of the note at issuance was $230,000.

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

• On October 22, 2014, we issued 22,713,104 common shares in conversion of $30,000 payable pursuant to the note.

As at November 11, 2014, there remains a principal balance of $85,000 unconverted and payable pursuant to the note.

In addition on March 3, 2014, we issued an aggregate of 1,666,666 warrants to Black Mountain in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 and expire after a term of five years. In the case that our common share closing price is greater than $0.06 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant. As at the date of this report, we have made the following issuances of common stock in exercise of the March 3, 2014 warrants:

• On August 5, 2014, we issued 20,645,463 common shares for the exercise of 1,083,333 warrants.

• On September 25, 2014, we issued 10,946,967 common shares for the exercise of 583,333 warrants.

As at November 11, 2014, there remains no warrants remaining pursuant to the securities purchase agreement.

Loan Agreement with 514742 B.C. Ltd.

On March 3, 2014, we entered into a securities purchase agreement with Alta Disposal Ltd., our wholly-owned subsidiary, and 514742 B.C. Ltd., pursuant to which 514742 B.C. provided Alta Disposal with an aggregate investment of CAD$330,000 (US$298,518) in consideration of our issuance of secured promissory notes and common share purchase warrants.

On March 3, 2014, 514742 B.C. funded an aggregate investment of CAD$333,000 to Alta Disposal. Therefore, Alta Disposal issued 514742 B.C. a secured promissory note of Alta Disposal CAD$333,000 with 20% interest due June 1, 2014. The note is secured by all present and after acquired property of Alta Disposal. Effective April 14, 2014, the company paid a total of CAD$346,274 (US$316,355) in principle and interest to settle this debt.

In addition on March 3, 2014, we issued an aggregate of 2,200,000 warrants to 514742 B.C. in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.05 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Loan Agreement with Asher Enterprises, Inc.

On January 2, 2014, we entered into a securities purchase agreement with Asher Enterprises, Inc., pursuant to which Asher provided our company with an aggregate investment of $68,000 in consideration of our issuance of a convertible promissory note and common share purchase warrants. We issued Asher a convertible promissory note of $68,000 accruing interest of 8% per annum from the issue date until the maturity date of October 6, 2014. Thereafter, the note was to accrue default interest at the rate of 22% per annum until paid. The note was convertible into shares of our common stock at a 50% discount to the average of the lowest three trading prices of our common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. On April 11, 2014 we paid $83,191.77 to Asher in full settlement of the note which amount included $68,000 in respect of principal, $1,326.47 in respect of accrued interest, and a 20% prepayment penalty on principal and interest.

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Loan Agreement with Cardinal Capital Group, Inc.

On October 31, 2014, we entered into a securities purchase agreement with Cardinal Capital Group, Inc., pursuant to which Cardinal Capital provided our company with an aggregate investment of $50,000 in consideration of our issuance of a convertible promissory note. We issued Cardinal Capital a convertible promissory note of $59,500 comprised of $6,000 in interest and $3,500 in legal fees and due in two years. The note was convertible into shares of our common stock at the lesser of $0.005 or 65% of the lowest trade price of our common stock during the 20 trading days immediately preceding a conversion date.

Loan Agreement with InLight Capital Partners, LLC.

On August 22, 2014, we entered into a securities purchase agreement with InLight Capital Partners, LLC, pursuant to which InLight Capital provided our company with an aggregate investment of $100,000 in consideration of our issuance of a convertible promissory note and warrants to purchase common shares of our company with an aggregate exercise price of $120,500. The note was funded by InLight Capital in the amount of $100,000 and shall include $20,500 in respect of pre-paid interest calculated in advance at the rate of 12% per annum for 18 months plus expenses of the Purchaser. InLight Capital delivered to us funds in the amount of $50,000 on the effective date and $50,000 on September 19, 2014.

In addition on August 22, 2014, we issued an aggregate of 4,303,571 warrants to InLight Capital Partners, LLC in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.28 and expire after a term of five years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

Other Business Matters

On October 24, 2012, we entered into a share exchange agreement dated October 18, 2012, with Alexander Walsh, our president and director. Pursuant to the agreement, on October 25, 2012 we issued to Mr. Walsh 20,000,000 Series A Convertible Preferred shares in our capital stock in consideration of the cancellation and return to treasury of 20,000,000 shares of our common stock held by Mr. Walsh. The Series A Convertible Preferred Shares have a par value of $0.001 per share and are convertible on a one for one basis into shares of our common stock after a one year hold period. There are no other preferential rights attached to the Series A Convertible Preferred Shares. Mr. Walsh established a series of a 10b5-1 Sales Plans in connection with an overall asset diversification strategy. Sales transactions occurring under Mr. Walsh’s 10b5-1 Plans were disclosed publicly through Form 4 filings with the SEC and are subject to the restrictions and filing requirements of Rule 144.

On July 25, 2013, we entered into a consulting agreement with Advanced Capital Trading, LLC, pursuant to which Advanced Capital performed financial consulting services for our company for a period of three months with an extension of an additional three months based on performance, such services commenced effective August 1, 2013. Compensation payable to Advanced Capital of $10,000 was paid upon execution of the consulting agreement.

Effective January 1, 2014, we entered into a consulting agreement for a term of 12 months with International Compass, LLC for the services of Bryan Kleinlein as chief financial officer of our company. As compensation, we agreed to pay to International Compass $12,000 per month during the term of the agreement payable in cash and/or common shares of our company that were previously registered on Form S-8 at our sole discretion. The value of the shares of our company issued as compensation, if any, shall be based on the volume weighted average trading closing price of the shares of our company in the five (5) trading days immediately preceding the date(s) which the shares are due. Mr. Kleinlein was first appointed as our chief financial officer on May 15, 2012.

Effective January 12, 2014, we entered into an employment agreement with Alexander Walsh for provision of services as our president and chief executive officer. The employment agreement will terminate on January 12, 2016. Pursuant to the terms of the employment agreement, Mr. Walsh will receive an annual salary of $120,000 payable in monthly cash installments or, in the event cash is unavailable, in shares of our company’s common stock. The employment agreement also provides for liability insurance and any travel and out-of-pocket expenses incurred and approved by our company.

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Effective May 30, 2014, we entered into a consulting agreement with Robert Gomer. Pursuant to this agreement, Mr. Gomer is to assist us with the current business of testing ultrasonic generator technology and performing services customary expected of a consultant for a term of six months. In exchange for these services that are to be provided to us, we agreed to issue an aggregate of $10,000 per month, payable in two sums of $30,000 and in our S-8 Shares with a deemed price per share equal to the volume weighted average trading close price of the Shares in the five trading days immediately preceding the amending agreement. As a result, we issued Mr. Gomer an aggregate of 1,167,316 S-8 shares on September 1, 2014.

Effective August 1, 2014, we entered into a consultant agreement with TEN Associates LLC. Pursuant to this agreement, TEN Associates is to provide advice relative to corporate and business services and to perform other related activities as directed by us. In exchange for these services that are to be provided to us, we agreed to issue 2,000,000 common shares of our company to TEN Associates.

Effective October 22, 2014, we entered into an amending agreement with International Compass. Pursuant to this amending agreement, the term of the agreement dated January 1, 2014 with International Compass was reduced from 12 months to 10 months. As consideration to International Compass for agreeing to enter into the amending agreement, we agreed to pay Mr. Kleinlein an aggregate of $30,000, payable in our S-8 Shares with a deemed price per share equal to the volume weighted average trading close price of the Shares in the five trading days immediately preceding the amending agreement. As a result, we issued Mr. Kleinlein an aggregate of 7,630,987 S-8 shares on October 22, 2014. Further, Mr. Kleinlein resigned as our Chief Financial Officer as of November 1, 2014.

Results of Operations

We have not generated significant revenues since inception and have incurred $517,629 and $295,821 respectively, in operating expenses for the three month periods ended September 30, 2014 and 2013.

The following provides selected financial data about our company for the three month periods ended September 30, 2014 and 2013.

Three months ended September 30, 2014 and 2013.

		Three months			Three months
		ended			ended
		September 30,			September 30,
		2014			2013
Revenue	$	16,067		$	Nil
Operating expenses	$	(517,629	)	$	(295,821	)
Other income (expenses):
Interest expense	$	(1,562,421	)	$	(258,218	)
Gain (loss) on derivative liability	$	2,458,446		$	(23,152	)
Fair value of warrants issued		(397,070	)		(18,333	)
Equity in income (loss) of unconsolidated affiliate	$	48,423		$	Nil
Net income (loss)	$	45,816		$	(595,524	)

Operating expenses for the three months ended September 30, 2014 increased as a result of increases in mining and selling and general and administrative expenses.

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Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2014, and June 30, 2014, respectively.

Working Capital

		As at			As at
		September 30,			June 30,
		2014			2014
Total current assets	$	222,978		$	138,013
Total current liabilities	$	1,635,985		$	3,417,902
Working capital (deficit)	$	(1,413,007	)	$	(3,279,889	)

Cash Flows

		Three Months			Three Months
		ended			ended
		September 30,			September 30,
		2014			2013
Net cash used in operating activities	$	(290,048	)	$	(210,426	)
Net cash used in investing activities	$	Nil		$	(343,740	)
Net cash provided by financing activities	$	400,000		$	425,000
Effect of foreign exchange on cash	$	(1,864	)	$	Nil
Increase (Decrease) in cash	$	108,088		$	(129,166	)

We had cash and cash equivalents of $177,820 as of September 30, 2014 compared to cash and cash equivalents of $69,732 as of June 30, 2014. We had a working capital deficit of $1,413,007 as of September 30, 2014 compared to a working capital deficit of $3,279,889 as of June 30, 2014.

The report of our auditors on our audited consolidated financial statements for the fiscal year ended June 30, 2014, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operating revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

Anticipated Cash Requirements

We estimate that our expenses over the next 12 months will be approximately $1,550,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Description	Estimated		Estimated
	Completion		Expenses
	Date		($)
General and administrative	12 months	$	300,000
Mining expenses (mainly technology related)	12 months	$	150,000
Tero acquisition expenses	12 months	$	500,000
Morinville expansion	12 months	$	400,000
Legal and accounting	12 months	$	200,000
Total		$	1,550,000

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We intend to meet our cash requirements for the next 12 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.

Inflation

The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Critical Accounting Policies and Estimates

Principal of Consolidation

The consolidated financial statements include the accounts of our company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited condensed 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. Our 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 our 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. Our company had $177,829 and $69,732 in cash and cash equivalents at September 30, 2014 and June 30, 2014, respectively.

Concentration of Risk

Our 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 30, 2014 and June 30, 2014, our company had $Nil and $Nil, respectively, in deposits in excess of federally insured limits in its US bank. Our 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.

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Prepaid Expenses

Prepaid expenses mainly consist of legal retainers and deposit paid to obtain a license on patent rights. Legal retainers will be expensed in the period when services are completed.

Start-Up Costs

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

Mineral Acquisition and Exploration Costs

Our company has been in the exploration stage since its formation on May 31, 2006 and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

Our 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. Our 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. Our 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.

Net Income or (Loss) per Share of Common Stock

Our 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.

Foreign Currency Translations

Our company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US 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.

No significant realized exchange gain or losses were recorded from inception (May 31, 2006) to September 30, 2014.

Translation of Foreign Operations

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

-  assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; 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 our company’s accumulated other comprehensive loss in the consolidated balance sheets. 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 ended September 30, 2014 closing rate at 0.8922 CND$:US$, average rate at 0.91804 CND$: US$ and for year ended June 30, 2014 closing rate at 0.9367 CND$: US$ average rate at 0.9341 CND$: US$

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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 at September 30, 2014 and June 30, 2014, our company had no material items of other comprehensive income except for foreign currency translation adjustment.

Risks and Uncertainties

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

Environmental Expenditures

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

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

Warrants

We value our warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. We revalue our warrants at the end of every period at fair value and record the difference in other income (expense) in the condensed consolidated statement of operations.

Convertible Debentures

We value our convertible debentures with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-840-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, our company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

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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.

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

Our company’s Level 3 financial liabilities consist of the derivative liability of our company’s secured convertible promissory notes and debentures issued to investors, and the derivative warrants issued in connection with these convertible promissory notes and debentures. There is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Our company used a 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

Our company has generated little revenues to date. It is our 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. Our company will defer any revenue for which the product/services was not delivered or is subject to refund until such time that our 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 our company’s activities. Sales are presented, net of tax, rebates and discounts, and after eliminating intercompany sales. Our 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.

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. Our company includes any balances that are determined to be uncollectible in its overall allowance for doubtful accounts.

Investment in Unconsolidated Affiliate

Investments in affiliates that are not controlled by our company, but over which we have significant influence, are accounted for using the equity method. Our company’s share of net income from its unconsolidated affiliate is reflected in the Consolidated Statements of Operations and Comprehensive Loss and Equity investment in Unconsolidated Affiliate.

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Recent Accounting Pronouncements

FASB Statements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Updates ("ASUs") through ASU No. 2014-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to our company or their effect on the financial statements would not have been significant.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our company is in the process of adopting specific internal control mechanisms with our board and officers’ collaboration to ensure effectiveness as we grow. We have engaged an outside consultant to assist in adopting new measures to improve upon our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Other than as set out below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

On June 12, 2012, we filed a complaint against Glottech-USA in the Court of Common Pleas of Chester County, Pennsylvania, alleging that Glottech-USA misused our funds and was in breach of our agreements that called for Glottech-USA to deliver one initial unit of the mechanical ultrasound technology. We further alleged that Glottech-USA was financially insolvent and unable to fulfill its promises to us.

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

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

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

On October 1, 2012, we entered into a license agreement and a sales agency agreement with GD Glottech, regarding GD Glottech International’s proprietary and patented mechanical ultrasound technology for use in water purification in the process of separation of salt and other minerals from lithium bearing brine produced from oil and gas operations. The license agreement and sales agency agreement expands and replaces all prior agreements among our company, GD Glottech International and Glottech-USA, LLC regarding our rights to use and sell the mechanical ultrasound technology, included in our letter of intent dated November 18, 2011, and our option agreement dated August 14, 2012.

Pursuant to the sales agency agreement we were appointed as sales agent for the patented mechanical ultrasound technology within Canada. Our appointment is exclusive within the field of non petro-chemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we agreed to issue to GD Glottech International 2,000,000 common shares of our capital stock, which obligation has been satisfied through the transfer to GD Glottech International of 2,000,000 shares held by our officer and director, Alexander Walsh. It was the explicit intention of the parties that this share transfer fulfills the prior obligations of Alexander Walsh and our company with respect to the option contemplated in the March and November 2011 agreements with Glottech-USA. We will receive a royalty in respect of sales of the technology secured by us. The term of the initial agreement will be for 5 years with the possibility of extension if sales targets are achieved.

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

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

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

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

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

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

On October 22, 2012, the Court of Common Pleas in Chester County, Pennsylvania, granted our motion to amend our complaint against Glottech-USA to add claims for fraud and damages reflective of the malfeasance which we allege against Glottech-USA and its officers.

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

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

GD Glottech International immediately filed a motion to quash Glottech-USA’s motion and for sanctions against the law firm that filed the motion. We also filed a motion, seeking disqualification of the law firm that purported to represent Glottech-USA on the basis that the new management for Glottech-USA had fired the law firm and, as such, the law firm no longer had authority to represent Glottech-USA.

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

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

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

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

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

Loan Agreements with JDF Capital Inc.

$250,000 Loan of September 2013

On September 16, 2013, we entered into a securities purchase agreement with JDF Capital Inc., pursuant to which JDF provided us with an aggregate investment of $250,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. On July 16, 2014, we issued 9,713,996 common shares at a deemed price of $0.039 per share for the warrants cashless exercise.

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$250,000 Loan of October 2013

On October 15, 2013, we entered into a securities purchase agreement with JDF, pursuant to which JDF provided us with an aggregate investment of $250,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. On August 8, 2014, we issued 8,904,569 common shares at a deemed price of $0.0369 per share for the warrants cashless exercise.

$220,000 Loan

On March 3, 2014, we entered into a securities purchase agreement with JDF, pursuant to which JDF provided us with an aggregate investment of $220,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JDF an original issue discount 10% convertible promissory note of $220,000 due September 3, 2014 and convertible into common shares on a cashless basis at a price per share of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $440,000.

In addition on March 3, 2014, we issued an aggregate of 4,000,000 warrants to JDF in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.05 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

• On September 3, 2014 we issued 500,000 common shares in conversion of $5,000 payable pursuant to the note.

• On September 4, 2014 we issued 583,333 common shares in full cashless exercise of 100,000 of the 4,000,000 warrants issued in connection with the note.

• On September 15, 2014 we issued 5,584,185 common shares in conversion of $28,200 payable pursuant to the note.

• On September 24, 2014 we issued 9,090,909 common shares in conversion of $25,000 payable pursuant to the note.

• On October 2, 2014, we issued 4,545,455 common shares in conversion of $12,500 payable pursuant to the note.

• On October 13, 2014, we issued 10,681,818 common shares in conversion of $23,500 payable pursuant to the note.

• On October 20, 2014, we issued 11,111,111 common shares in conversion of $20,000 payable pursuant to the note.

• On October 21, 2014, we issued 10,000,000 common shares in conversion of $15,000 payable pursuant to the note.

• On October 27, 2014, we issued 20,000,000 common shares in conversion of $30,000 payable pursuant to the note.

• On November 3, 2014, we issued 17,391,304 common shares in conversion of $20,000 payable pursuant to the note.

As at the date of this report $54,000 remains payable pursuant to the note.

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$500,000 Loan

On March 15, 2014, we entered into a securities purchase agreement with JDF, pursuant to which JDF provided us with an aggregate investment of $500,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JDF a 10% original issue discount convertible promissory note of $550,000 due September 15, 2015 and convertible into common shares on a cashless basis at a price per share of 35% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The note bears interest, in arrears, at a rate per annum equal to fifteen percent (15%) accruing on a semi-annual basis commencing March 15, 2014 in cash or restricted shares of the Company’s common stock, par value $0.001 per share at the option of the holder. The fair value of the note at issuance was $846,154. During the year ended June 30, 2014, an interest expense of $24,063 was accrued in respect of the note.

In addition on March 15, 2014, we issued an aggregate of 18,333,333 warrants to JDF in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 and expire after a term of three years. In the case that after six months there is no registration statement available for the resale of our common shares from exercising of these warrants, the warrants may be exercised on a cashless basis at a price as set out in the warrant.

• On September 23, 2014, we issued 1,818,181 common shares in conversion of $5,000 payable pursuant to this note.

• On October 3, 2014, we issued 10,000,000 common shares in conversion of $25,000 payable pursuant to this note.

• On October 6, 2014, we issued 10,000,000 common shares in conversion of $25,000 payable pursuant to this note.

• On October 7, 2014, we issued 11,000,000 common shares in conversion of $24,200 payable pursuant to this note.

• On October 13, 2014, we issued 13,636,363 common shares in conversion of $30,000 payable pursuant to this note.

• On October 21, 2014, we issued 20,000,000 common shares in conversion of $29,000 payable pursuant to this note.

• On October 31, 2014, we issued 15,000,000 common shares in conversion of $17,250 payable pursuant to this note.

• On November 10, 2014, we issued 19,809,523 common shares in conversion of $20,800 payable pursuant to this note.

As at the date of this report $373,750 of the note and the full amount of the warrants remain unconverted and outstanding.

Loan Agreement with JMJ Financial

On February 13, 2013, we entered into a securities purchase agreement with JMJ Financial. Pursuant to the terms of the agreement, our company will also enter into a convertible promissory note in the principal amount of $1,100,000 (for consideration of up to $1,000,000), of which $100,000 shall be paid to our company upon closing of the convertible promissory note and a common stock purchase warrant for the purchase of up to 540,540 shares of our common stock at an exercise price of $0.185 for a period of five years. The convertible promissory note shall have a maturity date of February 13, 2016. The remainder of the convertible debenture can be drawn down on by mutual agreement from JMJ Financial and our company. As at the date of this report we have made the following issuances of common stock in conversion of the February 13, 2013 note:

• On August 13, 2013 we issued 1,585,714 common shares in conversion of $163,693 payable pursuant to the note.

• On November 11, 2013, we issued 1,387,500 common shares in conversion of $81,846 payable pursuant to the note.

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• On December 4, 2013, we issued 1,435,345 common shares in conversion of $81,846 payable pursuant to the note.

• On January 6, 2014 we issued 2,553,681 common shares in conversion of $81,846 payable pursuant to the note.

• On February 14, 2014 we issued 2,000,000 common shares in conversion of $62,921 payable pursuant to the note.

• On March 3, 2014 we issued 1,902,344 common shares in conversion of $62,921 payable pursuant to the note.

• On June 10, 2014 we issued 1,600,000 common shares in conversion of $47,752 payable pursuant to the note.

• On June 27, 2014 we issued 1,700,000 common shares in conversion of $44,171 payable pursuant to the note.

• On July 16, 2014 we issued 1,800,000 common shares in conversion of $70,200 payable pursuant to the note.

• On August 1, 2014 we issued 1,062,687 common shares in conversion of $39,000 payable pursuant to the note.

• On September 3, 2014 we issued 3,000,000 common shares in conversion of $30,000 payable pursuant to the note.

• On September 11, 2014 we issued 5,599,010 common shares in conversion of $28,275 payable pursuant to the note.

• On October 22, 2014 we issued 19,000,000 common shares in conversion of $27,550 payable pursuant to the note.

• On November 6, 2014 we issued 19,900,000 common shares in conversion of $20,895 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $184,655 unconverted and payable pursuant to the note.

On August 20, 2014, we issued an aggregate of 3,200,066 common shares for the conversion of 1,666,667 warrants at a deemed exercise price of $0.01675 for warrant issued on December 10, 2013.

Loan Agreement with LG Capital Funding, LLC

On February 27, 2014, we entered into a securities purchase agreement with LG Capital Funding, LLC, pursuant to which LG Capital provided our company with an aggregate investment of $75,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued LG Capital a convertible promissory note with 10% interest due February 27, 2015 and convertible into common shares on a cashless basis at a price of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $150,000. As at the date of this report we have made the following issuances of common stock in conversion of the February 27, 2014 note:

• On September 29, 2014, we issued 6,047,749 common shares in conversion of $19,051 payable pursuant to the note.

• On October 27, 2014, we issued 22,008,309 common shares in conversion of $34,113 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $24,711 unconverted and payable pursuant to the note.

Loan Agreement with St. George Investments LLC

On February 28, 2014, we entered into a securities purchase agreement with St. George Investments LLC, pursuant to which St. George Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued St. George Investments a convertible promissory note of $125,500 including 15% prepaid interest due August 28, 2015 and convertible into common shares on a cashless basis at a price of 50% of the lower of lowest closing bid price of our common shares during the prior 20 trading days prior to 1) the date of the purchase agreement or 2) the day of the notice for conversion. The fair value of the note at issuance was $200,000. As at the date of this report we have made the following issuances of common stock in conversion of the February 28, 2014 note:

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• On September 10, 2014, we issued 1,538,462 common shares in conversion of $10,000 payable pursuant to the note.

• On September 23, 2014, we issued 3,846,154 common shares in conversion of $12,500 payable pursuant to the note.

• On October 9, 2014, we issued 6,666,667 common shares in conversion of $15,000 payable pursuant to the note.

• On October 16, 2014, we issued 7,317,073 common shares in conversion of $15,000 payable pursuant to the note.

• On October 24, 2014, we issued 8,823,529 common shares in conversion of $15,000 payable pursuant to the note.

• On October 31, 2014, we issued 12,500,000 common shares in conversion of $15,000 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $43,000 unconverted and payable pursuant to the note.

In addition, we issued an aggregate of 1,481,481 warrants to St. George Investments in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.0675 and expire after a term of five years.

Loan Agreement with Vista Capital Investments, LLC

On February 28, 2014, we entered into a securities purchase agreement with Vista Capital Investments, LLC, pursuant to which Vista Capital provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Vista Capital a convertible promissory note of $110,000 with 12% interest due September 1, 2014 and convertible into common shares on a cashless basis at a price of the lesser of $0.075 or 50% of the lowest bid price of our common shares during the prior 25 consecutive trading days prior the delivery of any related conversion notice. The fair value of the note at issuance was $220,000. As at the date of this report, we have made the following issuances of common stock in conversion of the February 28, 2014 note:

• On September 23, 2014, we issued 10,000,000 common shares in conversion of $27,500 payable pursuant to the note.

• On October 27, 2014, we issued 15,000,000 common shares in conversion of $21,750 payable pursuant to the note.

• On November 3, 2014, we issued 15,000,000 common shares in conversion of $17,250 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $33,500 unconverted and payable pursuant to the note.

In addition, we issued warrants to purchase an aggregate of 10,312,500 common shares of our company to Vista Capital in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 during the period beginning August 28, 2014 and ending August 28, 2019. In the case that our common share closing price is greater than $0.06 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant.

On August 20, 2014, we issued an aggregate of 18,113,654 common shares for the cashless conversion of warrants issued on February 28, 2014.

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Loan Agreement with Union Capital, LLC

On March 3, 2014, we entered into a securities purchase agreement with Union Capital, LLC, pursuant to which Union provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Union a convertible promissory note of $50,000 with 10% interest due March 5, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the February 28, 2014 note:

• On September 8, 2014, we issued 1,106,273 common shares in conversion of $10,510 payable pursuant to the note.

• On September 11, 2014, we issued 2,607,721 common shares in conversion of $15,777 payable pursuant to the note.

• On September 12, 2014, we issued 2,869,240 common shares in conversion of $15,781 payable pursuant to the note.

• On September 15, 2014, we issued 1,914,321 common shares in conversion of $10,529 payable pursuant to the note.

As at November 11, 2014, there remains no principal balance unconverted and payable pursuant to the note.

Loan Agreement with Iconic Holdings, LLC

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

• On September 12, 2014, we issued 9,900,990 common shares in conversion of $50,000 payable pursuant to the note.

• On October 23, 2014, we issued 5,882,353 common shares in conversion of $10,000 payable pursuant to the note.

As at November 11, 2014, there remains a principal balance of $40,000 unconverted and payable pursuant to the note.

Loan Agreement with Adar Bays, LLC

On March 3, 2014, we entered into a securities purchase agreement with Adar Bays, LLC, pursuant to which Adar provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Adar a convertible promissory note of $50,000 with 10% interest due March 4, 2015 and convertible into common shares on a cashless basis at a price per share of 50% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

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• On September 4, 2014, we issued 909,091 common shares in conversion of $10,000 payable pursuant to the note.

• On September 11, 2014, we issued 1,652,893 common shares in conversion of $10,250 payable pursuant to the note.

• On September 17, 2014, we issued 1,414,141 common shares in conversion of $7,000 payable pursuant to the note.

• On September 23, 2014, we issued 1,477,873 common shares in conversion of $4,655 payable pursuant to the note.

• On September 29, 2014, we issued 5,000,000 common shares in conversion of $15,750 payable pursuant to the note.

• On October 27, 2014, we issued 3,345,769 common shares in conversion of $5,353 payable pursuant to the note.

As at November 11, 2014, there remains no principal balance unconverted and payable pursuant to the note.

Loan Agreement with Black Mountain Equities, Inc.

On March 3, 2014, we entered into a securities purchase agreement with Black Mountain Equities, Inc., pursuant to which Black Mountain provided our company with an aggregate investment of $100,000 in consideration of our issuance of original issue discount convertible promissory notes and common share purchase warrants. We issued Black Mountain a convertible promissory note of $115,000 with 15% prepaid interest due April 1, 2015 and convertible into common shares on a cashless basis at the lesser price per share of $0.06 or 50% of the lowest trade price of our common shares during the prior 20 trading days immediately preceding the delivery of any related conversion notice. The fair value of the note at issuance was $230,000.

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

• On October 22, 2014, we issued 22,713,104 common shares in conversion of $30,000 payable pursuant to the note.

As at November 11, 2014, there remains a principal balance of $85,000 unconverted and payable pursuant to the note.

In addition on March 3, 2014, we issued an aggregate of 1,666,666 warrants to Black Mountain in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 and expire after a term of five years. In the case that our common share closing price is greater than $0.06 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant. As at the date of this report, we have made the following issuances of common stock in exercise of the March 3, 2014 warrants:

• On August 5, 2014, we issued 20,645,463 common shares for the exercise of 1,083,333 warrants.

• On September 25, 2014, we issued 10,946,967 common shares for the exercise of 583,333 warrants.

As at November 11, 2014, there remains no warrants remaining pursuant to the securities purchase agreement.

Loan Agreement with Centaurian Fund

On February 28, 2014, we entered into a securities purchase agreement with Centaurian Fund, pursuant to which Centaurian provided our company with an aggregate investment of $50,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued Centaurian a convertible promissory note with 15% interest due August 28, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 28, 2014 or of a notice to convert during the 20 trading days preceding the delivery of any related conversion notice. The fair value of the note at issuance was $100,000. In addition, we issued warrants to purchase an aggregate of 5,156,250 common shares of our company to Centaurian in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $0.06 and expire after a term of six months. In the case that our common share closing price is greater than $0.06 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant.

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

• On September 10, 2014, we issued 6,734,235 common shares in conversion of $37,375 payable pursuant to the note and accrued interest.

• On September 16, 2014, we issued 3,810,301 common shares in conversion of $20,320 payable pursuant to the note.

As at November 11, 2014, there remains a balance of $17,055 unconverted and payable pursuant to the note.

Loan Agreement with JSJ Investments Inc.

On February 23, 2014, we entered into a securities purchase agreement with JSJ Investments Inc., pursuant to which JSJ Investments provided our company with an aggregate investment of $100,000 in consideration of our issuance of convertible promissory notes and common share purchase warrants. We issued JSJ Investments a convertible promissory note with 12% interest due August 27, 2014 and convertible into common shares on a cashless basis at a price of the lower of 50% of the average of the three lowest bids on the 20 trading days before February 27, 2014 or of a notice to convert during the twenty trading days preceding the delivery of any related conversion notice. The fair value of the note at issuance was $200,000.

• On August 29, 2014, we issued 10,390,546 common shares in conversion of $105,984 payable pursuant to the note.

As at November 11, 2014, there remains no balance unconverted and payable pursuant to the note.

From July 1, 2014 to November 11, 2014, we issued an aggregate of 493,681,606 common shares of our company to 11 people on reliance on the exemption from registration for accredited investors contained in Rule 506 of Regulation D 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.

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Item 6. Exhibits

Exhibit	Description
Number
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporations (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*	Certificate of Amendment dated October 17, 2014
3.6	Articles of Merger dated November 17, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 7, 2010)
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)
(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)
(10)	Material Contracts
10.1	Assignment Agreement between our company and Lithium Exploration VIII Ltd. dated December 16, 2010 (incorporated by reference to our Current Report on Form 8-K filed on January 10, 2011)
10.2	Letter Agreement between our company and Glottech-USA, LLC dated March 17, 2011 (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2011)
10.3	Securities Purchase Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.4	Registration Rights Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.5	12% Senior Convertible Debenture between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.6	Escrow Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.7	Guaranty and Pledge Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.8	Common Stock Purchase Warrant between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.9	12% Senior Convertible Debenture between our company and Hagen Investments Ltd. dated July 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 13, 2011)
10.10	Common Stock Purchase Warrant between our company and Hagen Investments Ltd. dated July 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 13, 2011)
10.11	Letter Agreement between our company and Glottech-USA, LLC dated November 18, 2011 (incorporated by reference to our Current Report on Form 8-K filed on November 21, 2011)
10.12	Securities Purchase Agreement between our company and Hagen Investments Ltd. dated March 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2012)

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Exhibit	Description
Number
10.13	Debenture between our company and Hagen Investments Ltd. dated March 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2012)
10.14	Debenture between our company and Hagen Investments Ltd. dated May 15, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 18, 2012)
10.15	Option Agreement between our company and GD Glottech International, Limited dated August 14, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 5, 2012)
10.16	Amendment Agreement between our company and Hagen Investments Ltd. dated September 17, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 18, 2012)
10.17	License Agreement between our company and GD Glottech-International Ltd. dated October 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 10, 2012)
10.18	Sales Agreement between our company and GD Glottech International Ltd. dated October 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 10, 2012)
10.19	Certificate of Designation, Series A Preferred Convertible Stock (incorporated by reference to our Current Report on Form 8-K filed on October 29, 2012)
10.20	Share Exchange Agreement between our company and Alexander Walsh dated October 18, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 29, 2012)
10.21	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)
10.22	Securities Purchase Agreement between our company and JDF Capital Inc. dated February 19, 2013 (incorporated by reference to our Current Report on Form 8-K filed on February 25, 2013)
10.23	Rule 10b5-1 Sales Plan, Client Representations, and Sales Instructions (incorporated by reference to our Current Report on Form 8-K filed on March 15, 2013)
10.24	Letter of Agreement between our company and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) dated June 11, 2013 (incorporated by reference to our Current Report on Form 8-K filed on June 14, 2013)
10.25	Convertible Debenture Agreement between our company and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) dated July 29, 2013 (incorporated by reference to our Current Report on Form 8-K filed on August 5, 2013)
10.26	Unanimous Shareholders and Management Agreement among Alta Disposal Ltd., Excel Petroleum Ltd. and Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) dated October 18, 2013 2013 (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
10.27	Subscription Agreement dated October 18, 2013 between Alta Disposal Ltd. and 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)
10.28	Operating Agreement dated July 9, 2013 between Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) and Valeura Energy Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
10.29	Gross Overriding Royalty Agreement dated June 30, 2013 between Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) and Vincent Murphy. (incorporated by reference to our Current Report on Form 8- K filed on October 24, 2013)
10.30	Assignment Agreement dated October 31, 2013 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on December 30, 2013)
10.31	Consulting Agreement dated January 1, 2014 between our company and International Compass, LLC (incorporated by reference to our Current Report on Form 8-K filed on January 16, 2014)
10.32	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)
10.33	Securities Purchase Agreement dated as of February 23, 2014 between our company and JSJ Investments Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.34	Form of Convertible Promissory Note between our company and JSJ Investments 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 JSJ Investments Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.36	Securities Purchase Agreement dated as of February 27, 2014 between our company and Centaurian Fund. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)

77

Exhibit	Description
Number
10.37	Form of Convertible Promissory Note between our company and Centaurian Fund (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.38	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)
10.39	Securities Purchase Agreement dated as of February 27, 2014 between our company and LG Capital Funding, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.40	Form of Convertible Promissory Note between our company and LG Capital Funding, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.41	Securities Purchase Agreement dated as of February 28, 2014 between our company and St. George Investments LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.43	Form of Convertible Promissory Note between our company and St. George Investments LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.44	Form of Common Stock Purchase Warrant between our company and St. George Investments LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.45	Securities Purchase Agreement dated as of February 28, 2014 between our company and Vista Capital Investments, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.45	Form of Convertible Promissory Note between our company and Vista Capital Investments, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.46	Form of Common Stock Purchase Warrant between our company and Vista Capital Investments, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.47	Securities Purchase Agreement dated as of March 3, 2014 between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.48	Form of Convertible Promissory Note between our company and Union Capital, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.49	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)
10.50	Securities Purchase Agreement dated as of March 3, 2014 between our company and Iconic Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.51	Form of Convertible Promissory Note between our company and Iconic Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.52	Form of Common Stock Purchase Warrant between our company and Iconic Holdings, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.53	Securities Purchase Agreement dated as of March 3, 2014 between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.54	Form of Convertible Promissory Note between our company and Adar Bays, LLC (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.55	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)
10.56	Securities Purchase Agreement dated as of March 3, 2014 between our company and Black Mountain Equities, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.57	Form of Convertible Promissory Note between our company and Black Mountain Equities, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.58	Form of Common Stock Purchase Warrant between our company and Black Mountain Equities, Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.59	Securities Purchase Agreement dated as of March 3, 2014 among our company, Alta Disposal Ltd., and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.60	Form of Convertible Promissory Note among Alta Disposal Ltd. and 514742 B.C. Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.61	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)
10.62	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)
10.63	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)

78

Exhibit	Description
Number
10.64	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)
10.65	Securities Purchase Agreement dated as of March 1, 2014 between Alta Disposal Ltd. and Tero Oilfield Services Ltd. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.66	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)
10.67	Consulting Agreement with Brandon Colker dated April 28, 2014 (incorporated by reference to our Annual Report on Form 10-K filed on October 14, 2014)
10.68	2014 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.69	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.70	Form of Stock Grant Agreement (incorporated by reference to our Current Report on Form 8-K filed on August 6, 2014)
10.71	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)
10.72	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)
10.73	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)
10.74	General Security Agreement dated July 22, 2014 between Alta Disposal Ltd. and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on August 7, 2014)
10.75*	Consultant Agreement dated May 30, 2014 between our company and Robert Gomer.
10.76*	Consultant Agreement dated August 1, 2014 between our company and TEN Associates LLC.
10.77*	Amending Agreement dated October 22, 2014 between International Compass, LLC and our company.
(14)	Code of Ethics
14.1	Code of Ethics (Incorporated by reference to our Annual Report on Form 10-KSB on September 28, 2007)
(20)	Other Documents or Statements to Security Holders
20.1*	Financial Statements of Tero Oilfield Services as at September 30, 2014
(21)	Subsidiaries of the Registrant
21.1	Alta Disposal Ltd., an Alberta, Canada corporation (wholly-owned)
21.2	Tero Oilfield Services Ltd., an Alberta, Canada corporation (50% owned)
(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.

79

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.
	(Registrant)
Date: November 19, 2014	/s/Alexander Walsh
	Alexander Walsh
	President, Chief Executive Officer, Secretary, Treasurer
	and Director
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

80

EX-3.5

EX-10.75

EX-10.76

Consultant Agreement

This agreement dated August 1, 2014 is made by and between Lithium Exploration Group, Inc., whose address is 3800 North Central Avenue, Suite 820, Phoenix, AZ 85012 referred to as "Company", and TEN Associates LLC, whose address is 1681O East Avenue of the Fountains, Suite 224, Fountain Hills, AZ 85268, referred to as "Consultant."

RECITALS

WHEREAS, Company desires to retain Consultant to provide advice relative to corporate and business services for a period of two months from the date of this Agreement; and

WHEREAS, the Company recognizes that the Consultant is not in the business of stock brokerage, investment advice, activities which require registration under either the Securities Act of 1933 (hereinafter "the Act") or the Securities and Exchange Act of 1934 (hereinafter "the Exchange Act"), underwriting, banking, is not an insurance Company, nor does it offer services to the Company which may require regulation under federal or state securities laws; and

WHEREAS, Consultant has agreed to perform consulting work for the Company in providing general corporate and business consulting services and other related activities as directed by the Company;

NOW, THEREFORE, the parties hereby agree as follows:

1. Consultant's Services. The company hereby retains the consultant to perform the services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers of the company concerning matters relating to the business of the Company.

2. Consideration. Company shall pay Consultant 2,000,000 restricted common shares in lieu of monetary compensation and Company agrees all shares shall be deemed to have fully been earned by Consultant as of the date of this agreement.

3. Piggyback Registration Rights. If the Company proposes to register any equity securities under the Securities Act, whether for its own account or for the account of other security holders, or both, on each such occasion, the Company will give written notice to Consultant, no less than fifteen (15) business days prior to the anticipated filing date, of its intention to do so and to register any of Consultant's registerable securities. The Company will cause the registerable securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by the Consultant of such registerable securities so registered.

4. indepern:ient Contractor. Nothing herein shall be construed to create an employer- employee relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold herself out as an employee of the Company.

5. Confidentiality. The Consultant agrees that any information received by the Consultant during any furtherance of the Consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the Consultant in full confidence and will not be revealed to any other persons, firms or organizations.

6. Term. This Agreement shall commence on the above date and shall terminate six months thereafter, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. This Agreement shall automatically renew for an additional Four (4) month term on the same terms and conditions as set forth herein by giving notice to Company of such intent to renew on or before termination.

7.Miscellaneous.

7.1 Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.

7.2 Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

7.3 Governing Law, Severabi!ity. This Agreement shall be governed by the laws of the State of Arizona. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision.

WHEREFORE, the parties have executed this Agreement as of the date first written above.

Lithium Exploration Group, Inc.

By:

Alex Walsh, CEO

TEN Associates LLC

By:

Thomas Nelson, President

EX-10.77

THIS AMENDING AGREEMENT is effective as of the 22nd day of October, 2014.

BETWEEN:

LITHIUM EXPLORATION GROUP, INC., with an office at 3800 North Central Avenue, Suite 820, Phoenix, Arizona, 85012.

(the “Company”)

AND:

INTERNATIONAL COMPASS, LLC with an address at P.O. Box 80936, Phoenix, Arizona 85060.

(the “Contractor”)

WHEREAS:

A.	the Company and the Contractor have previously entered into a consulting agreement on January 1, 2014 (the “Consulting Agreement”); and
B.	the Company and the Contractor wish to make certain amendments to the provisions of the Consulting Agreement.

NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in consideration for the premises and mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is also hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows:

1.	All capitalized terms not otherwise defined herein shall have the meanings set out in the Consulting Agreement, as applicable.
2.	Section 3.1 of the Consulting Agreement is deleted in its entirety and replaced with the following:

Compensation. The Contractor shall receive payment of USD$12,000 per month, payable on the 1st of every month for the term of this Agreement, as compensation for providing the Services pursuant to the terms of this Agreement (the “Compensation”) and an additional aggregate of USD$30,000 payable as of October 22, 2014 (the “Bonus”). The Compensation will, at the sole discretion of the Company, be paid in cash and/or common shares of the Company registered with the Securities and Exchange Commission on Form S-8 (the “Compensation Shares”). Any Compensation Shares issued shall be issued to the Contractor on a going forward, monthly basis provided that this Agreement remains in force at such time and has not been terminated by the parties hereto. The Bonus will also be paid in common shares of the Company registered with the Securities and Exchange Commission on Form S-8 (the “Bonus Shares”). The number of any Compensation Shares and Bonus Shares issued to the Contractor shall be based on the volume weighted average trading close price of the Company’s common shares in the five (5) trading days immediately preceding the applicable dates upon which the Compensation Shares or the Bonus Shares become due. The Compensation Shares, if any, shall be registered to “Bryan Kleinlein”.

3. Section 4.1 of the Consulting Agreement is deleted in its entirety and replaced with the following:

2

Effective Date. This Agreement shall become effective as of January 1, 2014 (the “Effective Date”), and shall continue for a period of 10 months thereafter (the “Term”) or until earlier terminated pursuant to the terms of this Agreement.

4.	In all other respects the terms and conditions of the Consulting Agreement shall continue in full force and effect and the parties hereby agrees and confirms that the Consulting Agreement is in good standing and each of the parties hereto is not in default of any of its obligations under the Consulting Agreement.
5.	Each of the parties hereto agrees to do and/or execute all such further and other acts, deeds, things, devices, documents and assurances as may be required in order to carry out the true intent and meaning of this Amending Agreement.
6.	This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their successors and permitted assigns, as the case may be.
7.	This Amending Agreement may be executed in counterparts and by electronic or facsimile transmission, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

IN WITNESS WHEREOF, the parties hereto have executed this Amending Agreement as of the day and year first above written.

LITHIUM EXPLORATION GROUP, INC.

Per:

                   Name: Alexander Walsh

                   Title: President and Director

INTERNATIONAL COMPASS, LLC

Per:

                   Name: Bryan Kleinlein

                   Title: President

EX-20.1

Tero Oilfield Services Ltd.
Condensed Financial Statements
September 30, 2014 and 2013

Tero Oilfield Services Ltd.
Condensed Balance Sheets
		September		June 30,
		30, 2014		2014
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	34,858	$	21,208
Accounts receivable, net		312,283		202,359
Other current assets		19,493		20,376
Total current assets		366,634		243,943
Property and equipment, net		396,302		427,712
TOTAL ASSETS	$	762,936	$	671,655
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		94,267	$	71,174
Current maturities of long-term debt		87,846		91,925
Due to shareholders		45,387		47,494
Total current liabilities		227,500		210,593
Notes payable, less current maturities		274,220		286,952
Asset retirement obligations		259,132		271,164
TOTAL LIABILITIES		760,852		768,709
SHAREHOLDERS’ EQUITY (DEFICIT)		2,084		(97,054	)
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY (DEFICIT)	$	762,936	$	920,447

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

2

Tero Oilfield Services Ltd.
Condensed Statements of Income and Shareholders’ Equity (Deficit)
		For the Three Months Ended
		September 30,
		2014			2013
REVENUE	$	406,358		$	293,069
COST OF GOODS SOLD		163,460			207,235
Gross profit		242,898			85,834
OPERATING EXPENSES:
Selling and marketing		2,063			2,102
Depreciation		21,751			24,215
General and administrative		106,599			112,751
TOTAL OPERATING EXPENSES		130,413			139,068
Operating income (loss)		112,485			(53,234	)
OTHER INCOME (EXPENSES):
Interest expense, net		(5,639	)		(2,396	)
TOTAL OTHER EXPENSES		(5,639	)		(2,396	)
Earnings (loss) before income taxes		106,846			(55,630	)
Provision for income taxes		10,000			--
NET INCOME (LOSS)		96,846			(55,630	)
Other Comprehensive Income:
Cumulative translation adjustment		2,292			(205	)
COMPREHENSIVE INCOME (LOSS)	$	99,138		$	(55,835	)
SHAREHOLDERS’ EQUITY (DEFICIT):
Shareholders’ equity (deficit) – Beginning of period	$	(97,054	)	$	13,716
Net income (loss)		96,846			(55,630	)
Cumulative Translation Adjustment		2,292			(205	)
Shareholders’ equity (deficit) – End of period	$	2,084		$	(42,119	)

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

3

Tero Oilfield Services Ltd.
Condensed Statements of Cash Flows

		For the Three Months Ended
		September 30,
		2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	96,846		$	(55,630	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		21,751			24,215
Changes in operating assets and liabilities:
Short-term investments		--			(1,870	)
Accounts receivable		(109,923	)		(103,246	)
Other current assets		883			2,651
Accounts payable and accrued liabilities		23,093			43,254
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES		32,650			(90,626	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(8,920	)		(3,475	)
NET CASH USED IN INVESTING ACTIVITIES		(8,920	)		(3,475	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt retired		--			(3,706	)
NET CASH USED IN FINANCING ACTIVITIES		--			(3,706	)
Effects of currency translation on cash and cash equivalents		(10,080	)		4,165
NET INCREASE (DECREASE) IN CASH		13,650			(93,642	)
CASH AT BEGINNING OF PERIOD		21,208			56,138
CASH (BANK OVERDRAFT) AT END OF PERIOD	$	34,858		$	(37,504	)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest	$	--		$	--
Income taxes	$	--		$	--
NON-CASH INVESTING AND FINANCING
ACTIVITIES:	$	--		$	--

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

4

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Tero Oilfield Services Ltd, Inc. (“the Company”, “Tero”) was incorporated in the State of Alberta on January 31, 1997.

Tero Oilfield Services Ltd., an energy services company, provides specialized services to upstream oil and natural gas companies operating in the Western Canadian Sedimentary Basin. Through the exploration and production of oil and gas a significant regular stream of waste is generated by the oil and gas producers. The oil and gas producers are required to dispose of this waste in an environmentally approved manner as stipulated by Alberta Energy, Alberta’s energy regulator.

The Company assists upstream oil and natural gas companies with the disposal fluids and solids and/or treatment of by-products. To dispose of liquid wastes, oil and gas producers are required to inject them into approved permitted injection wells. An injection well disposes of the waste fluids deep into the ground into porous rock formations outside of known oil and gas production zones and well as underground aquifers. The company owns and operates a full Class 1B liquid and sold oilfield waste handling facility in Wardlow, Alberta, Canada. This class of well is approved for the disposal of produced water, specific common oilfield waste streams and waste streams meeting specific criteria.

On August 20, 2012, the Company entered into a letter of intent with Lithium Exploration Group, Inc. (Lithium) pursuant to which Tero agreed to sell to 75% of its issued and outstanding common shares of Lithium in exchange for an aggregate of $1,500,000 Canadian.

On March 1, 2014, Alta Disposal Ltd. (Alta), a wholly-owned subsidiary of Lithium, completed a share purchase agreement with Tero and Garry Hofmann, the sole shareholder of Tero. Pursuant to the agreement, Mr. Hofmann agreed to sell and Lithium agreed to purchase 50% of the issued and outstanding common shares of Tero in exchange for an aggregate of $1,000,000 Canadian.

Lithium has been granted an option to acquire an additional 25% of the shares in Tero for $500,000 Canadian by February 28, 2015.

5

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

Basis of Presentation

The accompanying condensed financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

These interim financial statements as of and for the three months ended September 30, 2014 and 2013 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 months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any future period. All references to September 30, 2014 and 2013 in these footnotes are unaudited.

The condensed balance sheet as of June 30, 2014 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For the purpose of the statement of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less at date of acquisition to be cash equivalents.

Short-Term Investments

The Company invests excess cash in GST accounts with maturities typically at one year.

6

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

Accounts Receivable

Accounts receivable arise in the normal course of business and are reported net of an allowance for doubtful accounts. The allowance is based on management’s estimate of the uncollectible trade accounts receivable based on historical collection experience and management’s evaluation of the collectability of outstanding accounts receivable. Contractual terms and payment history determine when receivables are delinquent. The Company evaluated its accounts receivable at September 30, 2014 and did not record an allowance for doubtful accounts because of the assurance of collectability of those receivables. The Company’s allowance for doubtful accounts at September 30, 2013 was $1,601.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. If the sum of the expected future undiscounted cash flow is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the asset. There were no impairment losses taken for the three months ended September 30, 2014 and 2013.

Revenue Recognition

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 was not delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

The Company generates revenue by handling waste generated by oil and gas producers in the area. Specifically, the waste streams handled by the Company can be classified into the following categories:

• Fluids Disposal -Fluid disposal consists of the disposal of rig tank and workover water, produced water and frac water.
• Solids Disposal-Solid waste is produced in drilling, production, well servicing, and vessel cleaning. It is generally brought to waste disposal facilities mixed with liquids is then separated, tested, dewatered, then sent to a landfill for disposal.
• Oil Skimming-Through a process of heating and the use of various chemicals, the Company processes oilfield waste to separate to solids, water and oil. The oil is stored on site temporarily until sufficient volumes are accumulated to be shipped through pipeline.

7

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

Asset Retirement Obligation

The liability for the fair value of environmental and site restoration obligations are recorded when the obligations are incurred and the fair value can be reasonably estimated. The obligations are normally incurred at the time the related assets are brought into production. The fair value of the obligation is based on the estimated cash flows required to settle the obligations discounted using an estimate of the Company's financing rate. The fair value of the obligations is recorded as a liability with the same amount recorded as an increase in capitalized costs. The amounts included in capitalized costs are amortized using an amortization rate of 10%. The liability is adjusted for accretion expense representing the increase in the fair value of the obligations due to the passage of time.

Cost of Goods Sold

Cost of goods sold for the quarters ended September 30, 2014 and 2013 consisted of the following:

		2014		2013
Fuel & oil disposal	$	22,399	$	11,507
Insurance		10,697		10,042
Repairs and maintenance		32,236		91,520
Skim oil processing fees		12,929		8,040
Solids processing		55,984		30,680
Subcontract trucking		9,063		10,112
Utilities		6,533		9,059
Other		13,619		36,275
TOTAL COST OF GOODS SOLD	$	163,460	$	207,235

Advertising

The Company expenses the costs associated with advertising when incurred. Advertising expense totaled $2,063 and $2,102 for the quarters ended September 30, 2014 and 2013, respectively.

Foreign currency translation

The Company’s reporting is the US Dollar and the functional currency is Canadian Dollars. The accounts of the Company are maintained using the local currency (Canadian Dollar) as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are deferred as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. 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.

8

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

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. From inception to September 30, 2014, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

NOTE 2 – CONCENTRATIONS OF CREDIT RISK

The Company maintains cash balances in bank deposit accounts which, at times, may exceed Canadian federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risks associated with these accounts. There was no excess of the deposit liabilities over the amounts covered by federal insurance at September 30, 2014 and 2013.

The Company grants credit to its customers throughout Canada and generally do not require collateral. Consequently, the company’s ability to collect the amounts due from customers is affected by economic fluctuations in the oil and gas industry.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable at September 30, 2014 and June 30, 2014 consisted of the following:

		September		June 30,
		30, 2014		2014
Accounts receivable	$	312,283	$	202,359
Less allowance for doubtful accounts		--		-
	$	312,283	$	202,359

9

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2014 and June 30, 2014 consisted of the following:

		September			June 30, 2014
		30, 2014
Vehicles	$	365,277		$	382,238
Disposal wells		497,053			520,131
Machinery and equipment		957,800			992,992
		1,820,130			1,895,361
Less accumulated depreciation		(1,423,828	)		(1,467,649	)
Net book value	$	396,302		$	427,712

Depreciation expense for property and equipment was $21,751 and $24,215 for the quarters ended September 30, 2014 and 2013.

NOTE 5 – INCOME TAXES

The Company is treated as a Canadian controlled private corporation for federal and provincial taxes. Earnings (losses) before income taxes were $106,846 and $(55,630) for the quarters ending September 30, 2014 and 2013.

Tax Rate Reconciliation	2014		2013
Federal statutory rate	38.0 %		38.0 %
Statutory deductions	(23.9	)	38.0
Provincial statutory rate, net of federal tax benefit	.5		--
Effective tax rate	14.6 %		-- %

Provision for Income Taxes		2014		2013
Federal	$	9,425	$	--
Provincial		575		--
Total	$	10,000	$	--

NOTE 5 – SHAREHOLDER ADVANCES

Shareholder advances consisted of $45,387 and $47,494 at September 30, 2014 and June 30, 2014, respectively. The advances do not bear interest, have a specified due date or require collateral.

10

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

NOTE 6 – LONG-TERM DEBT

Long-Term Debt at September 30, 2014 and June 30, 2014 consisted of the following:

		September			June 30,
		30, 2014			2014
Note for share redemption payable in annual installments of $95,087 with the first installment due on March 1, 2014 including accrued interest at 2%.	$	362,066		$	378,877
Less current maturities		(87,846	)		(91,925	)
	$	274,220		$	286,952

Future principal payments on the note payable are scheduled as follows:

Year Ending September 30,

		2014
2015	$	87,846
2016		89,588
2017		91,394
2018		93,238
2019		--
	$	362,066

NOTE 7 – ASSET RETIREMENT OBLIGATION

The Company owns and operates a full Class 1B liquid and solid oilfield waste handling facility in Wardlow, Alberta, Canada. Annual inspections are performed by the Waste Management and Liability Management Departments of the Alberta Energy Regulator (AER). AER requires the Company to secure Letters of Credit or make deposits equal to the estimated costs of well and surface facility abandonment and reclamation.

		September			June 30,
		30, 2014			2014
Asset retirement obligation at beginning of year	$	287,260		$	259,667
Accretion expense		--			-
Change due to foreign currency translation		(28,128	)		11,497
Asset retirement obligation	$	259,132		$	271,164

11

Tero Oilfield Services Ltd.
Notes to Condensed Financial Statements
September 30, 2014 and 2013

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Litigation

The Company is not involved in any litigation and Management is not aware of any outstanding contingencies.

Leases and Obligations

The Company entered into a surface easement lease for road usage through an agreement dated September 27, 1997 and amended on April 28, 2005 which permits use of 5.432 acres for $2,420 per year. The lease is renewed annually.

The Company has obtained Letters of Credit from its bank to satisfy its legal obligations to remediate well and surface abandonment as explained in Note 7. The outstanding balances of the Letters of Credit were $259,132 and $271,164 at September 30, 2014 and June 30, 2014, respectively.

NOTE 9 – MAJOR CUSTOMERS AND VENDORS

The Company has four customers that represent approximately 65% of its revenue for the quarters ended September 30, 2014. The Company has six customers that represent approximately 80% of its accounts receivable at September 30, 2014. The Company is not reliant on any specific vendor for its equipment purchases and can establish additional relationships with minimal disruption.

12

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander Walsh, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Lithium Exploration Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 19, 2014

/s/ Alexander Walsh

Alexander Walsh

President, Secretary, Treasurer and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bryan A. Kleinlein, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Lithium Exploration Group, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 19, 2014

/s/ Bryan A. Kleinlein

Bryan A. Kleinlein

Chief Financial Officer

(Principal Financial Officer and Principal Accounting

Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander Walsh, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Lithium Exploration Group, Inc. for the period ended September 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lithium Exploration Group, Inc.

Dated: November 19, 2014

/s/ Alexander Walsh

Alexander Walsh

President, Secretary, Treasurer and Director

(Principal Executive Officer)

Lithium Exploration Group, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Lithium Exploration Group, Inc. and will be retained by Lithium Exploration Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bryan A. Kleinlein, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Lithium Exploration Group, Inc. for the period ended September 30, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lithium Exploration Group, Inc.

Dated: November 19, 2014

/s/ Bryan A. Kleinlein

Bryan A. Kleinlein

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Lithium Exploration Group, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Lithium Exploration Group, Inc. and will be retained by Lithium Exploration Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Schedule of Stockholders' Equity Warrants Activity (Details) (USD $)	3 Months Ended
	Sep. 30, 2014 Y
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 1	$ 5,133,750
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 2	0.180
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 3	4.71
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 4	61,151,358
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 5	0.062
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 6	2.63
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 7	(5,468,571)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 8	0.182
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 9	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 10	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 11	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 12	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 13	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 14	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 15	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 16	60,816,537
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 17	0.061
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 18	2.62
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 19	21,103,571
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 20	0.088
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 21	4.84
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 22	(20,227,315)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 23	0.065
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 24	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 25	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 26	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 27	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 28	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 29	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 30	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 31	$ 61,692,793
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 32	0.097
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 33	3.48

XML

Loan Receivable (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Loan Receivable 1	$ 20,000
Loan Receivable 2	333.34
Loan Receivable 3	10.00%
Loan Receivable 4	5.00%
Loan Receivable 5	20,000
Loan Receivable 6	$ 20,000

XML

Significant Accounting Policies (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Significant Accounting Policies 1	51.00%
Significant Accounting Policies 2	$ 177,820
Significant Accounting Policies 3	69,732
Significant Accounting Policies 4	0
Significant Accounting Policies 5	$ 0
Significant Accounting Policies 6	0.8922
Significant Accounting Policies 7	0.91804
Significant Accounting Policies 8	0.9367
Significant Accounting Policies 9	0.9341
Significant Accounting Policies 10	100.00%

XML

Schedule of Financial Results, Tero Oilfield Services Ltd. (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 1	$ 443,905
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 2	406,358
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 3	(327,188)
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 4	(299,512)
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 5	116,717
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 6	106,846
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 7	(10,924)
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 8	(10,000)
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 9	105,793
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 10	96,846
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 11	52,897
Investment In Affiliate Schedule Of Financial Results, Tero Oilfield Services Ltd. 12	$ 48,423

XML

Schedule of Summary of Convertible Promissory Note (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 1	$ 461,754
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 2	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 3	(147,469)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 4	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 5	314,285
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 6	200,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 7	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 8	(200,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 9	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 10	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 11	150,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 12	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 13	(36,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 14	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 15	114,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 16	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 17	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 18	(90,250)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 19	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 20	9,750
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 21	200,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 22	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 23	(45,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 24	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 25	155,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 26	220,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 27	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 28	(55,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 29	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 30	165,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 31	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 32	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 33	(100,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 34	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 35	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 36	200,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 37	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 38	(100,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 39	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 40	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 41	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 42	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 43	(94,810)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 44	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 45	5,190
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 46	230,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 47	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 48	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 49	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 50	230,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 51	440,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 52	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 53	(109,812)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 54	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 55	330,188
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 56	846,154
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 57	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 58	(7,692)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 59	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 60	838,462
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 61	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 62	461,538
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 63	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 64	461,538
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 65	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 66	153,846
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 67	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 68	153,846
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 69	3,247,908
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 70	615,384
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 71	(986,033)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 72	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 73	2,877,259
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 74	2,797,850
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 75	1,934,881
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 76	450,057
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 77	942,378
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 78	450,057
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 79	942,378
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 80	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 81	$ 0

XML

Capital Stock

3 Months Ended

Sep. 30, 2014

Capital Stock [Text Block]

3.    Capital Stock

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.

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

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

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

On October 17, 2014, the Company amended its Articles of Incorporation, which amendment was filed with the Nevada Secretary of State on October 17, 2014, to increase the authorized capital of its common shares from 500,000,000 common shares, par value $0.001 to 2,000,000,000 common shares, par value $0.001. The Company’s authorized capital consists of 2,000,000,000 common shares and 100,000,000 preferred shares, all with a par value of $0.001.

Share Issuances

Common Stock Issuance

For the period ended September 30, 2014:

On July 1, 2014, the Company issued 199,557 common shares at a market price of $0.05 per share for consulting fees.

On July 4, 2014, the Company issued 541,517 common shares at a market price of $0.06 per share for consulting fees.

On July 9, 2014, the Company issued 9,713,996 common shares at a deemed price of $0.01 per share for warrants exercise of $117,962 (Note 6).

On July 16, 2014, the Company issued 1,800,000 common shares at a deemed price of $0.002 per share for promissory note and interest conversion of $46,769 (Note 6).

On July 30, 2014, the Company issued 18,113,654 common shares at a deemed price of $0.02 per share for warrants exercise of $386,433 (Note 6).

On August 1, 2014, the Company issued 1,062,687 common shares at a deemed price of $0.02 per share for promissory note and interest conversion of $25,000 (Note 6).

On August 1, 2014, the Company issued 245,232 common shares at a market price of $0.04 per share for consulting fees.

On August 5, 2014, the Company issued 20,645,463 common shares at a deemed price of $0.002 per share for warrants exercise of $41,244 (Note 6).

On August 8, 2014, the Company issued 8,904,569 common shares at a deemed price of $0.02 per share for warrants exercise of $136,555 (Note 6).

On August 12, 2014, the Company issued 3,200,066 common shares at a deemed price of $0.02 per share for warrants exercise of $59,953 (Note 6).

On August 28, 2014, the Company issued 10,390,546 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $205,984 (Note 6).

On September 1, 2014, the Company issued 350,195 common shares at a market price of $0.03 per share for consulting fees.

On September 1, 2014, the Company issued 1,167,316 common shares at a market price of $0.03 per share for consulting fees.

On September 3, 2014, the Company issued 3,000,000 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $42,135 (Note 6).

On September 3, 2014, the Company issued 500,000 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $9,717 (Note 6).

On September 4, 2014, the Company issued 909,091 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 4, 2014, the Company issued 583,333 common shares at a deemed price of $0.003 per share for warrants exercise of $2,322 (Note 6).

On September 8, 2014, the Company issued 1,106,273 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,510 (Note 6).

On September 10, 2014, the Company issued 6,734,235 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $62,375 (Note 6).

On September 10, 2014, the Company issued 1,538,462 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 11, 2014, the Company issued 2,607,721 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $30,777 (Note 6).

On September 11, 2014, the Company issued 5,599,010 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $39,712 (Note 6).

On September 11, 2014, the Company issued 1,652,893 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,000 (Note 6).

On September 12, 2014, the Company issued 9,900,990 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $100,000 (Note 6).

On September 12, 2014, the Company issued 2,869,240 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $30,781 (Note 6).

On September 15, 2014, the Company issued 5,584,158 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $54,804 (Note 6).

On September 15, 2014, the Company issued 1,914,321 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $20,529 (Note 6).

On September 15, 2014, the Company issued 10,946,967 common shares at a deemed price of $0.002 per share for warrants exercise of $22,207 (Note 6).

On September 16, 2014, the Company issued 3,810,301 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $40,447 (Note 6).

On September 17, 2014, the Company issued 1,414,141 common shares at a deemed price of $0.005 per share for promissory note and interest conversion of $14,000 (Note 6).

On September 23, 2014, the Company issued 1,477,873 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $9,311 (Note 6).

On September 23, 2014, the Company issued 3,846,154 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $25,000 (Note 6).

On September 23, 2014, the Company issued 1,818,181 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $7,692 (Note 6).

On September 23, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $55,000 (Note 6).

On September 24, 2014, the Company issued 9,090,909 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $48,585 (Note 6).

On September 29, 2014, the Company issued 6,047,749 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $37,050 (Note 6).

On September 29, 2014, the Company issued 5,000,000 common shares at a deemed price of $0.003 per share for promissory note and interest conversion of $31,500 (Note 6).

As at September 30, 2014, 16,061,592 (June 30, 2014 - 13,557,775) were issued to directors and officers of the Company. 18,516,037 (June 30, 2014 - 18,516,037) were issued to independent investors. 872,375 (June 30, 2014 - 872,375) were issued for mining expenses. 768,840 (June 30, 2014 - 768,840) were issued for related party consulting expenses. 948,604 (June 30, 2014 - 948,604) were issued for investor relation expenses. 200,000 (June 30, 2014 - 200,000) were issued for debt settlement. 43,001,127 (June 30, 2014 - 43,001,127) were issued for debenture and interest conversion. 1,028,113 (June 30, 2014 - 1,028,113) were issued for exercise of warrants attached to convertible debentures. 120,940,746 (June 30, 2014 - 21,265,811) were issued for promissory note and interest conversions. 81,307,589 (June 30, 2014 - 9,193,541) were issued for exercise of warrants attached to convertible promissory notes. 954,461 (June 30, 2014 - 954,461) were issued for note payable conversion. 2,000,000 (June 30, 2014 - 2,000,000) were issued for a mining option settlement. 20,000,000 (June 30, 2014 - 20,000,000) were issued for the conversion of Series A Convertible Preferred shares. 59,645,434 (June 30, 2014 - 59,645,434) were issued for the conversion of Series B Convertible Preferred shares. The Company has no stock option plan, warrants or other dilutive securities, other than warrants issued to acquire 37,959,395 shares of the Company regarding convertible promissory notes (Note 6).

On January 3, 2014, the Company entered into a convertible debt settlement agreement with one investor. Pursuant to the terms of the agreement, the investor acquired 1,134,500 convertible Series B Preferred Shares to extinguish the balance of convertible debts with an aggregate principal amount of $1,134,500. The conversion price of the Series B Preferred Shares shall be the lower of 50% of the lowest reported sale price of the common stock for the 20 trading days immediately prior to (i) the closing date of the applicable convertible debt instrument of the Corporation from which the applicable Series B Preferred Shares were converted, or (ii) 50% of the lowest reported sale price for the 20 days prior to the conversion date of the Series B Preferred Shares.

As at June 30, 2014, all of the Series B Preferred Shares issued on the January 3, 2014 debt settlement agreement were converted into 59,645,434 common shares of the Company for a total fair value of $3,639,623 of which a gain of $331,127 was recorded.

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Schedule of Financial Position, Tero Oilfield Services Ltd. (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 1	$ 38,888
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 2	34,858
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 3	370,129
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 4	331,776
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 5	442,115
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 6	396,302
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 7	851,132
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 8	762,936
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 9	253,799
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 10	227,500
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 11	595,007
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 12	533,352
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 13	848,806
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 14	760,852
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 15	5
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 16	5
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 17	2,321
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 18	2,079
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 19	2,326
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 20	2,084
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 21	85,132
Investment In Affiliate Schedule Of Financial Position, Tero Oilfield Services Ltd. 22	$ 762,936

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Convertible Promissory Notes (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014 D Y M
Convertible Promissory Notes 1	$ 1,100,000
Convertible Promissory Notes 2	100,000
Convertible Promissory Notes 3	1,000,000
Convertible Promissory Notes 4	675,000
Convertible Promissory Notes 5	675,000
Convertible Promissory Notes 6	67,500
Convertible Promissory Notes 7	67,500
Convertible Promissory Notes 8	742,500
Convertible Promissory Notes 9	742,500
Convertible Promissory Notes 10	109,375
Convertible Promissory Notes 11	419,272
Convertible Promissory Notes 12	11,461,697
Convertible Promissory Notes 13	14,164,584
Convertible Promissory Notes 14	314,286
Convertible Promissory Notes 15	5.00%
Convertible Promissory Notes 16	171.61%
Convertible Promissory Notes 17	0.25
Convertible Promissory Notes 18	70.00%
Convertible Promissory Notes 19	20
Convertible Promissory Notes 20	1,060,714
Convertible Promissory Notes 21	5,977
Convertible Promissory Notes 22	7,409
Convertible Promissory Notes 23	100,000
Convertible Promissory Notes 24	12.00%
Convertible Promissory Notes 25	1220.64%
Convertible Promissory Notes 26	50.00%
Convertible Promissory Notes 27	20
Convertible Promissory Notes 28	50.00%
Convertible Promissory Notes 29	20
Convertible Promissory Notes 30	200,000
Convertible Promissory Notes 31	105,984
Convertible Promissory Notes 32	0
Convertible Promissory Notes 33	10,390,546
Convertible Promissory Notes 34	0
Convertible Promissory Notes 35	50,000
Convertible Promissory Notes 36	15.00%
Convertible Promissory Notes 37	268.24%
Convertible Promissory Notes 38	100,000
Convertible Promissory Notes 39	57,697
Convertible Promissory Notes 40	0
Convertible Promissory Notes 41	10,544,536
Convertible Promissory Notes 42	0
Convertible Promissory Notes 43	18,500
Convertible Promissory Notes 44	1,667
Convertible Promissory Notes 45	75,000
Convertible Promissory Notes 46	10.00%
Convertible Promissory Notes 47	1303.72%
Convertible Promissory Notes 48	180
Convertible Promissory Notes 49	50.00%
Convertible Promissory Notes 50	20
Convertible Promissory Notes 51	150,000
Convertible Promissory Notes 52	19,050
Convertible Promissory Notes 53	0
Convertible Promissory Notes 54	6,047,749
Convertible Promissory Notes 55	0
Convertible Promissory Notes 56	1,425
Convertible Promissory Notes 57	2,500
Convertible Promissory Notes 58	125,500
Convertible Promissory Notes 59	15.00%
Convertible Promissory Notes 60	100,000
Convertible Promissory Notes 61	227.33%
Convertible Promissory Notes 62	50.00%
Convertible Promissory Notes 63	20
Convertible Promissory Notes 64	200,000
Convertible Promissory Notes 65	22,500
Convertible Promissory Notes 66	0
Convertible Promissory Notes 67	5,384,616
Convertible Promissory Notes 68	0
Convertible Promissory Notes 69	3,750
Convertible Promissory Notes 70	5,000
Convertible Promissory Notes 71	110,000
Convertible Promissory Notes 72	10,000
Convertible Promissory Notes 73	100,000
Convertible Promissory Notes 74	12.00%
Convertible Promissory Notes 75	781.10%
Convertible Promissory Notes 76	0.075
Convertible Promissory Notes 77	50.00%
Convertible Promissory Notes 78	25
Convertible Promissory Notes 79	220,000
Convertible Promissory Notes 80	27,500
Convertible Promissory Notes 81	0
Convertible Promissory Notes 82	10,000,000
Convertible Promissory Notes 83	0
Convertible Promissory Notes 84	5,657
Convertible Promissory Notes 85	7,543
Convertible Promissory Notes 86	50,000
Convertible Promissory Notes 87	10.00%
Convertible Promissory Notes 88	1303.72%
Convertible Promissory Notes 89	180
Convertible Promissory Notes 90	50.00%
Convertible Promissory Notes 91	20
Convertible Promissory Notes 92	100,000
Convertible Promissory Notes 93	52,596
Convertible Promissory Notes 94	0
Convertible Promissory Notes 95	8,497,555
Convertible Promissory Notes 96	0
Convertible Promissory Notes 97	100,000
Convertible Promissory Notes 98	12.00%
Convertible Promissory Notes 99	1220.64%
Convertible Promissory Notes 100	50.00%
Convertible Promissory Notes 101	20
Convertible Promissory Notes 102	200,000
Convertible Promissory Notes 103	50,000
Convertible Promissory Notes 104	0
Convertible Promissory Notes 105	9,900,990
Convertible Promissory Notes 106	0
Convertible Promissory Notes 107	2,000
Convertible Promissory Notes 108	4,000
Convertible Promissory Notes 109	50,000
Convertible Promissory Notes 110	10.00%
Convertible Promissory Notes 111	1303.72%
Convertible Promissory Notes 112	180
Convertible Promissory Notes 113	50.00%
Convertible Promissory Notes 114	20
Convertible Promissory Notes 115	100,000
Convertible Promissory Notes 116	47,405
Convertible Promissory Notes 117	0
Convertible Promissory Notes 118	10,453,998
Convertible Promissory Notes 119	0
Convertible Promissory Notes 120	43
Convertible Promissory Notes 121	1,667
Convertible Promissory Notes 122	115,000
Convertible Promissory Notes 123	15,000
Convertible Promissory Notes 124	100,000
Convertible Promissory Notes 125	15.00%
Convertible Promissory Notes 126	361.67%
Convertible Promissory Notes 127	0.06
Convertible Promissory Notes 128	50.00%
Convertible Promissory Notes 129	20
Convertible Promissory Notes 130	230,000
Convertible Promissory Notes 131	4,313
Convertible Promissory Notes 132	5,750
Convertible Promissory Notes 133	220,000
Convertible Promissory Notes 134	20,000
Convertible Promissory Notes 135	200,000
Convertible Promissory Notes 136	12.00%
Convertible Promissory Notes 137	1220.64%
Convertible Promissory Notes 138	50.00%
Convertible Promissory Notes 139	20
Convertible Promissory Notes 140	440,000
Convertible Promissory Notes 141	58,200
Convertible Promissory Notes 142	0
Convertible Promissory Notes 143	15,175,067
Convertible Promissory Notes 144	0
Convertible Promissory Notes 145	4,400
Convertible Promissory Notes 146	8,800
Convertible Promissory Notes 147	550,000
Convertible Promissory Notes 148	50,000
Convertible Promissory Notes 149	500,000
Convertible Promissory Notes 150	15.00%
Convertible Promissory Notes 151	207.18%
Convertible Promissory Notes 152	35.00%
Convertible Promissory Notes 153	20
Convertible Promissory Notes 154	846,154
Convertible Promissory Notes 155	5,000
Convertible Promissory Notes 156	0
Convertible Promissory Notes 157	1,818,181
Convertible Promissory Notes 158	0
Convertible Promissory Notes 159	20,438
Convertible Promissory Notes 160	30
Convertible Promissory Notes 161	24,063
Convertible Promissory Notes 162	600,000
Convertible Promissory Notes 163	12.00%
Convertible Promissory Notes 164	230.27%
Convertible Promissory Notes 165	300,000
Convertible Promissory Notes 166	65.00%
Convertible Promissory Notes 167	65.00%
Convertible Promissory Notes 168	20
Convertible Promissory Notes 169	923,077
Convertible Promissory Notes 170	6,990
Convertible Promissory Notes 171	100,000
Convertible Promissory Notes 172	12.00%
Convertible Promissory Notes 173	219.75%
Convertible Promissory Notes 174	65.00%
Convertible Promissory Notes 175	65.00%
Convertible Promissory Notes 176	20
Convertible Promissory Notes 177	153,846
Convertible Promissory Notes 178	1,514
Convertible Promissory Notes 179	540,540
Convertible Promissory Notes 180	0.185
Convertible Promissory Notes 181	263,158
Convertible Promissory Notes 182	0.190
Convertible Promissory Notes 183	297,619
Convertible Promissory Notes 184	0.168
Convertible Promissory Notes 185	400,000
Convertible Promissory Notes 186	0.125
Convertible Promissory Notes 187	334,821
Convertible Promissory Notes 188	0.224
Convertible Promissory Notes 189	1,666,667
Convertible Promissory Notes 190	0.0600
Convertible Promissory Notes 191	714,285
Convertible Promissory Notes 192	0.0700
Convertible Promissory Notes 193	3,809,524
Convertible Promissory Notes 194	0.0525
Convertible Promissory Notes 195	2,777,778
Convertible Promissory Notes 196	0.090
Convertible Promissory Notes 197	3,703,704
Convertible Promissory Notes 198	0.068
Convertible Promissory Notes 199	1,111,111
Convertible Promissory Notes 200	0.090
Convertible Promissory Notes 201	5,156,250
Convertible Promissory Notes 202	180
Convertible Promissory Notes 203	0.060
Convertible Promissory Notes 204	1,481,481
Convertible Promissory Notes 205	0.0675
Convertible Promissory Notes 206	10,312,500
Convertible Promissory Notes 207	0.0600
Convertible Promissory Notes 208	941,619
Convertible Promissory Notes 209	0.0531
Convertible Promissory Notes 210	2,000,000
Convertible Promissory Notes 211	0.0500
Convertible Promissory Notes 212	941,619
Convertible Promissory Notes 213	0.0531
Convertible Promissory Notes 214	1,666,666
Convertible Promissory Notes 215	0.0600
Convertible Promissory Notes 216	4,000,000
Convertible Promissory Notes 217	0.0500
Convertible Promissory Notes 218	18,333,333
Convertible Promissory Notes 219	0.0600
Convertible Promissory Notes 220	16,800,000
Convertible Promissory Notes 221	0.0400
Convertible Promissory Notes 222	4,303,571
Convertible Promissory Notes 223	0.2800
Convertible Promissory Notes 224	669,682
Convertible Promissory Notes 225	1,126,054
Convertible Promissory Notes 226	709,074
Convertible Promissory Notes 227	58,966
Convertible Promissory Notes 228	938,833
Convertible Promissory Notes 229	1,732,432
Convertible Promissory Notes 230	1,267,156
Convertible Promissory Notes 231	199,917
Convertible Promissory Notes 232	634,669
Convertible Promissory Notes 233	162,401
Convertible Promissory Notes 234	2,777,778
Convertible Promissory Notes 235	9,713,996
Convertible Promissory Notes 236	0.01
Convertible Promissory Notes 237	15,276
Convertible Promissory Notes 238	10,312,500
Convertible Promissory Notes 239	18,113,654
Convertible Promissory Notes 240	0.02
Convertible Promissory Notes 241	108,275
Convertible Promissory Notes 242	1,083,333
Convertible Promissory Notes 243	20,645,463
Convertible Promissory Notes 244	0.002
Convertible Promissory Notes 245	10,725
Convertible Promissory Notes 246	3,703,704
Convertible Promissory Notes 247	8,904,569
Convertible Promissory Notes 248	0.01
Convertible Promissory Notes 249	41,112
Convertible Promissory Notes 250	1,666,667
Convertible Promissory Notes 251	3,200,066
Convertible Promissory Notes 252	0.02
Convertible Promissory Notes 253	20,000
Convertible Promissory Notes 254	100,000
Convertible Promissory Notes 255	583,333
Convertible Promissory Notes 256	0.003
Convertible Promissory Notes 257	1,490
Convertible Promissory Notes 258	583,333
Convertible Promissory Notes 259	10,946,967
Convertible Promissory Notes 260	0.002
Convertible Promissory Notes 261	5,777
Convertible Promissory Notes 262	404,937
Convertible Promissory Notes 263	2,832,989
Convertible Promissory Notes 264	2,255,791
Convertible Promissory Notes 265	2,650,532
Convertible Promissory Notes 266	3
Convertible Promissory Notes 267	1
Convertible Promissory Notes 268	18
Convertible Promissory Notes 269	6
Convertible Promissory Notes 270	492,321
Convertible Promissory Notes 271	$ 412,447

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Mineral Property Costs (Narrative) (Details)	3 Months Ended
	Sep. 30, 2014 USD ($) D ha	Sep. 30, 2014 CAD
Mineral Property Costs 1	50.00%	50.00%
Mineral Property Costs 2	3,900	3,900
Mineral Property Costs 3	1,500,000	1,500,000
Mineral Property Costs 4	$ 1,000,000
Mineral Property Costs 5	50.00%	50.00%
Mineral Property Costs 6	100,000
Mineral Property Costs 7	200,000
Mineral Property Costs 8		54,624
Mineral Property Costs 9	57,901
Mineral Property Costs 10	200,000	200,000
Mineral Property Costs 11	3.70
Mineral Property Costs 12	740,000
Mineral Property Costs 13	797,901
Mineral Property Costs 14	100.00%	100.00%
Mineral Property Costs 15	90,000
Mineral Property Costs 16	90,000
Mineral Property Costs 17		40,000
Mineral Property Costs 18		60,000
Mineral Property Costs 19		100,000
Mineral Property Costs 20		300,000
Mineral Property Costs 21		50,000
Mineral Property Costs 22		100,000
Mineral Property Costs 23		20,000
Mineral Property Costs 24		80,000
Mineral Property Costs 25	15.00%	15.00%
Mineral Property Costs 26	15.00%	15.00%
Mineral Property Costs 27		80,000
Mineral Property Costs 28	75.00%	75.00%
Mineral Property Costs 29		100,000
Mineral Property Costs 30	95,008
Mineral Property Costs 31		20,000
Mineral Property Costs 32	19,164
Mineral Property Costs 33		80,000
Mineral Property Costs 34	75,844
Mineral Property Costs 35		106,667
Mineral Property Costs 36	101,125
Mineral Property Costs 37	26,667
Mineral Property Costs 38		3,058
Mineral Property Costs 39	2,899
Mineral Property Costs 40		80,000
Mineral Property Costs 41	75,844
Mineral Property Costs 42		3,058
Mineral Property Costs 43	2,899
Mineral Property Costs 44		83,058
Mineral Property Costs 45	78,743
Mineral Property Costs 46	954,461	954,461
Mineral Property Costs 47	$ 0.0825
Mineral Property Costs 48	25,000
Mineral Property Costs 49	75,000
Mineral Property Costs 50	180	180
Mineral Property Costs 51	700,000
Mineral Property Costs 52	10	10
Mineral Property Costs 53	2,000,000	2,000,000
Mineral Property Costs 54	1.00
Mineral Property Costs 55	2,000,000	2,000,000
Mineral Property Costs 56	4,940,000
Mineral Property Costs 57	2,000,000	2,000,000
Mineral Property Costs 58	2.00
Mineral Property Costs 59	150,000
Mineral Property Costs 60	15,000
Mineral Property Costs 61	2,000,000	2,000,000
Mineral Property Costs 62	25	25
Mineral Property Costs 63	20,000
Mineral Property Costs 64	$ 30,000

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Schedule of Investment in Unconsolidated Affiliate (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Investment In Affiliate Schedule Of Investment In Unconsolidated Affiliate 1	$ 924,753
Investment In Affiliate Schedule Of Investment In Unconsolidated Affiliate 2	48,423
Investment In Affiliate Schedule Of Investment In Unconsolidated Affiliate 3	$ 973,176

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Related Party Transactions (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Related Party Transactions 1	$ 36,000
Related Party Transactions 2	61,000
Related Party Transactions 3	45,332
Related Party Transactions 4	$ 45,332

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Going Concern and Liquidity Considerations (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Going Concern And Liquidity Considerations 1	$ 1,413,007
Going Concern And Liquidity Considerations 2	3,279,889
Going Concern And Liquidity Considerations 3	40,703,255
Going Concern And Liquidity Considerations 4	$ 40,821,871

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Significant Accounting Policies

3 Months Ended

Sep. 30, 2014

Significant Accounting Policies [Text Block]

2.     Significant Accounting Policies

Basis of presentation and consolidation

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

These interim financial statements as of and for the three months ended September 30, 2014 and 2013 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 months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending June 30, 2015 or for any future period. All references to September 30, 2014 and 2013 in these footnotes are unaudited.

These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended June 30, 2014, included in the Company’s annual report on Form 10-K filed with the SEC on October 14, 2014.

The condensed balance sheet as of June 30, 2014 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Principal of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited condensed 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 $177,820 and $69,732 in cash and cash equivalents at September 30, 2014 and June 30, 2014, 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 30, 2014 and June 30, 2014, the Company had $Nil and $Nil, respectively, in deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid expenses

Prepaid expenses mainly consist of legal retainers and deposit for office lease. Legal retainers and deposit for office lease will be expensed in the period when services are completed.

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 and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

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

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.

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US 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.

No significant realized exchange gain or losses were recorded as September 30, 2014 and June 30, 2014.

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; 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 balance sheets. 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 ended September 30, 2014 closing rate at 0.8922 CND$:US$, average rate at 0.91804 CND$: US$ and for year ended June 30, 2014 closing rate at 0.9367 CND$: US$ average rate at 0.9341 CND$: US$

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 at September 30, 2014 and June 30, 2014, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

The 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 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 Company vary greatly and are not predictable. The 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 values its warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. The Company revalue its warrants at the end of every period at fair value and record the difference in other income (expense) in the condensed consolidated statements of operations.

Convertible Debentures and Convertible Promissory Notes

The Company values its convertible debentures and convertible promissory notes with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-480-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, the Company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and ASC 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

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.

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.

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.

Investment in Unconsolidated Affiliate

Investments in affiliates that are not controlled by the Company, but over which it has significant influence, are accounted for using the equity method. The Company’s share of net income from its unconsolidated affiliate is reflected in the Consolidated Statements of Operations and Comprehensive Loss and Equity investment in Unconsolidated Affiliate.

Recent Accounting Pronouncements

FASB Statements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Updates ("ASUs") through ASU No. 2014-08 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

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Commitments and Contingencies (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014 D M
Commitments And Contingencies 1	24
Commitments And Contingencies 2	$ 120,000
Commitments And Contingencies 3	15,000
Commitments And Contingencies 4	10.00%
Commitments And Contingencies 5	10.00%
Commitments And Contingencies 6	5.00%
Commitments And Contingencies 7	5.00%
Commitments And Contingencies 8	12,000
Commitments And Contingencies 9	240,000
Commitments And Contingencies 10	10,000
Commitments And Contingencies 11	100,000
Commitments And Contingencies 12	35,000
Commitments And Contingencies 13	60
Commitments And Contingencies 14	25.00%
Commitments And Contingencies 15	62,500
Commitments And Contingencies 16	50,000
Commitments And Contingencies 17	$ 100,000

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Schedule of Changes in Fair Value of Financial Liabilities (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 1	$ 513,375
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 2	5,558,520
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 3	(588,375)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 4	(2,650,532)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 5	2,832,988
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 6	797,070
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 7	(766,675)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 8	(2,458,446)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 9	404,937
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 10	$ 2,458,446

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Condensed Consolidated Balance Sheets (USD $)	Sep. 30, 2014	Jun. 30, 2014
Current
Cash and cash equivalents	$ 177,820	$ 69,732
Receivable	22,272	26,419
Loan receivable	20,000	20,000
Prepaid expenses	2,886	21,862
Total current assets	222,978	138,013
Investment in unconsolidated affiliate	973,176	924,753
Total Assets	1,196,154	1,062,766
Current
Accounts payable and accrued liabilities	115,911	14,520
Derivative liability - convertible promissory notes	404,937	2,832,989
Due to related party	45,332	45,332
Convertible promissory notes (net of discount of $1,934,881 and $2,797,850)	942,378	450,057
Accrued interest - convertible promissory notes	127,427	75,004
Total Current Liabilities	1,635,985	3,417,902
Lithium Explorations Group, Inc. Stockholders' Deficit
Authorized: 100,000,000 preferred shares, $0.001 par value Issued and outstanding: Nil preferred shares (June 30, 2014 - Nil)	0	0
Capital stock Authorized: 2,000,000,000 (June 30, 2014 - 500,000,000) common shares, $0.001 par value Issued and outstanding: 366,244,918 common shares (June 30, 2014 - 191,958,118)	366,248	191,961
Additional paid-in capital	40,079,009	38,381,943
Accumulated other comprehensive loss	(7,633)	(5,769)
Accumulated deficit	(40,703,255)	(40,821,871)
Total Lithium Exploration Group, Inc. Stockholders' Deficit	(265,631)	(2,253,736)
Non-controlling interest	(174,200)	(101,400)
Total Deficit	(439,831)	(2,355,136)
Total Liabilities and Stockholders' Deficit	$ 1,196,154	$ 1,062,766

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Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows from Operating Activities
Net income (loss)	$ 45,816	$ (595,524)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income (loss) of unconsolidated affiliate	(48,423)	0
Common shares issued for consulting fees	87,000	82,167
Common shares issued for interest expenses	31,642	0
Interest expense	1,478,356	258,218
(Gain) loss on change in the fair value of derivative liability	(2,458,446)	23,152
Fair value of warrants issued	397,070	18,333
Changes in operating assets and liabilities:
Receivable	4,147	0
Prepaid expenses	18,976	2,412
Accrued interest	52,423	0
Accounts payable and accrued liabilities	101,391	816
Net cash used in operating activities	(290,048)	(210,426)
Cash Flows from Investing Activities
Deposit applied for acquisition of subsidiary	0	(343,740)
Net cash used in investing activities	0	(343,740)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes	400,000	425,000
Net cash provided by financing activities	400,000	425,000
Effect of foreign exchange	(1,864)	0
Increase (decrease) in cash and cash equivalents	108,088	(129,166)
Cash and cash equivalents - beginning of period	69,732	248,624
Cash and cash equivalents - end of period	177,820	119,458
Cash paid during the period for:
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Common stock issued for debt conversion	986,034	572,681
Transfer of beneficial conversion feature to fair value of note	215,385	0
Common stock issued on cashless exercise of warrants	$ 766,675	$ 0

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Subsequent Events (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Subsequent Events 1	240,964
Subsequent Events 2	$ 0.0064
Subsequent Events 3	4,545,455
Subsequent Events 4	$ 0.00275
Subsequent Events 5	10,000,000
Subsequent Events 6	$ 0.0025
Subsequent Events 7	10,000,000
Subsequent Events 8	$ 0.0025
Subsequent Events 9	11,000,000
Subsequent Events 10	$ 0.0022
Subsequent Events 11	6,666,667
Subsequent Events 12	$ 0.0058
Subsequent Events 13	13,636,363
Subsequent Events 14	$ 0.0022
Subsequent Events 15	10,681,818
Subsequent Events 16	$ 0.0022
Subsequent Events 17	7,317,073
Subsequent Events 18	$ 0.00205
Subsequent Events 19	11,111,111
Subsequent Events 20	$ 0.0018
Subsequent Events 21	10,000,000
Subsequent Events 22	$ 0.0015
Subsequent Events 23	20,000,000
Subsequent Events 24	$ 0.00145
Subsequent Events 25	7,630,987
Subsequent Events 26	$ 0.0038
Subsequent Events 27	19,000,000
Subsequent Events 28	$ 0.001450
Subsequent Events 29	5,882,353
Subsequent Events 30	$ 0.0042
Subsequent Events 31	8,823,529
Subsequent Events 32	$ 0.0017
Subsequent Events 33	22,008,309
Subsequent Events 34	$ 0.00155
Subsequent Events 35	20,000,000
Subsequent Events 36	$ 0.0015
Subsequent Events 37	3,345,769
Subsequent Events 38	$ 0.0016
Subsequent Events 39	22,713,104
Subsequent Events 40	$ 0.00145
Subsequent Events 41	15,000,000
Subsequent Events 42	$ 0.00145
Subsequent Events 43	15,000,000
Subsequent Events 44	$ 0.0027
Subsequent Events 45	12,500,000
Subsequent Events 46	$ 0.0027
Subsequent Events 47	15,000,000
Subsequent Events 48	$ 0.0028
Subsequent Events 49	17,391,304
Subsequent Events 50	$ 0.0028
Subsequent Events 51	19,900,000
Subsequent Events 52	$ 0.0028

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Commitments and Contingencies (Tables)

3 Months Ended

Sep. 30, 2014

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

Year ending June 30:
2015	$	31,996
2016		30,044
Total minimum payments required	$	62,040

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Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1	$ (45,816)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2	(16,036)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3	(87,000)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4	(30,450)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5	(31,642)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6	(11,075)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 7	(1,478,355)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 8	(517,425)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 9	2,061,376
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 10	721,482
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 11	418,562
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 12	146,497
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 13	(418,562)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 14	(146,497)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 15	0
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 16	0
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1		595,524
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2		1,208,433
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3		(82,167)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4		(28,758)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5		(258,218)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6		(90,376)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 7		41,485
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 8		14,520
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 9		296,624
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 10		103,818
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 11		(296,624)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 12		(103,818)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 13		0
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 14		$ 0

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Organization (Narrative) (Details)	3 Months Ended
	Sep. 30, 2014
Organization 1	1,617,437
Organization 2	51.00%
Organization 3	50.00%
Organization 4	20
Organization 5	50.00%
Organization 6	100.00%

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Organization

3 Months Ended

Sep. 30, 2014

Organization [Text Block]

1.    Organization

Lithium Exploration Group, Inc. (formerly Mariposa Resources, Ltd.) (the “Company”) was incorporated on May 31, 2006 in the State of Nevada, U.S.A. It is based in Scottsdale, Arizona, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

Effective November 30, 2010, the Company changed its name to “Lithium Exploration Group, Inc.,” by way of a merger with its wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

A wholly owned subsidiary, 1617437 Alberta Ltd. was incorporated in the province of Alberta, Canada on July 8, 2011. Effective October 2, 2013, the subsidiary changed its name to Alta Disposal Ltd.

On October 18, 2013, the Company acquired 51% interest in Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.).

On March 1, 2014, the Company acquired 50% interest in Tero Oilfield Services Ltd.

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.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Discount on convertible promissory notes	$ 1,934,881	$ 2,797,850
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued
Preferred Stock, Shares Outstanding
Common Stock, Shares Authorized	2,000,000,000	500,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	366,244,918	191,958,118
Common Stock, Shares, Outstanding	366,244,918	191,958,118

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Investment in Affiliate

3 Months Ended

Sep. 30, 2014

Investment in Affiliate [Text Block]

11. Investment in Affiliate

Tero Oilfield Services Ltd (“Tero”)

On March 1, 2014, the Company acquired a 50% interest in Tero Oilfield Services Ltd. (“Tero”), a private company, in exchange for an aggregate of CDN$1,000,680 (US$906,700).

The Company has been granted an option to acquire an additional 25% of the shares in Tero for $500,000 by February 28, 2015.

Summary financial results of Tero for the three months ended September 30, 2014 are as follows:

Operations
		CDN$			US$
Disposal Well Revenues	$	443,905		$	406,358
Operating expense		(327,188	)		(299,512	)
		116,717			106,846
Provision for Income Taxes		(10,924	)		(10,000	)
Net income	$	105,793		$	96,846
Equity in income of unconsolidated affiliate	$	52,897		$	48,423

Summary financial position for Tero as at September 30, 2014 follows:

Financial Position

		CDN$		US$
Cash	$	38,888	$	34,858
Other current assets		370,129		331,776
Property and equipment		442,115		396,302
Total Assets	$	851,132	$	762,936
Current liabilities	$	253,799	$	227,500
Long term debt		595,007		533,352
Total Liabilities		848,806		760,852
Capital stock		5		5
Retained earnings		2,321		2,079
Total Equity		2,326		2,084
Total Liabilities and Equity	$	851,32	$	762,936

Investment in unconsolidated affiliate:
Balance at June 30, 2014	$	924,753
Equity in income		48,423
Balance at September 30, 2014	$	973,176

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Document and Entity Information	3 Months Ended
	Sep. 30, 2014	Nov. 11, 2014
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Trading Symbol	lexg
Entity Registrant Name	Lithium Exploration Group, Inc.
Entity Central Index Key	0001375576
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		685,639,724
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

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Subsequent Events

3 Months Ended

Sep. 30, 2014

Subsequent Events [Text Block]

12. Subsequent Events

Issuances of Common Shares

On October 1, 2014, the Company issued 240,964 common shares at a market price of $0.0064 per share for consulting fees.

On October 2, 2014, the Company issued 4,545,455 common shares at a deemed price of $0.00275 per share for promissory note conversion.

On October 3, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.0025 per share for promissory note conversion.

On October 6, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.0025 per share for promissory note conversion.

On October 7, 2014, the Company issued 11,000,000 common shares at a deemed price of $0.0022 per share for promissory note conversion.

On October 9, 2014, the Company issued 6,666,667 common shares at a deemed price of $0.0058 per share for promissory note conversion

On October 13, 2014, the Company issued 13,636,363 common shares at a deemed price of $0.0022 per share for promissory note conversion.

On October 13, 2014, the Company issued 10,681,818 common shares at a deemed price of $0.0022 per share for promissory note conversion.

On October 16, 2014, the Company issued 7,317,073 common shares at a deemed price of $0.00205 per share for promissory note conversion.

On October 20, 2014, the Company issued 11,111,111 common shares at a deemed price of $0.0018 per share for promissory note conversion.

On October 21, 2014, the Company issued 10,000,000 common shares at a deemed price of $0.0015 per share for promissory note conversion.

On October 21, 2014, the Company issued 20,000,000 common shares at a deemed price of $0.00145 per share for promissory note conversion.

On October 22, 2014, the Company issued 7,630,987 common shares at a market price of $0.0038 per share for consulting fees.

On October 22, 2014, the Company issued 19,000,000 common shares at a deemed price of $0.001450 per share for promissory note conversion.

On October 23, 2014, the Company issued 5,882,353 common shares at a deemed price of $0.0042 per share for promissory note conversion.

On October 24, 2014, the Company issued 8,823,529 common shares at a deemed price of $0.0017 per share for promissory note conversion.

On October 27, 2014, the Company issued 22,008,309 common shares at a deemed price of $0.00155 per share for promissory note conversion.

On October 27, 2014, the Company issued 20,000,000 common shares at a deemed price of $0.0015 per share for promissory note conversion.

On October 27, 2014, the Company issued 3,345,769 common shares at a deemed price of $0.0016 per share for promissory note conversion.

On October 27, 2014, the Company issued 22,713,104 common shares at a deemed price of $0.00145 per share for promissory note conversion.

On October 27, 2014, the Company issued 15,000,000 common shares at a deemed price of $0.00145 per share for promissory note conversion.

On October 31, 2014, the Company issued 15,000,000 common shares at a deemed price of $0.0027 per share for promissory note conversion.

On October 31, 2014, the Company issued 12,500,000 common shares at a deemed price of $0.0027 per share for promissory note conversion.

On November 3, 2014, the Company issued 15,000,000 common shares at a deemed price of $0.0028 per share for promissory note conversion.

On November 4, 2014, the Company issued 17,391,304 common shares at a deemed price of $0.0028 per share for promissory note conversion.

On November 6, 2014, the Company issued 19,900,000 common shares at a deemed price of $0.0028 per share for promissory note conversion.

The Company has evaluated subsequent events from July 1, 2014, through the date of this report, and determined there are no other items to disclosed

XML

Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Revenue	$ 16,067	$ 0
Operating Expenses:
Mining	15,000	10,128
Selling, general and administrative	502,629	285,693
Total operating expenses	517,629	295,821
Loss from operations	(501,562)	(295,821)
Other income (expenses)
Interest expense	(1,562,421)	(258,218)
Gain (loss) on change in the fair value of derivative liability	2,458,446	(23,152)
Fair value of warrants issued	(397,070)	(18,333)
Equity in income of unconsolidated affiliate	48,423	0
Income (loss) before income taxes	45,816	(595,524)
Provision for Income Taxes	0	0
Net income (loss)	45,816	(595,524)
Less: Net loss attributable to the non-controlling interest	(72,800)	0
Net Income (Loss) attributable to Lithium Exploration Group, Inc. Common shareholders	118,616	(595,524)
Basic and Diluted Income (Loss) per Common Share	$ 0.00	$ (0.01)
Basic and Diluted Weighted Average Number of Common Shares Outstanding	253,441,532	60,190,254
Comprehensive income (loss):
Net income (loss)	45,816	(595,524)
Foreign currency translation adjustment	(1,864)	0
Comprehensive income (loss)	43,952	(595,524)
Comprehensive loss attributable to non-controlling interest	(72,800)	0
Comprehensive income (loss) attributable to Lithium Exploration Group, Inc.	$ 116,752	$ (595,524)

XML

Convertible Promissory Notes

3 Months Ended

Sep. 30, 2014

Convertible Promissory Notes [Text Block]

6.    Convertible Promissory Notes

Summary of convertible promissory note at September 30, 2014 and June 30, 2014 is as follows:

		June 30,		Fair value		Fair value			Fair value		September
		2014		issued		converted			repaid		30, 2014
February 13, 2013	$	461,754	$	-	$	(147,469	)	$	-	$	314,285
February 27, 2014		200,000		-		(200,000	)		-		-
February 27, 2014		150,000		-		(36,000	)		-		114,000
February 28, 2014		100,000		-		(90,250	)		-		9,750
February 28, 2014		200,000		-		(45,000	)		-		155,000
February 28, 2014		220,000		-		(55,000	)		-		165,000
March 3, 2014		100,000		-		(100,000	)		-		-
March 3, 2014		200,000		-		(100,000	)		-		100,000
March 3, 2014		100,000		-		(94,810	)		-		5,190
March 3, 2014		230,000		-		-			-		230,000
March 3, 2014		440,000		-		(109,812	)		-		330,188
March 15, 2014		846,154		-		(7,692	)		-		838,462
July 22, 2014		-		461,538		-					461,538
August 22, 2014		-		153,846		-					153,846
	$	3,247,908	$	615,384	$	(986,033	)	$	-	$	2,877,259
Less: Debt discount		2,797,850									1,934,881
Net Convertible promissory Note		450,057									942,378
Current portion	$	450,057								$	942,378
Long term portion	$	-								$	-

On February 13, 2013, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $1,100,000, at an issuance discount of $100,000 ; resulting in $1,000,000 net proceeds to the Company.

As of September 30, 2014, total net proceeds of $675,000 (June 30, 2014 - $675,000) were received with an issuance discount of $67,500 (June 30, 2014 - $67,500) for an aggregate face value of $742,500 (June 30, 2014 - $742,500). During the period ended September 30, 2014, $109,375 (June 30, 2014 - $419,272) in face value of the note including interest was converted to 11,461,697 (June 30, 2014 - 14,164,584) common shares in accordance with the terms of the agreement.

There is no guarantee the investor will make additional payments. The note of $314,286 is due on February 13, 2016 and carries a one-time interest rate of 5% over the term of note, with an effective interest rate of 171.61% . The note is convertible at the lower of $0.25 and 70% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $1,060,714. During the period ended September 30, 2014, an interest expense of $5,977 (June 30, 2014 - $7,409) was accrued.

Effective February 27, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on August 27, 2014 and carries an interest rate of 12% per annum over the term of note, with an effective interest rate of 1220.64% . The note is convertible at the lower of 50% discount to the average of the three lowest bids on the 20 days before the date this note executed and 50% discount to the average of the three lowest bids during the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the period ended September 30, 2014, $105,984 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,390,546 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. The note was fully converted during the period.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on August 28, 2015 and carries a one-time interest rate of 15% over the term of note, with an effective interest rate of 268.24% . The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the period ended September 30, 2014, $57,697 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,544,536 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $18,500 (June 30, 2014 - $1,667) was accrued.

Effective February 27, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $75,000 due on February 27, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72% . The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest bids price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $150,000. During the period ended September 30, 2014, $19,050 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 6,047,749 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $1,425 (June 30, 2014 -$2,500) was accrued.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $125,500 with 15% prepaid interest per annum, resulting in $100,000 net proceeds to the Company due on August 28, 2015, with an effective interest rate of 227.33% . The note is convertible at the lower of 50% discount of the lowest closing price for the 20 days prior to date of the purchase agreement or the voluntary conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the period ended September 30, 2014, $22,500 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 5,384,616 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $3,750 (June 30, 2014 - $5,000) was accrued.

Effective February 28, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $110,000, at an issuance discount of $10,000 ; resulting in $100,000 net proceeds to the Company. The note is due on September 1, 2014 and carries a one-time interest rate of 12% over the term of the note, with an effective interest rate of 781.10% . The note is convertible at the lower of $0.075 or 50% of the lowest trade during the 25 consecutive trading days immediately prior to the conversion date of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $220,000. During the period ended September 30, 2014, $27,500 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,000,000 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $5,657 (June 30, 2014 - $7,543) was accrued.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on March 5, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72%. The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the period ended September 30, 2014, $52,596 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 8,497,555 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. The note was fully converted during the period.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 days prior to date of the purchase agreement or the voluntary conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $200,000. During the period ended September 30, 2014, $50,000 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 9,900,990 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $2,000 (June 30, 2014 - $4,000) was accrued.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $50,000 due on March 4, 2015 and carries an interest rate of 10% per annum over the term of the note, with an effective interest rate of 1303.72%. The convertible note is convertible at the investor’s option at any time after 180 days at a price equal to 50% of the lowest closing bid price for the 20 days prior to conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $100,000. During the period ended September 30, 2014, $47,405 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 10,453,998 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $43 (June 30, 2014 - $1,667) was accrued.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $115,000, at an issuance discount of $15,000 ; resulting in $100,000 net proceeds to the Company. The note is due on April 1, 2015 and carries an interest rate of 15% per annum over the term of the note, with an effective interest rate of 361.67% . The note is convertible at the lower of $0.06 or 50% of the lowest trade during the 20 consecutive trading days immediately prior to the conversion date of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $230,000. During the period ended September 30, 2014, an interest expense of $4,313 (June 30, 2014 - $5,750) was accrued.

Effective March 3, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $220,000, at an issuance discount of $20,000 ; resulting in $200,000 net proceeds to the Company. The note is due on September 3, 2014 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 1220.64% . The note is convertible at a 50% discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $440,000. During the period ended September 30, 2014, $58,200 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 15,175,067 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $4,400 (June 30, 2014 -$8,800) was accrued.

Effective March 15, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $550,000, at an issuance discount of $50,000 ; resulting in $500,000 net proceeds to the Company. The note is due on September 15, 2015 and carries an interest rate of 15% per annum over the term of the note, with an effective interest rate of 207.18% . The note is convertible at a 35% discount of the lowest closing price for the 20 trading days immediately prior to (i) date of the purchase agreement, or (ii) the voluntary conversion of the Note. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $846,154. During the period ended September 30, 2014, $5,000 (June 30, 2014 - $Nil) in face value of the note including interest was converted to 1,818,181 (June 30, 2014 - nil) common shares in accordance with the terms of the agreement. During the period ended September 30, 2014, an interest expense of $20,438 (June 30, 2014 - $24,063) was accrued.

Effective July 22, 2014, the Company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $600,000 due on January 22, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 230.27% .

As of September 30, 2014, total net proceeds of $300,000 were received. There is no guarantee the investor will make additional payments. The note is convertible at the lowerof 65% of the lowest reported sale price for the20 trading days immediately prior to (i) the closing date on July 22, 2014 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $923,077. During the period ended September 30, 2014, an interest expense of $6,990 was accrued.

Effective August 22, 2014, the Company entered into another securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired a convertible promissory note with an aggregate face value of $100,000 due on February 23, 2016 and carries an interest rate of 12% per annum over the term of the note, with an effective interest rate of 219.75% . The note is convertible at the lowerof 65% of the lowest reported sale price for the20 trading days immediately prior to (i) the closing date on July 22, 2014 or (ii) 65% of the lowest reported sale price for the 20 days prior the conversion date subject to various prescribed conditions. The convertible note has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible note as a standalone instrument is to be measured at its fair value in accordance with ASC 480-10-25-14 rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $153,846. During the period ended September 30, 2014, an interest expense of $1,514 was accrued.

Warrants issued along with Convertible Promissory Notes

Along with the promissory note issued on February 13, 2013, the Company issued warrants for 540,540 shares of the Company at an exercise price of $0.185 expiring February 13, 2018, 263,158 shares of the Company at an exercise price of $0.190 expiring April 24, 2018, 297,619 shares of the Company at an exercise price of $0.168 expiring June 4, 2018, 400,000 shares of the Company at an exercise price of $0.125 expiring June 27, 2018, 334,821 shares of the Company at an exercise price of $0.224 expiring August 14, 2018, 1,666,667 shares of the Company at an exercise price of $0.0600 expiring December 10, 2018, 714,285 shares of the Company at an exercise price of $0.0700 expiring February 20, 2019 and 3,809,524 shares of the Company at an exercise price of $0.0525 expiring April 16, 2019 respectively.

Along with the promissory note entered on September 16, 2013, the Company issued warrants for 2,777,778 shares of the Company at an exercise price of $0.090 and warrants for 3,703,704 shares of the Company at an exercise price of $0.068 for a period of five years.

Along with the promissory note entered on February 27, 2014, the Company issued warrants to acquire a total of 1,111,111 shares of the Company for a period of five years at an exercise price of $0.090.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 5,156,250 shares of the Company for a period of 180 days at an exercise price of $0.060.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 1,481,481 shares of the Company for a period of five years at an exercise price of $0.0675.

Along with the promissory note entered on February 28, 2014, the Company issued warrants to acquire a total of 10,312,500 shares of the Company for a period of five years at an exercise price of $0.0600.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 941,619 shares of the Company for a period of five years at an exercise price of $0.0531.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 2,000,000 shares of the Company for a period of three years at an exercise price of $0.0500.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 941,619 shares of the Company for a period of five years at an exercise price of $0.0531.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 1,666,666 shares of the Company for a period of five years at an exercise price of $0.0600.

Along with the promissory note entered on March 3, 2014, the Company issued warrants to acquire a total of 4,000,000 shares of the Company for a period of three years at an exercise price of $0.0500.

Along with the promissory note entered on March 15, 2014, the Company issued warrants to acquire a total of 18,333,333 shares of the Company for a period of three years at an exercise price of $0.0600.

Along with the promissory note entered on July 22, 2014, the Company issued warrants to acquire a total of 16,800,000 shares of the Company for a period of five years at an exercise price of $0.0400.

Along with the promissory note entered on August 22, 2014, the Company issued warrants to acquire a total of 4,303,571 shares of the Company for a period of five years at an exercise price of $0.2800.

Derivative Liability

The warrants 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 topic 815-10-55. Fair values at issuance totaled $669,682, $1,126,054, $709,074 for warrants issued along with the promissory note on February 28, 2013, March 1, 2013, and September 16, 2013 respectively. Fair values at issuance for warrants issued on February 27, 2014, February 28, 2014, March 3, 2014, March 15, 2014, April 16, 2014, July 22, 2014, August 22, 2014 totaled $58,966, $938,833, $1,732,432, $1,267,156, $199,917, $634,669, and $162,401 respectively.

On July 9, 2014, 2,777,778 warrants were exercised for 9,713,996 common shares of the Company at a deemed price of $0.01 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $15,276 was recorded when the warrants were valued prior to the warrants exercise.

On July 30, 2014, 10,312,500 warrants were exercised for 18,113,654 common shares of the Company at a deemed price of $0.02 in accordance with the term of the agreement. A gain on change in fair value of derivative liability of $108,275 was recorded when the warrants were valued prior to the warrants exercise.

On August 5, 2014, 1,083,333 warrants were exercised for 20,645,463 common shares of the Company at a deemed price of $0.002 in accordance with the term of the agreement. A gain on change in fair value of derivative liability of $10,725 was recorded when the warrants were valued prior to the warrants exercise.

On August 8, 2014, 3,703,704 warrants were exercised for 8,904,569 common shares of the Company at a deemed price of $0.01 in accordance with the term of the agreement. A gain on change in fair value of derivative liability of $41,112 was recorded when the warrants were valued prior to the warrants exercise.

On August 12, 2014, 1,666,667 warrants were exercised for 3,200,066 common shares of the Company at a deemed price of $0.02 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $20,000 was recorded when the warrants were valued prior to the warrants exercise.

On September 4, 2014, 100,000 warrants were exercised for 583,333 common shares of the Company at a deemed price of $0.003 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $1,490 was recorded when the warrants were valued prior to the warrants exercise.

On September 15, 2014, 583,333 warrants were exercised for 10,946,967 common shares of the Company at a deemed price of $0.002 in accordance with the terms of the agreement. A gain on change in fair value of derivative liability of $5,777 was recorded when the warrants were valued prior to the warrants exercise.

The Company used the Lattice Model for valuing warrants using the following assumptions:

	September 30, 2014	June 30, 2014
Risk-free interest rates	1.55% - 1.85%	1.39% - 1.77%
Term	180 days – 5 years	180 days – 5 years
Dividend yield	0%	0%
Underlying stock prices	$0.42	$0.42
Volatilities	278% - 489%	278% - 489%

At September 30, 2014, the warrants were valued at $404,937 (June 30, 2014 - $2,832,989) resulting in a gain of $2,255,791 (June 30, 2014 - $2,650,532). The corresponding debt discount of the promissory notes was accreted to interest expense over the terms of notes of 3 years, 1 year, 18 months and 6 months respectively. During the period ended September 30, 2014, an accretion of $492,321 (June 30, 2014 - $412,447) was recognized as interest expense.

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2013	5,133,750			0.180	4.71 years
Warrants issued	61,151,358			0.062	2.63 years
Exercised	(5,468,571	)		0.182	-
Cancelled	-			-	-
Expired	-			-	-
Balance, June 30, 2014	60,816,537		$	0.061	2.62 years
Warrants issued	21,103,571			0.088	4.84 years
Exercised	(20,227,315	)		0.065	-
Cancelled	-			-	-
Expired	-			-	-
Balance, September 30, 2014	61,692,793		$	0.097	3.48 years

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2014 and June 30, 2014:

		Derivative
		Liability
Balance, June 30, 2013	$	513,375
Initial fair value of warrant derivatives at note issuances		5,558,520
Fair value of warrant exercised		(588,375	)
Mark-to-market at June 30, 2014 - Embedded debt derivatives		(2,650,532	)
Balance, June 30, 2014	$	2,832,988
Initial fair value of warrant derivatives at note issuances		797,070
Fair value of warrant exercised		(766,675	)
Mark-to-market at September 30, 2014 - Embedded debt derivatives		(2,458,446	)
Balance, September 30, 2014	$	404,937
Net gain for the period included in earnings relating to the liabilities held at September 30, 2014	$	2,458,446

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Mineral Property Costs

3 Months Ended

Sep. 30, 2014

Mineral Property Costs [Text Block]

5.    Mineral Property Costs

Mineral Claims, Clinton Mining District

On September 25, 2009, and amended June 24, 2010, the Company entered into an Option Agreement under which the Company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District, Province of British Columbia, Canada (the “Claims”), which Claims total in excess of 3,900 hectares, in consideration of the issuance of 1,500,000 common shares of the Company on or before December 31, 2010. The Claims were subject to a two percent net smelter royalty which can be paid out for the sum of $1,000,000 (CAD). The Company can earn an undivided 50% interest in the Claims by carrying out a $100,000 (CAD) exploration and development program on the Claims on or before December 31, 2010, plus an additional $200,000 (CAD) exploration and development program on the Claims on or before September 25, 2011.

In the event that the Company acquires an interest in the Claims, the Company and the Optionor have further agreed, at the request of either party, to negotiate a joint venture agreement for further exploration and development of the Claims.

On April 29, 2011, the Company entered into a mutual release agreement. The Company is released from any obligations related to the Claims for considerations of a cash payment of CDN $54,624 (US$57,901) and the issuance of 200,000 common shares of the Company. The shares have been valued at a market price of $3.70 for a total of $740,000. The total amount of $797,901 has been recorded as mining expenses during the year ended June 30, 2011.

Mineral Permit

On December 16, 2010, the Company entered into an Assignment Agreement to acquire the following:

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.

In consideration for the Assignment, the Company agreed to pay US$90,000 by way of cash or stock of equal value (consisting of amounts previously paid by the Assignor pursuant to the Option Agreement). The full $90,000 (consisting of option 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 schedule:

i. )	CDN $40,000 (paid) upon execution of the agreement;
ii. )	CDN $60,000 (paid) on or before January 1, 2012;
iii. )	CDN $100,000 on or before January 1, 2013 (amended);
iv. )	CDN $300,000 on or before January 1, 2014; and
v. )	Paying all such property payments as may be required to maintain the mineral permits in good standing.

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 March 31, 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 954,461 common shares of the Company at a price of US$0.0825 per share.

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 2,000,000 shares for $1.00 to Glottech – USA upon receipt of the operational ultrasonic generator that they are building for Lithium Exploration Group. The 2,000,000 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 2,000,000 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 August 14, 2012, the Company entered into an option agreement with GD Glottech-International, Limited (“GD International”) to protect our license and distribution rights in the event that GD-Glottech-USA, LLC (“GD USA”) is unable to perform and honor the obligations contingent to a letter agreement dated November 8, 2011.

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.

On October 1, 2012, the Company entered into a sales agency agreement with GD International. The agreement shall replace all agreements entered previously. Pursuant to the agreement, the Company is appointed as GD International’s sales agent for the technology within the territory. As a consideration, 2,000,000 common shares of the Company shall be issued to GD International (issued: see d) above). GD International retains all right, title and interest in the technology. 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.

On May 2, 2013, the Company entered into an agreement to retain the future use of the unit. Pursuant to the agreement, the Company must make the following payments:

a)	US$20,000 within three days of execution of the agreement (paid);
b)	US$30,000 within three days upon the testing of the unit has been successfully completed.

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Investment in Affiliate (Tables)

3 Months Ended

Sep. 30, 2014

Schedule of Financial Results, Tero Oilfield Services Ltd. [Table Text Block]

Operations
		CDN$			US$
Disposal Well Revenues	$	443,905		$	406,358
Operating expense		(327,188	)		(299,512	)
		116,717			106,846
Provision for Income Taxes		(10,924	)		(10,000	)
Net income	$	105,793		$	96,846
Equity in income of unconsolidated affiliate	$	52,897		$	48,423

Schedule of Financial Position, Tero Oilfield Services Ltd. [Table Text Block]

		CDN$		US$
Cash	$	38,888	$	34,858
Other current assets		370,129		331,776
Property and equipment		442,115		396,302
Total Assets	$	851,132	$	762,936
Current liabilities	$	253,799	$	227,500
Long term debt		595,007		533,352
Total Liabilities		848,806		760,852
Capital stock		5		5
Retained earnings		2,321		2,079
Total Equity		2,326		2,084
Total Liabilities and Equity	$	851,32	$	762,936

Schedule of Investment in Unconsolidated Affiliate [Table Text Block]

Investment in unconsolidated affiliate:
Balance at June 30, 2014	$	924,753
Equity in income		48,423
Balance at September 30, 2014	$	973,176

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2014

Basis of presentation and consolidation [Policy Text Block]

Basis of presentation and consolidation

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

These interim financial statements as of and for the three months ended September 30, 2014 and 2013 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 months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending June 30, 2015 or for any future period. All references to September 30, 2014 and 2013 in these footnotes are unaudited.

These unaudited condensed consolidated financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended June 30, 2014, included in the Company’s annual report on Form 10-K filed with the SEC on October 14, 2014.

The condensed balance sheet as of June 30, 2014 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Principal of Consolidation [Policy Text Block]

Principal of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd. and its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates [Policy Text Block]

Use of Estimates

The preparation of unaudited condensed 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 [Policy Text Block]

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 $177,820 and $69,732 in cash and cash equivalents at September 30, 2014 and June 30, 2014, respectively.

Concentrations of Risk [Policy Text Block]

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 30, 2014 and June 30, 2014, the Company had $Nil and $Nil, respectively, in 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 [Policy Text Block]

Prepaid expenses

Prepaid expenses mainly consist of legal retainers and deposit for office lease. Legal retainers and deposit for office lease will be expensed in the period when services are completed.

Start-Up Costs [Policy Text Block]

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 [Policy Text Block]

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 and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk [Policy Text Block]

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.

Net Income or (Loss) per Share of Common Stock [Policy Text Block]

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.

Foreign Currency Translations [Policy Text Block]

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US 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.

No significant realized exchange gain or losses were recorded as September 30, 2014 and June 30, 2014.

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; 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 balance sheets. 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 ended September 30, 2014 closing rate at 0.8922 CND$:US$, average rate at 0.91804 CND$: US$ and for year ended June 30, 2014 closing rate at 0.9367 CND$: US$ average rate at 0.9341 CND$: US$

Comprehensive Income (Loss) [Policy Text Block]

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 at September 30, 2014 and June 30, 2014, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties [Policy Text Block]

Risks and Uncertainties

The 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 [Policy Text Block]

Environmental Expenditures

The operations of the 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 Company vary greatly and are not predictable. The 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 [Policy Text Block]

Warrants

The Company values its warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. The Company revalue its warrants at the end of every period at fair value and record the difference in other income (expense) in the condensed consolidated statements of operations.

Convertible Debentures and Convertible Promissory Notes [Policy Text Block]

Convertible Debentures and Convertible Promissory Notes

The Company values its convertible debentures and convertible promissory notes with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-480-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, the Company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and ASC 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

Fair Value of Financial Instruments [Policy Text Block]

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.

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 [Policy Text Block]

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.

Receivables [Policy Text Block]

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.

Investment in Unconsolidated Affiliate [Policy Text Block]

Investment in Unconsolidated Affiliate

Investments in affiliates that are not controlled by the Company, but over which it has significant influence, are accounted for using the equity method. The Company’s share of net income from its unconsolidated affiliate is reflected in the Consolidated Statements of Operations and Comprehensive Loss and Equity investment in Unconsolidated Affiliate.

Recent Accounting Pronouncements [Policy Text Block]

Recent Accounting Pronouncements

FASB Statements [Policy Text Block]

FASB Statements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Updates ("ASUs") through ASU No. 2014-08 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2014

Commitments and Contingencies [Text Block]

9.    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.

Consulting Agreements

On October 1, 2013, the Company entered into an agreement with an Agent to act as its non-exclusive intermediary to locate qualified prospects (each, a “Prospect”) that may desire to provide financing (debt or equity).

The Company agreed to pay the following:

i.	A cash retainer fee equal to $15,000.
ii.	A cash success fee equal to ten percent ( 10%) of the total amount of equity raised by Agent for the initial financing transaction and ten percent ( 10%) for all follow on equity from the same or new Prospects (includes common stock, preferred equity, membership or partnership units and convertible debt). The total amount of the financing(s) shall mean the fair market value of the consideration (including without limitation, cash, securities, other assets, and contingent payments) actually received by the Company in connection with the financing transaction(s).
iii.	A cash success fee equal to five percent ( 5%) of the total amount of debt raised by the Agent for the initial financing transaction and five percent ( 5%) for all follow on debt from the same or new Prospects. The total amount of the financing(s) shall mean the fair market value of the consideration (including without limitation, cash, securities, other assets, and contingent payments) actually received by the Company in connection with the financing transaction(s).

This agreement shall become effective October 1, 2013. Termination of this agreement shall be the date of the closing transaction(s) or three (3) months from the date above, whichever is earlier. However, the Company agrees to extend the terms of the Agreement twenty four (24) months following the date of termination, to any transaction(s) with any Prospect previously introduced in writing to The Company that are a result of Agent’s documented efforts prior to the date of termination.

On January 1, 2014, the Company entered in a consulting agreement with an 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.

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. The compensation for the services to be provided will be 240,000 common stock of the Company issuable at May 15, 2014 from an effective date of April 28, 2014 to April 27, 2015.

On May 15, 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. The compensation for the services to be provided will be $10,000 per month payable in common stock of the Company from an effective date of May 30, 2014 to May 31, 2016.

Lease Commitment

On May 15, 2014, the Company entered into a sublease agreement for a term of twenty four and one half months and expiring on May 31, 2016. Future minimum rental payments required under operating lease (exclusive of other additional rent payments) are as follows:

Year ending June 30:
2015	$	31,996
2016		30,044
Total minimum payments required	$	62,040

Litigation

The Company filed a complaint against Glottech-USA involving a dispute over a contract for the assembly and delivery of certain equipment contractually promised by Glottech-USA, but not timely delivered in a manner required under the relevant contract(s). Although the Company previously sought equitable relief, the Company amended its Complaint to assert claims for damages against Glottech-USA. After a hearing in April of 2013, the Court of Common Pleas stayed all activity in the lawsuit against Glottech-USA pending clarification of the dissolution action in Mississippi. The lawsuit was stayed until December of 2013 and there has been no substantial activity in the case since that time. There are no claims for damages pending against the Company.

In April 2014, the Company signed a release and settlement agreement with O’Hare Energy Services Inc. (“O’Hare”) regarding unpaid fees and termination of a Non-Circumvention, Non-Disclosure and Fee Agreement dated April 19, 2013. Pursuant to the release and settlement agreement, the Company will pay to O’Hare:

i.	$100,000 for acquisition severance payment
ii.	$35,000 within 60 days of the date the option to purchase additional 25% of Tero Oilfield Services Ltd. (“Tero”) is exercised

As of September 30, 2014, the Company paid $62,500 (June 30, 2014 - $50,000) of the $100,000 acquisition severance payment and has not exercise the option to purchase additional investment in Tero.

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 Annual 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.

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Related Party Transactions

3 Months Ended

Sep. 30, 2014

Related Party Transactions [Text Block]

7.    Related Party Transactions

During the period ended September 30, 2014, the Company incurred consulting fees of $36,000 (September 30, 2013 - $61,000) with directors and officers.

As of September 30, 2014, the Company was obligated to a director for a non-interest bearing demand loan with a balance of $45,332 (June 30, 2014 - $45,332). The Company plans to pay the loan back as cash flows become available.

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.

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Going Concern and Liquidity Considerations

3 Months Ended

Sep. 30, 2014

Going Concern and Liquidity Considerations [Text Block]

8.    Going Concern and Liquidity Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2014, the Company had a working capital deficiency of $1,413,007 (June 30, 2014 - $3,279,889) and an accumulated deficit of $40,703,255 (June 30, 2014 - $40,821,871). 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Loan Receivable

3 Months Ended

Sep. 30, 2014

Loan Receivable [Text Block]

10. Loan Receivable

Secured Bridge Loan Agreement

On December 18, 2013, the Company entered into an agreement with GD Glottech International Ltd (“GDGI”) whereby the Company loaned to GDGI the sum of $20,000. GDGI will repay the total amount of the loan plus interest in the amount of $333.34 (representing a 10% annual interest rate), within sixty (60) days from the receipt of the loan funds or within five (5) days of Sonic Cavitation, LLC receiving a 5% Capital Contribution.

On April 21, 2014, the Company entered into an amended agreement with Sonic Cavitation, whereby Sonic Cavitation agreed to facilitate the construction of one sonic cavitation generator. The Company agreed to pay Sonic Cavitation a consulting fee of $20,000 upon execution of the agreement and forgive the sum of $20,000 debt upon delivery of the prototype by Sonic Cavitation. The agreement has been executed, however, the delivery of the prototype has not yet been fulfilled.

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Investment in Affiliate (Narrative) (Details)	3 Months Ended
	Sep. 30, 2014 USD ($)	Sep. 30, 2014 CAD
Investment In Affiliate 1	50.00%	50.00%
Investment In Affiliate 2		1,000,680
Investment In Affiliate 3	906,700
Investment In Affiliate 4	25.00%	25.00%
Investment In Affiliate 5	$ 500,000

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Convertible Promissory Notes (Tables)

3 Months Ended

Sep. 30, 2014

Schedule of Summary of Convertible Promissory Note [Table Text Block]

		June 30,		Fair value		Fair value			Fair value		September
		2014		issued		converted			repaid		30, 2014
February 13, 2013	$	461,754	$	-	$	(147,469	)	$	-	$	314,285
February 27, 2014		200,000		-		(200,000	)		-		-
February 27, 2014		150,000		-		(36,000	)		-		114,000
February 28, 2014		100,000		-		(90,250	)		-		9,750
February 28, 2014		200,000		-		(45,000	)		-		155,000
February 28, 2014		220,000		-		(55,000	)		-		165,000
March 3, 2014		100,000		-		(100,000	)		-		-
March 3, 2014		200,000		-		(100,000	)		-		100,000
March 3, 2014		100,000		-		(94,810	)		-		5,190
March 3, 2014		230,000		-		-			-		230,000
March 3, 2014		440,000		-		(109,812	)		-		330,188
March 15, 2014		846,154		-		(7,692	)		-		838,462
July 22, 2014		-		461,538		-					461,538
August 22, 2014		-		153,846		-					153,846
	$	3,247,908	$	615,384	$	(986,033	)	$	-	$	2,877,259
Less: Debt discount		2,797,850									1,934,881
Net Convertible promissory Note		450,057									942,378
Current portion	$	450,057								$	942,378
Long term portion	$	-								$	-

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	September 30, 2014	June 30, 2014
Risk-free interest rates	1.55% - 1.85%	1.39% - 1.77%
Term	180 days – 5 years	180 days – 5 years
Dividend yield	0%	0%
Underlying stock prices	$0.42	$0.42
Volatilities	278% - 489%	278% - 489%

Schedule of Stockholders' Equity Warrants Activity [Table Text Block]

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2013	5,133,750			0.180	4.71 years
Warrants issued	61,151,358			0.062	2.63 years
Exercised	(5,468,571	)		0.182	-
Cancelled	-			-	-
Expired	-			-	-
Balance, June 30, 2014	60,816,537		$	0.061	2.62 years
Warrants issued	21,103,571			0.088	4.84 years
Exercised	(20,227,315	)		0.065	-
Cancelled	-			-	-
Expired	-			-	-
Balance, September 30, 2014	61,692,793		$	0.097	3.48 years

Schedule of Changes in Fair Value of Financial Liabilities [Table Text Block]

		Derivative
		Liability
Balance, June 30, 2013	$	513,375
Initial fair value of warrant derivatives at note issuances		5,558,520
Fair value of warrant exercised		(588,375	)
Mark-to-market at June 30, 2014 - Embedded debt derivatives		(2,650,532	)
Balance, June 30, 2014	$	2,832,988
Initial fair value of warrant derivatives at note issuances		797,070
Fair value of warrant exercised		(766,675	)
Mark-to-market at September 30, 2014 - Embedded debt derivatives		(2,458,446	)
Balance, September 30, 2014	$	404,937
Net gain for the period included in earnings relating to the liabilities held at September 30, 2014	$	2,458,446

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Capital Stock (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014 D
Capital Stock 1	100,000,000
Capital Stock 2	100,000,000
Capital Stock 3	$ 0.001
Capital Stock 4	600,000,000
Capital Stock 5	500,000,000
Capital Stock 6	$ 0.001
Capital Stock 7	100,000,000
Capital Stock 8	$ 0.001
Capital Stock 9	20,000,000
Capital Stock 10	$ 0.001
Capital Stock 11	$ 100
Capital Stock 12	$ 0.001
Capital Stock 13	2,000,000
Capital Stock 14	$ 0.001
Capital Stock 15	0.001
Capital Stock 16	1
Capital Stock 17	1
Capital Stock 18	500,000,000
Capital Stock 19	0.001
Capital Stock 20	2,000,000,000
Capital Stock 21	0.001
Capital Stock 22	2,000,000,000
Capital Stock 23	100,000,000
Capital Stock 24	0.001
Capital Stock 25	199,557
Capital Stock 26	$ 0.05
Capital Stock 27	541,517
Capital Stock 28	$ 0.06
Capital Stock 29	9,713,996
Capital Stock 30	$ 0.01
Capital Stock 31	117,962
Capital Stock 32	1,800,000
Capital Stock 33	$ 0.002
Capital Stock 34	46,769
Capital Stock 35	18,113,654
Capital Stock 36	$ 0.02
Capital Stock 37	386,433
Capital Stock 38	1,062,687
Capital Stock 39	$ 0.02
Capital Stock 40	25,000
Capital Stock 41	245,232
Capital Stock 42	$ 0.04
Capital Stock 43	20,645,463
Capital Stock 44	$ 0.002
Capital Stock 45	41,244
Capital Stock 46	8,904,569
Capital Stock 47	$ 0.02
Capital Stock 48	136,555
Capital Stock 49	3,200,066
Capital Stock 50	$ 0.02
Capital Stock 51	59,953
Capital Stock 52	10,390,546
Capital Stock 53	$ 0.01
Capital Stock 54	205,984
Capital Stock 55	350,195
Capital Stock 56	$ 0.03
Capital Stock 57	1,167,316
Capital Stock 58	$ 0.03
Capital Stock 59	3,000,000
Capital Stock 60	$ 0.01
Capital Stock 61	42,135
Capital Stock 62	500,000
Capital Stock 63	$ 0.01
Capital Stock 64	9,717
Capital Stock 65	909,091
Capital Stock 66	$ 0.01
Capital Stock 67	20,000
Capital Stock 68	583,333
Capital Stock 69	$ 0.003
Capital Stock 70	2,322
Capital Stock 71	1,106,273
Capital Stock 72	$ 0.01
Capital Stock 73	20,510
Capital Stock 74	6,734,235
Capital Stock 75	$ 0.01
Capital Stock 76	62,375
Capital Stock 77	1,538,462
Capital Stock 78	$ 0.01
Capital Stock 79	20,000
Capital Stock 80	2,607,721
Capital Stock 81	$ 0.01
Capital Stock 82	30,777
Capital Stock 83	5,599,010
Capital Stock 84	$ 0.01
Capital Stock 85	39,712
Capital Stock 86	1,652,893
Capital Stock 87	$ 0.01
Capital Stock 88	20,000
Capital Stock 89	9,900,990
Capital Stock 90	$ 0.01
Capital Stock 91	100,000
Capital Stock 92	2,869,240
Capital Stock 93	$ 0.01
Capital Stock 94	30,781
Capital Stock 95	6
Capital Stock 96	5,584,158
Capital Stock 97	$ 0.01
Capital Stock 98	54,804
Capital Stock 99	1,914,321
Capital Stock 100	$ 0.01
Capital Stock 101	20,529
Capital Stock 102	10,946,967
Capital Stock 103	$ 0.002
Capital Stock 104	22,207
Capital Stock 105	3,810,301
Capital Stock 106	$ 0.01
Capital Stock 107	40,447
Capital Stock 108	1,414,141
Capital Stock 109	$ 0.005
Capital Stock 110	14,000
Capital Stock 111	1,477,873
Capital Stock 112	$ 0.003
Capital Stock 113	9,311
Capital Stock 114	3,846,154
Capital Stock 115	$ 0.003
Capital Stock 116	25,000
Capital Stock 117	1,818,181
Capital Stock 118	$ 0.003
Capital Stock 119	7,692
Capital Stock 120	10,000,000
Capital Stock 121	$ 0.003
Capital Stock 122	55,000
Capital Stock 123	9,090,909
Capital Stock 124	$ 0.003
Capital Stock 125	48,585
Capital Stock 126	6,047,749
Capital Stock 127	$ 0.003
Capital Stock 128	37,050
Capital Stock 129	5,000,000
Capital Stock 130	$ 0.003
Capital Stock 131	31,500
Capital Stock 132	16,061,592
Capital Stock 133	13,557,775
Capital Stock 134	18,516,037
Capital Stock 135	18,516,037
Capital Stock 136	872,375
Capital Stock 137	872,375
Capital Stock 138	768,840
Capital Stock 139	768,840
Capital Stock 140	948,604
Capital Stock 141	948,604
Capital Stock 142	200,000
Capital Stock 143	200,000
Capital Stock 144	43,001,127
Capital Stock 145	43,001,127
Capital Stock 146	1,028,113
Capital Stock 147	1,028,113
Capital Stock 148	120,940,746
Capital Stock 149	21,265,811
Capital Stock 150	81,307,589
Capital Stock 151	9,193,541
Capital Stock 152	954,461
Capital Stock 153	2,000,000
Capital Stock 154	2,000,000
Capital Stock 155	20,000,000
Capital Stock 156	20,000,000
Capital Stock 157	59,645,434
Capital Stock 158	59,645,434
Capital Stock 159	37,959,395
Capital Stock 160	1,134,500
Capital Stock 161	1,134,500
Capital Stock 162	50.00%
Capital Stock 163	20
Capital Stock 164	50.00%
Capital Stock 165	20
Capital Stock 166	59,645,434
Capital Stock 167	3,639,623
Capital Stock 168	$ 331,127

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Schedule of Future Minimum Lease Payments for Capital Leases (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Commitments And Contingencies Schedule Of Future Minimum Lease Payments For Capital Leases 1	$ 31,996
Commitments And Contingencies Schedule Of Future Minimum Lease Payments For Capital Leases 2	30,044
Commitments And Contingencies Schedule Of Future Minimum Lease Payments For Capital Leases 3	$ 62,040

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Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) (USD $)	Common Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Non-controlling interest [Member]	Total
Beginning Balance at Jun. 30, 2014	$ 191,962	$ 38,381,942	$ (5,769)	$ (40,821,871)	$ (101,400)	$ (2,355,136)
Beginning Balance (Shares) at Jun. 30, 2014	191,958,118
Common shares issued for consulting fees	2,504	84,496				87,000
Common shares issued for consulting fees (Shares)	2,503,817
Common shares issued for debt conversion	99,675	918,002				1,017,677
Common shares issued for debt conversion (Shares)	99,674,935
Common shares issued for exercise of warrants	72,108	694,568				766,676
Common shares issued for exercise of warrants (Shares)	72,108,048
Foreign exchange translation			(1,864)			(1,864)
Net income (loss) for the period				118,616	(72,800)	45,816
Ending Balance at Sep. 30, 2014	$ 366,248	$ 40,079,008	$ (7,633)	$ (40,703,255)	$ (174,200)	$ (439,831)
Ending Balance (Shares) at Sep. 30, 2014	366,244,918

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Provision For Income Taxes

3 Months Ended

Sep. 30, 2014

Provision For Income Taxes [Text Block]

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 September 30, 2014 of approximately $11,850,000 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $418,562 and $536,536 during the periods ended September 30, 2014 and June 30, 2014, 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 September 30, 2014 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 presented. The Company had no accruals for interest and penalties at September 30, 2014. 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, 2014, June 30, 2013, June 30, 2012 and June 30, 2011 are still open for examination by the Internal Revenue Service (IRS).

		For the three months ended September 30, 2014
		Amount			Tax Effect (35%)
Net income	$	(45,816	)	$	(16,036	)
Shares issued for consulting fees, mining expenses, investor relation and director fees		(87,000	)		(30,450	)
Shares issued for interest expenses		(31,642	)		(11,075	)
Accretion of beneficial conversion feature		(1,478,355	)		(517,425	)
Gain on change in the fair value of derivative liability and fair
value of warrant issued		2,061,376			721,482
Total		418,562			146,497
Valuation allowance		(418,562	)		(146,497	)
Net deferred tax asset (liability)	$	-		$	-

		For the three months ended September 30, 2013
		Amount			Tax Effect (35%)
Net loss	$	595,524		$	1208,433
Shares issued for consulting fees, mining expenses, investor relation and director fees		(82,167	)		(28,758	)
Accretion of beneficial conversion feature		(258,218	)		(90,376	)
Gain on derivative liability		41,485			14,520
Total		296,624			103,818
Valuation allowance		(296,624	)		(103,818	)
Net deferred tax asset (liability)	$	-		$	-

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Provision For Income Taxes (Narrative) (Details) (USD $)	3 Months Ended
	Sep. 30, 2014
Provision For Income Taxes 1	$ 11,850,000
Provision For Income Taxes 2	418,562
Provision For Income Taxes 3	$ 536,536

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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) (USD $)	3 Months Ended
	Sep. 30, 2014 Y D
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 1	1.55%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 2	1.85%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 3	1.39%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 4	1.77%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 5	180
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 6	5
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 7	180
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 8	5
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 9	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 10	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 11	$ 0.42
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 12	$ 0.42
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 13	278.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 14	489.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 15	278.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 16	489.00%

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Provision For Income Taxes (Tables)

3 Months Ended

Sep. 30, 2014

Sep. 30, 2013

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		For the three months ended September 30, 2014
		Amount			Tax Effect (35%)
Net income	$	(45,816	)	$	(16,036	)
Shares issued for consulting fees, mining expenses, investor relation and director fees		(87,000	)		(30,450	)
Shares issued for interest expenses		(31,642	)		(11,075	)
Accretion of beneficial conversion feature		(1,478,355	)		(517,425	)
Gain on change in the fair value of derivative liability and fair
value of warrant issued		2,061,376			721,482
Total		418,562			146,497
Valuation allowance		(418,562	)		(146,497	)
Net deferred tax asset (liability)	$	-		$	-

		For the three months ended September 30, 2013
		Amount			Tax Effect (35%)
Net loss	$	595,524		$	1208,433
Shares issued for consulting fees, mining expenses, investor relation and director fees		(82,167	)		(28,758	)
Accretion of beneficial conversion feature		(258,218	)		(90,376	)
Gain on derivative liability		41,485			14,520
Total		296,624			103,818
Valuation allowance		(296,624	)		(103,818	)
Net deferred tax asset (liability)	$	-		$	-