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, 2015

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	(IRS Employer Identification No.)
organization)
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   [   ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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.

11,107,825 common shares issued and outstanding as of March 1, 2016.

Table of Contents

PART I – FINANCIAL INFORMATION	4
Item 1.Financial Statements	4
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 3.Quantitative and Qualitative Disclosures About Market Risk	76
Item 4.Controls and Procedures	76
PART II – OTHER INFORMATION	76
Item 1.Legal Proceedings	76
Item 1A Risk Factors	76
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	79
Item 3.Defaults Upon Senior Securities	79
Item 4.Mine Safety Disclosures	79
Item 5.Other Information	80
Item 6.Exhibits	80
SIGNATURES	85

PART I – FINANCIAL INFORMATION

Item 1.        Financial Statements

The condensed consolidated unaudited financial statements of our company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.

NOTICE OF RESTATEMENT

Subsequent to the issuance of June 30, 2015 financial statements, management determined that share purchase warrants issued were incorrectly valued, and derivative liability on the conversion option embedded in convertible notes was not recognized, and, during the three months period ending September 30, 2015, these warrants were revalued and a derivative liability on the conversion option was calculated. As a result of revaluation of the warrants, the consolidated balance sheet for the year ending June 30, 2015, the consolidated statements of operations and comprehensive income (loss) and consolidated statement of cash flows for the three months period ending September 30, 2014 and consolidated statements of changes in stockholders’ deficit for the period ending June 30, 2014 and June 30, 2015 were restated. Please refer to Note 13 of our Condensed Consolidated Interim Financial Statements for the period ended September 30, 2015 (incorporated into this report) for an itemized description of the corrections to the affected line items in the previously issued financial statements as of and for the years ended June 30, 2015 and for the quarter ended September 30, 2014.

LITHIUM EXPLORATION GROUP, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Lithium Exploration Group, Inc.
Condensed Consolidated Balance Sheets

		September 30,			June 30,
		2015			2015
		(Unaudited)			(Restated)
ASSETS
Current
Cash and cash equivalents	$	34,577		$	64,098
Receivable		-			13,421
Loan receivable		-			20,000
Prepaid expenses		2,788			2,788
Current assets held for sale (Note 12)		46,499			14,713
Total current assets		83,864			115,020
Total Assets	$	83,864		$	115,020
LIABILITIES AND DEFICIT
Current
Accounts payable and accrued liabilities (Note 9)	$	104,916		$	65,962
Derivative liability – convertible promissory notes (Note 6)		9,449,354			1,646,448
Derivative liability – warrants (Note 6)		995,411			143,375
Due to related party (Note 7 and 9)		115,000			115,000
Convertible promissory notes – net of unamortized discount (Note 6)		597,204			533,994
Accrued interest – convertible promissory notes (Note 6)		83,003			60,022
Current liabilities held for sale (Note 12)		6,236			6,696
Total Current Liabilities		11,351,124			2,571,497
Commitments and contingencies
DEFICIT
Lithium Explorations Group, Inc. Stockholders’ Deficit
Capital stock (Note 3)        Authorized:         100,000,000 preferred shares, $0.001 par value         10,000,000,000 (June 30, 2015 – 2,000,000,000) common         shares, $0.001 par value        Issued and outstanding:         Nil preferred shares (June 30, 2015 – Nil)		-			-
11,107,825 common shares (June 30, 2015 – 7,574,353)		11,107			7,575
Additional paid-in capital		47,751,245			47,383,231
Accumulated other comprehensive loss		(39,074	)		(29,486	)
Accumulated deficit		(58,650,592	)		(49,504,347	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(10,927,314	)		(2,143,027	)
Non-controlling interest		(339,946	)		(313,450	)
Total Deficit		(11,267,260	)		(2,456,477	)
Total Liabilities and Stockholders’ Deficit	$	83,864		$	115,020

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

Lithium Exploration Group, Inc.
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss)
(Unaudited)

		Three Months Ended September 30,
					2014
		2015			(Restated)
Revenue	$	-		$	-
Operating Expenses:
Mining (Notes 3 & 5)		5,000			15,000
Selling, general and administrative (Notes 3 & 5) 3		141,809			337,991
Total operating expenses		146,809			352,991
Loss from operations		(146,809	)		(352,991	)
Other income (expenses)
Interest expense (Note 6)		(346,779	)		(724,071	)
Gain (loss) on change in the fair value of derivative liability (Note 6)		(8,441,773	)		3,223,429
Amortization of debt discount		(170,943	)		(709,644	)
Bad debt write-off		(20,000	)		-
Gain on disposal of business asset		7,637			-
Equity in income of investment held for sale		-			48,423
(Loss) income before income taxes		(9,118,667	)		1,485,146
Provision for Income Taxes (Note 4)		-			-
(Loss) income from continuing operations		(9,118,667	)		1,485,146
(Loss) from discontinued operations		(54,074	)		(148,571	)
Net (loss) income		(9,172,741	)		1,336,575
Less: Net (loss) income attributable to the non-controlling interest		(26,496	)		(72,800	)
Net (loss) income attributable to Lithium Exploration Group, Inc. Common shareholders	$	(9,146,245	)	$	1,409,375
Basic and Diluted (loss) income per Common Share	$	(4.00	)	$	22.24
Basic and Diluted Weighted Average Number of Common Shares Outstanding		2,286,192			63,360
Comprehensive (loss) income :
Net (loss) income	$	(9,172,741	)	$	1,336,575
Foreign currency translation adjustment		9,588			(1,864	)
Comprehensive (loss) income		(9,163,153	)		1,334,711
Comprehensive income (loss) attributable to non-controlling interest		(26,496	)		(72,800	)
Comprehensive (loss) income attributable to Lithium Exploration Group, Inc.	$	(9,136,657	)	$	1,407,511

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

Lithium Exploration Group, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

	Preferred Shares			Common Shares						Accumulated
								Additional		Other									Stockholders’
								Paid-in		Comprehensive			Accumulated			Non-			Equity
	Number							Capital		Loss			Deficit			controlling			(Deficit)
	of			Number of		Amount										Interest
	Shares		Amount	Shares				(Restated)		(Restated)			(Restated)						(Restated)
Balance – June 30, 2014 (restated)	-	$	-	47,990	$	48	$	39,111,899	$	(5,769	)	$	(46,987,979	)	$	(101,400	)	$	(7,983,201	)
Common shares issued for consulting fees	-		-	2,594		3		118,987		-			-			-			118,990
Common shares issued for investor relations	-		-	500		1		67,999		-			-			-			68,000
Common shares issued for debt conversion	-		-	7,421,245		7,421		2,179,398		-			-			-			2,186,819
Common shares issued for reclassification of derivative liability on convertible notes	-		-	-		-		3,174,990		-			-			-			3,174,990
Common shares issued to depository trust	-		-	20		-		38		-			-			-			38
Common shares issued for exercise of warrants	-		-	102,004		102		2,729,920		-			-			-			2,730,022
Foreign exchange translation	-		-	-		-		-		(23,717	)		-			-			(23,717	)
Net loss for the year	-		-	-		-		-		-			(2,516,368	)		(212,050	)		(2,728,418	)
Balance – June 30, 2015 (restated)	-		-	7,574,353		7,575		47,383,231		(29,486	)		(49,504,347	)		(313,450	)		(2,456,477	)
Common shares issued for debt conversion	-		-	3,533,472		3,532		106,971		-			-						110,503
Common shares issued for the reclassification of derivative liability on convertible notes	-		-	-		-		200,856											200,856
Disposal of business operations	-		-	-		-		60,187		-			-			-			60,187
Foreign exchange translation	-		-	-		-		-		(9,588	)		-						(9,588	)
Net loss for the period				-		-		-		-			(9,146,245	)		(26,496	)		(9,172,741	)
Balance – September 30, 2015	-	$	-	11,107,825	$	11,107	$	47,751,245	$	(39,074	)	$	(58,650,592	)	$	(339,946	)	$	(11,267,260	)

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

Lithium Exploration Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

					Three Months
		Three Months			Ended
		Ended			September 30,
		September 30,			2014
		2015			(Restated)
Cash Flows from Operating Activities
Net loss from continuing operations	$	(9,118,667	)	$	1,485,146
Loss from discontinued operations		(54,074	)		(148,571	)
Adjustments to reconcile net loss to net cash         used in operating activities:
Equity in income of investment held for sale					(48,423	)
Common shares issued for consulting fees					87,000
Non-cash Interest expense		323,793			640,006
Investment impairment		60,178			-
Bad debt written-off		20,000			-
Common shares issued for interest expenses		-			31,642
(Gain) loss on change in the fair value of derivative liability		8,441,773			(3,223,429	)
Amortization of discount		170,943			709,644
Changes in operating assets and liabilities:
Receivable, net		13,421
Prepaid expenses		-			16,610
Accrued interest		22,986			52,423
Accounts payable and accrued liabilities		38,961			39,281
Net cash used in operating activities from continuing operations		(80,686	)		(358,671	)
Net cash used in operating activities from discontinued operations		(32,247	)		65,941
Net cash used in operating activities		(112,933	)		(292,730	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes		93,000			400,000
Net cash provided by financing activities		93,000			400,000
Effect of foreign exchange		(9,588	)		(1,864	)
Increase (decrease) in cash and cash equivalents		(29,521	)		105,406
Cash and cash equivalents - beginning of period		64,098			57,632
Cash and cash equivalents - end of period	$	34,577		$	163,038
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	$	110,503		$	523,664
Common stock issued on cashless exercise of warrants	$	-		$	2,371,934
Derivative liability re-classed to additional paid in capital	$	200,856		$	919,506
Debt discount on convertible note and warrants	$	-		$	367,333
Initial derivative liability on note issuance	$	414,024		$	1,007,232

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

Lithium Exploration Group, Inc.

Notes to Condensed Consolidated Interim Financial Statements

September 30, 2015

(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 Phoenix, 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.). Effective September 4, 2015, the Company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby the Company agrees to sell all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 approximately USD$7,466.

On March 1, 2014, the Company through its 100% subsidiary Alta Disposal Ltd. acquired 50% interest in Tero Oilfield Services Ltd. (the “Tero”) On May 1, 2015, the Company entered into a Share Purchase Agreement with an individual and disposed its 50% interest in Tero.

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

2. Significant Accounting Policies

Basis of presentation and consolidation

The accompanying unaudited condensed consolidated financial 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, 2015 and 2014 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, 2015 are not necessarily indicative of the results to be expected for the year ending June 30, 2016 or for any future period. All references to September 30, 2015 and 2014 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, 2015, included in the Company’s annual report on Form 10-K filed with the SEC on December 3, 2015.

The condensed balance sheet as of June 30, 2015 has been restated during the period ending September 30, 2015, and 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 Bluetap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $34,577 and $64,099 in cash and cash equivalents at September 30, 2015 and June 30, 2015, respectively.

2. Significant Accounting Policies - Continued

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, 2015 and June 30, 2015, 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 consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

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.

2. Significant Accounting Policies - Continued

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.

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 ending September 30, 2015 closing rate at 0.7466 CDN$: US$, average rate at 0.7637 CDN$: US$ and for the year ended June 30, 2015 closing rate at 0.8017 CDN$: US$, average rate at 0.8518 CDN$: US$.

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, 2015 and June 30, 2015, 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.

2. Significant Accounting Policies - Continued

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 accounts for currently outstanding detachable warrants to purchase common stock as derivative liabilities as they are freestanding derivative financial instruments. The warrants are recorded as derivative liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the condensed consolidated statements of operations and comprehensive Income (Loss).

Convertible Instruments

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

2. Significant Accounting Policies - Continued

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.

2. Significant Accounting Policies - Continued

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.

Receivables

Trade and other receivables are customer obligations due under normal trade terms and are recorded at face value less any provisions for uncollectible amounts considered necessary. The Company includes any balances that are determined to be uncollectible in its overall allowance for doubtful accounts. The Company recorded $Nil (June 30, 2015 - $18,984) in allowance for doubtful accounts.

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-15 “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting).” The guidance issued previously in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff stated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not anticipate a material impact to the Company’s financial statements as a result of the amendments.

In September 2015, the FASB issued ASU 2015-16 an update to its guidance on business combinations. The new guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the measurement amounts are determined. The new guidance also requires that the acquirer records, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date. The new guidance also requires an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Company does not anticipate a material impact to the Company’s financial statements as a result of the amendments.

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

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

On July 13, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 200 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective September 30, 2015. Upon effect of the reverse stock split the issued and outstanding shares pre-split as at September 30, 2015 were 2,221,565,094 and the post-split were 11,107,825. The Company’s authorized capital will not be affected by the reverse stock split. The split is reflected retrospectively in the accompanying financial statements.

Authorized Stock

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

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

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

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.

3. Capital Stock – Continued

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

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

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

Share Issuances

Common Stock Issuance

For the period ended September 30, 2015:

On July 8, 2015, the Company issued 125,000 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On July 10, 2015, the Company issued 201,465 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On July 21, 2015, the Company issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On July 22, 2015, the Company issued 100,000 common shares at a deemed price of $0.05 per share for promissory note conversion (Note 6).

On July 29, 2015, the Company issued 298,269 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On August 17, 2015, the Company issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On September 11, 2015, the Company issued 80,801 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On September 11, 2015, the Company issued 434,084 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

On September 15, 2015, the Company issued 438,000 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

3. Capital Stock – Continued

On September 18, 2015, the Company issued 486,623 common shares at a deemed price of $0.02 per share for promissory note conversion (Note 6).

On September 18, 2015, the Company issued 475,000 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

On September 18, 2015, the Company issued 394,231 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

Issuances of Preferred Shares

On June 22, 2015, the Company designated 50,000,000 of its 100,000,000 authorized shares of Preferred Stock as Series “A” Preferred Stock. The Series “A’ Preferred Stock, par value $0.001, ranks senior to the common stock and carries general voting rights with the common stock at the rate of 62 votes per share. The Series “A” Preferred Stock will be deemed cancelled within 1 year of issuance and is not entitled to share in dividends or other distributions. So long as any shares of Series “A” Preferred Stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of Series “A” Preferred Stock will be required for any change to articles of incorporation.

On July 6, 2015, the Company issued 130,000 Series “A” preferred shares in consideration of the release and discharge of a first ranking general security interest over all current and future assets of Alta Disposal Ltd. that was granted to secure to the promissory note entered into on July 22, 2014. These shares were issued at par value of $0.001. These shares were subsequently cancelled on December 5, 2015 therefore the net impact on share capital is nil.

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, 2015 of approximately $12,974,856 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $151,535 and $1,130,089 during the periods ended September 30, 2015 and June 30, 2015 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.

4. Provision for Income Taxes - Continued

The Company has no tax position at September 30, 2015 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, 2015. 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, 2015, June 30, 2014, June 30, 2013 and June 30, 2012 are still open for examination by the Internal Revenue Service (IRS).

		For the three months ended September 30, 2015
		Amount			Tax Effect (35%)
Net loss	$	9,118,667		$	3,191,533
Shares issued for consulting fees, mining expenses, investor relation and director fees
Interest Expense		(346,779	)		(121,373	)
Loss on derivative liability		(8,441,773	)		(2,954,621	)
Amortization of discount		(170,943	)		(59,830	)
Impairment		(7,637	)		(2,673	)
Total		151,535			53,037
Valuation allowance		(151,535	)		(53,037	)
Net deferred tax asset (liability)	$	-		$	-

		For the three months ended September 30, 2014
		Amount			Tax Effect (35%)
Net loss	$	(1,336,574	)	$	(467,801	)
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
Amortization of discount		709,644			248,376
Interest Expense		724,071			253,425
Gain on derivative liability
		(3,223,429	)		(1,128,200	)
Total		3,439,212			(1,052,676	)
Valuation allowance	$	(3,439,212	)	$	1,052,676
Net deferred tax asset (liability)	$	-		$	-

5. Mineral Property Costs

Mineral Permit (Assignment Agreement with Lithium Exploration VIII Ltd.)

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

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 239 common shares of the Company at a price of US$330 per share. The January 1, 2014 payment was not paid by the Company, and subsequent to the schedule payment date, the agreement was terminated.

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 500 shares for $1.00 to Glottech – USA upon receipt of the operational ultrasonic generator that they are building for Lithium Exploration Group. The 500 shares are to be paid from outstanding shares owned by Alex Walsh, company CEO. During the year ended June 30, 2011, the option resulting in additional mining expenses of $4,940,000 was valued using the fair market value of the shares to be issued. On October 1, 2012, Alex Walsh and GD International entered into an agreement to transfer 500 common shares owned by Alex Walsh to GD International. The shares were received by GD International on October 29, 2012.

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

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

Effective 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, 10,000 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.

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, 2015 and June 30, 2015 is as follows:

		June 30,			Principal		Total			Total		September 30,
		2015			Issued		converted			repaid		2015
February 13, 2013	$	67,913		$		$	(13,140	)	$	-	$	54,773
March 15, 2014		29,394			-		(22,755	)		-		6,639
July 22, 2014		540,498			-		(46,408	)		-		494,090
August 22, 2014		37,243			-		(5,200	)		-		32,043
February 6, 2015		75,000			-		(20,000	)		-		55,000
February 24, 2015		100,000			-					-		100,000
March 3, 2015		29,000			-		(3,000	)		-		26,000
August 3, 2015		-			36,000		-			-		36,000
September 9, 2015		-			30,000					-		30,000
September 30, 2015		-			27,000					-		27,000
	$	879,048		$	93,000	$	(110,503	)	$	-	$	861,545
Less: Unamortized debt discount	$	(345,054	)								$	(264,341	)
Total note payable, net of debt discount	$	533,994									$	597,204
Current portion	$	533,994									$	597,204
Long term portion	$	-									$	-

On August 03, 2015 the Company issued an aggregate of $36,000 Convertible Promissory Notes that matures in a specified period from the date of issuance. These notes bear 10% interest per annum and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate as specified in the terms of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $52,720 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

6. Convertible Promissory Notes – Continued

Dividend yield:	0%
Volatility	269.35%
Risk free rate:	0.17%

The initial fair values of the embedded debt derivative of $33,231 was allocated as a debt discount up to the proceeds of the note with the remainder $19,489 was charged to current period operations as interest expense.

On September 09, 2015, the Company issued an aggregate of $30,000 Convertible Promissory Notes that matures in a specified period from the date of issuance. These notes bear 10% interest per annum and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate as specified in the terms of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $54,495 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0%
Volatility	275.84%
Risk free rate:	0.39%

The initial fair values of the embedded debt derivative $30,000 was allocated as a debt discount up to the proceeds of the note with the remainder $24,495 was charged to current period operations as interest expense.

On September 30, 2015, Company issued an aggregate of $27,000 Convertible Promissory Notes that matures in a specified period from the date of issuance. These notes bear 10% interest per annum and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate as specified in the terms of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $306,808 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0%
Volatility	375.79%
Risk free rate:	0.33%

6. Convertible Promissory Notes – Continued

The initial fair values of the embedded debt derivative $27,000 was allocated as a debt discount up to the proceeds of the note with the remainder $279,808 was charged to current period operations as interest expense.

During the three months period ending September 30, 2015 the Company amortized the debt discount on all the notes $170,943 to operations as interest expense, respectively.

Derivative Liability- Debt

The fair value of the described embedded derivative on all debt was valued at $9,449,354 and $1,646,448 at September 30, 2015 and June 30, 2015, respectively, which was determined using the Black Scholes Model with the following assumptions:

	September 30,	June 30, 2015
	2015
Dividend yield:	0 %	0%
Volatility	375.79 %	258.89%
Risk free rate:	.08% - .64 %	.11% - .64%

At September 30, 2015 and 2014, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $7,589,738 and gain of $242,883 for the three months ended September 30, 2015 and 2014, respectively. During the three months ended September 30, 2015 the Company issued 3,533,472 no of shares of the Company common stock in settlement of $110,503 of convertible note and interest.

During the three months ended September 30, 2015 the Company reclassed the derivative liability debt of $200,856 to additional paid in capital on conversion of convertible note.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015 and June 30, 2015:

		Derivative
		Liability (convertible
		promissory notes)
Balance, June 30, 2014	$	3,006,171
Initial fair value at note issuances		1,227,384
Fair value of liability at note conversion		(3,174,990	)
Mark-to-market at June 30, 2014		527,883
Balance, June 30, 2015	$	1,646,448
Initial fair value at note issuances		414,024
Fair value of liability at note conversion		(200,856	)
Mark-to-market at September 30, 2015		7,589,738
Balance, September 30, 2015	$	9,449,354
Net loss for the period included in earnings relating to the liabilities held at September 30, 2015	$	7,589,738

6. Convertible Promissory Notes – Continued

Derivative Liability- Warrants

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

During the three months ended September 30, 2015 no warrants were issued along with convertible note.

The fair value of the described embedded derivative on all warrants was valued at $995,411 at September 30, 2015 and $143,375 at June 30, 2015 which was determined using the Black Scholes Model with the following assumptions:

	September 30,	June 30, 2015
	2015
Dividend yield:	0 %	0%
Volatility	356.75 %	288.96%
Risk free rate:	.92% – 1.37 %	1.01% - 1.63%

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2014	15,204		$	242.57	2.62 years
Warrants issued	19,104			236.92	4.46 years
Exercised	(5,927	)		257.08	-
Cancelled	-			-	-
Expired	(1,289	)		240.00	-
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Warrants issued	-			-	-
Exercised	-			-	-
Cancelled	-			-	-
Expired	-			-	-
Balance, September 30, 2015	27,092		$	100.98	3.54 years

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, 2015 and June 30, 2015:

		Derivative
		Liability (warrants)
Balance, June 30, 2014	$	5,416,000
Initial fair value of warrant derivatives at note issuances		791,407
Fair value of warrant exercised		(2,730,022	)
Mark-to-market at June 30, 2014 – warrant liability		(3,334,009	)
Balance, June 30, 2015	$	143,376
Initial fair value of warrant derivatives at note issuances		-
Fair value of warrant exercised		-
Mark-to-market at September 30, 2015 – warrant liability		852,035
Balance, September 30, 2015	$	995,411
Net loss for the period included in earnings relating to the liabilities held at September 30, 2015	$	852,035

At September 30, 2015 and 2014, the Company adjusted the recorded fair value of the derivative liability on warrants to market resulting in non-cash, non-operating loss of $852,035 and gain of $2,980,546 for the three months ended September 30, 2015 and 2014, respectively.

During the three months ended September 30, 2015 the Company reclassed the derivative liability on warrants of $0 to additional paid in capital on exercise of warrants.

7. Related Party Transactions

During the three months ended September 30, 2015, the Company incurred consulting fees of $815 (June 30, 2015 - $157,086) with directors and officers out of which there were no stock payments (June 30, 2015 - $58,990 were paid by issuance of 2,167 shares of the Company common stock).

As of September 30, 2015, the Company repaid to a director for a non-interest bearing demand loan of $nil (Note 9) (June 30, 2015 – payable $47,537).

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.

8. Going Concern and Liquidity Considerations

The accompanying 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, 2015, the Company had a working capital deficiency of $11,267,263 (June 30, 2015 - $2,456,477) and an accumulated deficit of $58,713,588 (June 30, 2015 - $49,567,348). 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.

8. Going Concern and Liquidity Considerations – Continued

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

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

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

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

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

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

On August 1, 2014, the Company entered into a consulting agreement with a consultant to provide advice relative to corporate and business services and to perform other related activities. Pursuant to the terms of the agreement, the Company will issue 500 common shares of the Company valued at $5,000. These shares were issued in full effective October 22, 2014.

9. Commitments and Contingencies - Continued

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 $30,044.

Litigation

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 fulfilled.

During the three months ending September 30, 2015, the directors of the company decided that the loan is irrecoverable and has been written off to $nil.

11. Discontinued Operations

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

Operating results for the quarter ended September 30, 2015 and 2014 for Alta Disposal Morinville Ltd. are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the consolidated balance sheet.

11. Discontinued Operations - continued

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

		September 30,			September
		2015			30, 2014
Revenue	$	-		$	16,067
Selling, general and administrative	$	(54,074	)		(164,638	)
Loss from discontinued operations	$	(54,074	)	$	(148,571	)

Consolidated Balance Sheets		September 30,		June 30, 2015
		2015
Current assets:
Cash and cash equivalents	$	23,820	$	46,731
Receivable, net		22,679		28,160
Prepaid expenses		-		-
Impairment of net assets		-		(60,178	)
	$	46,499		14,713
Current liabilities:
Accounts payable	$	6,236	$	6,696

12. Subsequent Events

Issuances of Common Shares

On October 8, 2015, the Company issued 8,044 common shares at a deemed price of $0.0001 per share to the depository trust as a result of the reverse stock split.

On October 28, 2015 the Company issued 554,000 common shares at a deemed price of $0.01 per share for promissory note conversion.

Convertible Promissory Notes

On November 6, 2015, the Company entered into an agreement with an investor. Pursuant to the terms of the agreement, the investor acquired a 10% convertible note with an aggregate face value of $12,000, with an issuance discount of 10% and maturity of one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the company’s common stock.

On December 1, 2015, the Company entered into a securities purchase agreement with an investor pursuant to which the investor acquired a convertible promissory note with an aggregate face value of $18,000, which amount includes the purchase price of $15,000, $1,500 for pre-paid interest at the rate of 10% for 12 months, and $1,500 in respect of legal fees incurred by the investor. The convertible note has a maturity date of December 1, 2016 and is convertible, at the option of the holder, in whole or in part, into shares of the company’s common stock at price per share equal to 65% of the lowest reported sale price of the Company’s common stock during the 20 trading days prior to December 1, 2015 or prior to the applicable conversion date.

On December 1, 2015, the Company entered into a second securities purchase agreement with an investor pursuant to which the investor acquired a convertible promissory note with an aggregate face value of $18,000, which amount includes the purchase price of $15,000, $1,500 for pre-paid interest at the rate of 10% for 12 months, and $1,500 in respect of legal fees incurred by the investor. The convertible note has a maturity date of December 1, 2016 and is convertible, at the option of the holder, in whole or in part, into shares of the company’s common stock at price per share equal to 65% of the lowest reported sale price of the Company’s common stock during the 20 trading days prior to December 1, 2015 or prior to the applicable conversion date.

On December 3, 2015, the Company issued 10% convertible redeemable note. Pursuant to the terms of the agreement, the investor acquired a convertible note with an aggregate face value of $17,000 with a maturity of one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the company’s common stock at 65% of lowest trading price at the date of conversion.

12. Subsequent Events - continued

The Company has evaluated subsequent events from October 1, 2015, through the date of this report, and determined there are no other items to disclose.

Subsequent to the issuance of June 30, 2015 financial statements, management determined that the warrants issued were incorrectly valued and derivative liability on the conversion option embedded in convertible notes was not recognized and during the three months period ending September 30, 2015, these warrants were revalued and a derivative liability on the conversion option was calculated. As a result of revaluation of the warrants, the consolidated balance sheet for the year ending June 30, 2015, the consolidated statements of operations and comprehensive income (loss) and consolidated statement of cash flows for the three months period ending September 30, 2014 and consolidated statements of changes in stockholders’ deficit for the period ending June 30, 2014 and June 30, 2015 were restated.

13. Restatement to previously issued financial statements

The following tables reflect the corrections to the affected line items in the previously issued financial statements as of and for the years ended June 30, 2015 and for the quarter ended September 30, 2014.

Effect on Condensed Consolidated Balance Sheet

		Year ended June 30, 2015
		As previously		Effect of Restatement		As Restated
		reported
ASSETS
Current
Cash and cash equivalents	$	64,099	$	-	$	64,099
Receivable		13,421		-		13,421
Loan receivable		20,000		-		20,000
Prepaid expenses		2,788		-		2,788
Current assets held for sale		14,713		-		14,713
Total current assets		115,021		-		115,021
Deposit on Alta Disposal Morinville Ltd.		-		-		-
Investment Held for Sale (Note 15)		-		-		-
Total Assets	$	115,021	$	-	$	115,021
LIABILITIES
Current
Accounts payable and accrued liabilities (note 9)	$	65,962	$	-	$	65,962
Derivative liability – warrants (Note 6)		3,134		140,241		143,375
Derivative liability – convertible promissory notes (Note 6)		-		1,646,448		1,646,448
Due to related party (Note 8)		115,000		-		115,000
Convertible promissory notes (Note 6)		300,887		233,107		533,994
Accrued interest – convertible promissory notes (Note 6)		60,022		-		60,022
Liabilities of discontinued operations		6,696		-		6,696
Total Current Liabilities	$	551,701	$	2,087,796	$	2,571,497

13. Restatement to previously issued financial statements - continued

STOCKHOLDERS’ DEFICIT
Capital stock (Note 3)
Authorized:   100,000,000 preferred shares, $0.001 par value   10,000,000,000 common shares, $0.001 par value   Issued and outstanding:   Nil preferred shares (June 30, 2014 – Nil)		-			-			-
7,574,353 common shares (June 30, 2014 – 47,990)		7,575			-			7,575
Additional paid-in capital		43,165,743			4,217,489			47,383,232
Accumulated other comprehensive loss		(29,484	)		-			(29,484	)
Deficit accumulated during the exploration		(43,267,064	)		(6,237,285	)		(49,504,349	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(123,230	)		(2,019,796	)		(2,143,026	)
Non-controlling interest		(313,450	)		-			(313,450	)
Total Stockholders’ Deficit		(436,680	)		(2,019,796	)		(2,456,476	)
Total Liabilities and Stockholders’ Deficit	$	115,021		$	-		$	15,021

Effect on Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

		Three months ended September 30, 2014
		As previously			Effect of
		reported			Restatement			As Restated
Revenue	$	16,067		$	(16,067	)	$	-
Operating Expenses:
Mining (Notes 3 & 5)		15,000			-			15,000
Selling, general and administrative (Notes 3 & 5)		502,629			(164,638	)		337,991
Total operating expenses		517,629			(164,638	)		352,991
Loss from operations		(501,562	)		148,571			(352,991	)
Other income (expenses)
Interest expense (Note 6)		(1,562,421	)		838,350			(724,071	)
Gain (loss) on change in the fair value of derivative liability (Note 6)		2,458,446			764,983			3,223,429
Fair Value of Warrants issued		(397,070	)		397,070			-
Amortization of discount on debt discount		-			(709,644	)		(709,644	)
Equity in income of investment held for sale		48,423			-			48,423

13. Restatement to previously issued financial statements - continued

(Loss) income before income taxes		45,816			1,439,329			1,485,145
Provision for Income Taxes (Note 4)		-			-			-
(Loss) income from continuing operations		45,816			1,439,329			1,485,145
(Loss) from discontinued operations		-			(148,571	)		(148,571	)
Net (loss) income		45,816			1,290,758			1,336,574
Less: Net (loss) income attributable to the non-controlling interest		(72,800	)		-			(72,800	)
Net (loss) income attributable to Lithium Exploration Group, Inc. Common shareholders	$	118,616		$	1,290,758		$	1,409,374
Basic and Diluted (loss) income per Common Share		0.00			33,87			22.24
Basic and Diluted Weighted Average Number of Common Shares Outstanding		253,441,532			(253,378,172	)		63,360
Comprehensive (loss) income :
Net (loss) income		45,816			1,290,758			1,336,574
Foreign currency translation adjustment		(1,864	)		-			(1,864	)
Comprehensive (loss) income		43,952			1,290,758			1,334,710
Comprehensive income (loss) attributable to non-controlling interest		(72,800	)		-			(72,800	)
Comprehensive (loss) income attributable to Lithium Exploration Group, Inc.	$	116,752		$	1,290,758		$	1,407,510

Effect on Condensed Consolidated Statements of Cash Flows

		Three months ending September 30, 2014
		As previously			Misstatement			As Restated
		reported			Adjustment
Cash Flows from Operating Activities
Net loss from continuing operations	$	45,816		$	1,439,329		$	1,485,145
Loss from discontinued operations		-			(148,571	)		(148,571	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income of investment held for sale		(48,423	)		-			(48,423	)
Common shares issued for consulting fees		87,000			-			87,000
Interest expense		1,478,356			(838,350	)		640,006
Amortization of discount on derivative liabilities		-			709,644			709,644
Bad debt written-off		-			-			-
Common shares issued for interest expenses		31,642			-			31,642
(Gain) loss on change in the fair value of derivative liability		(2,458,446	)		(764,983	)		(3,223,429	)
Fair value of warrants issued		397,070			(397,070	)		-

13. Restatement to previously issued financial statements - continued

Changes in operating assets and liabilities:
Receivable, net		4,147			(4,147	)		-
Prepaid expenses		18,976			(2,366	)		16,610
Accrued interest		52,423			-			52,423
Accounts payable and accrued liabilities		101,391			(62,110	)		39,281
Net cash used in operating activities from continuing operations		(290,048	)		(68,623	)		(358,671	)
Net cash used in operating activities from discontinued operations		-			65,941			65,941
Net cash used in operating activities		(290,048	)		(2,682	)		(292,730	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes		400,000			-			400,000
Net cash provided by financing activities		400,000			-			400,000
Effect of foreign exchange		(1,864	)		-			(1,864	)
Increase (decrease) in cash and cash equivalents		108,088			(2,684	)		105,406
Cash and cash equivalents - beginning of period		69,732			(12,100	)		57,632
Cash and cash equivalents - end of period	$	177,820		$	(14,782	)	$	163,038
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		$	(462,368	)	$	523,666
Transfer of beneficial conversion feature to fair value of note	$	215,385		$	(215,385	)	$	-
Common stock issued on cashless exercise of warrants	$	766,675		$	1,605,259		$	2,371,934
Derivative liability re-classed to additional paid in capital	$	-		$	919,506		$	919,506
Debt discount on convertible note and warrants	$	-		$	367,333		$	367,333
Initial derivative liability on note issuance	$	-		$	1,007,232		$	1,007,232

Effect on Condensed Consolidated Statements of Changes in Stockholders’ Deficit

		Year ended June 30, 2015
		As previously
		reported					As Restated
				Misstatement Adjustment
Additional Paid in Capital
Beginning Balance	$	38,573,856	$	538,043		$	39,111,899
Common shares issued for debt conversion		3,636,984		(1,457,586	)		2,179,398
Common shares issued for exercise of warrants		767,879		1,962,041			2,729,920
Common shares issued for reclassification of derivative liability on convertible notes		-		3,174,990			3,174,990
Closing Balance	$	43,165,743	$	4,217,488		$	47,383,231

13. Restatement to previously issued financial statements - continued

Accumulated deficit
Beginning Balance	$	(40,821,871	)	$	(6,166,108	)	$	(46,987,979	)
Net loss for the period		(2,445,193	)		(71,176	)		(2,516,369	)
Closing Balance	$	(43,267,064	)	$	(6,237,283	)	$	(49,504,347	)
Total Equity
Beginning Balance	$	(2,355,136	)	$	(5,628,065	)	$	(7,983,201	)
Common shares issued for consulting fees		118,990						118,990
Common shares issued for investor relations		68,000						68,000
Common shares issued for exercise of warrants		767,981			1,962,039			2,730,020
Common shares issued for debt conversion		3,644,405			(1,457,585	)		2,186,820
Common shares issued for reclassification of derivative liability on convertible notes		-			3,174,990			3,174,990
Common shares issued to trust		38			-			38
Foreign exchange translation		(23,715	)					(23,715	)
Net loss for the period		(2,657,243	)		(71,176	)		(2,728,419	)
Closing Balance	$	(436,680	)	$	(2,019,797	)	$	(2,456,477	)

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, 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 then wholly owned subsidiary, Alta Disposal Ltd. (formerly 1617437 Alberta Ltd.), an Alberta, Canada corporation, completed the acquisition of 51% of the shares of Blue Tap Resources Inc. for total payment of CAD$466,547. As of September 30, 2013, CDN $300,000 (US$294,908) was paid regarding the acquisition. As a result of the share acquisition, Blue Tap Resources Inc. 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.

41

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. 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. We have subsequently sold our interest in Tero on May 1, 2015 as further described below.

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.

On January 19, 2015, we received written consent from our company’s board of directors to effect a reverse stock split of our issued and outstanding shares of common stock on a basis of 20 old shares of common stock for 1 new share of common stock. Stockholders of our company originally approved the reverse stock split on October 14, 2014 at a special meeting. Our authorized capital will not be affected by the reverse stock split.

On May 1, 2015, our company entered into a share purchase agreement with an individual and disposed of our 50% interest in Tero in consideration of $300,000.

On June 22, 2015, in accordance with our articles of incorporation, our board of Directors has designated 250,000 of our 100,000,000 authorized shares of Preferred Stock as Series “A” Preferred Stock. The Series “A’ Preferred Stock, par value $0.001, will rank senior to our common stock, carrying general voting rights with the common stock at the rate of 62 votes per share. The Series “A” Preferred Stock will be deemed cancelled within 1 year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of Series “A” Preferred Stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of Series “A” Preferred Stock will be required for any change to our Articles of Incorporation.

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

42

Effective September 4, 2015, our company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby we sold all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 (approximately USD$7,531.25) .

On July 13, 2015 our company's directors approved an increase to our authorized capital from 2,000,000,000 shares of common stock, par value $0.001 to 10,000,000,000 shares of common stock, par value of $0.001 per share and a reverse stock split on a basis of up to 200 old shares of common stock for one (1) share of common stock. The increase of authorized capital and stock split was approved by shareholders on July 13, 2015. A Definitive Schedule 14C was filed with United States Securities and Exchange Commission ("SEC") on August 6, 2015. On September 9, 2015, we filed with the Nevada Secretary of State a Certificate of Amendment increasing our authorized capital from 2,000,000,000 shares of common stock, par value $0.001 to 10,000,000,000 shares of common stock, par value of $0.001 per share. The reverse split became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 30, 2015. Effective September 30, 2015, our new CUSIP number is 53680P308.

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.

Disclosure Adjustments for Reverse Stock Split

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

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

In this Quarterly Report and in the accompanying financial statements and notes, the above described reverse splits are reflected retrospectively in the descriptions of shares and warrants, and their corresponding issuance and exercise prices, except where otherwise indicated.

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.

43

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 239 shares (on a pre-reverse split basis) of our common stock at the price of USD$330 per share.

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 500 shares (of our common stock currently held by him , for a total price of $4,000 ($1 pre-reverse splits). Additionally, if, for any reason, Mr. Walsh failed to deliver the 500shares 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.

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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 petrochemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we agreed to issue to GD Glottech International 500 common shares of our capital stock which obligation has been satisfied through the transfer to GD Glottech International of 500 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.

Pursuant to the license agreement, we obtained the exclusive right to use the mechanical ultrasound technology within the field of non-petrochemical 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.

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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. 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.

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.

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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 continued 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.

On December 18, 2015 we withdrew our complaint against Glottech-USA, LLC filed in the Court of Common Pleas in Chester County, Pennsylvania. Concurrently, we released Glottech –USA, LLC and its former principals, Mark Seigel, Larry Nesbit and Ron Fender, from any and all claims related to the complaint.

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.

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.

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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.

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.

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• 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. Effective September 4, 2015, our company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby we sold all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 (approximately USD$7,531.25) .

Tero Oilfield Services Ltd. Acquisition (and Disposition)

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 (the “Tero Shares”) in exchange for an aggregate of CAD$1,000,000. As part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr. Hofmann by way of a promissory note.

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

Loans of Our Company

Since March 2014, our company has received various loans from unrelated third party that are listed below. These loans are convertible into shares of our company pursuant to the terms of the loan agreements. In the descriptions below of the loans, the issuance of common shares pursuant to the conversion of debt pursuant to convertible promissory notes, and the issuance of common shares pursuant to the exercise of warrants, transactions are a on a post reverse stock split basis. These adjustments include our first reverse share split approved on January 19, 2015 (20 old shares of common stock for one (1) new share of common stock), and our second reverse stock split approved by our board of directors on July 13, 2015 (200 old shares of common stock for one (1) new share of common stock). All the loans, convertible promissory notes, and warrants include terms that make them subject to the share splits.

Loan Agreements with JDF Capital Inc.

$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 our company’s common stock, par value $0.001 per share at the option of the holder. During the three months ended September 30, 2015, an interest expense of $8,362 (June 30, 2015 - $6,279) was accrued.

In addition on March 15, 2014, we issued an aggregate of 4,583 warrants to JDF in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $240.00 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.

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

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On March 30, 2015, our directors approved an amendment to the note. We amended and restated a $50,000 portion of the $550,000 note, into a new promissory note to LG Capital Funding LLC, in the amount of $50,000 to provide conversion features equal to 50% of the lowest closing price of the last 20 trading days prior to conversion, as well as 10% per annum interest and become due and payable one year after the issuance date.

To date, we have issued the following securities in conversion of the $400,000 portion of the March 15, 2014 convertible promissory note held by JDF Capital:

• On September 23, 2014, we issued 455 common shares at a deemed price of $10.90 per share for promissory note and interest conversion of $5000.
• On October 3, 2014, we issued 2,500 common shares at a deemed price of $10.00 per share for promissory note and interest conversion of $25,000.
• On October 6, 2014, we issued 2,500 common shares at a deemed price of $10.00 per share for promissory note and interest conversion of $25000.00.
• On October 7, 2014, we issued 2,750 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $24,200.
• On October 13, 2014, we issued 3,409 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $30,000.
• On October 21, 2014, we issued 5,000 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $29,000.
• On October 31, 2014, we issued 3,750 common shares at a deemed price of $04.60 per share for promissory note and interest conversion of $17,250.
• On November 10, 2014, we issued 4,952 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $20,800.
• On November 13, 2014, we issued 5,000 common shares at a deemed price of $3.60 per share for promissory note and interest conversion of $18,000.
• On November 18, 2014, we issued 6,410 common shares at a deemed price of $3.12 per share for promissory note and interest conversion of $20,000.
• On December 1, 2014, we issued 7,500 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $21,000.
• On December 5, 2014, we issued 7,500 common shares at a deemed price of $2.00 per share for promissory note and interest conversion of $15,000.
• On December 8, 2014, we issued 8,750 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $12,250.
• On December 10, 2014, we issued 11,250 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $13,500.
• On December 15, 2014, we issued 12,500 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $15,000.
• On December 18, 2014, we issued 15,000 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $18,000.
• On April 1, 2015, we issued 19,110 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $22,932.
• On April 7, 2015, we issued 19,608 common shares at a deemed price of $1.02 per share for promissory note and interest conversion of $20,000.
• On April 10, 2015, we issued 25,000 common shares at a deemed price of $0.61 per share for promissory note and interest conversion of $15,250.
• On April 17, 2015, we issued 25,000 common shares at a deemed price of $0.48 per share for promissory note and interest conversion of $12,000.

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• On April 17, 2015, we issued 25,000 common shares at a deemed price of $0.40 per share for promissory note and interest conversion of $10,000.
• On April 20, 2015, we issued 25,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $6,500.
• On April 22, 2015, we issued 30,000 common shares at a deemed price of $0.24 per share for promissory note and interest conversion of $7,200.
• On April 28, 2015, we issued 30,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion of $6,000.
• On April 30, 2015, we issued 45,000 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $5,850.
• On May 4, 2015, we issued 50,000 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $6,500.
• On May 7, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $6,375.
• On May 8, 2015, we issued 75,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $5,250.
• On May 13, 2015, we issued 119,900 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $8,393.

To date, we have issued the following securities in conversion of the $100,000 portion of the March 15, 2014 convertible promissory note held by River North Equity:

• On April 23, 2015, we issued 32,360 common shares at a deemed price of $0.24 per share for promissory note and interest conversion of $7,766.
• On April 28, 2015, we issued issued 39,303 common shares at a deemed price of $0.20 per share for promissory note and interest conversion of $7,860.
• On April 30, 2015, we issued 48,584 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $7,288.
• On May 5, 2015, we issued 73,637 common shares at a deemed price of $0.13 per share for promissory note and interest conversion of $9,573.
• On May 8, 2015, we issued 78,892 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $6,311.
• On May 13, 2015, we issued 111,138 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $8,891.
• On May 15, 2015, we issued 160,565 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $11,239.
• On May 22, 2015, we issued 166,802 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $11,676.
• On September 11, 2015, we issued 434,084 common shares at a deemed price of $0.03 per share for promissory note conversion of $13,022.
• On September 18, 2015, we issued 486,623 common shares at a deemed price of $0.02 per share for promissory note conversion of $9,732.

As at September 30, 2015, a balance of $6,639 remains payable or convertible into common shares pursuant to the March 15, 2014 note (which amount excludes the restated $50,000 portion), whereas all of the accompanying warrants remain unconverted and outstanding.

On March 3, 2015, JDF Capital, LG Capital Funding, LLC and our company agreed to assign an aggregate of $50,000 from the note of JDF Capital to LG Capital and to amend the conversion price to equal to 65% of the lowest closing price of the our common stock for the last 20 trading days prior to conversion, as well as 10% per annum interest. As at the date of this report, we have made the following issuances of common stock in conversion of this convertible note:

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• On April 20, 2015, we issued 25,922 common shares at a deemed price of $0.39 per share for promissory note and interest conversion of $10,109.
• On May 27, 2015, we issued 102,839 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $7,198.
• On June 3, 2015, we issued issued 222,506 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $8,900.
• On June 15, 2015, we issued 218,089 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of 8,723.
• On May 1, 2015, we issued 53,741 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $8,061.
  On July 10, 2015, we issued 201,465 common shares at a deemed price of $0.04 per share for
• promissory note and interest conversion of $7,800.

As at the date of this report, there remains no balance payable pursuant to the note.

$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 ($160.00) or prior to the applicable conversion date. Our company will have the option to prepay the note within 60 days subject to a 10% penalty, within the subsequent 60 days subject to a 20% penalty, or anytime thereafter prior to maturity subject to a 30% penalty. The purchase price of the promissory note is payable in six installments beginning upon the effective date of the agreement (which amount has been paid) and monthly thereafter beginning on August 22, 2014. The promissory note is secured in first position against all assets of our subsidiary, Alta Disposal Ltd., pursuant to a general security agreement between Alta Disposal and JDF.

As additional consideration for the proceeds of the convertible note, we issued to JDF Capital warrants exercisable for 5 years to purchase up to 4,200 shares of our common stock at an exercise price of $160.00 per share, subject to cashless exercise provisions.

To date, we have issued the following securities in conversion of the August 6, 2014 convertible promissory note:

• On June 2, 2015, we issued 144,231 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $7,500.
• On June 5, 2015, we issued 220,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $10,010.
• On June 10, 2015, we issued 275,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $12,512.
• On July 8, 2015, we issued 125,000 common shares at a deemed price of $0.04 per share for promissory note conversion of $4,875.

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• On July 21, 2015, we issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion of $9,750.
• On July 29, 2015, we issued 298,269 common shares at a deemed price of $0.04 per share for promissory note conversion of $11,633.
• On September 18, 2015, we issued 475,000 common shares at a deemed price of $0.03 per share for promissory note conversion of $12,350.

As at September 30, 2015, $600,000 has been funded pursuant to the note of which approximately $431,370 remains unconverted and outstanding.

On March 9, 2015, JDF Capital and Blue Citi PR, LLC agreed to assign an aggregate of $100,000 from the convertible promissory note of JDF Capital (that was issued by our company) to Blue Citi PR LLC. As at the date of this report, we have issued the following securities in conversion of the promissory note:

• On April 22, 2015, we issued 14,793 common shares at a deemed price of $0.34 per share for promissory note and interest conversion $5,000.
• On April 30, 2015, we issued 45,000 common shares at a deemed price of $0.17 per share for promissory note and interest conversion $7.605.
• On May 7, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $6,825.
• On May 12, 2015, we issued 89,011 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $8,100.
• On May 13, 2015, we issued 125,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $9,750.

As at the date of this report, there remains a balance of $62,720 unconverted and payable pursuant to the note.

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 135 shares of our common stock at an exercise price of $740 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 396 common shares at a deemed price of $294.00 per share for promissory note and interest conversion of $116,550.
• On November 11, 2013, we issued 347 common shares at a deemed price of $168.00 per share for promissory note and interest conversion of $58,275.
• On December 4, 2013, we issued 359 common shares at a deemed price of $162.40 per share for promissory note and interest conversion of $58,275.
• On January 6, 2014, we issued 638 common shares at a deemed price of $91.28 per share for promissory note conversion of $58,275.
• On February 14, 2014, we issued 500 common shares at a deemed price of $89.60 per share for promissory note conversion of $44,800.

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• On March 3, 2014, we issued 475 common shares at a deemed price of $89.60 per share for promissory note conversion of $42,613.
• On June 10, 2014, we issued 400 common shares at a deemed price of $85.20 per share for promissory note conversion of $34,000.
• On June 27, 2014, we issued 425 common shares at a deemed price of $74.00 per share for promissory note conversion of $31,450.
• On July 16, 2014, we issued 450 common shares at a deemed price of $74.00 per share for promissory note and interest conversion of $33,300.
• On August 1, 2014, we issued 266 common shares at a deemed price of $67.00 per share for promissory note and interest conversion of $17,800.
• On September 3, 2014, we issued 750 common shares at a deemed price of $40.00 per share for promissory note and interest conversion of $30,000.
• On September 11, 2014, we issued 1,400 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $28,275.
• On October 22, 2014, we issued 4,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $27,550.
• On November 6, 2014, we issued 4,975 common shares at a deemed price of $4.20 per share for promissory note and interest conversion of $20,895.
• On November 19, 2014, we issued 8,500 common shares at a deemed price of $3.20 per share for promissory note and interest conversion of $27,200.
• On December 10, 2014, we issued 12,075 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $14,490.
• On December 17, 2014, we issued 15,425 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $18,510.
• On April 22, 2015, we issued 31,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $8,060.
• On April 24, 2015, we issued 41,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion of $8,715.
• On May 8, 2015, we issued 92,500 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $6,475.
• On May 14, 2015, we issued 132,000 common shares at a deemed price of $0.06 per share for promissory note and interest conversion $7,920
• On May 27, 2015, we issued 194,500 common shares at a deemed price of $0.05 per share for promissory note and interest conversion of $9,725.
• On June 3, 2015, we issued 225,000 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $9,000
• On June 11, 2015, we issued 284,000 common shares at a deemed price of $0.03 per share for promissory note and interest conversion of $8,520.
• On June 16, 2015, we issued 249,500 common shares at a deemed price of $0.03 per share for promissory note and interest conversion of $7,485.
• On September 15, 2015, we issued 438,000 common shares at a deemed price of $0.03 per share for promissory note conversion of $13,140.
• On October 28, 2015 we issued 554,000 common shares at a deemed price of $0.01 per share for promissory note conversion of $5,540.

As at September 30, 2015, there remains a balance of approximately $54,773 unconverted and payable pursuant to the note.

Together with the promissory note issued on February 13, 2013, we issued the following warrants:

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• warrants to purchase up to 135 of our common shares at an exercise price of $740.00 per share expiring February 13, 2018 (exercised);
• warrants to purchase up to 66 of our common shares at an exercise price of $760.00 expiring April 24, 2018 (exercised),
• warrants to purchase up to 74 of our common shares at an exercise price of $672.00 expiring June 4, 2018 (exercised),
• warrants to purchase up to 100 of our common shares at an exercise price of $500.00 expiring June 27, 2018 (exercised),
• warrants to purchase up to 84 of our common shares at an exercise price of $896.00 expiring August 14, 2018 (exercised),
• warrants to purchase up to 417 of our common shares at an exercise price of $240.00 expiring December 10, 2018 (exercised),
• warrants to purchase up to 179 shares of our common shares at an exercise price of $280.00 expiring February 20, 2019 (not exercised);
• warrants to purchase up to 952 of our common shares at an exercise price of $210.00 expiring April 16, 2019 (not exercised).

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. On August 28, 2014, we issued 2,598 common shares at a deemed price of $40.80 per share in full conversion of the promissory note and interest at face value of $105,983.

In addition, we issued warrants to purchase an aggregate of 278 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 $360.00 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. In addition, we issued warrants to purchase an aggregate of 1,289 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 $240.00 and expire after a term of six months. In the case that our common share closing price is greater than $240.00 per share for two days, the warrants may be exercised on a cashless basis at a price pursuant to the warrant. The warrants expired unexercised.

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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 1,684 common shares at a deemed price of $22.20 per share for promissory note and interest conversion of $37,375.
• On September 16, 2014, we issued 953 common shares at a deemed price of $21.33 per share for promissory note and interest conversion of $20,322.

On April 8, 2015, we issued 21,838 common shares at a market price of $0.85 per share for promissory note and interest conversion of $18,475. As at the date of this report, there remains no balance payable pursuant to the note.

Loan Agreements with LG Capital Funding, LLC

On February 27, 2014, we entered into another 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 a promissory note carrying interest at the rate of 10% per annum and due March 3, 2016. The promissory note is convertible into common shares of our company 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. During the year ended June 30, 2015, the full face value of the note including interest (being $80,145 (June 30, 2014 - $Nil) in the aggregate) was fully converted to 28,087 common shares pursuant to the following issuances of common stock:

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

On March 3, 2015, 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 $29,000 in consideration of our issuance of convertible promissory notes. We issued LG Capital a convertible promissory note with 10% interest due March 3, 2016 and convertible into common shares on a cashless basis at a price of 65% of the lowest closing bid price of our common shares during the prior 20 trading days including the delivery of any related conversion notice.

On September 11, 2015, the Company issued 80,801 common shares at a deemed price of $0.04 per share for partial conversion of the March 3, 2015 promissory note. During the year ended June 30, 2015, an interest expense of $967 was accrued in respect of the note. As at the date of this report, there remains a balance of approximately $26,000 unconverted and payable pursuant to the note.

On September 30, 2015, we entered into a securities purchase agreement with LG Capital Funding, LLC. Pursuant to the terms of the agreement, JDF Capital acquired a convertible redeemable promissory note with an aggregate principal amount $27,000 due on September 30, 2016 which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at the lower of 65% discount of the lowest trading price for the 20 days prior to conversion date subject to various prescribed conditions.

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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. 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 385 common shares at a deemed price of $26.00 per share for promissory note and interest conversion of $10,000.
• On September 23, 2014, we issued 962 common shares at a deemed price of $13.00 per share for promissory note and interest conversion of $12,500.
• On October 9, 2014, we issued 1,667 common shares at a deemed price of $9.00 per share for promissory note and interest conversion of $15,000.
• On October 16, 2014, we issued 1,829 common shares at a deemed price of $8.20 per share for promissory note and interest conversion of $15,000.
• On October 24, 2014, we issued 2,206 common shares at a deemed price of $6.80 per share for promissory note and interest conversion of $15,000.
• On October 31, 2014, we issued 3,125 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $15,000.
• On November 17, 2014, we issued 3,947 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $15,000.
• On December 3, 2014, we issued 5,357 common shares at a deemed price of $2.80 per share for promissory note and interest conversion of $15000.
• On December 16, 2014, we issued 9,286 common shares at a deemed price of $1.40per share for promissory note and interest conversion of $13,000.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition, we issued an aggregate of 370 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 $270.00 and expire after a term of five years. As at the date of this report we have made the following issuances of common stock in full exercise of the February 28, 2014 warrant:

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

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 $300 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. As at the date of this report, we have made the following issuances of common stock in full conversion of the February 28, 2014 note:

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• On September 23, 2014, we issued 2,500 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $27,520.
• On October 27, 2014, we issued 3,750 common shares at a deemed price of $5.80 per share for promissory note and interest conversion of $21,520.
• On November 3, 2014, we issued 3,750 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $17,250.
• On December 10, 2014, we issued 8,500 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $10,200.
• On April 1, 2015, we issued 15,000 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $18,000.
• On April 7, 2015, we issued 22,500 common shares at a deemed price of $1.02 per share for promissory note and interest conversion of $22,950.
• On April 14, 2015, we issued 25,000 common shares at a deemed price of $0.49 per share for promissory note and interest conversion of $12,250.
• On April 20, 2015, we issued 30,000 common shares at a deemed price of $0.26 per share for promissory note and interest conversion of $7,800.
• On April 24, 2015, we issued 37,500 common shares at a deemed price of $0.21 per share for promissory note and interest conversion of $7,875.
• On April 29, 2015, we issued 45,000 common shares at a deemed price of $0.14 per share for promissory note and interest conversion of $6,300.
  On May 5, 2015 we issued 75,000 common shares at a deemed price of $0.01 per share for promissory note and interest conversion of $7,500.
• On May 8, 2015, we issued 75,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $5,250.
• On May 13, 2015, we issued 122,357 common shares at a deemed price of $ 0.07 for promissory note and interest conversion of $8,565.

In addition, we issued warrants to purchase an aggregate of 2,578 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 $240.00 during the period beginning August 28, 2014 and ending August 28, 2019. In the case that our common share closing price is greater than $240.00 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 4,528 common shares at a deemed price of $203.13 per share 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. 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 8, 2014, we issued 277 common shares at a deemed price of $38.00 per share for promissory note and interest conversion of $10,510.
• On September 11, 2014, we issued 652 common shares at a deemed price of $24.20 per share for promissory note and interest conversion of $15,777.
• On September 12, 2014, we issued 717 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $15,781.
• On September 15, 2014, we issued 479 common shares at a deemed price of $22.00 per share for promissory note and interest conversion of $10,529.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition, we issued warrants to purchase an aggregate of 235 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 $212.00 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 1) the date of the purchase agreement or 2) the day of the notice for conversion. As at the date of this report, we have made the following issuances of common stock in conversion of the March 3, 2014 note:

• On September 12, 2014, we issued 2,475 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $50,000.
• On October 23, 2014, we issued 1,471 common shares at a deemed price of $6.80 per share for promissory note and interest conversion of $10,000.
• On November 14, 2014, we issued 5,263 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $20,000.
• On November 18, 2014, we issued 7,193 common shares at a deemed price of $3.80 per share for promissory note and interest conversion of $27,335.

As at the date of this report, all interest and principal of the note has been fully converted.

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

• On April 14, 2015, we issued 5,385 common shares at a deemed price of $23.74 per share in full exercise of the warrants.

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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. 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 227 common shares at a deemed price of $44.00 per share for promissory note and interest conversion of $10,000.
• On September 11, 2014, we issued 413common shares at a deemed price of $24.20 per share for promissory note and interest conversion of $10,000.
• On September 17, 2014, we issued 354 common shares at a deemed price of $19.80 per share for promissory note and interest conversion of $7,000.
• On September 23, 2014, we issued 369 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $4,655.
• On September 29, 2014, we issued 1,250 common shares at a deemed price of $12.60 per share for promissory note and interest conversion of $15,750.
• On October 27, 2014, we issued 836 common shares at a deemed price of $6.40 per share for promissory note and interest conversion of $5,353.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition on March 4, 2014, we issued an aggregate of 235 warrants to Adar in consideration for purchasing the note. Subject to adjustments, these warrants are convertible into common shares at a price of $212.00 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 $240.00 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.

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 27, 2014, we issued 5,678 common shares at a deemed price of 5.80 per share for promissory note and interest conversion of $32,934.
• On December 12, 2014, we issued 18,612 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $22,334.
• On March 31, 2015, we issued 20,834 common shares at a deemed price of $1.20 per share for promissory note and interest conversion of $25,000.

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• On May 1, 2015, we issued 105,315 common shares at a deemed price of $0.16 per share for promissory note and interest conversion of $16,850.
• On May 7, 2015, we issued 90,775 common shares at a deemed price of $0.07 per share for promissory note and interest conversion of $6,354.
• On May 12, 2015, we issued 90,775 common shares at a deemed price of $0.07 per share promissory note and interest conversion of $6,354.
• On June 4, 2015, we issued 222,791 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $8,911.
• On June 11, 2015, we issued 428,933 common shares at a deemed price of $0.03 per share for promissory note and interest conversion $12,868.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

In addition on March 3, 2014, we issued an aggregate of 417 warrants to Black Mountain in consideration for purchasing the note. Subject to adjustments, each warrant is convertible into common shares at a price of $240.00 per share and expire after a term of five years. In the case that our common share closing price is greater than $240.00 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 full exercise of the March 3, 2014 warrants:

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

As at the date of this report, there remain no warrants remaining pursuant to the securities purchase agreement.

Loan Agreement with Blue Citi, LLC

Effective March 3, 2014, we entered into another securities purchase agreement with Blue Citi LLC. Pursuant to the terms of the agreement, Blue Citi 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 our company. The note was 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.

During the year ended June 30, 2015, $453,200 (June 30, 2014 - $Nil) in face value of the note including interest was fully converted to 49,640 (June 30, 2014 - Nil) common shares pursuant to the following issuances of common shares:

• On September 3, 2014, we issued 125 common shares at a deemed price of $40.00 per share for promissory note and interest conversion of $5,000.
• On September 15, 2014, we issued 1,396 common shares at a deemed price of $20.20 per share for promissory note and interest conversion of $28,200.
• On September 24, 2014, we issued 2,273 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $25,000.

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• On October 2, 2014, we issued 1,136 common shares at a deemed price of $11.00 per share for promissory note and interest conversion of $12,500.
• On October 13, 2014, we issued 2,670 common shares at a deemed price of $8.80 per share for promissory note and interest conversion of $23,500.
• On October 20, 2014, we issued 2,778 common shares at a deemed price of $7.20 per share for promissory note and interest conversion of $20,000.
• On October 21, 2014, we issued 2,500 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $15,000.
• On October 27, 2014, we issued 5,000 common shares at a deemed price of $6.00 per share for promissory note and interest conversion of $30,000
• On November 4, 2014, we issued 4,348 common shares at a deemed price of $4.60 per share for promissory note and interest conversion of $20,000.
• On December 4, 2014, we issued 7,500 common shares at a deemed price of $2.40 per share for promissory note and interest conversion of $18,000.
• On December 5, 2014, we issued 6,818 common shares at a deemed price of $2.20 per share for promissory note and interest conversion of $15,000.
• On December 8, 2014, we issued 6,667 common shares at a deemed price of $1.80 per share for promissory note and interest conversion of $12,000.
• On December 9, 2014, we issued 6,429 common shares at a deemed price of $1.40 per share for promissory note and interest conversion of $9,000.

There is no outstanding balance payable in respect of the note as of the date of this report. Along with the promissory

note entered on March 3, 2014, we issued warrants to acquire a total of 1,000 shares of the company for a period of three years at an exercise price of $200.00. On September 4, 2014, 25 warrants were exercised for 146 of our common shares at a deemed price of $456 in accordance with the terms of the 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 550 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 $200.00 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 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 is convertible into shares of our common stock at the lesser of $20.00 or 65% of the lowest trade price of our common stock during the 20 trading days immediately preceding a conversion date. As at the date of this report, we have made the following issuances of common stock in conversion of the October 31, 2014 note:

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• On April 30, 2015, we issued 49,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion of $9,800.
• On May 1, 2015, we issued 49,000 common shares at a deemed price of $0.20 per share for promissory note and interest conversion $9,800.
• On May 7, 2015, we issued 49,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $4,459.
• On May 11, 2015, we issued 110,000 common shares at a deemed price of $0.09 per share for promissory note and interest conversion $10,010.
• On May 14, 2015, we issued 110,000 common shares at a deemed price of $0.08 per share for promissory note and interest conversion $8,580.
• On May 27, 2015, we issued 150,000 common shares at a deemed price of $0.07 per share for promissory note and interest conversion $9,750.
• On June 2, 2015, we issued 150,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion $7,800.
• On June 15, 2015, we issued 165,154 common shares at a deemed price of $0.04 per share for promissory note and interest conversion $6,441.

As at the date of this report, there remains no balance unconverted and payable pursuant to the note.

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.

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 April 13, 2015, we issued 26,250 common shares at a deemed price of $0.64 per share for promissory note and interest conversion of$16,721.
• On April 27, 2015, we issued issued 26,250 common shares at a deemed price of $0.22 per share for promissory note and interest conversion of $5,801.
• On April 30, 2015, we issued 54,200 common shares at a deemed price of $0.15 per share for promissory note and interest conversion of $9,160.
• On May 5, 2015, we issued 78,892 common shares at a deemed price of $0.12 per share for promissory note and interest conversion of $9,230.
• On May 11, 2015, we issued 92,741 common shares at a deemed price of $0.09 per share for promissory note and interest conversion of $8,439.
• On May 19, 2015, we issued 166,802 common shares at a deemed price of $0.08 per share for promissory note and interest conversion of $13,091.

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• On June 9, 2015, we issued 255,000 common shares at a deemed price of $0.05 per share for promissory note and interest conversion of $13,260.
• On July 22, 2015, we issued 100,000 common shares at a deemed price of $0.05 per share for promissory note conversion of $5,200.

There remains a principal balance of $32,043 unconverted and payable pursuant to the note as at September 30, 2015. In addition on August 22, 2014 and September 19, 2014, we issued an aggregate of 538 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 $112.00and 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 Louis Feld

On February 6, 2015, Louis Feld provided our company with an aggregate investment of $88,500 in consideration of our issuance of a $88,500 convertible promissory note and warrants to acquire 13,828 common shares with an aggregate exercise price of $88,500. We issued Mr. Feld a convertible promissory note with 12% interest due August 6, 2016 and convertible into common shares on a cashless basis at a price of 65% of the lowest closing bid price of our common shares during the prior 20 trading days. During the year ended June 30, 2015, an interest expense of $3,750 was accrued. As at the date of this report, we have made the following issuances of common stock in conversion of promissory note:

• On August 17, 2015, we issued 250,000 common shares at a deemed price of $0.04 per share for promissory note and interest conversion of $9,750.
• On September 18, 2015, we issued 394,231 common shares at a deemed price of $0.03 per share for promissory note conversion of $10,250.

Loan Agreement with River North Equity LLC

On February 24, 2015, River North provided our company with an aggregate investment of $100,000 in consideration of our issuance of a convertible promissory note with a face value of $118,000. The face value of the note includes minimum interest for 18 months at the rate of 12% per annum, calculated monthly. The promissory note, which is due August 24, 2016, is convertible into common shares on a cashless basis at a price of 65% of the lowest closing bid price of our common shares during the prior 25 trading days including the delivery of any related conversion notice.

Bridge Loan Agreement with JDF Capital Inc.

On April 15, 2015, JDF Capital provided our company with a $50,000 loan with 10% interest per annum due April 15, 2015. On or about May 22, 2015 we prepaid the aggregate of $50,493.15, in full repayment of the loan, and aggregate accrued interest of $493.15.

Recent Loan Agreements

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

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On September 9, 2015, we entered into a securities purchase agreement with JDF Capital Inc. Pursuant to the terms of the agreement, JDF Capital acquired a convertible promissory note with an aggregate face value of $30,000 due on September 9, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

On November 6, 2015, we entered into another securities purchase agreement with JDF Capital Inc. Pursuant to the terms of the agreement, JDF Capital acquired a convertible promissory note with an aggregate face value of $12,000 due on November 6, 2016, which amount includes an issuance discount of 10% and carries interest at the rate of 10% per annum after 12 months. The note is convertible at a 35% discount to the lowest sale price for the 20 days trading days immediately prior to (i) the date of the purchase agreement, or (ii) the voluntary conversion date, subject to various prescribed conditions.

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

On December 1, 2015, we entered into a securities purchase agreement with VES Investment Trust dated December 1, 2015 pursuant to which we issued to VES Investment Trust a convertible promissory note in the aggregate principal amount of $18,000, which amount includes the purchase price of $15,000, 10% pre-paid interest (per annum, for 12 months) of $1,500, and $1,500 in respect of legal fees incurred by VES Investment Trust. The convertible note has a maturity date of December 1, 2016 and is convertible in whole or in part into shares of our common stock at price per share equal to 65% of the lowest reported sale price of our common shares during the 20 trading days prior to December 1, 2015 or prior to the applicable conversion date.

On December 3, 2015, we entered into a securities purchase agreement with LG Capital Funding pursuant to which we issued to LG Capital a convertible redeemable note with an aggregate face value of $17,000 due December 3, 2016 and bearing interest form issuance at the rate of 10% per annum payable on maturity. The holder of the note is entitled, at its option, before or after maturity, to convert all or a part of the principal or interest outstanding into shares of our common stock at a price equal to 65% of lowest trading price during the 20 trading days on the date the notice of conversion is delivered. In the event that we experience a DTC “Chill” on our shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect.

Agreements with Executive Officers, Directors and Consultants

Regardless of their date, the transactions described below are adjusted on a post reverse stock split basis. The adjustments included our first reverse share split approved by our board of directors on January 19, 2015 (on the basis of 20 old shares of common stock for one (1) new share of common stock), and our second reverse stock split, approved by our board of directors on July 13, 2015 (on the basis of 200 old shares of common stock for one (1) new share of common stock).

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

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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 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 1,908 S-8 shares on October 22, 2014 Mr. Kleinlein resigned as our chief financial officer as of November 1, 2014.

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.

On April 28, 2014, we entered into a consulting agreement, with our director, Brandon Colker, to provide services on behalf of our company. Pursuant to the terms of the consulting agreement, Mr. Colker was to receivem my May 15, 2014, compensation of $12,000 payable in unregistered restricted common shares of our company's common stock at a deemed value of $200 per share (Subsequent to the agreement, on February 12, 2015, Mr. Colker resigned as a director and consultant of the company and, accordingly, the common shares were not issued.

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 292 S-8 shares on September 1, 2014. The agreement expired and was not subsequently renewed.

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 500 common shares of our company to TEN Associates.

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Our company was made aware that a shareholder, who is also a director and officer of our company, had sold an aggregate amount of shares that would cause the shareholder to be required to pay our company with respect to a short swing profit. Our company informed the shareholder that the shareholder was liable to our company for an aggregate short swing profit of $80,523.58 under Section 16(b) of the Securities Exchange Act of 1934, as amended, for the profit realized from transactions in our company’s common stock. Our company and the shareholder entered into a settlement agreement dated December 31, 2014 wherein, in exchange for the forbearance of legal action by our company pursuant to Section 16(b) of the Act, the shareholder agreed to disgorge the short swing profit to our company as of the effective date of the short swing settlement agreement. Payment of the short swing profit from the shareholder was received by our company on December 31, 2014.

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

On December 23, 2014, Mr. Walsh made demand for repayment of the debt by our company. In connection with the assignment of debt agreement and the demand, Mr. Walsh and our company entered into a settlement agreement dated December 23, 2014 wherein our company is to repay the debt to Mr. Walsh in full. Our company also agreed to pay an aggregate of $150,000 to Mr. Walsh as a performance bonus for the services provided by Mr. Walsh for the period from August 2013 to March 2014 as related to the acquisition of Tero Oilfield Services Ltd. due on the following terms:

1.	an aggregate of $50,000 due immediately; and
2.	an aggregate of $100,000 bearing no interest and due on the earlier of:
	a.	at the sole discretion of our company; or
	b.	the date of the sale, merger, amalgamation or other business combination or reorganization of our company.

Results of Operations

We have not generated significant revenues since inception and have incurred $129,053 and $337,991 in operating expenses for the three month periods ended September 30, 2015 and 2014, respectively.

The following provides selected financial data about our company for the three month periods ended September 30, 2015and 2014.

Three months ended September 30, 2015and 2014.

		Three months			Three months
		ended			ended
		September
		30,			September 30,
		2015			2014
					(restated)
Revenue	$	-		$	-
Operating expenses	$	146,809		$	352,991
Other income (expenses):
Interest expense	$	(346,779	)	$	(724,071	)
Gain (loss) on derivative liability	$	(8,441,773	)	$	3,223,429
Amortization of debt discount	$	(170,943	)	$	(709,644	)
Bad Debt write-off	$	(20,000	)	$	-
Gain on disposal of business asset	$	7,637		$	-
Equity in income of investment held for sale	$	-		$	48,423
(Loss) from discontinued operations	$	(54,074	)	$	(148,571	)
Net (loss) income	$	(9,172,741	)	$	1,336,574

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Operating expenses for the three months ended September 30, 2015 decreased as a result of decreases in mining, and selling and general and administrative expenses.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2015, and June 30, 2015, respectively.

Working Capital

		As at		As at
		September 30,		June 30,
		2015		2015
				(restated)
Total current assets	$	83,864	$	115,020
Total current liabilities	$	11,351,128	$	2,571,497
Working capital (deficit)	$	11,267,264	$	2,456,477

Cash Flows

		Three Months			Three Months
		ended			Ended
		September			September
		30,			30,
		2015			2014
					(restated)
Net cash used in operating activities	$	(112,934	)	$	(292,730	)
Net cash used in investing activities	$	-		$	-
Net cash provided by financing activities	$	93,000		$	400,000
Effect of foreign exchange on cash	$	(9,588	)	$	(1,864	)
Increase (Decrease) in cash	$	(29,522	)	$	105,406

We had total current assets of $83,864as of September 30, 2015 compared to $115,020 as of June 30, 2015. We had a working capital deficit of $11,267,264 as of September 30, 2015 compared to a working capital deficit of $2,456,477 as of June 30, 2015.

The report of our auditors on our audited consolidated financial statements for the fiscal year ended June 30, 2015, 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.

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Anticipated Cash Requirements

We expect that we will require $650,000 during the twelve-month period ending September 30, 2016 on general and administrative expenses including legal and auditing fees, rent, office equipment, consulting fees, salaries, and other administrative related expenses. We do not intend to invest in capital expenditures, product research and development, or in the purchase of significant equipment over the twelve months ended September 30, 2016.

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

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, 2015 and 2014 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, 2015 are not necessarily indicative of the results to be expected for the year ending June 30, 2016 or for any future period. All references to September 30, 2015 and 2014 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, 2015, included in the Company’s annual report on Form 10-K filed with the SEC on December 3, 2015.

The condensed balance sheet as of June 30, 2015 has been restated during the period ending September 30, 2015, and do not include all disclosures required by the accounting principles generally accepted in the United States of America.

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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 Bluetap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $34,577 and $64,099 in cash and cash equivalents at September 30, 2015 and June 30, 2015, 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, 2015 and June 30, 2015, 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 consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

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

Our 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.

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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.

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 ending September 30, 2015 closing rate at 0.7466 CDN$: US$, average rate at 0.7637 CDN$: US$ and for the year ended June 30, 2015 closing rate at 0.8017 CDN$: US$, average rate at 0.8518 CDN$: US$.

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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, 2015 and June 30, 2015, our company had no material items of other comprehensive income except for the 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

The Company accounts for currently outstanding detachable warrants to purchase common stock as derivative liabilities as they are freestanding derivative financial instruments. The warrants are recorded as derivative liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the condensed consolidated statements of operations and comprehensive Income (Loss).

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. It provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption.Fair Value of Financial Instruments

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

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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 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.

Income Taxes

Our 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.

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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. Our company recorded $Nil (June 30, 2015 - $18,984) in allowance for doubtful accounts.

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-15 “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting).” The guidance issued previously in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff stated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We do not anticipate a material impact to our financial statements as a result of the amendments.

In September 2015, the FASB issued ASU 2015-16 an update to its guidance on business combinations. The new guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the measurement amounts are determined. The new guidance also requires that the acquirer records, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date. The new guidance also requires an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We does not anticipate a material impact to our financial statements as a result of the amendments.

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 our company or their effect on the financial statements would not have been significant.

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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, 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, 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, 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.

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.

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

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.

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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.

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.

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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 continued 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.

On December 18, 2015 we withdrew our complaint against Glottech-USA, LLC filed in Court of Common Pleas in Chester County, Pennsylvania. Concurrently, we released Glottech –USA, LLC and its former principals, Mark Seigel, Larry Nesbit and Ron Fender , from any and all claims related to the complaint.

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

We did not sell any equity securities which were not registered under the Securities Act during the three months ended September 30, 2015 that were not otherwise disclosed in this quarterly report on Form 10-Q or in our Form 10-K/A filed on December 4, 2015.

Item 3.         Defaults Upon Senior Securities

None.

Item 4.         Mine Safety Disclosures

Not applicable.

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Item 5.         Other Information

Subsequent to the issuance of June 30, 2015 financial statements, management determined that share purchase warrants issued were incorrectly valued, and derivative liability on the conversion option embedded in convertible notes was not recognized, and, during the three months period ending September 30, 2015, these warrants were revalued and a derivative liability on the conversion option was calculated. As a result of revaluation of the warrants, the consolidated balance sheet for the year ending June 30, 2015, the consolidated statements of operations and comprehensive income (loss) and consolidated statement of cash flows for the three months period ending September 30, 2014 and consolidated statements of changes in stockholders’ deficit for the period ending June 30, 2014 and June 30, 2015 were restated.

Please refer to Note 13 of our Condensed Consolidated Interim Financial Statements for the period ended September 30, 2015 (incorporated into this report) for an itemized description of the corrections to the affected line items in the previously issued financial statements as of and for the years ended June 30, 2015 and for the quarter ended September 30, 2014.

Item 6.         Exhibits

Exhibit
Number	Description
(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	Articles of Merger dated November 17, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 7, 2010)
3.6	Certificate of Amendment dated October 17, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
3.7	Articles of Incorporation of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.8	Certificate of Amendment of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.9	Bylaws of Alta Disposal Morinville Ltd. (formerly Blue Tap Resources Inc.) (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.10	Certificate of Incorporation of 1617437 Alberta Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.11	Articles of Amendment of Alta Disposal Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.12	Bylaws of Alta Disposal Ltd. (incorporated by reference to our Current Report on Form 8-K filed on October 24, 2013)
3.13	Certificate of Amendment filed September 9, 2015 (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed on September 15, 2015)
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
4.1	Certificate of Designation of Series B Preferred Stock (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014)
4.2	Certificate of Designation of Series A Preferred Stock (incorporated by reference to exhibit 4.1 of our Current Report on Form 8-K filed July 15, 2015

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(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)
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)

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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)
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)

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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)

83

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,
10.63	2014) Form of Convertible Promissory Note between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2014)
10.64	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 (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
10.76	Consultant Agreement dated August 1, 2014 between our company and TEN Associates LLC (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
10.77	Amending Agreement dated October 22, 2014 between International Compass, LLC and our company (incorporated by reference to our Quarterly Report on Form 10-Q/A filed on December 2, 2014)
10.78	Short Swing Settlement Agreement with Alexander R. Walsh dated December 22, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.79	Securities Purchase Agreement dated as of February 24, 2015 between our company and River North Equity LLC Debt Settlement Agreement with Alexander R. Walsh dated December 23, 2014 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.80	Form of Convertible Promissory Note between our company and River North Equity LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 23, 2015)
10.81*	Loan Agreement dated April 15, 2015 with JDF Capital Inc.
10.82*	Share Purchase Agreement dated May 1, 2015 among our company, Natel Hofmann and Tero Oilfield Services Ltd.
10.83*	Purchase Agreement dated November 6, 2015 with JDF Capital Inc.
10.84*	Convertible Promissory Note dated November 6, 2015 with JDF Capital Inc.

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10.85*	Securities Purchase Agreement dated December 1, 2015 with VES Investment Trust.
10.86*	Convertible Promissory Note dated December 1, 2015 with VES Investment Trust.
10.87*	Securities Purchase Agreement dated December 1, 2015 with JDF Capital Inc.
10.88*	Convertible Promissory Note dated December 1, 2015 with JDF Capital Inc.
10.89*	Securities Purchase Agreement dated December 3, 2015 with LG Capital Funding, LLC.
10.90*	Convertible Promissory Note dated December 3, 2015 with LG Capital Funding, LLC.
(14)	Code of Ethics
14.1	Code of Ethics (Incorporated by reference to our Annual Report on Form 10-KSB on September 28, 2007)
(21)	Subsidiaries of the Registrant
21.1	Alta Disposal Ltd., an Alberta, Canada corporation (wholly-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, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*file herewith

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: March 4, 2016	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial
	Officer
	and Principal Accounting Officer)

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EX-10.81

LOAN AGREEMENT

THIS AGREEMENT is made as the of April, 2015,

BETWEEN:

LITHIUM EXPLORATION GROUP, INC., a corporation incorporated under the laws of the State of Nevada, having an office at 3800 North Central Avenue, Suite 820, Phoenix, Arizona 85012.

(the “Borrower”)

AND:

JDF CAPITAL INC., a corporation incorporated under the laws of the State of New York having an office at 84 Tulip Ln., Freehold, New Jersey 07728.

(the “Lender”)

WHEREAS:

A.	the Borrower wishes to borrow and the Lender wishes to lend to the Borrower an aggregate principal amount of USD$50,000 (the “Loan”) with 10% interest to be used by the Borrower for general corporate and operational purposes; and
B.	the parties wish to record the terms and conditions of the Loan to be made pursuant to the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that pursuant to the premises and in consideration of the mutual covenants contained in this Agreement and the agreement of the Lender to advance funds to the Borrower, the parties covenant and agree as follows:

1. LOAN

1.1     Loan. The Lender is to make the Loan available to the Borrower as of the date of this Agreement and on execution of this Agreement and the promissory note as attached Schedule “A” of this Agreement (the “Promissory Note”).

1.2     Interest Rate. The Loan is to bear interest from the date any funds are advanced to the Borrower to the date of full repayment of all amounts outstanding under the Loan at 10% per annum, accruing daily before as well as after maturity, default or judgment (the “Interest Rate”). Interest shall be payable monthly, in arrears, commencing on the date of any particular advance under the Loan.

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1.3     Conditions Precedent to Advance. The Lender will not have any obligation to advance all or any portion of the Loan to the Borrower until all of the following have been fulfilled to the Lender’s satisfaction:

(a)	the Borrower has executed and delivered this Agreement;
(b)	the Borrower has executed and delivered to the Lender the Promissory Note; and
(c)	all filings necessary or advisable have been made in the appropriate jurisdictions.

1.4     Payment of Principal and Interest. The Borrower will pay to the Lender in full the principal amount of the Loan and all accrued and unpaid Interest on the earlier to occur of:

(a)	April 15, 2016, subject to extension upon mutual agreement of the Lender and Borrower; or
(b)	an Event of Default occurring hereunder.

1.5     Prepayment. The Borrower may prepay the Loan in whole or in part, at any time and from time to time without notice, bonus or penalty.

1.6     Applications of Payments. All payments on the Loan in cash made by the Borrower to the Lender are to firstly be applied to the Interest and secondly to the principal balance outstanding under the Loan.

1.7     Manner of Payments. The Borrower will make all payments to the Lender under this Agreement by wire transfer, cheque, direct deposit or bank draft in immediately available funds to such account or accounts of the Lender the Lender may direct.

1.8     Withholding Taxes. If the Borrower is required by law to withhold from any payment required to be made to the Lender under this Agreement or a Promissory Note, any amount on account of any taxes imposed by the laws of the United States, or the laws applicable therein, the Borrower will make the withholding and pay the amount withheld to the appropriate governmental authority before penalties attach or interest accrues. The amount of any payment required to be made hereunder by the Borrower to the Lender is to be reduced by any amount withheld and paid in respect of such payment in accordance with this Section. Upon request of the Lender, the Borrower will deliver to the Lender official tax receipts evidencing such payments.

2. REPRESENTATIONS AND WARRANTIES

2.1     Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender that:

(a) it has been duly incorporated, validly exists and is in good standing under the jurisdiction of its incorporation and each jurisdiction where it carries on business and has been duly licensed to carry on business in all jurisdictions where it is carrying on business;

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(b)	it has the power and authority to enter into, execute and deliver and to keep, observe and perform all of the covenants, agreements and other obligations made by or imposed on it under this Agreement and the Promissory Note (collectively, the “Loan Documents”);
(c)	the Loan Documents and all other instruments and agreements delivered by the borrower to the Lender pursuant to this Agreement have been or will be validly executed by it or on its behalf and, when delivered to the Lender, will be legal, valid and binding obligations of it, enforceable in accordance with their respective terms, except as enforcement may be limited by;

(i)	applicable bankruptcy, insolvency, moratorium, reorganization and similar laws at the time in effect affecting the rights of creditors generally; and
(ii)	equitable principles which may limit the availability of certain remedies, including the remedy of specific performance;

(d)	the execution, delivery and performance by it of the Loan Documents does not contravene any material provision of any regulation, order or permit applicable to it, or cause a breach of or constitute a default under or require any consent under any agreement or instrument to which it is a party or by which it is bound except such as have been obtained;
(e)	there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency, actual, pending or to its knowledge threatened against it which involves a significant risk of a judgment or liability which, if satisfied, would have an adverse effect upon its financial position or the ability to meet its obligations under this Agreement or to grant the Loan Documents;
(f)	it is not in default under any guarantee, note or other instrument evidencing any indebtedness, other than as disclosed in writing to the Lender by the Borrower, and to its knowledge there exists no state of facts which, after notice or lapse of time or both or otherwise, would constitute such a default; and
(g)	no event is outstanding which constitutes, or with notice or lapse of time or both would constitute, an Event of Default (as defined below).

3. COVENANTS

3.1     Affirmative Covenants. Until such time that the Loan and any outstanding Interest are repaid in full, the Borrower will:

(a)	pay all amounts due and owing to the Lender when due;
(b)	at all times maintain its corporate existence and be registered or licensed to carry on business in all jurisdictions where the nature of its business makes it prudent to do so;

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(c)	preserve and protect the goodwill, assets, business and undertaking of the Borrower;
(d)	maintain adequate records and books of account reflecting all financial transactions in conformity with generally accepted accounting principles and provide to the Lender its unaudited quarterly and audited annual financial statements, including its balance sheet, income statement and statement of cash flow;
(e)	comply in all material respects with all material contracts, arrangements, agreements or understandings entered into by the Borrower;
(f)	materially comply with all applicable environmental laws and promptly provide notice to the Lender of any material default or breach of any environmental law; and
(g)	pay all taxes and claims when due.

3.2     Negative Covenants. Until such time that the Loan and any outstanding Interest are repaid in full and without the prior consent of the Lender, the Borrower will not

(a)	guarantee, endorse or otherwise become surety for the obligations of any other person;
(b)	reorganize or amalgamate with any other person, except as has been fully disclosed to the Lender by the Borrower as of the date hereof;
(c)	make any inter-company loans or shareholder loans or investments, except in the ordinary course of business;
(d)	dispose of any of its assets, property or undertaking, except in the ordinary course of business; or
(e)	materially change its business.

4. EVENTS OF DEFAULT

4.1     Events of Default. Each of the following events constitutes a default by the Borrower under this Agreement (each, an “Event of Default”), unless the Lender agrees to waive such default:

(a)	the Borrower fails to pay any amount owing to the Lender under this Agreement when due, and such amount remains unpaid for five days;
(b)	any of the representations or warranties of the Borrower in this Agreement are misleading, or incorrect in any material respect;

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(c)

an order is made or a resolution passed for the liquidation or winding-up of the Borrower; or

(d)

if the Borrower becomes insolvent, admits in writing its inability to pay its debts as they become due or otherwise acknowledges its insolvency, commits an act of bankruptcy, makes an assignment or bulk sale of its assets, is adjudged or declared bankrupt or makes an assignment for the benefit of creditors or a proposal or similar action under any bankruptcy law or any similar legislation, or commences any other proceedings relating to it under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or thereafter in effect, or consents to any such proceeding.

4.2     Remedies for Events of Default. Upon the occurrence of an Event of Default, the Lender may:

(a)	immediately declare due and payable the outstanding balance of the Loan and any unpaid accrued Interest without presentment of the Notes, and without demand, protest or other notices of any kind, all of which are expressly waived by the Borrower; and/or
(b)	exercise any and all rights, powers, remedies and recourses available to the Lender under the Loan Documents, at law, in equity or otherwise.

4.3     Waiver of Default. The Lender may, in writing in their absolute discretion at any time and from time to time, waive any breach by the Borrower of any of its covenants in this Agreement, provided that any such waiver does not constitute a continuing waiver and does not constitute a waiver of any other term or provision of this Agreement.

4.4     No Waiver. No failure or delay on the part of the Lender in exercising any right, power or privilege under this Agreement operates as a waiver thereof; nor does any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies in this Agreement expressly specified are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. The acceptance by the Lender of any payment of or on account of the Loan after a default or of any payment on account of any partial default is not to be construed to be a waiver of any right to take advantage of any future default or of any past default not completely cured thereby. The Lender may exercise any and all rights, powers, remedies and recourses available to them under this Agreement, or any other remedy available to them, concurrently or individually without the necessity of an election.

5. GENERAL

5.1     Person. References in this Agreement to a “person” includes any individual, partnership, joint venture, company, corporation, unincorporated entity, government entity or other entity, whether having legal status or not, and includes persons acting in concert with each other.

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5.2     Independent Legal Advice. The Borrower acknowledges that:

(a)	this Agreement was prepared by the W.L. Macdonald Law Corporation for the Borrower;
(b)	W.L. Macdonald Law Corporation received instructions from the Borrower and does not represent the Borrower in regards to this Agreement;
(c)	the Lender has been requested by the Borrower and W.L. Macdonald Law Corporation to obtain its own independent legal advice on this Agreement prior to signing this Agreement;
(d)	the Lender has been given adequate time to obtain independent legal advice;
(e)	by signing this Agreement, the Lender confirms that he fully understands this Agreement; and
(f)	by signing this Agreement without first obtaining independent legal advice, the Lender waives his right to obtain independent legal advice.

5.3     Currency. All references to dollars or currency in this Agreement are to United States dollars.

5.4     Governing Law. This Agreement and all matters arising under it are to be governed by and construed in accordance with the laws of the State of Arizona and the federal laws of the United States applicable therein, and each of the parties submit and attorn to the jurisdiction of the courts of Arizona.

5.5     Severability. If any provision of this Agreement or any part thereof is determined to be invalid, it is to be severable and severed from this Agreement and the remainder of this Agreement is to be construed as if such invalid provision or part has been deleted from this Agreement.

5.6     Gender and Number. Words importing the masculine gender include the feminine and neuter genders and words in the singular include the plural, and vice versa.

5.7     Headings. The headings are inserted for convenience only and are not to affect the interpretation of this Agreement.

5.8     Non-limiting. The word “including”, when following any general statement, is to be construed as referring to all other things that could reasonably fall within the scope of such general statement, whether or not non-limiting language (such as “without limitation”) is used. 5.9 Notice. All notices, demands and payments under this Agreement must be in writing and may be delivered personally, via e-mail or by facsimile transmission to the addresses set out on the first page of this Agreement or to such other addresses as may from time to time be notified in writing by the parties. All notices will be deemed to have been given and received on the next business day following the date of transmission or delivery, as the case may be.

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5.10     Co-operation. Each of the parties will execute all such further documents and do all such further things as may reasonably be required by another party in order to give full effect to this Agreement.

5.11     Fees and Expenses. The Borrower will pay to the Lender all of its reasonable legal and other fees and disbursements in respect of the Loan, including the preparation, execution and carrying out of this Agreement, and on default will pay all costs, charges and expenses of the Lender. All such costs and expenses are payable by the Borrower to the Lender on demand, and in default of payment are to bear interest at the Interest Rate.

5.12     No Prejudice. Nothing in this Agreement is to prejudice or impair any other right or remedy that the Lender may otherwise have with respect to the Loan or any rights or remedies the Lender may have with respect to other loans that may be made to the Borrower.

5.13     Assignment. The Lender may assign or transfer its rights under this Agreement, or any portion of the Loan, with the prior written consent of the Borrower, which consent shall not be unreasonably withheld.

5.14     Enurement. This Agreement is binding upon and enures to the benefit of the Borrower and the Lender and their respective successors and assigns.

5.15     Confidentiality. All documents associated with this transaction are to be confidential and the parties will not disclose such documents to any other person except as may be required by law. Each party will use its reasonable efforts to provide prior notice to the other parties of any such discloser.

5.16     Time. Time is of the essence of this Agreement.

5.17     Entire Agreement; Conflict of Instruments. The Loan Documents represent the entire agreement between the parties and supersede any prior arrangements or agreement, whether in writing or not, among the parties.

[THIS PART LEFT INTENTIONALLY BLANK]

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5.18     Counterparts. The parties may deliver this Agreement in counterparts and by facsimile transmission, with the same effect as if all parties had all signed an original copy of the same agreement, and all counterparts are to be construed together as one and the same agreement.

AS EVIDENCE OF THEIR AGREEMENT the parties have caused this Agreement to be executed and delivered as of the date first noted above.

LITHIUM EXPLORATION GROUP, INC.

Per:	/s/Alexander Walsh
	Authorized Signatory

JDF CAPITAL INC.

Per:	/s/John Fierro
	Authorized Signatory

8

SCHEDULE “A”

PROMISSORY NOTE

April 15, 2015

TO:	JDF CAPITAL INC.(the “Lender”)
	84 Tulip Ln., Freehold
	New Jersey 07728

FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Borrower”) acknowledges itself indebted and promises to pay to, or to the order of, the Lender at the address indicated above the sum of fifty thousand dollars (USD$50,000) (the “Principal Sum”), together with interest on the outstanding balance of the Principle Sum from time to time at the rate equal to 10% PER ANNUM, both before and after maturity, on April 15, 2016, subject to any restrictions on such demand as set out in a Loan Agreement between the Lender and the Borrower dated as of April 15, 2015. Interest shall be payable monthly, in arrears commencing on the date of the advance of any amount in the Principal Sum.

If any payment is not made when required to be made in accordance with this promissory note, interest is to be paid by the Borrower on such overdue amount, including any accrued and unpaid interest, in the same manner as is paid on the Principal Sum.

The Borrower waives presentment for payment, protest or notice of protest and notice of dishonour of this promissory note.

DATED at this 15th day of April, 2015.

LITHIUM EXPLORATION GROUP, INC.

Per:	/s/Alexander Walsh
	Authorized Signatory

9

EX-10.82

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement is made effective as of the 1^st day of May, 2015.

BETWEEN:

ALTA DISPOSAL LTD., a corporation, incorporated pursuant to the laws of the Province of Alberta (hereinafter called the “Vendor”)

OF THE FIRST PART

AND

NATEL HOFMANN, an individual, residing in the Hamlet of Wardlow, in the Province of Alberta, or her nominees (hereinafter called the “Purchaser”)

OF THE SECOND PART

AND

TERO OILFIELD SERVICES LTD., a corporation, incorporated pursuant to the laws of the Province of Alberta (hereinafter called the “Corporation”)

OF THE THIRD PART

RECITALS

A.	WHEREAS the Corporation operates a water well drilling and water disposal business located in central Alberta;
B.	AND WHEREAS the Vendor owns 500,000 Class “A” Voting Common Shares of the Corporation (the “Shares”) which represents 50% of the issued and outstanding shares of the Corporation;
C.	AND WHEREAS the Vendor wishes to sell and convey the Shares to the Purchaser and the Purchaser wishes to purchase the Shares upon the terms and conditions hereinafter set forth;
D.	AND WHEREAS the Vendor is willing to provide a restrictive covenant not to compete with the Corporation after the sale of the Shares;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Parties agree as follows:

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SECTION ONE
INTERPRETATION

1.1. DEFINITIONS

Whenever used in this Agreement, including the recitals and any schedules hereto, the following words and phrases shall have the following meanings unless the context otherwise requires:

(a)	“Agreement” means this Share Purchase Agreement and includes any agreement amending this agreement or any agreement or instrument which is supplemental or ancillary thereof, and the expressions “above”, “below”, “herein”, “hereto”, “hereof” and similar expressions refer to this Agreement;
(b)	“Books and Records” means all books, records, files and papers of the Corporation, including computer programs (including source codes and software programs), computer manuals, computer data, financial and tax working papers, financial and tax books and records, business reports, business plans and projections, sales and advertising materials, sales and purchases records and correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel and employment records, minute and share certificate books, and all copies and recordings of the foregoing;
(c)	“Business” means the business currently carried on by the Corporation as a water well drilling, water disposal and service company as a going concern and the intangible goodwill associated therewith and any and all interests of whatsoever kind and nature related thereto;
(d)	“Closing Date” means May 15, 2015 or such other date as the Parties agree to in writing;
(e)	“Counsel” means any barrister, solicitor or attorney or a firm thereof retained by the Vendor or Purchaser as the case may be;
(f)	“Documents” means all contracts, agreements, documents, permits, licenses, certificates, plans, drawings, specifications, reports, compilations, analysis, studies, financial statements, budgets, market surveys, minute books, corporate records, corporate seals and any other documents or information of whatsoever nature relating to the Corporation or its Business and any all rights in relation thereto;
(g)	“Effective Date” means 8:00 a.m. (Calgary, Alberta time), on May 1, 2015;
(h)	“Party” or “Parties” means a party or parties to this Agreement;
(i)	“Purchaser” means Natel Hofmann or her nominees;

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(j)	“Purchase Price” means the sum of $300,000 US;
(k)	“Shares” means 500,000 Class “A” Voting Common Shares of the Corporation;
(l)	“Transaction” means the transaction contemplated by this Agreement;
(m)	“Time of Closing” means 11:00 am, Calgary time, on the Closing Date when the Closing of the purchase and sale herein provided for shall be completed; and
(n)	“Vendor” means Alta Disposal Ltd.

1.2. SCHEDULES

Appended hereto are the following schedules, which are incorporated into this Agreement by reference and are deemed to be a part hereof:

Schedule A – Resignation of Alex Walsh as a Director and Officer of the Corporation

1.3. SCHEDULE REFERENCES

Wherever any provision of any schedule to this Agreement conflicts with any provision in the body of this Agreement, the provisions of the body of this Agreement shall prevail. References herein to a schedule shall mean a reference to a schedule to this Agreement. References in any schedule to this Agreement shall mean a reference to this Agreement. References in any schedule to another schedule shall mean a reference to a schedule to this Agreement.

1.4. US DOLLARS

All dollar amounts referred to in this Agreement are in US funds, unless otherwise indicated herein. All payments contemplated herein shall be by certified cheque or bank draft issued by a Canadian chartered bank or such other transfer of immediately available funds as may be acceptable to the Vendor.

1.5. DIRECTION TO PAY

The Vendor hereby directs the Purchase to pay the Purchase Price to Lithium Exploration Group, Inc.

1.6. EXTENDED MEANINGS

In this Agreement, words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and references to any statute shall extend to and include orders-in-council or regulations passed under and pursuant thereto, of any amendment or re-enactment of such statute, orders-in-council or regulations, or any statute, order-in-council or regulations substantially in replacement thereof.

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1.7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter hereof. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

1.8. HEADINGS

Section headings are not to be considered part of this Agreement and are included solely for convenience of reference and are not intended to be full or accurate descriptions of the contents thereof.

1.9. SUCCESSORS AND ASSIGNS

All of the terms and provisions in this Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors and assigns.

SECTION TWO
PURCHASE OF SHARES

2.1. PURCHASE OF SECURITIES

Subject to the terms and conditions of this Agreement, the Vendor hereby sells to the Purchaser and the Purchaser hereby purchases from the Vendor on the Closing Date, with effect on the Effective Date, the Shares for the Purchase Price of $300,000 US (the “Purchase Price”). The Shares shall constitute 50% of the issued and outstanding voting common shares in the capital of the Corporation, free and clear of all liens and encumbrances.

2.2. PAYMENT OF PURCHASE PRICE

Subject to the terms and conditions of this Agreement, the Purchase Price shall be paid by the Purchaser to the Vendor for the Shares in two installments, with one installment of $100,000 US paid on the Closing Date of May 15, 2015 and the balance of $200,000 US to be paid on or before June 1, 2015. Both payments shall be payable to the Vendor by certified cheque or bank draft.

2.3. DELIVERY OF SHARES

Subject to the fulfilment of all of the terms and conditions hereof (unless waived as herein provided), on the Closing Date, the Vendor shall deliver (or make arrangements to deliver) to the Purchaser a share certificate representing the Shares duly endorsed for transfer to the Purchaser, together with such other documentation as contemplated in Section 5.1 hereof.

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2.4. EFFECTIVE DATE OF TRANSFER

For accounting, title and tax purposes, the transfer and assignment of the Shares from the Vendor to the Purchaser shall be effective as of the Effective Date.

2.5. ASSUMPTION OF ALL LIABILITIES BY PURCHASER

The Parties agree that there will be no distribution of revenue by the Corporation for the period from the purchase date of the Shares by the Vendor until the Closing date of the Transaction. The Parties also agree that the Vendor shall not be liable for any expenses or financial obligations of the Corporation in that same time period.

2.6. TERMINATION OF AGREEMENTS

The Parties acknowledge that the Option Agreement entered into between the Vendor and the Purchaser as of March 1, 2014 has been terminated. The Parties also agree that the Unanimous Shareholder Agreement between the Vendor, the Purchaser and the Corporation and dated effective as of March 1, 2014, shall be terminated on the Closing Date.

SECTION THREE
REPRESENTATIONS AND WARRANTIES OF THE VENDOR

To induce the Purchaser to enter into this Agreement and complete the Transaction the Vendor represents and warrants to and in favour of the Purchaser as provided in this Section Three as follows:

3.1. SHARES

(a)	The Vendor has or will have on the Closing Date good, marketable, beneficial and/or recorded title to the Shares, and such Shares are free of all mortgages, charges, liens, pledges, claims, security interests and agreements and other encumbrances of whatsoever nature and no person, firm or corporation has any agreement or option or right capable of becoming an agreement or option for the purchase from the Vendor of any of the Shares except as provided herein, and the Vendor has good right, full power and absolute authority to sell and assign the Shares to the Purchaser for the purpose and in the manner as provided in this Agreement. The Shares are not subject to any shareholder, pooling, escrow or similar agreements.
(b)	No consents of, filings with or approval of any governmental or regulatory body or authority is required by the Vendor for the Vendor's sale and transfer of the Shares to the Purchaser, other than those presently held or obtained by the Vendor which are in full force and effect.
(c)	The Vendor is not obligated to obtain the written consent of any person to the Transaction.

3.2. INCOME TAX

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(a)	The Vendor is a resident of Canada within the meaning of the Income Tax Act;
(b)	There are no remittances due to the Canada Revenue Agency on the Closing Date.

3.3. EXECUTION AND DELIVERY OF AGREEMENT

This Agreement has been duly executed and delivered by the Vendor or its duly appointed power of attorney and representative and all documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered by the Vendor and this Agreement does and such documents and instruments shall, constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms.

3.4. REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE

(a)	The covenants, representations and warranties of the Vendor contained in Section Three hereof and elsewhere in this Agreement and in any certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of a material fact or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein or therein not misleading.
(b)	Any claims against the Vendor by the Purchaser pursuant to the terms hereof shall not be enforceable against the Vendor unless notice thereof shall have been given in writing to the Vendor within one (1) year of the Closing Date.
(c)	Each and every right, remedy and power granted to the Purchaser hereunder pursuant to Section Three or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Purchaser from time to time concurrently or independently and as often and in such order as the Vendor may deem expedient.
(d)	Notwithstanding any other provision of this Agreement, a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.

SECTION FOUR
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

To induce the Vendor to enter into this Agreement and complete the transactions contemplated thereby, the Purchaser represents and warrants to and in favour of the Vendor as provided in this Section Four:

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4.1. EXECUTION AND DELIVERY OF AGREEMENT

(a)

The execution and delivery of this Agreement by the Purchaser and the consummation of the Transaction has been authorized by the Purchaser and does not breach any agreement to which the Purchaser is a party or by which he is bound.

(b)

This Agreement has been duly executed and delivered by the Purchaser or his duly appointed power of attorney and representative, and all documents required hereunder to be executed and delivered by the Purchaser shall have been duly executed and delivered by the Purchaser, and this Agreement does, and such documents and instruments shall, constitute legal, valid and binding obligations of the Purchaser and are enforceable in accordance with their respective terms.

4.2. AUTHORITY

The Purchaser has good right, full power and absolute authority to purchase the Shares on the terms described herein and in the manner contemplated by this Agreement.

4.3. INCOME TAX

(a)	The Purchaser is a resident of Canada within the meaning of the Income Tax Act;
(b)	All remittance to the Canada Revenue Agency due by the Corporation at the Closing Date, have been remitted.

4.4. CONSENTS

(a)	No consents of, filings with or approval of any governmental or regulatory body or authority is required by the Purchaser to purchase the Shares from the Vendor.
(b)	The Purchaser is not obligated to obtain the written consent of any person to the transaction contemplated by this Agreement, other than those persons from whom consent has, or prior to the Closing Date, will be obtained.

4.5. REPRESENTATIONS AND WARRANTIES SURVIVING CLOSING DATE

(a)

The covenants, representations and warranties of the Purchaser contained in Section Four hereof and elsewhere in this Agreement, and in certificate or other material delivered under this Agreement are accurate and complete, do not contain any untrue statement of any material facts or, considered in the context in which presented, omit to state a material fact necessary in order to make the statements and information contained herein and therein misleading.

(b)

Any claims against the Purchaser by the Vendor pursuant to the terms hereof shall not be enforceable against the Purchaser unless notice thereof shall have been given in writing to the Purchaser within one (1) year of the Closing Date.

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(c)

Each and every right, remedy and power granted to the Vendor hereunder pursuant to Section Four or under any documents or instruments delivered pursuant to the terms and conditions hereof, shall be cumulative and shall be in addition to any other right, remedy or power herein or therein specifically granted or hereinafter existing in equity at law, by virtue or statue or otherwise and every such right, remedy and power may be exercised by the Vendor from time to time concurrently or independently and as often and in such order as the Purchaser may deem expedient.

(d)

Notwithstanding Section 4.6(c) a claim for any breach of any of the representations and warranties contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by applicable law.

SECTION FIVE
COMPLETION OF PURCHASE

5.1. PURCHASER’S CONDITIONS

The obligation of the Purchaser to complete the purchase of the Shares contemplated herein, is subject to the fulfilment of each of the following conditions precedent, unless waived in writing by the Purchaser.

(a)	The Vendor’s Representations, Warranties and Covenants: At the Time of Closing, the Vendor shall have executed, delivered and performed all agreements and documents on its part to be performed hereunder; all representations and warranties contained in Section Three shall be true at the Time of Closing, except where a different date is otherwise specified therein, and in such case, at the date specified, with the same effect as if made on and as of such date, the Vendor shall deliver a Certificate executed as of the Time of Closing certifying that all representations and warranties of the Corporation and the Vendor as contained herein are true and correct as of such date, except where a different date is otherwise specified therein, and in such case, at the date specified.
(b)	Approvals: At the Closing Date, there shall have been obtained the written consents or approvals, in form and substance satisfactory to the Purchaser, acting reasonably, of any governmental or regulatory agency or person whose consent to the transactions contemplated hereby is required, including, but without limitation the approval by the board of directors of the Corporation.
(c)	Closing Documents: The Corporation shall have executed and delivered to the Purchaser all documents as the Purchaser or the Purchaser’s Counsel may reasonably request for the purposes of effecting the transfer and delivery of the Shares in accordance with the terms of this Agreement, including the following:

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i.	Certificate representing the Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as the Purchaser may reasonably request to effectively transfer to the Purchaser title to the Shares free and clear of all encumbrances;
ii.	Original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Corporation;
iii.	All other Books and Records of the Corporation in the possession of the Vendor; and
iv.	A certified copy of a resolution of the board of directors of the Corporation consenting to the transfer of the Shares from the Vendor to the Purchaser as contemplated by this Agreement.

(d) Delivery of Documents: The Vendor shall deliver to the Purchaser, or make arrangements satisfactory to the Purchaser, to deliver, in organized form all Documents relating to the Corporation as are in the possession of the Vendor at the Closing Date.

If any such conditions shall not be fulfilled or waived in writing by the Purchaser at or prior to the Time of Closing, the Purchaser may rescind this Agreement by written notice to the Vendor and, in such event, the Purchaser and the Vendor shall be released from all obligations hereunder. Notwithstanding the foregoing, the Purchaser acknowledges that the $100,000 deposit is non-refundable to the Purchaser.

5.2. VENDOR'S CONDITIONS

The obligation of the Vendor to complete the sale of the Shares contemplated herein, is subject to the fulfilment of the condition precedent, unless waived in writing by the Vendor, that at the Closing Date the representations and warranties contained in Section Four shall be true at the Closing Date with the same effect as if made on and as of such date.

5.3. RESCISSION AND TERMINATION

In the event this Agreement is rescinded and terminated pursuant to the provisions of Section 5.1 and Section 5.2 hereof, each Party shall be released from all obligations hereunder and each Party shall take all reasonable actions to return the other Parties to the position relative to the Shares which such Party occupied prior to the execution hereof.

SECTION SIX
INDEMNIFICATION

6.1. MUTUAL INDEMNIFICATIONS FOR BREACHES OF WARRANTIES, ETC.

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The Vendor hereby covenants and agrees with the Purchaser and the Purchaser hereby covenants and agrees with the Vendor (the party or parties so covenanting and agreeing to indemnify another party or parties hereinafter in this Section referred to as the “Indemnifying Party” and the party or parties so to be indemnified being hereinafter called the “Indemnified Party”) to indemnify and save harmless the Indemnified Party, effective as and from the Closing Date, from and against any claims, demands, actions, causes of action, damages, loss, costs, liability or expense (hereinafter in this Section called “Claims”) which may be made or brought against the Indemnified Party and/or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty or covenant of the Indemnifying Party contained herein or in any certificate or other document furnished by the Indemnifying Party pursuant hereto.

SECTION SEVEN
CLOSING

7.1. CLOSING AND CLOSING DATE

The Closing of the sale and purchase herein contemplated shall take place at the offices of VAN DER WISSEL Law Firm in Calgary, Alberta, on the Closing Date or upon such earlier or later time and date as may be agreed upon between the Parties.

SECTION EIGHT
RESTRICTIVE COVENANT

For the period of three (3) years from the Closing the Vendor and its shareholders, officers and directors, shall not anywhere within 200 kilometres from the Town of Brooks, without the prior consent in writing of the Corporation, either individually or in partnership or in conjunction with any other person or persons, firm or corporation as employee, principal, officer, agent stockholder or in any other manner whatsoever directly or indirectly carry on or be engaged or concerned with or interested in or advise or act as consultant for, lend money to, guarantee the debts or obligations of, or otherwise provide financial assistance for, a business that is in competition with the business of the Corporation as conducted by the Corporation at the Closing Date.

SECTION EIGHT
GENERAL

8.1. EXPENSES

All Parties shall be responsible for their own legal and audit fees and other charges and expenses incurred in connection with the purchase and sale of the Shares, the preparation of this Agreement and all negotiations between the Parties.

8.2. TIME OF THE ESSENCE

Time shall be of the essence of this Agreement.

8.3. GOVERNING LAW

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This Agreement shall be construed in accordance with the laws of the Province of Alberta, and the parties hereto attorn to the courts of such jurisdiction.

8.4. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and, notwithstanding their date of execution, shall be deemed to bear the date as of the date above written.

8.5. NOTICES

Any notice required or permitted to be given by a Party to the other shall be given in writing and addressed:

(a) if to the Vendor at:

ALTA DISPOSAL LTD.
Suite 300, 840 – 6 Avenue SW
Calgary, Alberta T2P 3E5
Attention: Alex Walsh, President
Telephone: (403) 930-1925
Email: aw@lithiumexplorationgroup.com

(b) if to the Purchaser or the Corporation at:

VAN DER WISSEL Law Firm
200, 638 – 11^th Ave. S.W.
Calgary, AlbertaT2S 0J7
Telephone: (403) 537-9935
Email: svanderwissel@vdwlaw.ca

Any such notice shall be delivered, or mailed by prepaid registered post. Any notice delivered as aforesaid shall be deemed to have been received by the Party to which it is so delivered at the time on the date of its being so delivered. Any notice mailed as aforesaid shall be deemed to have been received by the Party to which it is so mailed on the third business day next following the time on the date of it being so mailed. Any Party may change its address for notice by giving notice to that effect.

8.6. ENUREMENT

This Agreement shall enure to the benefit of the Parties, their respective heirs, successors and permitted assigns.

8.7. FURTHER ASSURANCES

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The Vendor will from time to time, on and after the Closing Date, at the request and expense of the Purchaser, execute and deliver all such other additional instruments, notices, releases and other documents and shall do all such other acts and things as may be reasonably necessary to more fully convey the Shares to the Purchaser.

8.8. PUBLIC ANNOUNCEMENTS

(a)

The Parties acknowledge that the Vendor is a wholly owned subsidiary of a reporting issuer, that the Vendor and its parent company are required to give public disclosure with respect to the Transaction and any ongoing matters with respect to the Corporation and the Corporation and the Purchaser hereby consent to any such disclosure required to satisfy the Vendor’s reporting requirements.

(b)

Notwithstanding the foregoing, the Parties may disclose any information required to be disclosed to any federal, provincial, state or local government or governmental agency or regulatory body, branch, board, agency or necessary to comply with relevant timely disclosure laws or the requirements of regulatory authorities, including stock exchange, having jurisdiction in respect of the securities of the Parties.

Remainder of page left blank intentionally

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8.9. SEVERABILITY

If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision shall, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date and year first above written.

		ALTA DISPOSAL LTD.
		/s/Alexander Walsh
	Per:	Alexander Walsh, President
		/s/Natel Hofmann
Witness		NATEL HOFMANN

	TERO OILFIELD SERVICES LTD.
	/s/Gary Hofmanm
Per:	Gary Hofmann

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SCHEDULE “A”

EX-10.83

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of November 6, 2015, is entered into by and among Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), and JDF Capital Inc. (the "Purchaser").

WITNESSETH:

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of l 933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and

WHEREAS, the Purchaser wishes to purchase a 10% Original Issue Discount (“OID) Convertible Promissory Note of the Company (the "Note"), in the original principal amount of $12,000, subject to and upon the terms and conditions of this Agreement and acceptance of this Agreement by the Company, on the terms and conditions referred to herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     AGREEMENT TO PURCHASE; PURCHASE PRICE.

a.     Purchase.

(i)     Subject to the terms and conditions of this Agreement and the other Transaction Documents, the Purchaser hereby agrees to purchase a Note in the aggregate amount of $11,000 (the "Purchase Amount"), which Note shall be funded on the Closing Date as described therein.

(a)     $10,000 of the Note shall be funded and issued by November 6, 2015 (the “Closing Date”)

(ii)     The Note referred to herein shall be in the form of Annex I annexed hereto.

(iii)     The purchase of the Note by the Purchaser and the other transactions contemplated hereby are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of the Securities (as defined below), and are referred to collectively as the "Transactions".

(iv)     The Purchaser shall deliver the Purchase Amount to counsel for the Company, which Purchase Amount shall be held in trust until authorized for release to the Company by written instruction of the Purchaser. The Purchase Amount shall be promptly returned to the Purchaser if not authorized for release by the Purchaser by the Closing Date.

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b.     Certain Definitions. As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

"Affiliate" means, with respect to a specific Person referred to in the relevant provision, another Person who or which controls or is controlled by or is under common control with such specified Person.

"Certificate" means the original signed Note duly executed by the Company.

"Closing Date" means the date of the closing of the issuance of Note.

"Common Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

"Company Control Person" means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as defined below).

"Conversion Shares" means shares of Common Stock underlying and issuable upon conversions of the Note funded herein and to be funded pursuant to the second tranche in Section 1a.(v).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Holder" means the Person holding the relevant Securities at the relevant time.

"Last Audited Date" means December 31 , 2014.

"Purchaser Control Person" means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Purchaser pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act.

"Material Adverse Effect" means an event or combination of events, which individually or in the aggregate, would reasonably be expected to (w) adversely affect the legality, validity or enforceability of the Securities or any of the Transaction Documents, (x) have or result in a material adverse effect on the results of operations, assets, prospects, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, (y) adversely impair the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents or the transactions contemplated thereby, or (z) materially and adversely affect the value of the rights granted to the Purchaser in the Transaction Documents.

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"Person" means any living person or any entity, such as, but not necessarily limited to, a corporation, partnership or trust.

"Principal Trading Market" means the Over the Counter Bulletin Board or such other market on which the Common Stock is principally traded at the relevant time.

"Securities" means the Note, the Conversion Shares, the Warrants and the Warrant Shares, and any shares of common stock of the Company that may be issued to the Purchaser in connection with any other agreements between the parties.

"Shares" means the shares of representing any or all of the Conversion Shares.

"State of Incorporation" means Nevada.

"Subsidiary" means any subsidiary of the Company.

"Trading Day" means any day during which the Principal Trading Market shall be open for business.

"Transfer Agent" means, at any time, the transfer agent for the Company's Common Stock.

"Transaction Documents" means this Purchase Agreement and the Note, and includes all ancillary documents referred to in those agreements.

c.     Form of Payment; Delivery of Certificates.

(i)     The Purchaser shall pay the Purchase Amount payable under the Note by delivering immediately available good funds in United States Dollars to the Company on the applicable Closing Date.

(ii)     On the applicable Closing Date, the Company shall deliver the Note duly executed on behalf of the Company to the Purchaser.

(iii)     By signing this Agreement, each of the Purchaser and the Company agrees to all of the terms and conditions of the Transaction Documents, all of the provisions of which are incorporated herein by this reference as if set forth in full.

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2.     PURCHASER REPRESENTATIONS, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.

The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:

a.     Without limiting Purchaser's right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Purchaser is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.

b.     The Purchaser is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and to evaluate the merits and risks of an investment in the Securities, and (iv) able to afford the entire loss of its investment in the Securities.

c.     All subsequent offers and sales of the Securities by the Purchaser shall be made pursuant to registration of the relevant Securities under the 1933 Act or pursuant to an exemption from registration.

d.     The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

e.     The Purchaser and its advisors, if any, have been furnished with or have been given access to all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser, including those set forth on i n any annex attached hereto. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Purchaser has also had the opportunity to obtain and to review the Company's filings on EDGAR (collectively, the "Company's SEC Documents").

f.     The Purchaser understands that its investment in the Securities involves a high degree of risk.

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g.     The Purchaser hereby represents that, in connection with its purchase of the Securities, it has not relied on any statement or representation by the Company or any of its officers, directors and employees or any of their respective attorneys or agents, except as specifically set forth herein.

h.     The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

i.     This Agreement and the other Transaction Documents to which the Purchaser is a party, and the transactions contemplated thereby, have been duly and validly authorized, executed and delivered on behalf of the Purchaser and are valid and binding agreements of the Purchaser enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally.

3.     COMPANY REPRESENTATIONS, ETC. The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date.

a.     Rights of Others Affecting the Transactions. There are no preemptive rights of any shareholder of the Company, as such, to acquire the Note, or any shares of the Company's common stock that may be issued to the Purchaser in connection with any other agreements between the parties, in the event such shares are issued. No party other than a Purchaser has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated by the Transaction Documents.

b.     Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have or result in a Material Adverse Effect. The Company has registered its stock and is obligated to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Common Stock is, or immediately following the Closing Date will be, quoted on the Principal Trading Market. The Company has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for such quotation on the Principal Trading Market, and the Company has maintained all requirements on its part for the continuation of such quotation

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c.     Authorized Shares.

(i)     The authorized capital stock of the Company consists of 2 , 0 00,000,000 shares of Common Stock, $0.001 par value.

(ii)     The Company has sufficient authorized and unissued shares of Common Stock as may be necessary to effect the issuance of the Shares on the Closing Date.

(iii)     As of the Closing Date, the Shares shall have been duly authorized by all necessary corporate action on the part of the Company, and, when issued pursuant to the relevant provisions of the Transaction Documents, in each case in accordance with their respective terms, will be duly and validly issued, fully paid and non-assessable and will not subject the Holder thereof to personal liability by reason of being such Holder.

d.     Transaction Documents and Stock. This Agreement and each of the other Transaction Documents, and the transactions contemplated thereby, have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement is, and the Note and each of the other Transaction Documents, when executed and delivered by the Company, will be, valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

e.     Non-contravention. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company, the issuance of the Securities, and the consummation by the Company of the other transactions contemplated by this Agreement, each of the Notes and the other Transaction Documents do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the certificate of incorporation or by-laws of the Company, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, or (ii i) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have or result in a Material Adverse Effect.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

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f.     Filings. None of the Company's SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made, not misleading.

g.     Absence of Certain Changes. Since the Last Audited Date, there has been no material adverse change and no Material Adverse Effect, except as disclosed in the Company's SEC Documents. Since the Last Audited Date, except as provided in the Company's SEC Documents, the Company has not (i) incurred or become subject to any material liabilities (absolute or contingent) except liabilities incurred in the ordinary course of business consistent with past practices; (ii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; (iii) declared or made any payment or distribution of cash or other property to shareholders with respect to its capital stock, or purchased or redeemed, or made any agreements to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or transferred any other tangible assets, or canceled any debts owed to the Company by any third party or claims of the Company against any third party, except in the ordinary course of business consistent with past practices; (v) waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of existing business; (vi) made any increases in employee compensation, except in the ordinary course of business consistent with past practices; or experienced any material problems with labor or management in connection with the terms and conditions of their employment.

h.     Full Disclosure. To the best of the Company's knowledge, there is no fact known to the Company (other than general economic conditions known to the public generally or as disclosed in the Company's SEC Documents) that has not been disclosed in writing to the Purchaser that would reasonably be expected to have or result in a Material Adverse Effect.

j.     Absence of Litigation. Except as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company before or by any governmental authority or nongovernmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, any of the Transaction Documents. The Company is not aware of any valid basis for any such claim that (either individually or in the aggregate with all other such events and circumstances) could reasonably be expected to have a Material Adverse Effect. There are no outstanding or unsatisfied judgments, orders, decrees, writs, injunctions or stipulations to which the Company is a party or by which it or any of its properties is bound, that involve the transaction contemplated herein or that, alone or i n the aggregate, could reasonably be expect to have a Material Adverse Effect.

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k.     Absence of Events of Default. Except as set forth in Section 3(e) and 3(g) hereof, (i) neither the Company nor any of its subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material agreement to which it is a party or by which its property is bound, and (ii) no Event of Default (or its equivalent term), as defined in the respective agreement to which the Company or its subsidiary is a party, and no event which, with the giving of notice or the passage of time or both, would become an Event of Default (or its equivalent term) (as so defined in such agreement), has occurred and is continuing, which would have a Material Adverse Effect.

I.     No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

m.     No Integrated Offering. Neither the Company nor any of its Affiliates nor any Person acting on its or their behalf has, directly or indirectly, at any time since December 31, 2007, made any offer or sales of any security or solicited any offers to buy any security under circumstances that would eliminate the availability of the exemption from registration under Regulation D in connection with the offer and sale of the Securities as contemplated hereby.

n.     Dilution. Any shares of the Company's common stock issued to the Purchaser in connection with any agreements between the parties hereto, in the event such shares are issued may have a dilutive effect on the ownership interests of the other shareholders (and Persons having the right to become shareholders) of the Company. The Company's executive officers and directors have studied and fully understand the nature of the Securities being sold hereby and recognize that they have such a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment that such issuance is in the best interests of the Company.

o.    Confirmation. The Company confirms that all statements of the Company contained herein shall survive acceptance of this Agreement by the Purchaser. The Company agrees that, if any events occur or circumstances exist prior to the Closing Date or the release of the Purchase Amount to the Company which would make any of the Company's representations, warranties, agreements or other information set forth herein materially untrue or materially inaccurate as of such date, the Company shall immediately notify the Purchaser (directly or through its counsel, if any) in writing prior to such date of such fact, specifying which representation, warranty or covenant is affected and the reasons therefor.

p.     Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company i n accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

q.     SEC Reports; Financial Statements. Other than as previously disclosed to the Purchaser, the Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section l 3(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

r.     Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

s.     Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary, has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

t.     No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. By making this representation the Company does not, in any manner, waive the attorney/client privilege or the confidentiality of the communications between the Company and its lawyers.

4.     CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a.    Transfer Restrictions. The Purchaser acknowledges that (I ) the Securities have not been and are not being registered under the provisions of the 1933 Act and, the Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (3) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or to comply with the terms and conditions of any exemption thereunder.

b.     Restrictive Legend. The Purchaser acknowledges and agrees that the certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

c.     Filings. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Securities to the Purchaser under any United States laws and regulations applicable to the Company, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Purchaser promptly after such fi ling.

d.     Reporting Status. So long as the Purchaser beneficially owns any of the Securities, the Company shall file all reports required to be filed with the SEC pursuant to Section 13 or l 5(d) of the 1934 Act, shall take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144(c)(2) of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to fi le reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination. The Company will take all reasonable action under its control to maintain the continued listing and quotation and trading of its Common Stock on the Principal Trading Market or a listing on the NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will comply in all material respects with the Company's reporting, filing and other obligations under the by-laws or rules of the Principal Trading Market and/or the National Association of Securities Dealers, Inc., as the case may be, applicable to it for so long as the Purchaser beneficially owns any of the Securities.

e.    Use of Proceeds. The Company will use the proceeds received hereunder (excluding amounts paid by the Company for legal fees in connection with the sale of the Securities) for working capital.

f.     Publicity, Filings, Releases, Etc. Each of the parties agrees that it will not disseminate any information relating to the Transaction Documents or the transactions contemplated thereby, including issuing any press releases, holding any press conferences or other forums, or filing any reports (collectively, "Publicity"), without giving the other party reasonable advance notice and an opportunity to comment on the contents thereof. Neither party will include in any such Publicity any statement or statements or other material to which the other party reasonably objects, unless i n the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. In furtherance of the foregoing, the Company will provide to the Purchaser drafts of the applicable text of the first filing of a Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K intended to be made with the SEC which refers to the Transaction Documents or the transactions contemplated thereby as soon as practicable (but at least two (2) Trading Days before such filing will be made) will not include in such filing any statement or statements or other material to which the other party reasonably objects, unless in the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. Notwithstanding the foregoing, each of the parties hereby consents to the inclusion of the text of the Transaction Documents in filings made with the SEC as well as any descriptive text accompanying or part of such filing which is accurate and reasonably determined by the Company's counsel to be legally required. Notwithstanding, but subject to, the foregoing provisions of this Section 4(i), the Company will, after the Closing Date, promptly file a Current Report on Form 8-K or, if appropriate, a quarterly or annual report on the appropriate form, referring to the transactions contemplated by the Transaction Documents.

5.     TRANSFER AGENT INSTRUCTIONS.

a.     The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue the Shares to the Holder as contemplated in the Transaction Documents. Nothing in this Section shall affect i n any way the Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Purchaser of any of the Securities in accordance with clause ( 1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or issue of the Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Purchaser.

b.     The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent.

6.     CLOSING DATE.

a.     The respective Closing Date shall occur as indicated in Section 1(a)(1) after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run.

b.     The closing of the Transactions shall occur on the respective Closing Date at the offices of the Purchaser and shall take place no later than 3:00 P.M., PST, on such day or such other time as is mutually agreed upon by the Company and the Purchaser.

7.     CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The Purchaser understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon:

a.	The execution and delivery of this Agreement by the Purchaser; and
b.	Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement;
c.	The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and
d.	There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

8.     CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE

The Company understands that the Purchaser's obligation to purchase any Notes and its acceptance of any shares of the Company's common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:

a.     The execution and delivery of this Agreement and the other Transaction Documents by the Company;

b.     Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;

c.     The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;

d.     The Company must be current with all required Exchange Act filings.

e.      There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and

f.     From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.

9.     INDEMNIFICATION AND REIMBURSEMENT.

a.     (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

(ii)     The Company hereby agrees that, if the Purchaser, other than by reason of its negligence, illegal or willful misconduct (in each case, as determined by a non-appealable judgment to such effect), (x) becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or if the Purchaser is impleaded in any such action, proceeding or investigation by any Person, or (y) becomes involved in any capacity in any action, proceeding or investigation brought by the SEC, any self-regulatory organization or other body having jurisdiction, against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or (z) is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company shall indemnify, defend and hold harmless the Purchaser from and against and in respect of all losses, claims, liabilities, damages or expenses resulting from, imposed upon or incurred by the Purchaser, directly or indirectly, and reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The indemnification and reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and Purchaser Control Persons (if any), as the case may be, of the Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchaser, any such Affiliate and any such Person. The Company also agrees that neither the Purchaser nor any such Affiliate, partner, director, agent, employee or Purchaser Control Person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of this Agreement or the other Transaction Documents, except as may be expressly and specifically provided in or contemplated by this Agreement.

b.      All claims for indemnification by any Indemnified Party (as defined below) under this Section shall be asserted and resolved as follows:

(i)     In the event any claim or demand in respect of which any Person claiming indemnification under any provision of this Section (an "Indemnified Party") might seek indemnity under paragraph (a) of this Section is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an Affiliate thereof (a "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of this Section against any Person (the "Indemnifying Party"), together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under this Section and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. The following provisions shall also apply.

(ii)     If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this paragraph (b) of this Section, then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to paragraph (a) of this Section). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this subparagraph (x), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this subparagraph (x), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under paragraph (a) of this Section with respect to such Third Party Claim.

If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this subparagraph (y), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in subparagraph (z) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this subparagraph (y) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this subparagraph (y), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

iii)     If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim under paragraph (a) of this Section or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(iv)     In the event any Indemnified Party should have a claim under paragraph (a) of this Section against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under paragraph (a) of this Section specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that it the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

c.     The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to.

10. JURY TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other in respect of any matter arising out or in connection with the Transaction Documents.

11. GOVERNING LAW: MISCELLANEOUS.

a.     (i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the state courts of the State of Nevada as in connection with any dispute arising under this Agreement or any of the other Transaction Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Purchaser for any reasonable legal fees and disbursements incurred by the Purchaser in enforcement of or protection of any of its rights under any of the Transaction Documents. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

(ii)     The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

b.     Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

c.     This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.

d.     All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

e.     An e m a i l of this signed Agreement shall be legal and binding on all parties hereto.

f.     This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.

g.    The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

h.     If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

i.     This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof.

j.     This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

13.     NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of

(a)     the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed email,

(b)     the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)     the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):

COMPANY:	Lithium Exploration Group Inc.
	3200 N Hayden Road, Suite 235
	Scottsdale, AZ 85251
	Attn: Alex Walsh
PURCHASER:	JDF CAPITAL INC.
	Attn: John Fierro
	Telephone No.: 718-290-4058

14.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's and the Purchaser's representations and warranties herein shall survive the execution and delivery of this Agreement and the delivery of the Certificates and the payment of the Purchase Amount, and shall inure to the benefit of the Purchaser and the Company and their respective successors and assigns.

[Balance of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed by the Purchaser and the Company as of the date set first above written.

JDF CAPITAL INC

Name: John Fierro

Title: President

LITHIUM EXPLORATION GROUP, INC.

By:

(Signature of Authorized Person)

Alexander Walsh, Chief Executive Officer

EX-10.84

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

LITHIUM EXPLORATION GROUP, INC.
10% OID Convertible Promissory Note
Due November 6, 2016

November 6, 2015	Principal Amount: USD $12,000
	Purchase Amount: USD $11,000

For value received, Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of JDF Capital Inc. (together with its successors, representatives, and permitted assigns, the "Holder"), in accordance with the terms hereinafter provided, up to an aggregate of $12,000 (twelve thousand dollars) (the "Principal Amount"), which includes the aggregate principal sum of $10,000 (ten thousand dollars) advanced by the Holder, $1,000 Original Issue Discount incurred by the Holder, and $1,000 legal fees. The Principal Amount outstanding shall be due and payable on November 6, 2016.

The due dates of any outstanding principal balance are referred to herein as the "Maturity Date", respectively.

All payments under or pursuant to this Note refer to and shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Company or by wire transfer of funds to the Holder's account, instructions for which are attached hereto as Exhibit A.

ARTICLE I

Section 1.1     Purchase Agreement. This Note has been executed and delivered pursuant to the Security Purchase Agreement dated as of November 6, 2015 (the "Purchase Agreement'') by and among the Company and the purchasers listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

Section 1.2     Interest.

(a)     Beginning on the issuance date of this Note (the "Issuance Date"), the outstanding principal balance of this Note shall bear interest at a rate per annum equal to 10 percent (10%) accruing on an 12 month basis, which shall consist of the pre-paid interest referred to above, which may be converted to shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at the option of the Holder on the same terms as the Note.

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Section 1.3     Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.4     Transfer. This Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.5    Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1     Events of Default. The occurrence of any of the following events shall be an "Event of Default" under this Note:

(a)     the Company shall fail to make the payment of any amount of principal outstanding on the date such payment is due hereunder;

(b)     the Company shall fail to make any payment of interest in shares of Common Stock for a period of three (3) days after the date such interest is due;

(c)     the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq Small Cap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(d)     the Company's notice to the Holder, including by way of public announcement, at any time, of its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock;

(e)     the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note or any accrued and unpaid interest, or (ii) make the payment of any fees and/or liquidated damages under this Note or the Purchase Agreement, which failure in the case of items (i) and (ii) of this Section 2.1(e) is not remedied within three (3) business days after the incurrence thereof;

(f)     default shall be made in the performance or observance of (i) any material covenant, condition or agreement contained in this Note (other than as set forth in clause (e) of this Section 2.1) and such default is not fully cured within five (5) business days after the occurrence thereof or (ii) any material covenant, condition or agreement contained in the Purchase Agreement or any other Transaction Document which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within five (5) business days after the occurrence thereof;

(g)     any material representation or warranty made by the Company herein or in the Purchase Agreement or any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;

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(h)     the Company shall (A) default in any payment of any amount or amounts of principal of or interest on any Indebtedness (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $50,000 or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to perm it the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;

(i)     the Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(j)     a proceeding or case shall be commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or

(k)     the failure of the Company to instruct its transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 of the Securities Act and issue such unlegended certificates to the Holder within five (5) business days of the Holder's request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company that such shares of Common Stock can be resold pursuant to Rule 144; or

(I)     the failure of the Company to pay any amounts due to the Holder herein within three (3) business days of receipt of notice to the Company.

Section     2.2 Remedies Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Company; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (k) or (I), the outstanding principal balance and interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (a)-(j) and 2.l (m)-(n), demand the prepayment of this Note pursuant to Section 3.6 hereof, (b) subject to Section 3.4 hereof, demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date and demand that all accrued and unpaid interest under this Note shall be converted into shares of Common Stock in accordance with Section 1 .2 hereof, or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, other Transaction Document or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

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ARTICLE III

CONVERSION; ANTIDILUTION; PREPAYMENT

Section 3.1     Conversion Option.

(a)     At any time on or after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the "Conversion Option"), into such number of fully paid and non- assessable shares of Common Stock (the "Conversion Rate") as is determined by dividing that portion of the outstanding principal balance under this Note as of such date that the Holder elects to convert by the Conversion Price (as defined in Section 3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of conversion (the "Conversion Notice"), duly executed, to the Company (the "Voluntary Conversion Date"), provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.5 below. The Holder shall deliver this Note to the Company at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Company shall keep written records of the amount of this Note converted as of each Conversion Date.

(b)     On any Voluntary Conversion Date, the Holder may cause the any outstanding Principal Amount of this Note plus all accrued and unpaid interest to convert into a number of fully paid and non-assessable shares of Common Stock equal to the quotient of the elected outstanding principal amount of this Note plus all accrued interest on the elected outstanding on the Voluntary Conversion Date (as described in this Section below) divided by the Conversion Price as described in Section 3.2(a) below.

Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), then to the extent permitted by law, the Company will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of fifteen percent (15%) and the maximum applicable legal rate per annum.

(B)          Conversion Limitations; Holder's Restriction on Conversion. The Company shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Conversion Notice, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its affiliates and (B) Exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Notes or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder) and of which a portion of this Note is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K (or such related form), as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

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Section 3.2     Conversion Price.

(a)     The term "Conversion Price" shall mean a 3 5 % discount to the lowest s a l e price of the common stock for the 20 trading days immediately prior to (i) the date of the Purchase Agreement, or (ii) the Voluntary Conversion Date.

Section 3.3     Mechanics of Conversion.

(a)     Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. I n the alternative, not later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5. l of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Company or its transfer agent shall only be obligated to issue and deliver the shares to the OTC on the Holder's behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements. lf in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Company.

(b)     The Company understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of l 0% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn.

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(c)     ln addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a "Buy- In"), then the Company shall ( 1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multi plying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Company was required to deliver to the Holder in connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

Section 3.4     Ownership Cap and Certain Conversion Restrictions.

Notwithstanding anything to the contrary set forth in Section 3 of this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section l3(d) of the Exchange Act and the rules thereunder) more than 9.9% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Company with sixty-one (61) days notice (pursuant to Section 4.1 hereof) (the "Waiver Notice") that the Holder would like to waive this Section 3.4 with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3.4 will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the Maturity Date.

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Section 3.5     Adjustment of Conversion Price.

(a)     The Conversion Price shall be subject to adjustment from time to time as follows:

(i)      Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.5(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii)     Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

(1)     the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2)     the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(iii)     Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3.5(a)(iii ) with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv)     Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.5(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.5(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

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(v)     Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.5(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.5(a)(iv)), or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's properties or assets to any other person (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3.5(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

(vi)     Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ("Convertible Securities"), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (vi) of this Section 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.

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(vii)     Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:

(1)     in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or

2)     in the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on The basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the consideration computed as provided in this Section 3.5(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Company.

(b)     Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(c)     Certain Issues Excepted Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued i n connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company's stock option plans and employee stock purchase plans as they now exist, (vii) the payment of any accrued interest in shares of Common Stock pursuant to this Note.

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(d)     No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 3.5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Note as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Note shall have issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent ( 130%) of the amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(e)     Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.5, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing i n detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

(f)     Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(g)     Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.

(h)     Reservation of Common Stock. The Company shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common Stock so reserved shall at no time be less than one hundred twenty percent ( 120%) of the number of shares of Common Stock for which this Note and all interest accrued thereon are at any time convertible. The Company shall, from time to time in accordance with Nevada corporate law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company's obligations under this Section 3.5(h) .

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(i)     Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its sole cost and expense, i n good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

Section 3.6     Prepayment.

(a)     Prepayment Upon an Event of Default. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described i n Sections 2.1 (a)-(j)) and 2.1 (m)- (o) hereof, the Holder shall have the right, at such Holder's option, to require the Company to prepay in cash all or a portion of this Note at a price equal to one hundred twenty percent (120%) of the aggregate principal amount of this Note plus all accrued and unpaid interest applicable at the time of such request (the "Event of Default Prepayment Price"). Nothing i n this Section 3.6(a) shall limit the Holder's rights under Section 2.2 hereof.

(b)     Prepayment Option Upon Major Transaction. In addition to all other rights of the Holder contained herein, simultaneous with the occurrence of a Major Transaction (as defined in Section 3.6(e) hereof), the Holder shall have the right, at the Holder's option, to require the Company to prepay all or a portion of the Holder's Note at a price equal to one hundred ten percent (110%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (the "Major Transaction Prepayment Price").

(c)     Prepayment Option Upon Triggering Event. In addition to all other rights of the Holder contained herein, after a Triggering Event (as defined below), the Holder shall have the right, at the Holder's option, to require the Company to prepay all or a portion of this Note in cash at a price equal to the sum of (i) the greater of (A) one hundred twenty percent (120%) of the aggregate principal amount of this Note plus all accrued and un paid interest and (B) in the event at such time the Holder is unable to obtain the benefit of its conversion rights through the conversion of this Note and resale of the shares of Common Stock issuable upon conversion hereof in accordance with the terms of this Note and the other Transaction Documents, the aggregate principal amount of this Note plus all accrued but unpaid interest hereon, divided by the Conversion Price on (x) the date the Prepayment Price (as defined below) is demanded or otherwise due or (y) the date the Prepayment Price is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment Price is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note and the other Transaction Documents (the "Triggering Event Prepayment Price," and, collectively with the "Major Transaction Prepayment Price," the "Prepayment Price").

(d)     Major Transaction. A "Major Transaction" shall be deemed to have occurred at such time as any of the following events:

(i)     the consolidation, merger or other business combination of the Company with or into another Person (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (B) a consolidation, merger or other business combination in which holders of the Company's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities); or

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(ii)     the sale or transfer of more than fifty percent (50%) of the Company's assets (based on the fair market value as determined in good faith by the Company's Board of Directors) other than inventory in the ordinary course of business in one or a related series of transactions; or

(iii)     closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted.

(e)     Triggering Event. A "Triggering Event" shall be deemed to have occurred at such time as any of the following events:

(i)     the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(ii)     the Company's notice to any holder of the Note, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any Note into shares of Common Stock; or

(iii)     the Company's failure to comply with a Conversion Notice tendered in accordance with the provisions of this Note within ten (10) business days after the receipt by the Company of the Conversion Notice; or

(iv)     the Company deregisters its shares of Common Stock and as a result such shares of Common Stock are no longer publicly traded; or

(v)     the Company consummates a ''going private" transaction and as a result the Common Stock is no longer registered under Sections l 2(b) or 12(g) of the Exchange Act.

(f)     Mechanics of Prepayment at Option of Holder Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to the Holder of this Note. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Company to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Holder Upon Major Transaction") to the Company, which Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.6(b) above.

(g)     Mechanics of Prepayment at Option of Holder Upon Triggering Event. Within one (1) business day after the occurrence of a Triggering Event, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Triggering Event") to each holder of the Notes. At any time after the earlier of a holder's receipt of a Notice of Triggering Event and such holder becoming aware of a Triggering Event, any holder of this Note may require the Company to prepay all of the Notes on a pro rata basis by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Holder Upon Triggering Event") to the Company, which Notice of Prepayment at Option of Holder Upon Triggering Event shall indicate (i) the amount of the Note that such holder is electing to have prepaid and (ii) the applicable Triggering Event Prepayment Price, as calculated pursuant to Section 3.6(c) above. A holder shall only be permitted to require the Company to prepay the Note pursuant to Section 3.6 hereof for the greater of a period of ten (10) days after receipt by such holder of a Notice of Triggering Event or for so long as such Triggering Event is continuing.

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(h)     Payment of Prepayment Price. Upon the Company's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Notes, the Company shall immediately notify each holder of the Notes by facsimile of the Company's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Company such holder's certificates representing the Notes which such holder has elected to have prepaid. The Company shall deliver the applicable Triggering Event Prepayment Price, in the case of a prepayment pursuant to Section 3.6(i), to such holder within five (5) business days after the Company's receipt of a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.6(f), the Company shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's original Note shall have been so delivered to the Company; provided further that if the Company is unable to prepay all of the Notes to be prepaid, the Company shall prepay an amount from each holder of the Notes being prepaid equal to such holder's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Company shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the "Void Optional Prepayment Option") to, in lieu of prepayment, require the Company to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Company via facsimile (the "Void Optional Prepayment Notice"). Upon the Company's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Company shall immediately return any Notes submitted to the Company by each holder for prepayment under this Section 3.6(h) and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Company and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

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(i)     Company Prepayment Option upon Major Transaction. Upon the consummation of a Major Transaction, the Company may prepay in cash all or any portion of the outstanding principal amount of this Note together with all accrued and unpaid interest thereon upon at least thirty (30) days prior written notice to the Holder (the "Company's Prepayment Notice") at a price equal to one hundred twenty percent (120%) of the aggregate principal amount of this Note plus any accrued but unpaid interest (the "Company's Prepayment Price"); provided, however, that if a holder has delivered a Conversion Notice to the Company or delivers a Conversion Notice within such thirty (30) day period following delivery of the Company's Prepayment Notice, the principal amount of the Notes plus any accrued but unpaid interest designated to be converted may not be prepaid by the Company and shall be converted in accordance with Section 3.3 hereof; provided further that if during the period between delivery of the Company's Prepayment Notice and the Company's Prepayment Date (as defined below), a holder shall become entitled and elects to deliver a Notice of Prepayment at Option of Holder Upon Major Transaction or Notice of Prepayment at Option of Holder upon Triggering Event, then such rights of the holders shall take precedence over the previously delivered Company Prepayment Notice if the holder so elects. The Company's Prepayment Notice shall state the date of prepayment which date shall be the date of the consummation of the Major Transaction (the "Company's Prepayment Date"), the Company's Prepayment Price and the principal amount of Notes plus any accrued but unpaid interest to be prepaid by the Company. The Company shall deliver the Company's Prepayment Price on the Company's Prepayment Date, provided, that if the holder(s) delivers a Conversion Notice before the Company's Prepayment Date, then the portion of the Company's Prepayment Price which would be paid to prepay the Notes covered by such Conversion Notice shall be returned to the Company upon delivery of the Common Stock issuable i n connection with such Conversion Notice to the holder(s). On the Company's Prepayment Date, the Company shall pay the Company's Prepayment Price, subject to any adjustment pursuant to the immediately preceding sentence, to the holder(s) on a pro rata basis. If the Company fails to pay the Company's Prepayment Price by the third (3rd) business day after the Company's Prepayment Date, the prepayment will be declared null and void and the Company shall lose its right to serve a Company's Prepayment Notice pursuant to this Section 3.6(i) in the future. Notwithstanding the foregoing to the contrary, the Company may effect a prepayment pursuant to this Section 3.6(i) only if trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the Nasdaq SmallCap Market (or other exchange or market on which the Common Stock is trading), and and the Company is in material compliance with the terms and conditions of this Note and the other Transaction Documents.

Section 3.7     Inability to Fully Convert.

(a)     Holder's Option if Company Cannot Fully Convert. If, upon the Company's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder's option, can elect to:

(i)     require the Company to prepay that portion of this Note for which the Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price");

(ii)      void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice).

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In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain i n effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(b)     Mechanics of Fulfilling Holder's Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company's inability to fully satisfy the Conversion Notice (the "Inability to Fully Convert Notice"). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Company is unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company ("Notice in Response to Inability to Convert").

(c)     Payment of Prepayment Price. If the Holder shall elect to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Company shall pay the Mandatory Prepayment Price to the Holder within thirty (30) days of the Company's receipt of the Holder's Notice in Response to Inability to Convert, provided that prior to the Company's receipt of the Holder's Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting i n the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Company shall fail to pay the applicable Mandatory Prepayment Price to the Holder on a timely basis as described in this Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and (iii) require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

(d)     Pro-rata Conversion and Prepayment. In the event the Company receives a Conversion Notice from more than one holder of the Notes on the same day and the Company can convert and prepay some, but not all, of the Notes pursuant to this Section 3.7, the Company shall convert and prepay from each holder of the Notes electing to have its Notes converted and prepaid at such time an amount equal to such holder's pro-rata amount (based on the principal amount of the Notes held by such holder relative to the principal amount of the Notes outstanding) of all the Notes being converted and prepaid at such time.

Section 3.8     No Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any other rights as a shareholder of the Company.

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ARTICLE IV

MISCELLANEOUS

Section 4.1     Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public.

Section 4.2     Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 4.3     Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.4     Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 4.5     Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys' fees and expenses.

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Section 4.6     Binding Effect. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

Section 4.7     Amendments. This Note may not be modified or amended many manner except in writing executed by the Company and the Holder.

Section 4.8     Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."

Section 4.9     Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Section 4.10     Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.

Section 4.1 1     Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

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Section 4.12     Company Waivers. Except as otherwise specifically provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands' and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Company liable for the payment of this Note, AND DO HEREBY WAIVE TRlAL BY JURY.

(a)     No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b)     THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICA BLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AN D HEA R ING

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WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

LITHIUM EXPLORATION GROUP, INC.
By:
	Name:	Alexander Walsh
	Title:	Chief Executive Officer

FORM OF

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Note No. ____ into shares of Common Stock of Lithium Exploration Group, Inc. (the "Company") according to the conditions hereof, as of the date written below.

Date of Conversion: ________________________________________________________________

Applicable Conversion Price: __________________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _______________________________________________________________

Signature:

Print Name:

Address:

EX-10.85

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of December 1, 2015, is entered into by and among Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), and VES Investment Trust (the "Purchaser").

WITNESSETH:

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of l 933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and

WHEREAS, the Purchaser wishes to purchase a 10% Original Issue Discount (“OID) Convertible Promissory Note of the Company (the "Note"), in the original principal amount of $18,000, subject to and upon the terms and conditions of this Agreement and acceptance of this Agreement by the Company, on the terms and conditions referred to herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     AGREEMENT TO PURCHASE; PURCHASE PRICE.

a.     Purchase.

(i)     Subject to the terms and conditions of this Agreement and the other Transaction Documents, the Purchaser hereby agrees to purchase a Note in the aggregate amount of $18,000 (the "Purchase Amount"), which Note shall be funded on the Closing Date as described therein.

(a)     $15,000 of the Note shall be funded and issued by December 1, 2015 (the “Closing Date”)

(ii)     The Note referred to herein shall be in the form of Annex I annexed hereto.

(iii)     The purchase of the Note by the Purchaser and the other transactions contemplated hereby are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of the Securities (as defined below), and are referred to collectively as the "Transactions".

(iv)     The Purchaser shall deliver the Purchase Amount to counsel for the Company, which Purchase Amount shall be held in trust until authorized for release to the Company by written instruction of the Purchaser. The Purchase Amount shall be promptly returned to the Purchaser if not authorized for release by the Purchaser by the Closing Date.

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b.     Certain Definitions. As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

"Affiliate" means, with respect to a specific Person referred to in the relevant provision, another Person who or which controls or is controlled by or is under common control with such specified Person.

"Certificate" means the original signed Note duly executed by the Company.

"Closing Date" means the date of the closing of the issuance of Note.

"Common Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

"Company Control Person" means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as defined below).

"Conversion Shares" means shares of Common Stock underlying and issuable upon conversions of the Note funded herein and to be funded pursuant to the second tranche in Section 1a.(v).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Holder" means the Person holding the relevant Securities at the relevant time.

"Last Audited Date" means December 31 , 2014.

"Purchaser Control Person" means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Purchaser pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act.

"Material Adverse Effect" means an event or combination of events, which individually or in the aggregate, would reasonably be expected to (w) adversely affect the legality, validity or enforceability of the Securities or any of the Transaction Documents, (x) have or result in a material adverse effect on the results of operations, assets, prospects, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, (y) adversely impair the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents or the transactions contemplated thereby, or (z) materially and adversely affect the value of the rights granted to the Purchaser in the Transaction Documents.

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"Person" means any living person or any entity, such as, but not necessarily limited to, a corporation, partnership or trust.

"Principal Trading Market" means the Over the Counter Bulletin Board or such other market on which the Common Stock is principally traded at the relevant time.

"Securities" means the Note, the Conversion Shares, the Warrants and the Warrant Shares, and any shares of common stock of the Company that may be issued to the Purchaser in connection with any other agreements between the parties.

"Shares" means the shares of representing any or all of the Conversion Shares.

"State of Incorporation" means Nevada.

"Subsidiary" means any subsidiary of the Company.

"Trading Day" means any day during which the Principal Trading Market shall be open for business.

"Transfer Agent" means, at any time, the transfer agent for the Company's Common Stock.

"Transaction Documents" means this Purchase Agreement and the Note, and includes all ancillary documents referred to in those agreements.

c.     Form of Payment; Delivery of Certificates.

(i)     The Purchaser shall pay the Purchase Amount payable under the Note by delivering immediately available good funds in United States Dollars to the Company on the applicable Closing Date.

(ii)     On the applicable Closing Date, the Company shall deliver the Note duly executed on behalf of the Company to the Purchaser.

(iii)     By signing this Agreement, each of the Purchaser and the Company agrees to all of the terms and conditions of the Transaction Documents, all of the provisions of which are incorporated herein by this reference as if set forth in full.

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d.     Method of Payment. Payment of the Purchase Amount shall be made by wire transfer of funds to:

Account Name: W.L. Macdonald Law Corporation
Account Address: BMO Bank of Montreal
595 Burrard Street, Vancouver, BC V7X1L7
Institution #: 001
Branch/Transit: 00040
Swift Code: BOFMCAM2
Routing #: CC000100040
IMPORTANT: Please quote file reference
“Lithium Exploration Group Ltd.”

2.     PURCHASER REPRESENTATIONS, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.

The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:

a.     Without limiting Purchaser's right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Purchaser is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.

b.     The Purchaser is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and to evaluate the merits and risks of an investment in the Securities, and (iv) able to afford the entire loss of its investment in the Securities.

c.     All subsequent offers and sales of the Securities by the Purchaser shall be made pursuant to registration of the relevant Securities under the 1933 Act or pursuant to an exemption from registration.

d.     The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

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e.     The Purchaser and its advisors, if any, have been furnished with or have been given access to all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser, including those set forth on i n any annex attached hereto. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Purchaser has also had the opportunity to obtain and to review the Company's filings on EDGAR (collectively, the "Company's SEC Documents").

f.     The Purchaser understands that its investment in the Securities involves a high degree of risk.

g.     The Purchaser hereby represents that, in connection with its purchase of the Securities, it has not relied on any statement or representation by the Company or any of its officers, directors and employees or any of their respective attorneys or agents, except as specifically set forth herein.

h.     The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

i.     This Agreement and the other Transaction Documents to which the Purchaser is a party, and the transactions contemplated thereby, have been duly and validly authorized, executed and delivered on behalf of the Purchaser and are valid and binding agreements of the Purchaser enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally.

3.     COMPANY REPRESENTATIONS, ETC. The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date.

a.     Rights of Others Affecting the Transactions. There are no preemptive rights of any shareholder of the Company, as such, to acquire the Note, or any shares of the Company's common stock that may be issued to the Purchaser in connection with any other agreements between the parties, in the event such shares are issued. No party other than a Purchaser has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated by the Transaction Documents.

b.     Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have or result in a Material Adverse Effect. The Company has registered its stock and is obligated to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Common Stock is, or immediately following the Closing Date will be, quoted on the Principal Trading Market. The Company has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for such quotation on the Principal Trading Market, and the Company has maintained all requirements on its part for the continuation of such quotation.

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c.     Authorized Shares.

(i)     The authorized capital stock of the Company consists of 2 , 0 00,000,000 shares of Common Stock, $0.001 par value.

(ii)     The Company has sufficient authorized and unissued shares of Common Stock as may be necessary to effect the issuance of the Shares on the Closing Date.

(iii)     As of the Closing Date, the Shares shall have been duly authorized by all necessary corporate action on the part of the Company, and, when issued pursuant to the relevant provisions of the Transaction Documents, in each case in accordance with their respective terms, will be duly and validly issued, fully paid and non-assessable and will not subject the Holder thereof to personal liability by reason of being such Holder.

d.     Transaction Documents and Stock. This Agreement and each of the other Transaction Documents, and the transactions contemplated thereby, have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement is, and the Note and each of the other Transaction Documents, when executed and delivered by the Company, will be, valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

e.     Non-contravention. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company, the issuance of the Securities, and the consummation by the Company of the other transactions contemplated by this Agreement, each of the Notes and the other Transaction Documents do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the certificate of incorporation or by-laws of the Company, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, or (ii i) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have or result in a Material Adverse Effect.

f.     Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

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g.     Filings. None of the Company's SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made, not misleading.

h.     Absence of Certain Changes. Since the Last Audited Date, there has been no material adverse change and no Material Adverse Effect, except as disclosed in the Company's SEC Documents. Since the Last Audited Date, except as provided in the Company's SEC Documents, the Company has not (i) incurred or become subject to any material liabilities (absolute or contingent) except liabilities incurred in the ordinary course of business consistent with past practices; (ii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; (iii) declared or made any payment or distribution of cash or other property to shareholders with respect to its capital stock, or purchased or redeemed, or made any agreements to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or transferred any other tangible assets, or canceled any debts owed to the Company by any third party or claims of the Company against any third party, except in the ordinary course of business consistent with past practices; (v) waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of existing business; (vi) made any increases in employee compensation, except in the ordinary course of business consistent with past practices; or experienced any material problems with labor or management in connection with the terms and conditions of their employment.

i.     Full Disclosure. To the best of the Company's knowledge, there is no fact known to the Company (other than general economic conditions known to the public generally or as disclosed in the Company's SEC Documents) that has not been disclosed in writing to the Purchaser that would reasonably be expected to have or result in a Material Adverse Effect.

j.     Absence of Litigation. Except as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company before or by any governmental authority or nongovernmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, any of the Transaction Documents. The Company is not aware of any valid basis for any such claim that (either individually or in the aggregate with all other such events and circumstances) could reasonably be expected to have a Material Adverse Effect. There are no outstanding or unsatisfied judgments, orders, decrees, writs, injunctions or stipulations to which the Company is a party or by which it or any of its properties is bound, that involve the transaction contemplated herein or that, alone or i n the aggregate, could reasonably be expect to have a Material Adverse Effect.

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k.     Absence of Events of Default. Except as set forth in Section 3(e) and 3(g) hereof, (i) neither the Company nor any of its subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material agreement to which it is a party or by which its property is bound, and (ii) no Event of Default (or its equivalent term), as defined in the respective agreement to which the Company or its subsidiary is a party, and no event which, with the giving of notice or the passage of time or both, would become an Event of Default (or its equivalent term) (as so defined in such agreement), has occurred and is continuing, which would have a Material Adverse Effect.

I.     No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

m.     No Integrated Offering. Neither the Company nor any of its Affiliates nor any Person acting on its or their behalf has, directly or indirectly, at any time since December 31, 2007, made any offer or sales of any security or solicited any offers to buy any security under circumstances that would eliminate the availability of the exemption from registration under Regulation D in connection with the offer and sale of the Securities as contemplated hereby.

n.     Dilution. Any shares of the Company's common stock issued to the Purchaser in connection with any agreements between the parties hereto, in the event such shares are issued may have a dilutive effect on the ownership interests of the other shareholders (and Persons having the right to become shareholders) of the Company. The Company's executive officers and directors have studied and fully understand the nature of the Securities being sold hereby and recognize that they have such a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment that such issuance is in the best interests of the Company.

o.     Confirmation. The Company confirms that all statements of the Company contained herein shall survive acceptance of this Agreement by the Purchaser. The Company agrees that, if any events occur or circumstances exist prior to the Closing Date or the release of the Purchase Amount to the Company which would make any of the Company's representations, warranties, agreements or other information set forth herein materially untrue or materially inaccurate as of such date, the Company shall immediately notify the Purchaser (directly or through its counsel, if any) in writing prior to such date of such fact, specifying which representation, warranty or covenant is affected and the reasons therefor.

p.     Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company i n accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

q.     SEC Reports; Financial Statements. Other than as previously disclosed to the Purchaser, the Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section l 3(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

r.     Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

s.     Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary, has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

t.     No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. By making this representation the Company does not, in any manner, waive the attorney/client privilege or the confidentiality of the communications between the Company and its lawyers.

4.     CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a.     Transfer Restrictions. The Purchaser acknowledges that (I ) the Securities have not been and are not being registered under the provisions of the 1933 Act and, the Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (3) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or to comply with the terms and conditions of any exemption thereunder. b. Restrictive Legend. The Purchaser acknowledges and agrees that the certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

c.     Filings. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Securities to the Purchaser under any United States laws and regulations applicable to the Company, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Purchaser promptly after such fi ling.

d.     Reporting Status. So long as the Purchaser beneficially owns any of the Securities, the Company shall file all reports required to be filed with the SEC pursuant to Section 13 or l 5(d) of the 1934 Act, shall take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144(c)(2) of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to fi le reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination. The Company will take all reasonable action under its control to maintain the continued listing and quotation and trading of its Common Stock on the Principal Trading Market or a listing on the NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will comply in all material respects with the Company's reporting, filing and other obligations under the by-laws or rules of the Principal Trading Market and/or the National Association of Securities Dealers, Inc., as the case may be, applicable to it for so long as the Purchaser beneficially owns any of the Securities.

e.     Use of Proceeds. The Company will use the proceeds received hereunder (excluding amounts paid by the Company for legal fees in connection with the sale of the Securities) for working capital.

f.     Publicity, Filings, Releases, Etc. Each of the parties agrees that it will not disseminate any information relating to the Transaction Documents or the transactions contemplated thereby, including issuing any press releases, holding any press conferences or other forums, or filing any reports (collectively, "Publicity"), without giving the other party reasonable advance notice and an opportunity to comment on the contents thereof. Neither party will include in any such Publicity any statement or statements or other material to which the other party reasonably objects, unless i n the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. In furtherance of the foregoing, the Company will provide to the Purchaser drafts of the applicable text of the first filing of a Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K intended to be made with the SEC which refers to the Transaction Documents or the transactions contemplated thereby as soon as practicable (but at least two (2) Trading Days before such filing will be made) will not include in such filing any statement or statements or other material to which the other party reasonably objects, unless in the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. Notwithstanding the foregoing, each of the parties hereby consents to the inclusion of the text of the Transaction Documents in filings made with the SEC as well as any descriptive text accompanying or part of such filing which is accurate and reasonably determined by the Company's counsel to be legally required. Notwithstanding, but subject to, the foregoing provisions of this Section 4(i), the Company will, after the Closing Date, promptly file a Current Report on Form 8-K or, if appropriate, a quarterly or annual report on the appropriate form, referring to the transactions contemplated by the Transaction Documents.

5.     TRANSFER AGENT INSTRUCTIONS.

a.     The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue the Shares to the Holder as contemplated in the Transaction Documents. Nothing in this Section shall affect i n any way the Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Purchaser of any of the Securities in accordance with clause ( 1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or issue of the Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Purchaser.

b.     The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent.

6.     CLOSING DATE.

a.     The respective Closing Date shall occur as indicated in Section 1(a)(1) after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run.

b.     The closing of the Transactions shall occur on the respective Closing Date at the offices of the Purchaser and shall take place no later than 3:00 P.M., PST, on such day or such other time as is mutually agreed upon by the Company and the Purchaser.

7.     CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The Purchaser understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon:

a.	The execution and delivery of this Agreement by the Purchaser; and
b.	Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement;

c.	The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and
d.	There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

8.     CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE

The Company understands that the Purchaser's obligation to purchase any Notes and its acceptance of any shares of the Company's common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:

a.     The execution and delivery of this Agreement and the other Transaction Documents by the Company;

b.     Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;

c.     The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;

d.     The Company must be current with all required Exchange Act filings.

e.     There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and

f.     From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.

9.     INDEMNIFICATION AND REIMBURSEMENT.

a.     (i)     The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

       (ii)     The Company hereby agrees that, if the Purchaser, other than by reason of its negligence, illegal or willful misconduct (in each case, as determined by a non- appealable judgment to such effect), (x) becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or if the Purchaser is impleaded in any such action, proceeding or investigation by any Person, or (y) becomes involved in any capacity in any action, proceeding or investigation brought by the SEC, any self-regulatory organization or other body having jurisdiction, against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or (z) is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company shall indemnify, defend and hold harmless the Purchaser from and against and in respect of all losses, claims, liabilities, damages or expenses resulting from, imposed upon or incurred by the Purchaser, directly or indirectly, and reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The indemnification and reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and Purchaser Control Persons (if any), as the case may be, of the Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchaser, any such Affiliate and any such Person. The Company also agrees that neither the Purchaser nor any such Affiliate, partner, director, agent, employee or Purchaser Control Person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of this Agreement or the other Transaction Documents, except as may be expressly and specifically provided in or contemplated by this Agreement.

b.     All claims for indemnification by any Indemnified Party (as defined below) under this Section shall be asserted and resolved as follows:

(i)     In the event any claim or demand in respect of which any Person claiming indemnification under any provision of this Section (an "Indemnified Party") might seek indemnity under paragraph (a) of this Section is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an Affiliate thereof (a "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of this Section against any Person (the "Indemnifying Party"), together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under this Section and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. The following provisions shall also apply.

(ii)     If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this paragraph (b) of this Section, then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to paragraph (a) of this Section). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this subparagraph (x), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this subparagraph (x), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under paragraph (a) of this Section with respect to such Third Party Claim.

(iii)     If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this subparagraph (y), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in subparagraph (z) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this subparagraph (y) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this subparagraph (y), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(iv)     If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim under paragraph (a) of this Section or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(v)     In the event any Indemnified Party should have a claim under paragraph (a) of this Section against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under paragraph (a) of this Section specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that it the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

c.     The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to.

10.     JURY TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other in respect of any matter arising out or in connection with the Transaction Documents.

11.     GOVERNING LAW: MISCELLANEOUS.

a.     (i)     This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the state courts of the State of Nevada as in connection with any dispute arising under this Agreement or any of the other Transaction Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Purchaser for any reasonable legal fees and disbursements incurred by the Purchaser in enforcement of or protection of any of its rights under any of the Transaction Documents. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

      (ii)     The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

b.     Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

c.     This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.

d.     All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

e.     An e m a i l of this signed Agreement shall be legal and binding on all parties hereto.

f.     This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.

g.     The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

h.     If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

i.     This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof.

j.     This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

13.     NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of

(a)     the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed email,

(b)     the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)     the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):

COMPANY:	Lithium Exploration Group Inc.
	3200 N Hayden Road, Suite 235
	Scottsdale, AZ 85251
	Attn: Alex Walsh
PURCHASER:	VES Investment Trust
	Attn: Victor Sandor
	Telephone No.: 201-960-0918

14.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's and the Purchaser's representations and warranties herein shall survive the execution and delivery of this Agreement and the delivery of the Certificates and the payment of the Purchase Amount, and shall inure to the benefit of the Purchaser and the Company and their respective successors and assigns.

[Balance of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed by the Purchaser and the Company as of the date set first above written.

VES Investment Trust

___________________________
Name: Victor Sandor
Title: Trustee

LITHIUM EXPLORATION GROUP, INC.

By:

(Signature of Authorized Person)

Alexander Walsh, Chief Executive Officer

EX-10.86

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

LITHIUM EXPLORATION GROUP, INC.
10% OID Convertible Promissory Note
Due December 1, 2016

December 1, 2015

                                                                                                                                                                                                                                         USD $18,000

For value received, Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of VES Investment Trust (together with its successors, representatives, and permitted assigns, the "Holder"), in accordance with the terms hereinafter provided, up to an aggregate of $18,000 (eighteen thousand dollars) (the "Principal Amount"), which includes the aggregate principal sum of $15,000 (fifteen thousand dollars) advanced by the Holder, $1,500 Original Issue Discount incurred by the Holder, and $1,500 legal fees. The Principal Amount outstanding shall be due and payable on December 1, 2016.

The due dates of any outstanding principal balance are referred to herein as the "Maturity Date", respectively.

All payments under or pursuant to this Note refer to and shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Company or by wire transfer of funds to the Holder's account, instructions for which are attached hereto as Exhibit A.

ARTICLE

Section 1.1     Purchase Agreement. This Note has been executed and delivered pursuant to the Security Purchase Agreement dated as of December 1, 2015 (the "Purchase Agreement'') by and among the Company and the purchasers listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

Section 1.2     Interest.

(a)     Beginning on the issuance date of this Note (the "Issuance Date"), the outstanding principal balance of this Note shall bear interest at a rate per annum equal to 10 percent (10%) accruing on an 12 month basis, which shall consist of the pre-paid interest referred to above, which may be converted to shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at the option of the Holder on the same terms as the Note.

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Section 1.3     Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.4     Transfer. This Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.5     Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1     Events of Default. The occurrence of any of the following events shall be an "Event of Default" under this Note:

(a)     the Company shall fail to make the payment of any amount of principal outstanding on the date such payment is due hereunder;

(b)     the Company shall fail to make any payment of interest in shares of Common Stock for a period of three (3) days after the date such interest is due;

(c)     the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq Small Cap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(d)     the Company's notice to the Holder, including by way of public announcement, at any time, of its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock;

(e)     the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note or any accrued and unpaid interest, or (ii) make the payment of any fees and/or liquidated damages under this Note or the Purchase Agreement, which failure in the case of items (i) and (ii) of this Section 2.1(e) is not remedied within three (3) business days after the incurrence thereof;

(f)     default shall be made in the performance or observance of (i) any material covenant, condition or agreement contained in this Note (other than as set forth in clause (e) of this Section 2.1) and such default is not fully cured within five (5) business days after the occurrence thereof or (ii) any material covenant, condition or agreement contained in the Purchase Agreement or any other Transaction Document which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within five (5) business days after the occurrence thereof;

(g)     any material representation or warranty made by the Company herein or in the Purchase Agreement or any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;

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(h)     the Company shall (A) default in any payment of any amount or amounts of principal of or interest on any Indebtedness (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $50,000 or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to perm it the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;

(i)     the Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(j)     a proceeding or case shall be commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or

(k)     the failure of the Company to instruct its transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 of the Securities Act and issue such unlegended certificates to the Holder within five (5) business days of the Holder's request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company that such shares of Common Stock can be resold pursuant to Rule 144; or

(I)     the failure of the Company to pay any amounts due to the Holder herein within three (3) business days of receipt of notice to the Company.

Section 2.2     Remedies Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Company; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (k) or (I), the outstanding principal balance and interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (a)-(j) and 2.l (m)-(n), demand the prepayment of this Note pursuant to Section 3.6 hereof, (b) subject to Section 3.4 hereof, demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date and demand that all accrued and unpaid interest under this Note shall be converted into shares of Common Stock in accordance with Section 1 .2 hereof, or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, other Transaction Document or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

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ARTICLE III

CONVERSION; ANTIDILUTION; PREPAYMENT

Section 3.1      Conversion Option.

(a)     At any time on or after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the "Conversion Option"), into such number of fully paid and non- assessable shares of Common Stock (the "Conversion Rate") as is determined by dividing that portion of the outstanding principal balance under this Note as of such date that the Holder elects to convert by the Conversion Price (as defined in Section 3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of conversion (the "Conversion Notice"), duly executed, to the Company (the "Voluntary Conversion Date"), provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.5 below. The Holder shall deliver this Note to the Company at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Company shall keep written records of the amount of this Note converted as of each Conversion Date.

(b)     On any Voluntary Conversion Date, the Holder may cause the any outstanding Principal Amount of this Note plus all accrued and unpaid interest to convert into a number of fully paid and non-assessable shares of Common Stock equal to the quotient of the elected outstanding principal amount of this Note plus all accrued interest on the elected outstanding on the Voluntary Conversion Date (as described in this Section below) divided by the Conversion Price as described in Section 3.2(a) below. Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), then to the extent permitted by law, the Company will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of fifteen percent (15%) and the maximum applicable legal rate per annum.

(B)          Conversion Limitations; Holder's Restriction on Conversion. The Company shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Conversion Notice, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its affiliates and (B) Exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Notes or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder) and of which a portion of this Note is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K (or such related form), as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

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Section 3.2     Conversion Price.

(a)     The term "Conversion Price" shall mean a 3 5 % discount to the lowest s a l e price of the common stock for the 20 trading days immediately prior to (i) the date of the Purchase Agreement, or (ii) the Voluntary Conversion Date.

Section 3.3     Mechanics of Conversion.

(a)     Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. I n the alternative, not later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5. l of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Company or its transfer agent shall only be obligated to issue and deliver the shares to the OTC on the Holder's behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements. lf in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Company.

(b)     The Company understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder. If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of l 0% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn.

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(c)     ln addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a "Buy- In"), then the Company shall ( 1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multi plying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Company was required to deliver to the Holder in connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

Section 3.4     Ownership Cap and Certain Conversion Restrictions.

Notwithstanding anything to the contrary set forth in Section 3 of this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section l3(d) of the Exchange Act and the rules thereunder) more than 9.9% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Company with sixty-one (61) days notice (pursuant to Section 4.1 hereof) (the "Waiver Notice") that the Holder would like to waive this Section 3.4 with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3.4 will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the Maturity Date.

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Section 3.5     Adjustment of Conversion Price.

(a)     The Conversion Price shall be subject to adjustment from time to time as follows:

(i)     Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.5(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii)     Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

(1 )     the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2)    the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(iii)     Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3.5(a)(iii ) with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv)     Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.5(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.5(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

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(v)     Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.5(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.5(a)(iv)), or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's properties or assets to any other person (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3.5(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

(vi)     Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ("Convertible Securities"), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (vi) of this Section 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.

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(vii)     Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:

(1)     in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or

(2)     in the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on The basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the consideration computed as provided in this Section 3.5(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Company.

(b)     Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(c)     Certain Issues Excepted Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued i n connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company's stock option plans and employee stock purchase plans as they now exist, (vii) the payment of any accrued interest in shares of Common Stock pursuant to this Note.

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(d)     No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 3.5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Note as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Note shall have issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent ( 130%) of the amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(e)     Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or number of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.5, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing i n detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

(f)     Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(g)     Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.

(h)     Reservation of Common Stock. The Company shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common Stock so reserved shall at no time be less than three hundred percent (300%) of the number of shares of Common Stock for which this Note and all interest accrued thereon are at any time convertible. The Company shall, from time to time in accordance with Nevada corporate law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company's obligations under this Section 3.5(h) .

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(i)     Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its sole cost and expense, i n good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

Section 3.6     Prepayment.

(a)     Prepayment Upon an Event of Default. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described i n Sections 2.1 (a)-(j)) and 2.1 (m)- (o) hereof, the Holder shall have the right, at such Holder's option, to require the Company to prepay in cash all or a portion of this Note at a price equal to one hundred f i f t y percent (150%) of the aggregate principal amount of this Note plus all accrued and unpaid interest applicable at the time of such request (the "Event of Default Prepayment Price"). Nothing i n this Section 3.6(a) shall limit the Holder's rights under Section 2.2 hereof.

(b)     Prepayment Option Upon Major Transaction. In addition to all other rights of the Holder contained herein, simultaneous with the occurrence of a Major Transaction (as defined in Section 3.6(e) hereof), the Holder shall have the right, at the Holder's option, to require the Company to prepay all or a portion of the Holder's Note at a price equal to one hundred f i f t y percent (150%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (the "Major Transaction Prepayment Price").

(c)      Prepayment Option Upon Triggering Event. In addition to all other rights of the Holder contained herein, after a Triggering Event (as defined below), the Holder shall have the right, at the Holder's option, to require the Company to prepay all or a portion of this Note in cash at a price equal to the sum of (i) the greater of (A) one hundred f i f t y percent (150%) of the aggregate principal amount of this Note plus all accrued and un paid interest and (B) in the event at such time the Holder is unable to obtain the benefit of its conversion rights through the conversion of this Note and resale of the shares of Common Stock issuable upon conversion hereof in accordance with the terms of this Note and the other Transaction Documents, the aggregate principal amount of this Note plus all accrued but unpaid interest hereon, divided by the Conversion Price on (x) the date the Prepayment Price (as defined below) is demanded or otherwise due or (y) the date the Prepayment Price is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment Price is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note and the other Transaction Documents (the "Triggering Event Prepayment Price," and, collectively with the "Major Transaction Prepayment Price," the "Prepayment Price").

(d)      Major Transaction. A "Major Transaction" shall be deemed to have occurred at such time as any of the following events:

(i)      the consolidation, merger or other business combination of the Company with or into another Person (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (B) a consolidation, merger or other business combination in which holders of the Company's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities); or

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(ii)     the sale or transfer of more than fifty percent (50%) of the Company's assets (based on the fair market value as determined in good faith by the Company's Board of Directors) other than inventory in the ordinary course of business in one or a related series of transactions; or

(iii)     closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted.

(e)     Triggering Event. A "Triggering Event" shall be deemed to have occurred at such time as any of the following events:

(i)     the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(ii)     the Company's notice to any holder of the Note, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any Note into shares of Common Stock; or (iii) the Company's failure to comply with a Conversion Notice tendered in accordance with the provisions of this Note within ten (10) business days after the receipt by the Company of the Conversion Notice; or

(iv)     the Company deregisters its shares of Common Stock and as a result such shares of Common Stock are no longer publicly traded; or

(v)    the Company consummates a ''going private" transaction and as a result the Common Stock is no longer registered under Sections l 2(b) or 12(g) of the Exchange Act.

(f)     Mechanics of Prepayment at Option of Holder Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to the Holder of this Note. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Company to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Holder Upon Major Transaction") to the Company, which Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.6(b) above.

(g)     Mechanics of Prepayment at Option of Holder Upon Triggering Event. Within one (1) business day after the occurrence of a Triggering Event, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Triggering Event") to each holder of the Notes. At any time after the earlier of a holder's receipt of a Notice of Triggering Event and such holder becoming aware of a Triggering Event, any holder of this Note may require the Company to prepay all of the Notes on a pro rata basis by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Holder Upon Triggering Event") to the Company, which Notice of Prepayment at Option of Holder Upon Triggering Event shall indicate (i) the amount of the Note that such holder is electing to have prepaid and (ii) the applicable Triggering Event Prepayment Price, as calculated pursuant to Section 3.6(c) above. A holder shall only be permitted to require the Company to prepay the Note pursuant to Section 3.6 hereof for the greater of a period of ten (10) days after receipt by such holder of a Notice of Triggering Event or for so long as such Triggering Event is continuing.

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(h)      Payment of Prepayment Price. Upon the Company's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Notes, the Company shall immediately notify each holder of the Notes by facsimile of the Company's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Company such holder's certificates representing the Notes which such holder has elected to have prepaid. The Company shall deliver the applicable Triggering Event Prepayment Price, in the case of a prepayment pursuant to Section 3.6(i), to such holder within five (5) business days after the Company's receipt of a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.6(f), the Company shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's original Note shall have been so delivered to the Company; provided further that if the Company is unable to prepay all of the Notes to be prepaid, the Company shall prepay an amount from each holder of the Notes being prepaid equal to such holder's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Company shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the "Void Optional Prepayment Option") to, in lieu of prepayment, require the Company to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Company via facsimile (the "Void Optional Prepayment Notice"). Upon the Company's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Company shall immediately return any Notes submitted to the Company by each holder for prepayment under this Section 3.6(h) and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Company and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

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(i)     Company Prepayment Option upon Major Transaction. Upon the consummation of a Major Transaction, the Company may prepay in cash all or any portion of the outstanding principal amount of this Note together with all accrued and unpaid interest thereon upon at least thirty (30) days prior written notice to the Holder (the "Company's Prepayment Notice") at a price equal to one hundred fifty percent (150%) of the aggregate principal amount of this Note plus any accrued but unpaid interest (the "Company's Prepayment Price"); provided, however, that if a holder has delivered a Conversion Notice to the Company or delivers a Conversion Notice within such thirty (30) day period following delivery of the Company's Prepayment Notice, the principal amount of the Notes plus any accrued but unpaid interest designated to be converted may not be prepaid by the Company and shall be converted in accordance with Section 3.3 hereof; provided further that if during the period between delivery of the Company's Prepayment Notice and the Company's Prepayment Date (as defined below), a holder shall become entitled and elects to deliver a Notice of Prepayment at Option of Holder Upon Major Transaction or Notice of Prepayment at Option of Holder upon Triggering Event, then such rights of the holders shall take precedence over the previously delivered Company Prepayment Notice if the holder so elects. The Company's Prepayment Notice shall state the date of prepayment which date shall be the date of the consummation of the Major Transaction (the "Company's Prepayment Date"), the Company's Prepayment Price and the principal amount of Notes plus any accrued but unpaid interest to be prepaid by the Company. The Company shall deliver the Company's Prepayment Price on the Company's Prepayment Date, provided, that if the holder(s) delivers a Conversion Notice before the Company's Prepayment Date, then the portion of the Company's Prepayment Price which would be paid to prepay the Notes covered by such Conversion Notice shall be returned to the Company upon delivery of the Common Stock issuable i n connection with such Conversion Notice to the holder(s). On the Company's Prepayment Date, the Company shall pay the Company's Prepayment Price, subject to any adjustment pursuant to the immediately preceding sentence, to the holder(s) on a pro rata basis. If the Company fails to pay the Company's Prepayment Price by the third (3rd) business day after the Company's Prepayment Date, the prepayment will be declared null and void and the Company shall lose its right to serve a Company's Prepayment Notice pursuant to this Section 3.6(i) in the future. Notwithstanding the foregoing to the contrary, the Company may effect a prepayment pursuant to this Section 3.6(i) only if trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the Nasdaq SmallCap Market (or other exchange or market on which the Common Stock is trading), and and the Company is in material compliance with the terms and conditions of this Note and the other Transaction Documents.

Section 3.7     Inability to Fully Convert.

(a)     Holder's Option if Company Cannot Fully Convert. If, upon the Company's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder's option, can elect to:

(i)     require the Company to prepay that portion of this Note for which the Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price");

(ii)    void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice).

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In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain i n effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(b)     Mechanics of Fulfilling Holder's Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company's inability to fully satisfy the Conversion Notice (the "Inability to Fully Convert Notice"). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Company is unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company ("Notice in Response to Inability to Convert").

(c)     Payment of Prepayment Price. If the Holder shall elect to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Company shall pay the Mandatory Prepayment Price to the Holder within thirty (30) days of the Company's receipt of the Holder's Notice in Response to Inability to Convert, provided that prior to the Company's receipt of the Holder's Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting i n the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Company shall fail to pay the applicable Mandatory Prepayment Price to the Holder on a timely basis as described in this Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and (iii) require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

(d)     Pro-rata Conversion and Prepayment. In the event the Company receives a Conversion Notice from more than one holder of the Notes on the same day and the Company can convert and prepay some, but not all, of the Notes pursuant to this Section 3.7, the Company shall convert and prepay from each holder of the Notes electing to have its Notes converted and prepaid at such time an amount equal to such holder's pro-rata amount (based on the principal amount of the Notes held by such holder relative to the principal amount of the Notes outstanding) of all the Notes being converted and prepaid at such time.

Section 3.8     No Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any other rights as a shareholder of the Company.

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ARTICLE IV

MISCELLANEOUS

Section 4.1     Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public.

Section 4.2     Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 4.3     Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.4     Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 4.5     Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys' fees and expenses.

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Section 4.6     Binding Effect. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

Section 4.7     Amendments. This Note may not be modified or amended many manner except in writing executed by the Company and the Holder.

Section 4.8     Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."

Section 4.9     Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Section 4.10     Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.

Section 4.1 1     Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

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Section 4.12      Company Waivers. Except as otherwise specifically provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands' and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Company liable for the payment of this Note, AND DO HEREBY WAIVE TRlAL BY JURY.

(a)     No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b)     THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICA BLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AN D HEA R ING

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WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

LITHIUM EXPLORATION GROUP, INC.
By:
	Name:	Alexander Walsh
	Title:	Chief Executive Officer

FORM OF

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ of the principal amount of the above Note No. ____ into shares of Common Stock of Lithium Exploration Group, Inc. (the "Company") according to the conditions hereof, as of the date written below.

Date of Conversion: ________________________________________________________________

Applicable Conversion Price: __________________________________________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _______________________________________________________________

Signature:

Print Name:

Address:

EX-10.87

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of December 1, 2015, is entered into by and among Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), and JDF Capital Inc. (the "Purchaser").

WITNESSETH:

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration for offers and sales to accredited investors afforded, inter alia, by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of l 933, as amended (the "1933 Act"), and/or Section 4(2) of the 1933 Act; and

WHEREAS, the Purchaser wishes to purchase a 10% Original Issue Discount (“OID) Convertible Promissory Note of the Company (the "Note"), in the original principal amount of $18,000, subject to and upon the terms and conditions of this Agreement and acceptance of this Agreement by the Company, on the terms and conditions referred to herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.     AGREEMENT TO PURCHASE; PURCHASE PRICE.

a.     Purchase.

(i)     Subject to the terms and conditions of this Agreement and the other Transaction Documents, the Purchaser hereby agrees to purchase a Note in the aggregate amount of $18,000 (the "Purchase Amount"), which Note shall be funded on the Closing Date as described therein.

(a)     $15,000 of the Note shall be funded and issued by December 1, 2015 (the “Closing Date”)

(ii)     The Note referred to herein shall be in the form of Annex I annexed hereto.

(iii)     The purchase of the Note by the Purchaser and the other transactions contemplated hereby are sometimes referred to herein and in the other Transaction Documents as the purchase and sale of the Securities (as defined below), and are referred to collectively as the "Transactions".

(iv)     The Purchaser shall deliver the Purchase Amount to counsel for the Company, which Purchase Amount shall be held in trust until authorized for release to the Company by written instruction of the Purchaser. The Purchase Amount shall be promptly returned to the Purchaser if not authorized for release by the Purchaser by the Closing Date.

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b.     Certain Definitions. As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:

"Affiliate" means, with respect to a specific Person referred to in the relevant provision, another Person who or which controls or is controlled by or is under common control with such specified Person.

"Certificate" means the original signed Note duly executed by the Company.

"Closing Date" means the date of the closing of the issuance of Note.

"Common Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

"Company Control Person" means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as defined below).

"Conversion Shares" means shares of Common Stock underlying and issuable upon conversions of the Note funded herein and to be funded pursuant to the second tranche in Section 1a.(v).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Holder" means the Person holding the relevant Securities at the relevant time.

"Last Audited Date" means December 31 , 2014.

 "Purchaser Control Person" means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Purchaser pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act.

 "Material Adverse Effect" means an event or combination of events, which individually or in the aggregate, would reasonably be expected to (w) adversely affect the legality, validity or enforceability of the Securities or any of the Transaction Documents, (x) have or result in a material adverse effect on the results of operations, assets, prospects, or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, (y) adversely impair the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents or the transactions contemplated thereby, or (z) materially and adversely affect the value of the rights granted to the Purchaser in the Transaction Documents.

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"Person" means any living person or any entity, such as, but not necessarily limited to, a corporation, partnership or trust.

"Principal Trading Market" means the Over the Counter Bulletin Board or such other market on which the Common Stock is principally traded at the relevant time.

"Securities" means the Note, the Conversion Shares, the Warrants and the Warrant Shares, and any shares of common stock of the Company that may be issued to the Purchaser in connection with any other agreements between the parties.

"Shares" means the shares of representing any or all of the Conversion Shares.

"State of Incorporation" means Nevada.

"Subsidiary" means any subsidiary of the Company.

"Trading Day" means any day during which the Principal Trading Market shall be open for business.

"Transfer Agent" means, at any time, the transfer agent for the Company's Common Stock.

"Transaction Documents" means this Purchase Agreement and the Note, and includes all ancillary documents referred to in those agreements.

c.      Form of Payment; Delivery of Certificates.

(i)      The Purchaser shall pay the Purchase Amount payable under the Note by delivering immediately available good funds in United States Dollars to the Company on the applicable Closing Date.

(ii)      On the applicable Closing Date, the Company shall deliver the Note duly executed on behalf of the Company to the Purchaser.

(iii)      By signing this Agreement, each of the Purchaser and the Company agrees to all of the terms and conditions of the Transaction Documents, all of the provisions of which are incorporated herein by this reference as if set forth in full.

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d.     Method of Payment. Payment of the Purchase Amount shall be made by wire transfer of funds to:

Account Name: W.L. Macdonald Law Corporation
Account Address: BMO Bank of Montreal
595 Burrard Street, Vancouver, BC V7X1L7
Institution #: 001
Branch/Transit: 00040
Swift Code: BOFMCAM2
Routing #: CC000100040
IMPORTANT: Please quote file reference
“Lithium Exploration Group Ltd.”

2.     PURCHASER REPRESENTATIONS, ETC.; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION.

The Purchaser represents and warrants to, and covenants and agrees with, the Company as follows:

a.     Without limiting Purchaser's right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with the 1933 Act, the Purchaser is purchasing the Securities for its own account for investment only and not with a view towards the public sale or distribution thereof and not with a view to or for sale in connection with any distribution thereof.

b.     The Purchaser is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its Affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and to evaluate the merits and risks of an investment in the Securities, and (iv) able to afford the entire loss of its investment in the Securities.

c.     All subsequent offers and sales of the Securities by the Purchaser shall be made pursuant to registration of the relevant Securities under the 1933 Act or pursuant to an exemption from registration.

d.     The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the 1933 Act and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

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e.     The Purchaser and its advisors, if any, have been furnished with or have been given access to all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been req uested by the Purchaser, including those set forth on i n any annex attached hereto. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management and have received complete and satisfactory answers to any such inquiries. Without limiting the generality of the foregoing, the Purchaser has also had the opportunity to obtain and to review the Company's filings on EDGAR (collectively, the "Company's SEC Documents").

f.     The Purchaser understands that its investment in the Securities involves a high degree of risk.

g.     The Purchaser hereby represents that, in connection with its purchase of the Securities, it has not relied on any statement or representation by the Company or any of its officers, directors and employees or any of their respective attorneys or agents, except as specifically set forth herein.

h.     The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

i.     This Agreement and the other Transaction Documents to which the Purchaser is a party, and the transactions contemplated thereby, have been duly and validly authorized, executed and delivered on behalf of the Purchaser and are valid and binding agreements of the Purchaser enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally.

3.     COMPANY REPRESENTATIONS, ETC. The Company represents and warrants to the Purchaser as of the date hereof and as of the Closing Date.

a.     Rights of Others Affecting the Transactions. There are no preemptive rights of any shareholder of the Company, as such, to acquire the Note, or any shares of the Company's common stock that may be issued to the Purchaser in connection with any other agreements between the parties, in the event such shares are issued. No party other than a Purchaser has a currently exercisable right of first refusal which would be applicable to any or all of the transactions contemplated by the Transaction Documents.

b.     Status. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have or result in a Material Adverse Effect. The Company has registered its stock and is obligated to file reports pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Common Stock is, or immediately following the Closing Date will be, quoted on the Principal Trading Market. The Company has received no notice, either oral or written, with respect to the continued eligibility of the Common Stock for such quotation on the Principal Trading Market, and the Company has maintained all req uirements on its part for the continuation of such quotation.

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c.     Authorized Shares.

(i)     The authorized capital stock of the Company consists of 2 , 0 00,000,000 shares of Common Stock, $0.001 par value.

(ii)     The Company has sufficient authorized and unissued shares of Common Stock as may be necessary to effect the issuance of the Shares on the Closing Date.

(iii)     As of the Closing Date, the Shares shall have been duly authorized by all necessary corporate action on the part of the Company, and, when issued pursuant to the relevant provisions of the Transaction Documents, in each case in accordance with their respective terms, will be duly and validly issued, fully paid and non-assessable and will not subject the Holder thereof to personal liability by reason of being such Holder.

d.     Transaction Documents and Stock. This Agreement and each of the other Transaction Documents, and the transactions contemplated thereby, have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement is, and the Note and each of the other Transaction Documents, when executed and delivered by the Company, will be, valid and binding agreements of the Company enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

e.     Non-contravention. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company, the issuance of the Securities, and the consummation by the Company of the other transactions contemplated by this Agreement, each of the Notes and the other Transaction Documents do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the certificate of incorporation or by-laws of the Company, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, or (ii i) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have or result in a Material Adverse Effect.

f.     Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the shareholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Purchaser as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

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g.     Filings. None of the Company's SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances u nder which they were made, not misleading.

h.     Absence of Certain Changes. Since the Last Audited Date, there has been no material adverse change and no Material Adverse Effect, except as disclosed in the Company's SEC Documents. Since the Last Audited Date, except as provided in the Company's SEC Documents, the Company has not (i) incurred or become subject to any material liabilities (absolute or contingent) except liabilities incurred in the ordinary course of business consistent with past practices; (ii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business consistent with past practices; (iii) declared or made any payment or distribution of cash or other property to shareholders with respect to its capital stock, or purchased or redeemed, or made any agreements to purchase or redeem, any shares of its capital stock; (iv) sold, assigned or transferred any other tangible assets, or canceled any debts owed to the Company by any third party or claims of the Company against any third party, except in the ordinary course of business consistent with past practices; (v) waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of existing business; (vi) made any increases in employee compensation, except in the ordinary course of business consistent with past practices; or experienced any material problems with labor or management in connection with the terms and conditions of their employment.

i.     Full Disclosure. To the best of the Company's knowledge, there is no fact known to the Company (other than general economic conditions known to the public generally or as disclosed in the Company's SEC Documents) that has not been disclosed in writing to the Purchaser that would reasonably be expected to have or result in a Material Adverse Effect.

j.     Absence of Litigation. Except as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company before or by any governmental authority or nongovernmental department, commission, board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, any of the Transaction Documents. The Company is not aware of any valid basis for any such claim that (either individually or in the aggregate with all other such events and circumstances) could reasonably be expected to have a Material Adverse Effect. There are no outstanding or unsatisfied judgments, orders, decrees, writs, injunctions or stipulations to which the Company is a party or by which it or any of its properties is bound, that involve the transaction contemplated herein or that, alone or i n the aggregate, could reasonably be expect to have a Material Adverse Effect.

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k.     Absence of Events of Default. Except as set forth in Section 3(e) and 3(g) hereof, (i) neither the Company nor any of its subsidiaries is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material agreement to which it is a party or by which its property is bound, and (ii) no Event of Default (or its equivalent term), as defined in the respective agreement to which the Company or its subsidiary is a party, and no event which, with the giving of notice or the passage of time or both, would become an Event of Default (or its equivalent term) (as so defined in such agreement), has occurred and is continuing, which would have a Material Adverse Effect.

I.     No Undisclosed Liabilities or Events. To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

m.     No Integrated Offering. Neither the Company nor any of its Affiliates nor any Person acting on its or their behalf has, directly or indirectly, at any time since December 31, 2007, made any offer or sales of any security or solicited any offers to buy any security under circumstances that would eliminate the availability of the exemption from registration under Regulation D in connection with the offer and sale of the Securities as contemplated hereby.

n.     Dilution. Any shares of the Company's common stock issued to the Purchaser in connection with any agreements between the parties hereto, in the event such shares are issued may have a dilutive effect on the ownership interests of the other shareholders (and Persons having the right to become shareholders) of the Company. The Company's executive officers and directors have studied and fully understand the nature of the Securities being sold hereby and recognize that they have such a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment that such issuance is in the best interests of the Company.

o.     Confirmation. The Company confirms that all statements of the Company contained herein shall survive acceptance of this Agreement by the Purchaser. The Company agrees that, if any events occur or circumstances exist prior to the Closing Date or the release of the Purchase Amount to the Company which would make any of the Company's representations, warranties, agreements or other information set forth herein materially untrue or materially inaccurate as of such date, the Company shall immediately notify the Purchaser (directly or through its counsel, if any) in writing prior to such date of such fact, specifying which representation, warranty or covenant is affected and the reasons therefor.

p.     Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company i n accordance with its terms except (i) as li mited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

q.     SEC Reports; Financial Statements. Other than as previously disclosed to the Purchaser, the Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section l 3(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

r.     Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company, including its Subsidiaries, is made known to the certifying officers by others within those entities, particularly during the period in which the Company's most recently filed periodic report under the Exchange Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's controls and procedures as of the date prior to the filing date of the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls (as such term is defined in Item 307(b) of Regulation S-K u nder the Exchange Act) or, to the Company's knowledge, in other factors that could significantly affect the Company's internal controls.

s.     Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary, has no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.

t.     No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers. By making this representation the Company does not, in any manner, waive the attorney/client privilege or the confidentiality of the communications between the Company and its lawyers.

4.     CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

a.     Transfer Restrictions. The Purchaser acknowledges that (I ) the Securities have not been and are not being registered under the provisions of the 1933 Act and, the Shares have not been and are not being registered under the 1933 Act, and may not be transferred unless (A) subsequently registered thereunder or (B) the Purchaser shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (2) any sale of the Securities made in reliance on Rule 144 promulgated under the 1933 Act ("Rule 144") may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Securities under circumstances in which the seller, or the Person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may req uire compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (3) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or to comply with the terms and conditions of any exemption thereunder.

b. Restrictive Legend. The Purchaser acknowledges and agrees that the certificates and other instruments representing any of the Securities shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of any such Securities):

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

c.     Filings. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Securities to the Purchaser under any United States laws and regulations applicable to the Company, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Purchaser promptly after such fi ling.

d.     Reporting Status. So long as the Purchaser beneficially owns any of the Securities, the Company shall file all reports required to be filed with the SEC pursuant to Section 13 or l 5(d) of the 1934 Act, shall take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144(c)(2) of the 1933 Act, is publicly available, and shall not terminate its status as an issuer required to fi le reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination. The Company will take all reasonable action under its control to maintain the continued listing and quotation and trading of its Common Stock on the Principal Trading Market or a listing on the NASDAQ/Small Cap or National Markets and, to the extent applicable to it, will comply in all material respects with the Company's reporting, filing and other obligations under the by-laws or rules of the Principal Trading Market and/or the National Association of Securities Dealers, Inc., as the case may be, applicable to it for so long as the Purchaser beneficially owns any of the Securities.

e.     Use of Proceeds. The Company will use the proceeds received hereunder (excluding amounts paid by the Company for legal fees in connection with the sale of the Securities) for working capital.

f.     Publicity, Filings, Releases, Etc. Each of the parties agrees that it will not disseminate any information relating to the Transaction Documents or the transactions contemplated thereby, including issuing any press releases, holding any press conferences or other forums, or filing any reports (collectively, "Publicity"), without giving the other party reasonable advance notice and an opportunity to comment on the contents thereof. Neither party will include in any such Publicity any statement or statements or other material to which the other party reasonably objects, unless i n the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. In furtherance of the foregoing, the Company will provide to the Purchaser drafts of the applicable text of the first filing of a Current Report on Form 8-K or a Quarterly or Annual Report on Form 10-Q or 10-K intended to be made with the SEC which refers to the Transaction Documents or the transactions contemplated thereby as soon as practicable (but at least two (2) Trading Days before such filing will be made) will not include in such filing any statement or statements or other material to which the other party reasonably objects, unless in the reasonable opinion of counsel to the party proposing such statement, such statement is legally required to be included. Notwithstanding the foregoing, each of the parties hereby consents to the inclusion of the text of the Transaction Documents in filings made with the SEC as well as any descriptive text accompanying or part of such filing which is accurate and reasonably determined by the Company's counsel to be legally required. Notwithstanding, but subject to, the foregoing provisions of this Section 4(i), the Company will, after the Closing Date, promptly file a Current Report on Form 8-K or, if appropriate, a quarterly or annual report on the appropriate form, referring to the transactions contemplated by the Transaction Documents.

5.      TRANSFER AGENT INSTRUCTIONS.

a.      The Company warrants that, with respect to the Securities, other than the stop transfer instructions to give effect to Section 4(a) hereof, it will give its transfer agent no instructions inconsistent with instructions to issue the Shares to the Holder as contemplated in the Transaction Documents. Nothing in this Section shall affect i n any way the Purchaser's obligations and agreement to comply with all applicable securities laws upon resale of the Securities. If the Purchaser provides the Company with an opinion of counsel reasonably satisfactory to the Company that registration of a resale by the Purchaser of any of the Securities in accordance with clause ( 1)(B) of Section 4(a) of this Agreement is not required under the 1933 Act, the Company shall (except as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer or issue of the Shares represented by one or more certificates for Common Stock without legend (or where applicable, by electronic registration) in such name and in such denominations as specified by the Purchaser.

b.      The Company will authorize the Transfer Agent to give information relating to the Company directly to the Holder or the Holder's representatives upon the request of the Holder or any such representative, to the extent such information relates to (i) the status of shares of Common Stock issued or claimed to be issued to the Holder in connection with a Notice of Exercise, or (ii) the aggregate number of outstanding shares of Common Stock of all shareholders (as a group, and not individually) as of a current or other specified date. At the request of the Holder, the Company will provide the Holder with a copy of the authorization so given to the Transfer Agent.

6.      CLOSING DATE.

a.      The respective Closing Date shall occur as indicated in Section 1(a)(1) after each of the conditions contemplated by Sections 7 and 8 hereof shall have either been satisfied or been waived by the party in whose favor such conditions run.

b.      The closing of the Transactions shall occur on the respective Closing Date at the offices of the Purchaser and shall take place no later than 3:00 P.M., PST, on such day or such other time as is mutually agreed upon by the Company and the Purchaser.

7.      CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The Purchaser understands that the Company's obligation to sell the Note to the Purchaser pursuant to this Agreement on the Closing Date is conditioned upon:

a.	The execution and delivery of this Agreement by the Purchaser; and
b.	Delivery by the Purchaser to the Company of good funds as payment in full of an amount equal to the Purchase Amount in accordance with this Agreement;

c.	The accuracy on such Closing Date of the representations and warranties of the Purchaser contained in this Agreement, each as if made on such date, and the performance by the Purchaser on or before such date of all covenants and agreements of the Purchaser by the Purchaser required to be performed on or before such date; and
d.	There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained.

8.     CONDITIONS TO THE PURCHASER’S OBLIGATION TO PURCHASE

The Company understands that the Purchaser's obligation to purchase any Notes and its acceptance of any shares of the Company's common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:

a.     The execution and delivery of this Agreement and the other Transaction Documents by the Company;

b.     Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;

c.     The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired to be performed on or before such date;

d.     The Company must be current with all required Exchange Act filings.

e.     There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and

f.     From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.

9.     INDEMNIFICATION AND REIMBURSEMENT.

a.      (i)     The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

         (ii)     The Company hereby agrees that, if the Purchaser, other than by reason of its negligence, illegal or willful misconduct (in each case, as determined by a non- appealable judgment to such effect), (x) becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or if the Purchaser is impleaded in any such action, proceeding or investigation by any Person, or (y) becomes involved in any capacity in any action, proceeding or investigation brought by the SEC, any self-regulatory organization or other body having jurisdiction, against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or (z) is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company shall indemnify, defend and hold harmless the Purchaser from and against and in respect of all losses, claims, liabilities, damages or expenses resulting from, imposed upon or incurred by the Purchaser, directly or indirectly, and reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The indemnification and reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and Purchaser Control Persons (if any), as the case may be, of the Purchaser and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchaser, any such Affiliate and any such Person. The Company also agrees that neither the Purchaser nor any such Affiliate, partner, director, agent, employee or Purchaser Control Person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of this Agreement or the other Transaction Documents, except as may be expressly and specifically provided in or contemplated by this Agreement.

b.     All claims for indemnification by any Indemnified Party (as defined below) under this Section shall be asserted and resolved as follows:

(i)     In the event any claim or demand in respect of which any Person claiming indemnification under any provision of this Section (an "Indemnified Party") might seek indemnity under paragraph (a) of this Section is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an Affiliate thereof (a "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of this Section against any Person (the "Indemnifying Party"), together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under this Section and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. The following provisions shall also apply.

(ii)     If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this paragraph (b) of this Section, then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to paragraph (a) of this Section). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this subparagraph (x), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this subparagraph (x), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoi ng, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under paragraph (a) of this Section with respect to such Third Party Claim.

(iii)     If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the I ndemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this subparagraph (y), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in subparagraph (z) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this subparagraph (y) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this subparagraph (y), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.

(iv)     If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim under paragraph (a) of this Section or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.

(v)     In the event any Indemnified Party should have a claim under paragraph (a) of this Section against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under paragraph (a) of this Section specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its l iability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that it the dispute is not resolved within thirty (30) days after the Claim Notice, the I ndemnifying Party shall be entitled to institute such legal action as it deems appropriate.

c.     The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to.

10.     JURY TRIAL WAIVER. The Company and the Purchaser hereby waive a trial by jury in any action, proceeding or counterclaim brought by either of the Parties hereto against the other in respect of any matter arising out or in connection with the Transaction Documents.

11.     GOVERNING LAW: MISCELLANEOUS.

a.     (i)     This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the state courts of the State of Nevada as in connection with any dispute arising under this Agreement or any of the other Transaction Documents and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. To the extent determined by such court, the Company shall reimburse the Purchaser for any reasonable legal fees and disbursements incurred by the Purchaser in enforcement of or protection of any of its rights under any of the Transaction Documents. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

      (ii)     The Company and the Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement or the other Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and the other Transaction Documents and to enforce specifically the terms and provisions hereof and thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

b.     Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

c.     This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.

d.     All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

e.     An e m a i l of this signed Agreement shall be legal and binding on all parties hereto.

f.     This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.

g.     The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

h.      If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

i.      This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof.

j.      This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

13.      NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of

(a)     the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed email,

(b)     the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c)     the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):

COMPANY:	Lithium Exploration Group Inc.
	3200 N Hayden Road, Suite 235
	Scottsdale, AZ 85251
	Attn: Alex Walsh
PURCHASER:	JDF CAPITAL INC.
	Attn: John Fierro
	Telephone No.: 718-290-4058

14.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The Company's and the Purchaser's representations and warranties herein shall survive the execution and delivery of this Agreement and the delivery of the Certificates and the payment of the Purchase Amount, and shall inure to the benefit of the Purchaser and the Company and their respective successors and assigns.

[Balance of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been duly executed by the Purchaser and the Company as of the date set first above written.

JDF CAPITAL INC

___________________________
Name: John Fierro
Title: President

LITHIUM EXPLORATION GROUP, INC.

By:

(Signature of Authorized Person)

Alexander Walsh, Chief Executive Officer

EX-10.88

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

LITHIUM EXPLORATION GROUP, INC.
10% OID Convertible Promissory Note
Due December 1, 2016

December 1, 2015

USD $18,000

For value received, Lithium Exploration Group, Inc., a Nevada corporation (the "Company"), hereby promises to pay to the order of JDF Capital Inc. (together with its successors, representatives, and permitted assigns, the "Holder"), in accordance with the terms hereinafter provided, up to an aggregate of $18,000 (eighteen thousand dollars) (the "Principal Amount"), which includes the aggregate principal sum of $15,000 (fifteen thousand dollars) advanced by the Holder, $1,500 Original Issue Discount incurred by the Holder, and $1,500 legal fees. The Principal Amount outstanding shall be due and payable on December 1, 2016.

The due dates of any outstanding principal balance are referred to herein as the "Maturity Date", respectively.

All payments under or pursuant to this Note refer to and shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Company or by wire transfer of funds to the Holder's account, instructions for which are attached hereto as Exhibit A.

ARTICLE I

Section 1.1     Purchase Agreement. This Note has been executed and delivered pursuant to the Security Purchase Agreement dated as of December 1, 2015 (the "Purchase Agreement'') by and among the Company and the purchasers listed therein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement.

Section 1.2     Interest.

(a)     Beginning on the issuance date of this Note (the "Issuance Date"), the outstanding principal balance of this Note shall bear interest at a rate per annum equal to 10 percent (10%) accruing on an 12 month basis, which shall consist of the pre-paid interest referred to above, which may be converted to shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at the option of the Holder on the same terms as the Note.

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Section 1.3      Payment on Non-Business Days. Whenever any payment to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of Nevada, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.4      Transfer. This Note may be transferred or sold, subject to the provisions of Section 4.8 of this Note, or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.5      Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof), and without requiring an indemnity bond or other security, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Company shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1      Events of Default. The occurrence of any of the following events shall be an "Event of Default" under this Note:

(a)      the Company shall fail to make the payment of any amount of principal outstanding on the date such payment is due hereunder;

(b)      the Company shall fail to make any payment of interest in shares of Common Stock for a period of three (3) days after the date such interest is due;

(c)      the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq Small Cap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(d)      the Company's notice to the Holder, including by way of public announcement, at any time, of its inability to comply or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock;

(e)      the Company shall fail to (i) timely deliver the shares of Common Stock upon conversion of the Note or any accrued and unpaid interest, or (ii) make the payment of any fees and/or liquidated damages under this Note or the Purchase Agreement, which failure in the case of items (i) and (ii) of this Section 2.1(e) is not remedied within three (3) business days after the incurrence thereof;

(f)      default shall be made in the performance or observance of (i) any material covenant, condition or agreement contained in this Note (other than as set forth in clause (e) of this Section 2.1) and such default is not fully cured within five (5) business days after the occurrence thereof or (ii) any material covenant, condition or agreement contained in the Purchase Agreement or any other Transaction Document which is not covered by any other provisions of this Section 2.1 and such default is not fully cured within five (5) business days after the occurrence thereof;

(g)      any material representation or warranty made by the Company herein or in the Purchase Agreement or any other Transaction Document shall prove to have been false or incorrect or breached in a material respect on the date as of which made;

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(h)     the Company shall (A) default in any payment of any amount or amounts of principal of or interest on any Indebtedness (other than the Indebtedness hereunder) the aggregate principal amount of which Indebtedness is in excess of $50,000 or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to perm it the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity;

(i)     the Company shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(j)     a proceeding or case shall be commenced in respect of the Company, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Company or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of sixty (60) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Company or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Company and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or

(k)     the failure of the Company to instruct its transfer agent to remove any legends from shares of Common Stock eligible to be sold under Rule 144 of the Securities Act and issue such unlegended certificates to the Holder within five (5) business days of the Holder's request so long as the Holder has provided reasonable assurances and opinions of counsel to the Company that such shares of Common Stock can be resold pursuant to Rule 144; or

(I)     the failure of the Company to pay any amounts due to the Holder herein within three (3) business days of receipt of notice to the Company.

Section 2.2     Remedies Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Company; provided, however, that upon the occurrence of an Event of Default described in (i) Sections 2.1 (k) or (I), the outstanding principal balance and interest hereunder shall be automatically due and payable and (ii) Sections 2.1 (a)-(j) and 2.l (m)-(n), demand the prepayment of this Note pursuant to Section 3.6 hereof, (b) subject to Section 3.4 hereof, demand that the principal amount of this Note then outstanding shall be converted into shares of Common Stock at a Conversion Price (as defined in Section 3.2(a) hereof) per share calculated pursuant to Section 3.1 hereof assuming that the date that the Event of Default occurs is the Conversion Date and demand that all accrued and unpaid interest under this Note shall be converted into shares of Common Stock in accordance with Section 1 .2 hereof, or (c) exercise or otherwise enforce any one or more of the Holder's rights, powers, privileges, remedies and interests under this Note, the Purchase Agreement, other Transaction Document or applicable law. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

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ARTICLE III

CONVERSION; ANTIDILUTION; PREPAYMENT

Section 3.1     Conversion Option.

(a)     At any time on or after the Issuance Date, this Note shall be convertible (in whole or in part), at the option of the Holder (the "Conversion Option"), into such number of fully paid and non- assessable shares of Common Stock (the "Conversion Rate") as is determined by dividing that portion of the outstanding principal balance under this Note as of such date that the Holder elects to convert by the Conversion Price (as defined in Section 3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of conversion (the "Conversion Notice"), duly executed, to the Company (the "Voluntary Conversion Date"), provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.5 below. The Holder shall deliver this Note to the Company at the address designated in the Purchase Agreement at such time that this Note is fully converted. With respect to partial conversions of this Note, the Company shall keep written records of the amount of this Note converted as of each Conversion Date.

(b)     On any Voluntary Conversion Date, the Holder may cause the any outstanding Principal Amount of this Note plus all accrued and unpaid interest to convert into a number of fully paid and non-assessable shares of Common Stock equal to the quotient of the elected outstanding principal amount of this Note plus all accrued interest on the elected outstanding on the Voluntary Conversion Date (as described in this Section below) divided by the Conversion Price as described in Section 3.2(a) below.

Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), then to the extent permitted by law, the Company will pay interest to the Holder, payable on demand, on the outstanding principal balance of the Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of fifteen percent (15%) and the maximum applicable legal rate per annum.

(B)     Conversion Limitations; Holder's Restriction on Conversion. The Company shall not effect any conversion of this Note, and the Holder shall not have the right to convert any portion of this Note, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Conversion Notice, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its affiliates and (B) Exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Notes or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. To the extent that the limitation contained in this section applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder) and of which a portion of this Note is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K (or such related form), as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

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Section 3.2     Conversion Price.

(a)     The term "Conversion Price" shall mean a 3 5 % discount to the lowest s a l e price of the common stock for the 20 trading days immediately prior to (i) the date of the Purchase Agreement, or (ii) the Voluntary Conversion Date.

Section 3.3     Mechanics of Conversion.

(a)     Not later than three (3) Trading Days after any Conversion Date, the Company or its designated transfer agent, as applicable, shall issue and deliver to the Depository Trust Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent Commission System ("DWAC") as specified in the Conversion Notice, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. I n the alternative, not later than three (3) Trading Days after any Conversion Date, the Company shall deliver to the applicable Holder by express courier a certificate or certificates which shall be free of restrictive legends and trading restrictions (other than those required by Section 5. l of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note (the "Delivery Date"). Notwithstanding the foregoing to the contrary, the Company or its transfer agent shall only be obligated to issue and deliver the shares to the OTC on the Holder's behalf via DWAC (or certificates free of restrictive legends) if such conversion is in connection with a sale and the Holder has complied with the applicable prospectus delivery requirements. lf in the case of any Conversion Notice such certificate or certificates are not delivered to or as directed by the applicable Holder by the Delivery Date, the Holder shall be entitled by written notice to the Company at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Company shall immediately return this Note if tendered for conversion, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation, except that any amounts described in Sections 3.3(b) and (c) shall be payable through the date notice of rescission is given to the Company.

(b)     The Company understands that a delay in the delivery of the shares of Common Stock upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder.

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If the Company fails to deliver to the Holder such shares via DWAC or a certificate or certificates pursuant to this Section hereunder by the Delivery Date, the Company shall pay to such Holder, in cash, an amount per Trading Day for each Trading Day until such shares are delivered via DWAC or certificates are delivered, together with interest on such amount at a rate of l 0% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Trading Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Trading Day thereafter and (B) $2,000 per day (which amount shall be paid as liquidated damages and not as a penalty). Nothing herein shall limit a Holder's right to pursue actual damages for the Company's failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief). Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Company shall only be obligated to pay the liquidated damages accrued in accordance with this Section 3.3(b) through the date the Conversion Notice is withdrawn.

(c)     ln addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder a certificate or certificates representing the shares of Common Stock issuable upon conversion of this Note on or before the Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon conversion of this Note which the Holder anticipated receiving upon such exercise (a "Buy- In"), then the Company shall ( 1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multi plying (A) the number of shares of Common Stock issuable upon conversion of this Note that the Company was required to deliver to the Holder in connection with the conversion at issue times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion of the Note and equivalent number of shares of Common Stock for which such conversion was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its conversion and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof.

Section 3.4     Ownership Cap and Certain Conversion Restrictions.

Notwithstanding anything to the contrary set forth in Section 3 of this Note, at no time may the Holder convert all or a portion of this Note if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section l3(d) of the Exchange Act and the rules thereunder) more than 9.9% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Company with sixty-one (61) days notice (pursuant to Section 4.1 hereof) (the "Waiver Notice") that the Holder would like to waive this Section 3.4 with regard to any or all shares of Common Stock issuable upon conversion of this Note, this Section 3.4 will be of no force or effect with regard to all or a portion of the Note referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the Maturity Date.

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Section 3.5     Adjustment of Conversion Price.

(a)     The Conversion Price shall be subject to adjustment from time to time as follows:

(i)     Adjustments for Stock Splits and Combinations. If the Company shall at any time or from time to time after the Issuance Date, effect a stock split of the outstanding Common Stock, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased. If the Company shall at any time or from time to time after the Issuance Date, combine the outstanding shares of Common Stock, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustments under this Section 3.5(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(ii)     Adjustments for Certain Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

(1 )     the numerator of which shall be the total n umber of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2)     the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

(iii)     Adjustment for Other Dividends and Distributions. If the Company shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Company which they would have received had this Note been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 3.5(a)(iii ) with respect to the rights of the holders of this Note; provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(iv)     Adjustments for Reclassification, Exchange or Substitution. If the Common Stock issuable upon conversion of this Note at any time or from time to time after the Issuance Date shall be changed to the same or different n umber of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.5(a)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.5(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number of shares of Common Stock into which such Note might have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

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(v)     Adjustments for Reorganization, Merger, Consolidation or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Company (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.5(a)(i), (ii) and (iii), or a reclassification, exchange or substitution of shares provided for in Section 3.5(a)(iv)), or a merger or consolidation of the Company with or into another corporation where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Company's properties or assets to any other person (an "Organic Change"), then as a part of such Organic Change an appropriate revision to the Conversion Price shall be made and provision shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert such Note into the kind and amount of shares of stock and other securities or property of the Company or any successor corporation resulting from Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3.5(a)(v) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3.5(a)(v) (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as nearly an equivalent manner as may be practicable.

(vi)     Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock ("Convertible Securities"), other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per Common Share Price") shall be less than the applicable Conversion Price then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable Conversion Price upon each such issuance or amendment shall be adjusted as provided in the first sentence of subsection (vi) of this Section 3.5(a) on the basis that (1) the maximum number of Additional Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase of any Convertible Security or Common Stock Equivalent.

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(vii)     Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:

(1)     in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or

(2)     in the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on The basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Note. In the event Common Stock is issued with other shares or securities or other assets of the Company for consideration which covers both, the consideration computed as provided in this Section 3.5(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Company.

(b)     Record Date. In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Convertible Securities, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.

(c)     Certain Issues Excepted Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Company's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued i n connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or options to purchase Common Stock granted or issued pursuant to the Company's stock option plans and employee stock purchase plans as they now exist, (vii) the payment of any accrued interest in shares of Common Stock pursuant to this Note.

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(d)     No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith, assist in the carrying out of all the provisions of this Section 3.5 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment. In the event a Holder shall elect to convert any Note as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, or notice, restraining and or adjoining conversion of all or of said Note shall have issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to one hundred thirty percent ( 130%) of the amount of the Note the Holder has elected to convert, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(e)     Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Price or n umber of shares of Common Stock issuable upon conversion of this Note pursuant to this Section 3.5, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment and readjustment, showing i n detail the facts upon which such adjustment or readjustment is based. The Company shall, upon written request of the Holder, at any time, furnish or cause to be furnished to the Holder a like certificate setting forth such adjustments and readjustments, the applicable Conversion Price in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon the conversion of this Note. Notwithstanding the foregoing, the Company shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent (1%) of such adjusted amount.

(f)     Issue Taxes. The Company shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(g)     Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to the product of such fraction multiplied by the average of the Closing Bid Prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the Conversion Date.

(h)     Reservation of Common Stock. The Company shall at all times when this Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of this Note and all interest accrued thereon; provided that the number of shares of Common Stock so reserved shall at no time be less than three hundred percent (300%) of the number of shares of Common Stock for which this Note and all interest accrued thereon are at any time convertible. The Company shall, from time to time in accordance with Nevada corporate law, increase the authorized number of shares of Common Stock if at any time the unissued number of authorized shares shall not be sufficient to satisfy the Company's obligations under this Section 3.5(h) .

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(i)     Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of conversion of this Note or any interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered upon conversion, the Company shall, at its sole cost and expense, i n good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

Section 3.6     Prepayment.

(a)     Prepayment Upon an Event of Default. Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described i n Sections 2.1 (a)-(j)) and 2.1 (m)- (o) hereof, the Holder shall have the right, at such Holder's option, to require the Company to prepay in cash all or a portion of this Note at a price equal to one hundred f i f t y percent (150%) of the aggregate principal amount of this Note plus all accrued and unpaid interest applicable at the time of such request (the "Event of Default Prepayment Price"). Nothing i n this Section 3.6(a) shall limit the Holder's rights under Section 2.2 hereof.

(b)     Prepayment Option Upon Major Transaction. In addition to all other rights of the Holder contained herein, simultaneous with the occurrence of a Major Transaction (as defined in Section 3.6(e) hereof), the Holder shall have the right, at the Holder's option, to require the Company to prepay all or a portion of the Holder's Note at a price equal to one hundred f i f t y percent (150%) of the aggregate principal amount of this Note plus all accrued and unpaid interest (the "Major Transaction Prepayment Price").

(c)     Prepayment Option Upon Triggering Event. In addition to all other rights of the Holder contained herein, after a Triggering Event (as defined below), the Holder shall have the right, at the Holder's option, to require the Company to prepay all or a portion of this Note in cash at a price equal to the sum of (i) the greater of (A) one hundred f i f t y percent (150%) of the aggregate principal amount of this Note plus all accrued and un paid interest and (B) in the event at such time the Holder is unable to obtain the benefit of its conversion rights through the conversion of this Note and resale of the shares of Common Stock issuable upon conversion hereof in accordance with the terms of this Note and the other Transaction Documents, the aggregate principal amount of this Note plus all accrued but unpaid interest hereon, divided by the Conversion Price on (x) the date the Prepayment Price (as defined below) is demanded or otherwise due or (y) the date the Prepayment Price is paid in full, whichever is less, multiplied by the VWAP on (x) the date the Prepayment Price is demanded or otherwise due, and (y) the date the Prepayment Price is paid in full, whichever is greater, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note and the other Transaction Documents (the "Triggering Event Prepayment Price," and, collectively with the "Major Transaction Prepayment Price," the "Prepayment Price").

(d)     Major Transaction. A "Major Transaction" shall be deemed to have occurred at such time as any of the following events:

(i)     the consolidation, merger or other business combination of the Company with or into another Person (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (B) a consolidation, merger or other business combination in which holders of the Company's voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities); or

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(ii)     the sale or transfer of more than fifty percent (50%) of the Company's assets (based on the fair market value as determined in good faith by the Company's Board of Directors) other than inventory in the ordinary course of business in one or a related series of transactions; or

(iii)     closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding shares of Common Stock in which more than fifty percent (50%) of the outstanding shares of Common Stock were tendered and accepted.

(e)     Triggering Event. A "Triggering Event" shall be deemed to have occurred at such time as any of the following events:

(i)     the suspension from listing, without subsequent listing on any one of, or the failure of the Common Stock to be listed on at least one of the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange or The New York Stock Exchange, Inc. for a period of five (5) consecutive Trading Days;

(ii)     the Company's notice to any holder of the Note, including by way of public announcement, at any time, of its inability to comply (including for any of the reasons described in Section 3.8) or its intention not to comply with proper requests for conversion of any Note into shares of Common Stock; or (iii) the Company's failure to comply with a Conversion Notice tendered in accordance with the provisions of this Note within ten (10) business days after the receipt by the Company of the Conversion Notice; or

(iv)     the Company deregisters its shares of Common Stock and as a result such shares of Common Stock are no longer publicly traded; or

(v)     the Company consummates a ''going private" transaction and as a result the Common Stock is no longer registered under Sections l 2(b) or 12(g) of the Exchange Act.

(f)     Mechanics of Prepayment at Option of Holder Upon Major Transaction. No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Major Transaction") to the Holder of this Note. At any time after receipt of a Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), any holder of the Notes then outstanding may require the Company to prepay, effective immediately prior to the consummation of such Major Transaction, all of the holder's Notes then outstanding by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Holder Upon Major Transaction") to the Company, which Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the number of Notes that such holder is electing to prepay and (ii) the applicable Major Transaction Prepayment Price, as calculated pursuant to Section 3.6(b) above.

(g)     Mechanics of Prepayment at Option of Holder Upon Triggering Event. Within one (1) business day after the occurrence of a Triggering Event, the Company shall deliver written notice thereof via facsimile and overnight courier ("Notice of Triggering Event") to each holder of the Notes. At any time after the earlier of a holder's receipt of a Notice of Triggering Event and such holder becoming aware of a Triggering Event, any holder of this Note may require the Company to prepay all of the Notes on a pro rata basis by delivering written notice thereof via facsimile and overnight courier ("Notice of Prepayment at Option of Holder Upon Triggering Event") to the Company, which Notice of Prepayment at Option of Holder Upon Triggering Event shall indicate (i) the amount of the Note that such holder is electing to have prepaid and (ii) the applicable Triggering Event Prepayment Price, as calculated pursuant to Section 3.6(c) above. A holder shall only be permitted to require the Company to prepay the Note pursuant to Section 3.6 hereof for the greater of a period of ten (10) days after receipt by such holder of a Notice of Triggering Event or for so long as such Triggering Event is continuing.

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(h)     Payment of Prepayment Price. Upon the Company's receipt of a Notice(s) of Prepayment at Option of Holder Upon Triggering Event or a Notice(s) of Prepayment at Option of Holder Upon Major Transaction from any holder of the Notes, the Company shall immediately notify each holder of the Notes by facsimile of the Company's receipt of such Notice(s) of Prepayment at Option of Holder Upon Triggering Event or Notice(s) of Prepayment at Option of Holder Upon Major Transaction and each holder which has sent such a notice shall promptly submit to the Company such holder's certificates representing the Notes which such holder has elected to have prepaid. The Company shall deliver the applicable Triggering Event Prepayment Price, in the case of a prepayment pursuant to Section 3.6(i), to such holder within five (5) business days after the Company's receipt of a Notice of Prepayment at Option of Holder Upon Triggering Event and, in the case of a prepayment pursuant to Section 3.6(f), the Company shall deliver the applicable Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided that a holder's original Note shall have been so delivered to the Company; provided further that if the Company is unable to prepay all of the Notes to be prepaid, the Company shall prepay an amount from each holder of the Notes being prepaid equal to such holder's pro-rata amount (based on the number of Notes held by such holder relative to the number of Notes outstanding) of all Notes being prepaid. If the Company shall fail to prepay all of the Notes submitted for prepayment (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy such holder of the Notes may have under this Note and the Purchase Agreement, the applicable Prepayment Price payable in respect of such Notes not prepaid shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the Company pays such unpaid applicable Prepayment Price in full to a holder of the Notes submitted for prepayment, such holder shall have the option (the "Void Optional Prepayment Option") to, in lieu of prepayment, require the Company to promptly return to such holder(s) all of the Notes that were submitted for prepayment by such holder(s) under this Section 3.6 and for which the applicable Prepayment Price has not been paid, by sending written notice thereof to the Company via facsimile (the "Void Optional Prepayment Notice"). Upon the Company's receipt of such Void Optional Prepayment Notice(s) and prior to payment of the full applicable Prepayment Price to such holder, (i) the Notice(s) of Prepayment at Option of Holder Upon Triggering Event or the Notice(s) of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void with respect to those Notes submitted for prepayment and for which the applicable Prepayment Price has not been paid, (ii) the Company shall immediately return any Notes submitted to the Company by each holder for prepayment under this Section 3.6(h) and for which the applicable Prepayment Price has not been paid and (iii) the Conversion Price of such returned Notes shall be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company and (B) the lowest Closing Bid Price during the period beginning on the date on which the Notice(s) of Prepayment of Option of Holder Upon Major Transaction or the Notice(s) of Prepayment at Option of Holder Upon Triggering Event, as the case may be, is delivered to the Company and ending on the date on which the Void Optional Prepayment Notice(s) is delivered to the Company; provided that no adjustment shall be made if such adjustment would result in an increase of the Conversion Price then in effect. A holder's delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice. Payments provided for in this Section 3.6 shall have priority to payments to other stockholders in connection with a Major Transaction.

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(i)     Company Prepayment Option upon Major Transaction. Upon the consummation of a Major Transaction, the Company may prepay in cash all or any portion of the outstanding principal amount of this Note together with all accrued and unpaid interest thereon upon at least thirty (30) days prior written notice to the Holder (the "Company's Prepayment Notice") at a price equal to one hundred fifty percent (150%) of the aggregate principal amount of this Note plus any accrued but unpaid interest (the "Company's Prepayment Price"); provided, however, that if a holder has delivered a Conversion Notice to the Company or delivers a Conversion Notice within such thirty (30) day period following delivery of the Company's Prepayment Notice, the principal amount of the Notes plus any accrued but unpaid interest designated to be converted may not be prepaid by the Company and shall be converted in accordance with Section 3.3 hereof; provided further that if during the period between delivery of the Company's Prepayment Notice and the Company's Prepayment Date (as defined below), a holder shall become entitled and elects to deliver a Notice of Prepayment at Option of Holder Upon Major Transaction or Notice of Prepayment at Option of Holder upon Triggering Event, then such rights of the holders shall take precedence over the previously delivered Company Prepayment Notice if the holder so elects. The Company's Prepayment Notice shall state the date of prepayment which date shall be the date of the consummation of the Major Transaction (the "Company's Prepayment Date"), the Company's Prepayment Price and the principal amount of Notes plus any accrued but unpaid interest to be prepaid by the Company. The Company shall deliver the Company's Prepayment Price on the Company's Prepayment Date, provided, that if the holder(s) delivers a Conversion Notice before the Company's Prepayment Date, then the portion of the Company's Prepayment Price which would be paid to prepay the Notes covered by such Conversion Notice shall be returned to the Company upon delivery of the Common Stock issuable i n connection with such Conversion Notice to the holder(s). On the Company's Prepayment Date, the Company shall pay the Company's Prepayment Price, subject to any adjustment pursuant to the immediately preceding sentence, to the holder(s) on a pro rata basis. If the Company fails to pay the Company's Prepayment Price by the third (3rd) business day after the Company's Prepayment Date, the prepayment will be declared null and void and the Company shall lose its right to serve a Company's Prepayment Notice pursuant to this Section 3.6(i) in the future. Notwithstanding the foregoing to the contrary, the Company may effect a prepayment pursuant to this Section 3.6(i) only if trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the Nasdaq SmallCap Market (or other exchange or market on which the Common Stock is trading), and and the Company is in material compliance with the terms and conditions of this Note and the other Transaction Documents.

Section 3.7     Inability to Fully Convert.

(a)     Holder's Option if Company Cannot Fully Convert. If, upon the Company's receipt of a Conversion Notice, the Company cannot issue shares of Common Stock for any reason, including, without limitation, because the Company (w) does not have a sufficient number of shares of Common Stock authorized and available, or (x) is otherwise prohibited by applicable law or by the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Company or any of its securities from issuing all of the Common Stock which is to be issued to the Holder pursuant to a Conversion Notice, then the Company shall issue as many shares of Common Stock as it is able to issue in accordance with the Holder's Conversion Notice and, with respect to the unconverted portion of this Note, the Holder, solely at Holder's option, can elect to:

(i)     require the Company to prepay that portion of this Note for which the Company is unable to issue Common Stock in accordance with the Holder's Conversion Notice (the "Mandatory Prepayment") at a price per share equal to the Triggering Event Prepayment Price as of such Conversion Date (the "Mandatory Prepayment Price");

(ii)     void its Conversion Notice and retain or have returned, as the case may be, this Note that was to be converted pursuant to the Conversion Notice (provided that the Holder's voiding its Conversion Notice shall not effect the Company's obligations to make any payments which have accrued prior to the date of such notice).

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In the event a Holder shall elect to convert any portion of its Notes as provided herein, the Company cannot refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, violation of an agreement to which such Holder is a party or for any reason whatsoever, unless, an injunction from a court, on notice, restraining and or adjoining conversion of all or of said Notes shall have been issued and the Company posts a surety bond for the benefit of such Holder in an amount equal to 130% of the principal amount of the Notes the Holder has elected to convert, which bond shall remain i n effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Holder in the event it obtains judgment.

(b)     Mechanics of Fulfilling Holder's Election. The Company shall immediately send via facsimile to the Holder, upon receipt of a facsimile copy of a Conversion Notice from the Holder which cannot be fully satisfied as described in Section 3.7(a) above, a notice of the Company's inability to fully satisfy the Conversion Notice (the "Inability to Fully Convert Notice"). Such Inability to Fully Convert Notice shall indicate (i) the reason why the Company is unable to fully satisfy such holder's Conversion Notice, (ii) the amount of this Note which cannot be converted and (iii) the applicable Mandatory Prepayment Price. The Holder shall notify the Company of its election pursuant to Section 3.7(a) above by delivering written notice via facsimile to the Company ("Notice in Response to Inability to Convert").

(c)     Payment of Prepayment Price. If the Holder shall elect to have its Notes prepaid pursuant to Section 3.7(a)(i) above, the Company shall pay the Mandatory Prepayment Price to the Holder within thirty (30) days of the Company's receipt of the Holder's Notice in Response to Inability to Convert, provided that prior to the Company's receipt of the Holder's Notice in Response to Inability to Convert the Company has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting i n the Mandatory Prepayment has been cured and all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note. If the Company shall fail to pay the applicable Mandatory Prepayment Price to the Holder on a timely basis as described in this Section 3.7(c) (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may (i) void the Mandatory Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid, (ii) receive back such Note, and (iii) require that the Conversion Price of such returned Note be adjusted to the lesser of (A) the Conversion Price as in effect on the date on which the Holder voided the Mandatory Prepayment and (B) the lowest Closing Bid Price during the period beginning on the Conversion Date and ending on the date the Holder voided the Mandatory Prepayment.

(d)     Pro-rata Conversion and Prepayment. In the event the Company receives a Conversion Notice from more than one holder of the Notes on the same day and the Company can convert and prepay some, but not all, of the Notes pursuant to this Section 3.7, the Company shall convert and prepay from each holder of the Notes electing to have its Notes converted and prepaid at such time an amount equal to such holder's pro-rata amount (based on the principal amount of the Notes held by such holder relative to the principal amount of the Notes outstanding) of all the Notes being converted and prepaid at such time.

Section 3.8     No Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any other rights as a shareholder of the Company.

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ARTICLE IV

MISCELLANEOUS

Section 4.1     Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The Company will give written notice to the Holder at least ten (10) days prior to the date on which the Company takes a record (x) with respect to any dividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offer to holders of Common Stock or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public. The Company will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public.

Section 4.2     Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Nevada, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 4.3     Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.4     Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Company agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 4.5     Enforcement Expenses. The Company agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys' fees and expenses.

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Section 4.6     Binding Effect. The obligations of the Company and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

Section 4.7     Amendments. This Note may not be modified or amended many manner except in writing executed by the Company and the Holder.

Section 4.8     Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder's own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

"THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT THIS NOTE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS."

Section 4.9     Consent to Jurisdiction. Each of the Company and the Holder (i) hereby irrevocably submits to the exclusive jurisdiction of the State of Nevada for the purposes of any suit, action or proceeding arising out of or relating to this Note and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 4.9 shall affect or limit any right to serve process in any other manner permitted by law. Each of the Company and the Holder hereby agree that the prevailing party in any suit, action or proceeding arising out of or relating to this Note shall be entitled to reimbursement for reasonable legal fees from the non-prevailing party.

Section 4.10     Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Company, the Holder and their respective successors and permitted assigns.

Section 4.11     Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

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Section 4.12     Company Waivers. Except as otherwise specifically provided herein, the Company and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands' and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Company liable for the payment of this Note, AND DO HEREBY WAIVE TRlAL BY JURY.

(a)     No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b)     THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICA BLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AN D HEA R ING

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WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

LITHIUM EXPLORATION GROUP, INC.
By:
	Name: Alexander Walsh
	Title: Chief Executive Officer

FORM OF

 NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $      of the principal amount of the above Note No. ___  into shares of Common Stock of Lithium Exploration Group, Inc. (the "Company") according to the conditions hereof, as of the date written below.

Date of Conversion: ______________________________

Applicable Conversion Price: ______________________________

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: ______________________________

Signature:

Print Name:

Address:

EX-10.89

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 3, 2015, by and between Lithium Exploration Group, Inc., a Nevada corporation, with headquarters located at 3800 N. Central Avenue, Suite #820, Phoenix, AZ 85012 (the “Company”), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the “Buyer”).

WHEREAS:

A.                   The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B.                   Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 10% convertible note of the Company, in the forms attached hereto as Exhibit A in the aggregate principal amount of $17,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

C.                   The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1.                   Purchase and Sale of Note.

a.                   Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b.                   Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c.                   Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about December 3, 2015, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2.                   Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a.                   Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b.                   Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

c.                   Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d.                   Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

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e.                   Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f.                   Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g.                   Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

h.                   Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i.                   Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3.                   Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a.                   Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

b.                   Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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c.                   Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

d.                   Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

e.                   No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTCQB marketplace (the “OTCQB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company’s securities “chilled” by DTC. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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f.                   Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g.                   Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h.                   No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

i.                   Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

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j.                   Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

k.                   Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

4.                   COVENANTS.

a.                   Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.

b.                   Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement market, the Nasdaq stock market (“Nasdaq”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other markets on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such markets.

c.                   Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq, NYSE or AMEX.

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d.                   No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

e.                   Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

5.                   Governing Law; Miscellaneous.

a.                   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b.                   Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c.                   Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

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d.                   Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e.                   Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f.                   Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to:

          Lithium Exploration Group, Inc.
          3800 N. Central Avenue, Suite #820
          Phoenix, AZ 85012
         Attn: Alex Walsh, CEO

If to the Buyer:

LG CAPITAL FUNDING, LLC
1218 Union Street, Suite #2
Brooklyn, NY 11225
Attn: Joseph Lerman, Manager

Each party shall provide notice to the other party of any change in address.

9

g.                   Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h.                   Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i.                   Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j.                   Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

k.                   No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

l.                   Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

10

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

Lithium Exploration Group, Inc.

By:________________________________
Name: Alex Walsh
Title: CEO

LG CAPITAL FUNDING, LLC.

By:_________________________________
Name: Joseph Lerman
Title: Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:                                                         $17,000.00

Aggregate Purchase Price:

Note 1: $17,000.00 less $2,000.00 in legal fees less

11

EXHIBIT A
144 NOTE - $17,000

12

EX-10.90

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $17,000.00

LITHIUM EXPLORATION GROUP, INC.
10% CONVERTIBLE REDEEMABLE NOTE
DUE DECEMBER 3, 2016

FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Seventeen Thousand Dollars exactly (U.S. $17,000.00) on December 3, 2016 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 10% per annum commencing on December 3, 2015. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1.     This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same.

No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2.     The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3.     This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4.     (a)     The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest trading price of the Common Stock as reported on the OTC Markets electronic quotation service or such marketplace upon which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Accrued but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. To the extent the Conversion Price of the Company’s Common Stock closes below the par value per share, the Company will take all steps necessary to solicit the consent of the stockholders to reduce the par value to the lowest value possible under law. The Company agrees to honor all conversions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect. In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 9.9% of the outstanding shares of the Common Stock of the Company.

(b)     Interest on any unpaid principal balance of this Note shall accrue at the rate of 10% per annum, calculated semi-annually, in arrears. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c)     During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 125% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 91st day this Note is in effect, but less than the 150^th day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest and (iii) if the redemption is after the 151st day this Note is in effect, but less than the 180^th day this Note is in effect, then for an amount equal to 150% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

(d)    Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e)     In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5.     No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6.     The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7.     The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.     If one or more of the following described "Events of Default" shall occur:

(a)     The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b)     Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any material respect; or

(c)     The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d)     The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e)     A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f)     Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g)     One or more money judgments, writs or warrants of attachment, or similar process in a court of competent jurisdiction, in excess of one hundred thousand dollars ($100,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h)     The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i)     The Company shall have its Common Stock delisted or removed from quotation from an exchange or electronic quotation service (including the OTC Markets quotation service) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

(j)     If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k)     The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l)     The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

(m)     The Company shall not be “current” in its filings with the Securities and Exchange Commission; or

(n)     The Company shall lose the “bid” price for its stock in a market (including the OTC Markets marketplace or other exchange).

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. In case of a breach of Section 8(i), the outstanding principal due under this Note shall increase by 50%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. For example, if the lowest closing bid price during the delinquency period is $0.01 per share and the conversion discount is 50% the Holder may elect to convert future conversions at $0.005 per share. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares by the by the 3rd business day following the delivery of a Notice of Conversion to the Company and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of conversion shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

9.     In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10.     Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11.    The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12.     The Company shall issue irrevocable transfer agent instructions reserving 674,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares. The company should at all times reserve a minimum of three times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to re-serve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

13.     The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14.     This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: __________

LITHIUM EXPLORATION GROUP, INC.

By:

Title:

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ ___________ of the above Note into _________Shares of Common Stock of Lithium Exploration Group, Inc. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:

Applicable Conversion Price:

Signature:

[Print Name of Holder and Title of Signer]

Address:

SSN or EIN: ______________________________

Shares are to be registered in the following name: ______________________________

Name: ___________________________________________________________

Address: _________________________________________________________

Tel: ______________________________

Fax: ______________________________

SSN or EIN: ________________________

Shares are to be sent or delivered to the following account:

Account Name:

Address:

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: March 4, 2016

/s/Alexander Walsh

Alexander Walsh

President, Secretary, Treasurer and Director

(Principal Executive 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, 2015 (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: March 4, 2016	/s/Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive 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

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2015	Mar. 01, 2016
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
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		11,107,825
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Current
Cash and cash equivalents	$ 34,577	$ 64,098
Receivable	0	13,421
Loan receivable	0	20,000
Prepaid expenses	2,788	2,788
Current assets held for sale	46,499	14,713
Total current assets	83,864	115,020
Total Assets	83,864	115,020
Current
Accounts payable and accrued liabilities	104,916	65,962
Derivative liability - convertible promissory notes	9,449,354	1,646,448
Derivative liability - warrants	995,411	143,375
Due to related party	115,000	115,000
Convertible promissory notes - net of unamortized discount	597,204	533,994
Accrued interest - convertible promissory notes	83,003	60,022
Current liabilities held for sale	6,236	6,696
Total Current Liabilities	11,351,124	2,571,497
DEFICIT Lithium Explorations Group, Inc. Stockholders' Deficit
Capital stock Authorized: 100,000,000 preferred shares, $0.001 par value Issued and outstanding: Nil preferred shares (June 30, 2015 - Nil)	0	0
Capital stock Authorized:10,000,000,000 (June 30, 2015 - 2,000,000,000) common shares, $0.001 par value Issued and outstanding: 11,107,825 common shares (June 30, 2015 - 7,574,353)	11,107	7,575
Additional paid-in capital	47,751,245	47,383,231
Accumulated other comprehensive loss	(39,074)	(29,486)
Accumulated deficit	(58,650,592)	(49,504,347)
Total Lithium Exploration Group, Inc. Stockholders' Deficit	(10,927,314)	(2,143,027)
Non-controlling interest	(339,946)	(313,450)
Total Deficit	(11,267,260)	(2,456,477)
Total Liabilities and Stockholders' Deficit	$ 83,864	$ 115,020

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Jun. 30, 2015
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares Authorized	10,000,000,000	2,000,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	11,107,825	7,574,353
Common Stock, Shares, Outstanding	11,107,825	7,574,353

XML

Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Revenue	$ 0	$ 0
Operating Expenses:
Mining	5,000	15,000
Selling, general and administrative	141,809	337,991
Total operating expenses	146,809	352,991
Loss from operations	(146,809)	(352,991)
Other income (expenses)
Interest expense	(346,779)	(724,071)
Gain (loss) on change in the fair value of derivative liability	(8,441,773)	3,223,429
Amortization of Debt Discount (Premium)	(170,943)	(709,644)
Bad debt write-off	(20,000)	0
Gain on disposal of business asset	7,637	0
Equity in income of investment held for sale	0	48,423
(Loss) income before income taxes	(9,118,667)	1,485,146
Provision for Income Taxes	0	0
(Loss) income from continuing operations	(9,118,667)	1,485,146
(Loss) from discontinued operations	(54,074)	(148,571)
Net (loss) income	(9,172,741)	1,336,575
Less: Net (loss) income attributable to the non-controlling interest	(26,496)	(72,800)
Net (loss) income attributable to Lithium Exploration Group, Inc. Common shareholders	$ (9,146,245)	$ 1,409,375
Basic and Diluted (loss) income per Common Share	$ (4.00)	$ 22.24
Basic and Diluted Weighted Average Number of Common Shares Outstanding	2,286,192	63,360
Comprehensive (loss) income :
Net (loss) income	$ (9,172,741)	$ 1,336,575
Foreign currency translation adjustment	9,588	(1,864)
Comprehensive (loss) income	(9,163,153)	1,334,711
Comprehensive income (loss) attributable to non-controlling interest	(26,496)	(72,800)
Comprehensive (loss) income attributable to Lithium Exploration Group, Inc.	$ (9,136,657)	$ 1,407,511

XML

Condensed Consolidated Statements of Changes in Stockholders Deficit - USD ($)	Preferred Shares [Member]	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	$ 0	$ 48	$ 39,111,899	$ (5,769)	$ (46,987,979)	$ (101,400)	$ (7,983,201)
Beginning Balance (Shares) at Jun. 30, 2014		47,990
Common shares issued for consulting fees		$ 3	118,987				118,990
Common shares issued for consulting fees (Shares)		2,594
Common shares issued for investor relations		$ 1	67,999				68,000
Common shares issued for investor relations (Shares)		500
Common shares issued for debt conversion		$ 7,421	2,179,398				2,186,819
Common shares issued for debt conversion (Shares)		7,421,245
Common shares issued for the reclassification of derivative liability on convertible notes			3,174,990				3,174,990
Common shares issued to depository trust			38				38
Common shares issued to depository trust (Shares)		20
Common shares issued for exercise of warrants		$ 102	2,729,920				2,730,022
Common shares issued for exercise of warrants (Shares)		102,004
Foreign exchange translation				(23,717)			(23,717)
Net loss for the year					(2,516,368)	(212,050)	(2,728,418)
Ending Balance at Jun. 30, 2015	$ 0	$ 7,575	47,383,231	(29,486)	(49,504,347)	(313,450)	(2,456,477)
Ending Balance (Shares) at Jun. 30, 2015		7,574,353
Common shares issued for debt conversion		$ 3,532	106,971				110,503
Common shares issued for debt conversion (Shares)		3,533,472
Common shares issued for the reclassification of derivative liability on convertible notes			200,856				200,856
Disposal of business operations			60,187				60,187
Foreign exchange translation				(9,588)			(9,588)
Net loss for the year					(9,146,245)	(26,496)	(9,172,741)
Ending Balance at Sep. 30, 2015		$ 11,107	$ 47,751,245	$ (39,074)	$ (58,650,592)	$ (339,946)	$ (11,267,260)
Ending Balance (Shares) at Sep. 30, 2015		11,107,825

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Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows from Operating Activities
Net loss from continuing operations	$ (9,118,667)	$ 1,485,146
Loss from discontinued operations	(54,074)	(148,571)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income of investment held for sale	0	(48,423)
Common shares issued for consulting fees	0	87,000
Non-cash Interest expense	323,793	640,006
Investment impairment	60,178	0
Bad debt written-off	20,000	0
Common shares issued for interest expenses	0	31,642
(Gain) loss on change in the fair value of derivative liability	8,441,773	(3,223,429)
Amortization of discount	170,943	709,644
Changes in operating assets and liabilities:
Receivable, net	13,421	0
Prepaid expenses	0	16,610
Accrued interest	22,986	52,423
Accounts payable and accrued liabilities	38,961	39,281
Net cash used in operating activities from continuing operations	(80,686)	(358,671)
Net cash used in operating activities from discontinued operations	(32,247)	65,941
Net cash used in operating activities	(112,933)	(292,730)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes	93,000	400,000
Net cash provided by financing activities	93,000	400,000
Effect of foreign exchange	(9,588)	(1,864)
Increase (decrease) in cash and cash equivalents	(29,521)	105,406
Cash and cash equivalents - beginning of period	64,098	57,632
Cash and cash equivalents - end of period	34,577	163,038
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	110,503	523,664
Common stock issued on cashless exercise of warrants	0	2,371,934
Derivative liability re-classed to additional paid in capital	200,856	919,506
Debt discount on convertible note and warrants	0	367,333
Initial derivative liability on note issuance	$ 414,024	$ 1,007,232

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Organization

3 Months Ended

Sep. 30, 2015

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 Phoenix, 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.). Effective September 4, 2015, the Company entered into an Asset Purchase Agreement with Cancen Oil Canada whereby the Company agrees to sell all right, title and interest of Alta Disposal Morinville Ltd. assets for total purchase price of CAD$10,000 approximately USD$7,466.

On March 1, 2014, the Company through its 100% subsidiary Alta Disposal Ltd. acquired 50% interest in Tero Oilfield Services Ltd. (the “Tero”) On May 1, 2015, the Company entered into a Share Purchase Agreement with an individual and disposed its 50% interest in Tero.

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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Significant Accounting Policies

3 Months Ended

Sep. 30, 2015

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, 2015 and 2014 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, 2015 are not necessarily indicative of the results to be expected for the year ending June 30, 2016 or for any future period. All references to September 30, 2015 and 2014 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, 2015, included in the Company’s annual report on Form 10-K filed with the SEC on December 3, 2015.

The condensed balance sheet as of June 30, 2015 has been restated during the period ending September 30, 2015, and 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 Bluetap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $34,577 and $64,099 in cash and cash equivalents at September 30, 2015 and June 30, 2015, 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, 2015 and June 30, 2015, 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 consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

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.

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 ending September 30, 2015 closing rate at 0.7466 CDN$: US$, average rate at 0.7637 CDN$: US$ and for the year ended June 30, 2015 closing rate at 0.8017 CDN$: US$, average rate at 0.8518 CDN$: US$.

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, 2015 and June 30, 2015, 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 accounts for currently outstanding detachable warrants to purchase common stock as derivative liabilities as they are freestanding derivative financial instruments. The warrants are recorded as derivative liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the condensed consolidated statements of operations and comprehensive Income (Loss).

Convertible Instruments

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

Fair Value of Financial Instruments

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

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

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.

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.

Receivables

Trade and other receivables are customer obligations due under normal trade terms and are recorded at face value less any provisions for uncollectible amounts considered necessary. The Company includes any balances that are determined to be uncollectible in its overall allowance for doubtful accounts. The Company recorded $Nil (June 30, 2015 - $18,984) in allowance for doubtful accounts.

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-15 “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting).” The guidance issued previously in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff stated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not anticipate a material impact to the Company’s financial statements as a result of the amendments.

In September 2015, the FASB issued ASU 2015-16 an update to its guidance on business combinations. The new guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the measurement amounts are determined. The new guidance also requires that the acquirer records, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date. The new guidance also requires an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Company does not anticipate a material impact to the Company’s financial statements as a result of the amendments.

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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Capital Stock

3 Months Ended

Sep. 30, 2015

Capital Stock [Text Block]

3. Capital Stock

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

On July 13, 2015, the Company's board of directors consented to effect a reverse stock split of the Company’s issued and outstanding shares of common stock on a basis of 200 old shares of common stock for one 1 new share of common stock. The reverse stock split was reviewed and approved for filing by the FNRA effective September 30, 2015. Upon effect of the reverse stock split the issued and outstanding shares pre-split as at September 30, 2015 were 2,221,565,094 and the post-split were 11,107,825. The Company’s authorized capital will not be affected by the reverse stock split. The split is reflected retrospectively in the accompanying financial statements.

Authorized Stock

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

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

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

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

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

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

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

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

Share Issuances

Common Stock Issuance

For the period ended September 30, 2015:

On July 8, 2015, the Company issued 125,000 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On July 10, 2015, the Company issued 201,465 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On July 21, 2015, the Company issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On July 22, 2015, the Company issued 100,000 common shares at a deemed price of $0.05 per share for promissory note conversion (Note 6).

On July 29, 2015, the Company issued 298,269 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On August 17, 2015, the Company issued 250,000 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On September 11, 2015, the Company issued 80,801 common shares at a deemed price of $0.04 per share for promissory note conversion (Note 6).

On September 11, 2015, the Company issued 434,084 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

On September 15, 2015, the Company issued 438,000 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

On September 18, 2015, the Company issued 486,623 common shares at a deemed price of $0.02 per share for promissory note conversion (Note 6).

On September 18, 2015, the Company issued 475,000 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

On September 18, 2015, the Company issued 394,231 common shares at a deemed price of $0.03 per share for promissory note conversion (Note 6).

Issuances of Preferred Shares

On June 22, 2015, the Company designated 50,000,000 of its 100,000,000 authorized shares of Preferred Stock as Series “A” Preferred Stock. The Series “A’ Preferred Stock, par value $0.001, ranks senior to the common stock and carries general voting rights with the common stock at the rate of 62 votes per share. The Series “A” Preferred Stock will be deemed cancelled within 1 year of issuance and is not entitled to share in dividends or other distributions. So long as any shares of Series “A” Preferred Stock are outstanding, the affirmative vote of not less than 75% of those outstanding shares of Series “A” Preferred Stock will be required for any change to articles of incorporation.

On July 6, 2015, the Company issued 130,000 Series “A” preferred shares in consideration of the release and discharge of a first ranking general security interest over all current and future assets of Alta Disposal Ltd. that was granted to secure to the promissory note entered into on July 22, 2014. These shares were issued at par value of $0.001. These shares were subsequently cancelled on December 5, 2015 therefore the net impact on share capital is nil.

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Provision For Income Taxes

3 Months Ended

Sep. 30, 2015

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, 2015 of approximately $12,974,856 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $151,535 and $1,130,089 during the periods ended September 30, 2015 and June 30, 2015 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, 2015 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, 2015. 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, 2015, June 30, 2014, June 30, 2013 and June 30, 2012 are still open for examination by the Internal Revenue Service (IRS).

		For the three months ended September 30, 2015
		Amount			Tax Effect ( 35%)
Net loss	$	9,118,667		$	3,191,533
Shares issued for consulting fees, mining expenses, investor relation and director fees
Interest Expense		(346,779	)		(121,373	)
Loss on derivative liability		(8,441,773	)		(2,954,621	)
Amortization of discount		(170,943	)		(59,830	)
Impairment		(7,637	)		(2,673	)
Total		151,535			53,037
Valuation allowance		(151,535	)		(53,037	)
Net deferred tax asset (liability)	$	-		$	-

		For the three months ended September 30, 2014
		Amount			Tax Effect ( 35%)
Net loss	$	(1,336,574	)	$	(467,801	)
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
Amortization of discount		709,644			248,376
Interest Expense		724,071			253,425
Gain on derivative liability
		(3,223,429	)		(1,128,200	)
Total		3,439,212			(1,052,676	)
Valuation allowance	$	(3,439,212	)	$	1,052,676
Net deferred tax asset (liability)	$	-		$	-

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Mineral Property Costs

3 Months Ended

Sep. 30, 2015

Mineral Property Costs [Text Block]

5. Mineral Property Costs

Mineral Permit (Assignment Agreement with Lithium Exploration VIII Ltd.)

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

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 239 common shares of the Company at a price of US$330 per share. The January 1, 2014 payment was not paid by the Company, and subsequent to the schedule payment date, the agreement was terminated.

Glottech Technology

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

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

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

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

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

Effective 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, 10,000 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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Convertible Promissory Notes

3 Months Ended

Sep. 30, 2015

Convertible Promissory Notes [Text Block]

6. Convertible Promissory Notes

Summary of convertible promissory note at September 30, 2015 and June 30, 2015 is as follows:

		June 30,			Principal		Total			Total		September 30,
		2015			Issued		converted			repaid		2015
February 13, 2013	$	67,913		$		$	(13,140	)	$	-	$	54,773
March 15, 2014		29,394			-		(22,755	)		-		6,639
July 22, 2014		540,498			-		(46,408	)		-		494,090
August 22, 2014		37,243			-		(5,200	)		-		32,043
February 6, 2015		75,000			-		(20,000	)		-		55,000
February 24, 2015		100,000			-					-		100,000
March 3, 2015		29,000			-		(3,000	)		-		26,000
August 3, 2015		-			36,000		-			-		36,000
September 9, 2015		-			30,000					-		30,000
September 30, 2015		-			27,000					-		27,000
	$	879,048		$	93,000	$	(110,503	)	$	-	$	861,545
Less: Unamortized debt discount	$	(345,054	)								$	(264,341	)
Total note payable, net of debt discount	$	533,994									$	597,204
Current portion	$	533,994									$	597,204
Long term portion	$	-									$	-

On August 03, 2015 the Company issued an aggregate of $36,000 Convertible Promissory Notes that matures in a specified period from the date of issuance. These notes bear 10% interest per annum and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate as specified in the terms of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $52,720 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0%
Volatility	269.35%
Risk free rate:	0.17%

The initial fair values of the embedded debt derivative of $33,231 was allocated as a debt discount up to the proceeds of the note with the remainder $19,489 was charged to current period operations as interest expense.

On September 09, 2015, the Company issued an aggregate of $30,000 Convertible Promissory Notes that matures in a specified period from the date of issuance. These notes bear 10% interest per annum and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate as specified in the terms of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $54,495 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0%
Volatility	275.84%
Risk free rate:	0.39%

The initial fair values of the embedded debt derivative $30,000 was allocated as a debt discount up to the proceeds of the note with the remainder $24,495 was charged to current period operations as interest expense.

On September 30, 2015, Company issued an aggregate of $27,000 Convertible Promissory Notes that matures in a specified period from the date of issuance. These notes bear 10% interest per annum and is convertible into the Company’s common stock at any time at the holder’s option, at the conversion rate as specified in the terms of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $306,808 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

Dividend yield:	0%
Volatility	375.79%
Risk free rate:	0.33%

The initial fair values of the embedded debt derivative $27,000 was allocated as a debt discount up to the proceeds of the note with the remainder $279,808 was charged to current period operations as interest expense.

During the three months period ending September 30, 2015 the Company amortized the debt discount on all the notes $170,943 to operations as interest expense, respectively.

Derivative Liability- Debt

The fair value of the described embedded derivative on all debt was valued at $9,449,354 and $1,646,448 at September 30, 2015 and June 30, 2015, respectively, which was determined using the Black Scholes Model with the following assumptions:

	September 30,	June 30, 2015
	2015
Dividend yield:	0%	0%
Volatility	375.79%	258.89%
Risk free rate:	. 08% - .64%	. 11% - . 64%

At September 30, 2015 and 2014, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $7,589,738 and gain of $242,883 for the three months ended September 30, 2015 and 2014, respectively. During the three months ended September 30, 2015 the Company issued 3,533,472 no of shares of the Company common stock in settlement of $110,503 of convertible note and interest.

During the three months ended September 30, 2015 the Company reclassed the derivative liability debt of $200,856 to additional paid in capital on conversion of convertible note.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015 and June 30, 2015:

		Derivative
		Liability (convertible
		promissory notes)
Balance, June 30, 2014	$	3,006,171
Initial fair value at note issuances		1,227,384
Fair value of liability at note conversion		(3,174,990	)
Mark-to-market at June 30, 2014		527,883
Balance, June 30, 2015	$	1,646,448
Initial fair value at note issuances		414,024
Fair value of liability at note conversion		(200,856	)
Mark-to-market at September 30, 2015		7,589,738
Balance, September 30, 2015	$	9,449,354
Net loss for the period included in earnings relating to the liabilities held at September 30, 2015	$	7,589,738

Derivative Liability- Warrants

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

During the three months ended September 30, 2015 no warrants were issued along with convertible note.

The fair value of the described embedded derivative on all warrants was valued at $995,411 at September 30, 2015 and $143,375 at June 30, 2015 which was determined using the Black Scholes Model with the following assumptions:

	September 30,	June 30, 2015
	2015
Dividend yield:	0%	0%
Volatility	356.75%	288.96%
Risk free rate:	. 92% – 1.37%	1.01% - 1.63%

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2014	15,204		$	242.57	2.62 years
Warrants issued	19,104			236.92	4.46 years
Exercised	(5,927	)		257.08	-
Cancelled	-			-	-
Expired	(1,289	)		240.00	-
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Warrants issued	-			-	-
Exercised	-			-	-
Cancelled	-			-	-
Expired	-			-	-
Balance, September 30, 2015	27,092		$	100.98	3.54 years

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015 and June 30, 2015:

		Derivative
		Liability (warrants)
Balance, June 30, 2014	$	5,416,000
Initial fair value of warrant derivatives at note issuances		791,407
Fair value of warrant exercised		(2,730,022	)
Mark-to-market at June 30, 2014 – warrant liability		(3,334,009	)
Balance, June 30, 2015	$	143,376
Initial fair value of warrant derivatives at note issuances		-
Fair value of warrant exercised		-
Mark-to-market at September 30, 2015 – warrant liability		852,035
Balance, September 30, 2015	$	995,411
Net loss for the period included in earnings relating to the liabilities held at September 30, 2015	$	852,035

At September 30, 2015 and 2014, the Company adjusted the recorded fair value of the derivative liability on warrants to market resulting in non-cash, non-operating loss of $852,035 and gain of $2,980,546 for the three months ended September 30, 2015 and 2014, respectively.

During the three months ended September 30, 2015 the Company reclassed the derivative liability on warrants of $0 to additional paid in capital on exercise of warrants.

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Related Party Transactions

3 Months Ended

Sep. 30, 2015

Related Party Transactions [Text Block]

7. Related Party Transactions

During the three months ended September 30, 2015, the Company incurred consulting fees of $815 (June 30, 2015 - $157,086) with directors and officers out of which there were no stock payments (June 30, 2015 - $58,990 were paid by issuance of 2,167 shares of the Company common stock).

As of September 30, 2015, the Company repaid to a director for a non-interest bearing demand loan of $nil (Note 9) (June 30, 2015 – payable $47,537).

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, 2015

Going Concern and Liquidity Considerations [Text Block]

8. Going Concern and Liquidity Considerations

The accompanying 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, 2015, the Company had a working capital deficiency of $11,267,263 (June 30, 2015 - $2,456,477) and an accumulated deficit of $58,713,588 (June 30, 2015 - $49,567,348). The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

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

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

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

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2015

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

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

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

On August 1, 2014, the Company entered into a consulting agreement with a consultant to provide advice relative to corporate and business services and to perform other related activities. Pursuant to the terms of the agreement, the Company will issue 500 common shares of the Company valued at $5,000. These shares were issued in full effective October 22, 2014.

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 $30,044.

Litigation

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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Loan Receivable

3 Months Ended

Sep. 30, 2015

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 fulfilled.

During the three months ending September 30, 2015, the directors of the company decided that the loan is irrecoverable and has been written off to $nil.

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Discontinued Operations

3 Months Ended

Sep. 30, 2015

Discontinued Operations [Text Block]

11. Discontinued Operations

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

Operating results for the quarter ended September 30, 2015 and 2014 for Alta Disposal Morinville Ltd. are presented as discontinued operations and the assets and liabilities classified as held for sale are presented separately in the consolidated balance sheet.

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

		September 30,			September
		2015			30, 2014
Revenue	$	-		$	16,067
Selling, general and administrative	$	(54,074	)		(164,638	)
Loss from discontinued operations	$	(54,074	)	$	(148,571	)

Consolidated Balance Sheets		September 30,		June 30, 2015
		2015
Current assets:
Cash and cash equivalents	$	23,820	$	46,731
Receivable, net		22,679		28,160
Prepaid expenses		-		-
Impairment of net assets		-		(60,178	)
	$	46,499		14,713
Current liabilities:
Accounts payable	$	6,236	$	6,696

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Subsequent Events

3 Months Ended

Sep. 30, 2015

Subsequent Events [Text Block]

12. Subsequent Events

Issuances of Common Shares

On October 8, 2015, the Company issued 8,044 common shares at a deemed price of $0.0001 per share to the depository trust as a result of the reverse stock split.

On October 28, 2015 the Company issued 554,000 common shares at a deemed price of $0.01 per share for promissory note conversion.

Convertible Promissory Notes

On November 6, 2015, the Company entered into an agreement with an investor. Pursuant to the terms of the agreement, the investor acquired a 10% convertible note with an aggregate face value of $12,000, with an issuance discount of 10% and maturity of one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the company’s common stock.

On December 1, 2015, the Company entered into a securities purchase agreement with an investor pursuant to which the investor acquired a convertible promissory note with an aggregate face value of $18,000, which amount includes the purchase price of $15,000, $1,500 for pre-paid interest at the rate of 10% for 12 months, and $1,500 in respect of legal fees incurred by the investor. The convertible note has a maturity date of December 1, 2016 and is convertible, at the option of the holder, in whole or in part, into shares of the company’s common stock at price per share equal to 65% of the lowest reported sale price of the Company’s common stock during the 20 trading days prior to December 1, 2015 or prior to the applicable conversion date.

On December 1, 2015, the Company entered into a second securities purchase agreement with an investor pursuant to which the investor acquired a convertible promissory note with an aggregate face value of $18,000, which amount includes the purchase price of $15,000, $1,500 for pre-paid interest at the rate of 10% for 12 months, and $1,500 in respect of legal fees incurred by the investor. The convertible note has a maturity date of December 1, 2016 and is convertible, at the option of the holder, in whole or in part, into shares of the company’s common stock at price per share equal to 65% of the lowest reported sale price of the Company’s common stock during the 20 trading days prior to December 1, 2015 or prior to the applicable conversion date.

On December 3, 2015, the Company issued 10% convertible redeemable note. Pursuant to the terms of the agreement, the investor acquired a convertible note with an aggregate face value of $17,000 with a maturity of one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the company’s common stock at 65% of lowest trading price at the date of conversion.

The Company has evaluated subsequent events from October 1, 2015, through the date of this report, and determined there are no other items to disclose.

Subsequent to the issuance of June 30, 2015 financial statements, management determined that the warrants issued were incorrectly valued and derivative liability on the conversion option embedded in convertible notes was not recognized and during the three months period ending September 30, 2015, these warrants were revalued and a derivative liability on the conversion option was calculated. As a result of revaluation of the warrants, the consolidated balance sheet for the year ending June 30, 2015, the consolidated statements of operations and comprehensive income (loss) and consolidated statement of cash flows for the three months period ending September 30, 2014 and consolidated statements of changes in stockholders’ deficit for the period ending June 30, 2014 and June 30, 2015 were restated.

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Restatement to previously issued financial statements

3 Months Ended

Sep. 30, 2015

Restatement to previously issued financial statements [Text Block]

13. Restatement to previously issued financial statements

The following tables reflect the corrections to the affected line items in the previously issued financial statements as of and for the years ended June 30, 2015 and for the quarter ended September 30, 2014.

Effect on Condensed Consolidated Balance Sheet

		Year ended June 30, 2015
		As previously			Effect of Restatement			As Restated
		reported
ASSETS
Current
Cash and cash equivalents	$	64,099		$	-		$	64,099
Receivable		13,421			-			13,421
Loan receivable		20,000			-			20,000
Prepaid expenses		2,788			-			2,788
Current assets held for sale		14,713			-			14,713
Total current assets		115,021			-			115,021
Deposit on Alta Disposal Morinville Ltd.		-			-			-
Investment Held for Sale (Note 15)		-			-			-
Total Assets	$	115,021		$	-		$	115,021
LIABILITIES
Current
Accounts payable and accrued liabilities (note 9)	$	65,962		$	-		$	65,962
Derivative liability – warrants (Note 6)		3,134			140,241			143,375
Derivative liability – convertible promissory notes (Note 6)		-			1,646,448			1,646,448
Due to related party (Note 8)		115,000			-			115,000
Convertible promissory notes (Note 6)		300,887			233,107			533,994
Accrued interest – convertible promissory notes (Note 6)		60,022			-			60,022
Liabilities of discontinued operations		6,696			-			6,696
Total Current Liabilities	$	551,701		$	2,087,796		$	2,571,497
STOCKHOLDERS’ DEFICIT
Capital stock (Note 3)
Authorized:   100,000,000 preferred shares, $0.001 par value   10,000,000,000 common shares, $0.001 par value   Issued and outstanding:   nil preferred shares (June 30, 2014 – nil)		-			-			-
7,574,353 common shares (June 30, 2014 – 47,990)		7,575			-			7,575
Additional paid-in capital		43,165,743			4,217,489			47,383,232
Accumulated other comprehensive loss		(29,484	)		-			(29,484	)
Deficit accumulated during the exploration		(43,267,064	)		(6,237,285	)		(49,504,349	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(123,230	)		(2,019,796	)		(2,143,026	)
Non-controlling interest		(313,450	)		-			(313,450	)
Total Stockholders’ Deficit		(436,680	)		(2,019,796	)		(2,456,476	)
Total Liabilities and Stockholders’ Deficit	$	115,021		$	-		$	15,021

Effect on Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

		Three months ended September 30, 2014
		As previously			Effect of
		reported			Restatement			As Restated
Revenue	$	16,067		$	(16,067	)	$	-
Operating Expenses:
Mining (Notes 3 & 5)		15,000			-			15,000
Selling, general and administrative (Notes 3 & 5)		502,629			(164,638	)		337,991
Total operating expenses		517,629			(164,638	)		352,991
Loss from operations		(501,562	)		148,571			(352,991	)
Other income (expenses)
Interest expense (Note 6)		(1,562,421	)		838,350			(724,071	)
Gain (loss) on change in the fair value of derivative liability (Note 6)		2,458,446			764,983			3,223,429
Fair Value of Warrants issued		(397,070	)		397,070			-
Amortization of discount on debt discount		-			(709,644	)		(709,644	)
Equity in income of investment held for sale		48,423			-			48,423
(Loss) income before income taxes		45,816			1,439,329			1,485,145
Provision for Income Taxes (Note 4)		-			-			-
(Loss) income from continuing operations		45,816			1,439,329			1,485,145
(Loss) from discontinued operations		-			(148,571	)		(148,571	)
Net (loss) income		45,816			1,290,758			1,336,574
Less: Net (loss) income attributable to the non-controlling interest		(72,800	)		-			(72,800	)
Net (loss) income attributable to Lithium Exploration Group, Inc. Common shareholders	$	118,616		$	1,290,758		$	1,409,374
Basic and Diluted (loss) income per Common Share		0.00			33,87			22.24
Basic and Diluted Weighted Average Number of Common Shares Outstanding		253,441,532			(253,378,172	)		63,360
Comprehensive (loss) income :
Net (loss) income		45,816			1,290,758			1,336,574
Foreign currency translation adjustment		(1,864	)		-			(1,864	)
Comprehensive (loss) income		43,952			1,290,758			1,334,710
Comprehensive income (loss) attributable to non-controlling interest		(72,800	)		-			(72,800	)
Comprehensive (loss) income attributable to Lithium Exploration Group, Inc.	$	116,752		$	1,290,758		$	1,407,510

Effect on Condensed Consolidated Statements of Cash Flows

		Three months ending September 30, 2014
		As previously			Misstatement			As Restated
		reported			Adjustment
Cash Flows from Operating Activities
Net loss from continuing operations	$	45,816		$	1,439,329		$	1,485,145
Loss from discontinued operations		-			(148,571	)		(148,571	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income of investment held for sale		(48,423	)		-			(48,423	)
Common shares issued for consulting fees		87,000			-			87,000
Interest expense		1,478,356			(838,350	)		640,006
Amortization of discount on derivative liabilities		-			709,644			709,644
Bad debt written-off		-			-			-
Common shares issued for interest expenses		31,642			-			31,642
(Gain) loss on change in the fair value of derivative liability		(2,458,446	)		(764,983	)		(3,223,429	)
Fair value of warrants issued		397,070			(397,070	)		-
Changes in operating assets and liabilities:
Receivable, net		4,147			(4,147	)		-
Prepaid expenses		18,976			(2,366	)		16,610
Accrued interest		52,423			-			52,423
Accounts payable and accrued liabilities		101,391			(62,110	)		39,281
Net cash used in operating activities from continuing operations		(290,048	)		(68,623	)		(358,671	)
Net cash used in operating activities from discontinued operations		-			65,941			65,941
Net cash used in operating activities		(290,048	)		(2,682	)		(292,730	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes		400,000			-			400,000
Net cash provided by financing activities		400,000			-			400,000
Effect of foreign exchange		(1,864	)		-			(1,864	)
Increase (decrease) in cash and cash equivalents		108,088			(2,684	)		105,406
Cash and cash equivalents - beginning of period		69,732			(12,100	)		57,632
Cash and cash equivalents - end of period	$	177,820		$	(14,782	)	$	163,038
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		$	(462,368	)	$	523,666
Transfer of beneficial conversion feature to fair value of note	$	215,385		$	(215,385	)	$	-
Common stock issued on cashless exercise of warrants	$	766,675		$	1,605,259		$	2,371,934
Derivative liability re-classed to additional paid in capital	$	-		$	919,506		$	919,506
Debt discount on convertible note and warrants	$	-		$	367,333		$	367,333
Initial derivative liability on note issuance	$	-		$	1,007,232		$	1,007,232

Effect on Condensed Consolidated Statements of Changes in Stockholders’ Deficit

		Year ended June 30, 2015
		As previously
		reported						As Restated
					Misstatement Adjustment
Additional Paid in Capital
Beginning Balance	$	38,573,856		$	538,043		$	39,111,899
Common shares issued for debt conversion		3,636,984			(1,457,586	)		2,179,398
Common shares issued for exercise of warrants		767,879			1,962,041			2,729,920
Common shares issued for reclassification of derivative liability on convertible notes		-			3,174,990			3,174,990
Closing Balance	$	43,165,743		$	4,217,488		$	47,383,231
Accumulated deficit
Beginning Balance	$	(40,821,871	)	$	(6,166,108	)	$	(46,987,979	)
Net loss for the period		(2,445,193	)		(71,176	)		(2,516,369	)
Closing Balance	$	(43,267,064	)	$	(6,237,283	)	$	(49,504,347	)
Total Equity
Beginning Balance	$	(2,355,136	)	$	(5,628,065	)	$	(7,983,201	)
Common shares issued for consulting fees		118,990						118,990
Common shares issued for investor relations		68,000						68,000
Common shares issued for exercise of warrants		767,981			1,962,039			2,730,020
Common shares issued for debt conversion		3,644,405			(1,457,585	)		2,186,820
Common shares issued for reclassification of derivative liability on convertible notes		-			3,174,990			3,174,990
Common shares issued to trust		38			-			38
Foreign exchange translation		(23,715	)					(23,715	)
Net loss for the period		(2,657,243	)		(71,176	)		(2,728,419	)
Closing Balance	$	(436,680	)	$	(2,019,797	)	$	(2,456,477	)

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2015

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, 2015 and 2014 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, 2015 are not necessarily indicative of the results to be expected for the year ending June 30, 2016 or for any future period. All references to September 30, 2015 and 2014 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, 2015, included in the Company’s annual report on Form 10-K filed with the SEC on December 3, 2015.

The condensed balance sheet as of June 30, 2015 has been restated during the period ending September 30, 2015, and 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 Bluetap Resources Ltd.). Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework.

Use of Estimates [Policy Text Block]

Use of Estimates

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

Cash and Cash Equivalents [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 $34,577 and $64,099 in cash and cash equivalents at September 30, 2015 and June 30, 2015, respectively.

Concentration 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, 2015 and June 30, 2015, 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 consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

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.

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 ending September 30, 2015 closing rate at 0.7466 CDN$: US$, average rate at 0.7637 CDN$: US$ and for the year ended June 30, 2015 closing rate at 0.8017 CDN$: US$, average rate at 0.8518 CDN$: US$.

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, 2015 and June 30, 2015, 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 accounts for currently outstanding detachable warrants to purchase common stock as derivative liabilities as they are freestanding derivative financial instruments. The warrants are recorded as derivative liabilities at fair value, estimated using a Black-Scholes option pricing model, and marked to market at each balance sheet date, with changes in the fair value of the derivative liabilities recorded in the condensed consolidated statements of operations and comprehensive Income (Loss).

Convertible Instruments [Policy Text Block]

Convertible Instruments

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

Fair Value of Financial Instruments [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.

Income Taxes [Policy Text Block]

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.

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. The Company recorded $Nil (June 30, 2015 - $18,984) in allowance for doubtful accounts.

Recent Accounting Pronouncements [Policy Text Block]

Recent Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-15 “Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting).” The guidance issued previously in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff stated that they would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not anticipate a material impact to the Company’s financial statements as a result of the amendments.

In September 2015, the FASB issued ASU 2015-16 an update to its guidance on business combinations. The new guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the measurement amounts are determined. The new guidance also requires that the acquirer records, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed as of the acquisition date. The new guidance also requires an entity to present separately on the face of the income statement, or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The Company does not anticipate a material impact to the Company’s financial statements as a result of the amendments.

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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Provision For Income Taxes (Tables)

3 Months Ended

Sep. 30, 2015

Sep. 30, 2014

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		For the three months ended September 30, 2015
		Amount			Tax Effect ( 35%)
Net loss	$	9,118,667		$	3,191,533
Shares issued for consulting fees, mining expenses, investor relation and director fees
Interest Expense		(346,779	)		(121,373	)
Loss on derivative liability		(8,441,773	)		(2,954,621	)
Amortization of discount		(170,943	)		(59,830	)
Impairment		(7,637	)		(2,673	)
Total		151,535			53,037
Valuation allowance		(151,535	)		(53,037	)
Net deferred tax asset (liability)	$	-		$	-

		For the three months ended September 30, 2014
		Amount			Tax Effect ( 35%)
Net loss	$	(1,336,574	)	$	(467,801	)
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
Amortization of discount		709,644			248,376
Interest Expense		724,071			253,425
Gain on derivative liability
		(3,223,429	)		(1,128,200	)
Total		3,439,212			(1,052,676	)
Valuation allowance	$	(3,439,212	)	$	1,052,676
Net deferred tax asset (liability)	$	-		$	-

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Convertible Promissory Notes (Tables)

3 Months Ended

Sep. 30, 2015

Schedule of Summary of Convertible Promissory Note [Table Text Block]

		June 30,			Principal		Total			Total		September 30,
		2015			Issued		converted			repaid		2015
February 13, 2013	$	67,913		$		$	(13,140	)	$	-	$	54,773
March 15, 2014		29,394			-		(22,755	)		-		6,639
July 22, 2014		540,498			-		(46,408	)		-		494,090
August 22, 2014		37,243			-		(5,200	)		-		32,043
February 6, 2015		75,000			-		(20,000	)		-		55,000
February 24, 2015		100,000			-					-		100,000
March 3, 2015		29,000			-		(3,000	)		-		26,000
August 3, 2015		-			36,000		-			-		36,000
September 9, 2015		-			30,000					-		30,000
September 30, 2015		-			27,000					-		27,000
	$	879,048		$	93,000	$	(110,503	)	$	-	$	861,545
Less: Unamortized debt discount	$	(345,054	)								$	(264,341	)
Total note payable, net of debt discount	$	533,994									$	597,204
Current portion	$	533,994									$	597,204
Long term portion	$	-									$	-

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions AS On August 03, 2015 [Table Text Block]

Dividend yield:	0%
Volatility	269.35%
Risk free rate:	0.17%

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions AS On September 09, 2015 [Table Text Block]

Dividend yield:	0%
Volatility	275.84%
Risk free rate:	0.39%

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions AS On September 30, 2015 [Table Text Block]

Dividend yield:	0%
Volatility	375.79%
Risk free rate:	0.33%

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	September 30,	June 30, 2015
	2015
Dividend yield:	0%	0%
Volatility	375.79%	258.89%
Risk free rate:	. 08% - .64%	. 11% - . 64%

Schedule of Changes in Fair Value of Convertible Promissory Notes [Table Text Block]

		Derivative
		Liability (convertible
		promissory notes)
Balance, June 30, 2014	$	3,006,171
Initial fair value at note issuances		1,227,384
Fair value of liability at note conversion		(3,174,990	)
Mark-to-market at June 30, 2014		527,883
Balance, June 30, 2015	$	1,646,448
Initial fair value at note issuances		414,024
Fair value of liability at note conversion		(200,856	)
Mark-to-market at September 30, 2015		7,589,738
Balance, September 30, 2015	$	9,449,354
Net loss for the period included in earnings relating to the liabilities held at September 30, 2015	$	7,589,738

Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions [Table Text Block]

	September 30,	June 30, 2015
	2015
Dividend yield:	0%	0%
Volatility	356.75%	288.96%
Risk free rate:	. 92% – 1.37%	1.01% - 1.63%

Schedule of Stockholders' Equity Warrants Activity [Table Text Block]

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2014	15,204		$	242.57	2.62 years
Warrants issued	19,104			236.92	4.46 years
Exercised	(5,927	)		257.08	-
Cancelled	-			-	-
Expired	(1,289	)		240.00	-
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Warrants issued	-			-	-
Exercised	-			-	-
Cancelled	-			-	-
Expired	-			-	-
Balance, September 30, 2015	27,092		$	100.98	3.54 years

Schedule of Changes in Fair Value of Financial Liabilities [Table Text Block]

		Derivative
		Liability (warrants)
Balance, June 30, 2014	$	5,416,000
Initial fair value of warrant derivatives at note issuances		791,407
Fair value of warrant exercised		(2,730,022	)
Mark-to-market at June 30, 2014 – warrant liability		(3,334,009	)
Balance, June 30, 2015	$	143,376
Initial fair value of warrant derivatives at note issuances		-
Fair value of warrant exercised		-
Mark-to-market at September 30, 2015 – warrant liability		852,035
Balance, September 30, 2015	$	995,411
Net loss for the period included in earnings relating to the liabilities held at September 30, 2015	$	852,035

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Discontinued Operations (Tables)

3 Months Ended

Sep. 30, 2015

Schedule of Discontinued Operations, Consolidated Statements of Operations and Comprehensive Loss [Table Text Block]

		September 30,			September
		2015			30, 2014
Revenue	$	-		$	16,067
Selling, general and administrative	$	(54,074	)		(164,638	)
Loss from discontinued operations	$	(54,074	)	$	(148,571	)

Schedule of Discontinued Operations, Consolidated Balance Sheets [Table Text Block]

Consolidated Balance Sheets		September 30,		June 30, 2015
		2015
Current assets:
Cash and cash equivalents	$	23,820	$	46,731
Receivable, net		22,679		28,160
Prepaid expenses		-		-
Impairment of net assets		-		(60,178	)
	$	46,499		14,713
Current liabilities:
Accounts payable	$	6,236	$	6,696

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Restatement to previously issued financial statements (Tables)

3 Months Ended

Sep. 30, 2015

Schedule of Effect on Condensed Consolidated Balance Sheet [Table Text Block]

		Year ended June 30, 2015
		As previously			Effect of Restatement			As Restated
		reported
ASSETS
Current
Cash and cash equivalents	$	64,099		$	-		$	64,099
Receivable		13,421			-			13,421
Loan receivable		20,000			-			20,000
Prepaid expenses		2,788			-			2,788
Current assets held for sale		14,713			-			14,713
Total current assets		115,021			-			115,021
Deposit on Alta Disposal Morinville Ltd.		-			-			-
Investment Held for Sale (Note 15)		-			-			-
Total Assets	$	115,021		$	-		$	115,021
LIABILITIES
Current
Accounts payable and accrued liabilities (note 9)	$	65,962		$	-		$	65,962
Derivative liability – warrants (Note 6)		3,134			140,241			143,375
Derivative liability – convertible promissory notes (Note 6)		-			1,646,448			1,646,448
Due to related party (Note 8)		115,000			-			115,000
Convertible promissory notes (Note 6)		300,887			233,107			533,994
Accrued interest – convertible promissory notes (Note 6)		60,022			-			60,022
Liabilities of discontinued operations		6,696			-			6,696
Total Current Liabilities	$	551,701		$	2,087,796		$	2,571,497
STOCKHOLDERS’ DEFICIT
Capital stock (Note 3)
Authorized:   100,000,000 preferred shares, $0.001 par value   10,000,000,000 common shares, $0.001 par value   Issued and outstanding:   nil preferred shares (June 30, 2014 – nil)		-			-			-
7,574,353 common shares (June 30, 2014 – 47,990)		7,575			-			7,575
Additional paid-in capital		43,165,743			4,217,489			47,383,232
Accumulated other comprehensive loss		(29,484	)		-			(29,484	)
Deficit accumulated during the exploration		(43,267,064	)		(6,237,285	)		(49,504,349	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(123,230	)		(2,019,796	)		(2,143,026	)
Non-controlling interest		(313,450	)		-			(313,450	)
Total Stockholders’ Deficit		(436,680	)		(2,019,796	)		(2,456,476	)
Total Liabilities and Stockholders’ Deficit	$	115,021		$	-		$	15,021

Schedule of Effect on Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) [Table Text Block]

		Three months ended September 30, 2014
		As previously			Effect of
		reported			Restatement			As Restated
Revenue	$	16,067		$	(16,067	)	$	-
Operating Expenses:
Mining (Notes 3 & 5)		15,000			-			15,000
Selling, general and administrative (Notes 3 & 5)		502,629			(164,638	)		337,991
Total operating expenses		517,629			(164,638	)		352,991
Loss from operations		(501,562	)		148,571			(352,991	)
Other income (expenses)
Interest expense (Note 6)		(1,562,421	)		838,350			(724,071	)
Gain (loss) on change in the fair value of derivative liability (Note 6)		2,458,446			764,983			3,223,429
Fair Value of Warrants issued		(397,070	)		397,070			-
Amortization of discount on debt discount		-			(709,644	)		(709,644	)
Equity in income of investment held for sale		48,423			-			48,423
(Loss) income before income taxes		45,816			1,439,329			1,485,145
Provision for Income Taxes (Note 4)		-			-			-
(Loss) income from continuing operations		45,816			1,439,329			1,485,145
(Loss) from discontinued operations		-			(148,571	)		(148,571	)
Net (loss) income		45,816			1,290,758			1,336,574
Less: Net (loss) income attributable to the non-controlling interest		(72,800	)		-			(72,800	)
Net (loss) income attributable to Lithium Exploration Group, Inc. Common shareholders	$	118,616		$	1,290,758		$	1,409,374
Basic and Diluted (loss) income per Common Share		0.00			33,87			22.24
Basic and Diluted Weighted Average Number of Common Shares Outstanding		253,441,532			(253,378,172	)		63,360
Comprehensive (loss) income :
Net (loss) income		45,816			1,290,758			1,336,574
Foreign currency translation adjustment		(1,864	)		-			(1,864	)
Comprehensive (loss) income		43,952			1,290,758			1,334,710
Comprehensive income (loss) attributable to non-controlling interest		(72,800	)		-			(72,800	)
Comprehensive (loss) income attributable to Lithium Exploration Group, Inc.	$	116,752		$	1,290,758		$	1,407,510

Schedule of Effect on Condensed Consolidated Statements of Cash Flows [Table Text Block]

		Three months ending September 30, 2014
		As previously			Misstatement			As Restated
		reported			Adjustment
Cash Flows from Operating Activities
Net loss from continuing operations	$	45,816		$	1,439,329		$	1,485,145
Loss from discontinued operations		-			(148,571	)		(148,571	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in income of investment held for sale		(48,423	)		-			(48,423	)
Common shares issued for consulting fees		87,000			-			87,000
Interest expense		1,478,356			(838,350	)		640,006
Amortization of discount on derivative liabilities		-			709,644			709,644
Bad debt written-off		-			-			-
Common shares issued for interest expenses		31,642			-			31,642
(Gain) loss on change in the fair value of derivative liability		(2,458,446	)		(764,983	)		(3,223,429	)
Fair value of warrants issued		397,070			(397,070	)		-
Changes in operating assets and liabilities:
Receivable, net		4,147			(4,147	)		-
Prepaid expenses		18,976			(2,366	)		16,610
Accrued interest		52,423			-			52,423
Accounts payable and accrued liabilities		101,391			(62,110	)		39,281
Net cash used in operating activities from continuing operations		(290,048	)		(68,623	)		(358,671	)
Net cash used in operating activities from discontinued operations		-			65,941			65,941
Net cash used in operating activities		(290,048	)		(2,682	)		(292,730	)
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes		400,000			-			400,000
Net cash provided by financing activities		400,000			-			400,000
Effect of foreign exchange		(1,864	)		-			(1,864	)
Increase (decrease) in cash and cash equivalents		108,088			(2,684	)		105,406
Cash and cash equivalents - beginning of period		69,732			(12,100	)		57,632
Cash and cash equivalents - end of period	$	177,820		$	(14,782	)	$	163,038
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		$	(462,368	)	$	523,666
Transfer of beneficial conversion feature to fair value of note	$	215,385		$	(215,385	)	$	-
Common stock issued on cashless exercise of warrants	$	766,675		$	1,605,259		$	2,371,934
Derivative liability re-classed to additional paid in capital	$	-		$	919,506		$	919,506
Debt discount on convertible note and warrants	$	-		$	367,333		$	367,333
Initial derivative liability on note issuance	$	-		$	1,007,232		$	1,007,232

Schedule of Effect on Condensed Consolidated Statements of Changes in Stockholders Deficit [Table Text Block]

		Year ended June 30, 2015
		As previously
		reported						As Restated
					Misstatement Adjustment
Additional Paid in Capital
Beginning Balance	$	38,573,856		$	538,043		$	39,111,899
Common shares issued for debt conversion		3,636,984			(1,457,586	)		2,179,398
Common shares issued for exercise of warrants		767,879			1,962,041			2,729,920
Common shares issued for reclassification of derivative liability on convertible notes		-			3,174,990			3,174,990
Closing Balance	$	43,165,743		$	4,217,488		$	47,383,231
Accumulated deficit
Beginning Balance	$	(40,821,871	)	$	(6,166,108	)	$	(46,987,979	)
Net loss for the period		(2,445,193	)		(71,176	)		(2,516,369	)
Closing Balance	$	(43,267,064	)	$	(6,237,283	)	$	(49,504,347	)
Total Equity
Beginning Balance	$	(2,355,136	)	$	(5,628,065	)	$	(7,983,201	)
Common shares issued for consulting fees		118,990						118,990
Common shares issued for investor relations		68,000						68,000
Common shares issued for exercise of warrants		767,981			1,962,039			2,730,020
Common shares issued for debt conversion		3,644,405			(1,457,585	)		2,186,820
Common shares issued for reclassification of derivative liability on convertible notes		-			3,174,990			3,174,990
Common shares issued to trust		38			-			38
Foreign exchange translation		(23,715	)					(23,715	)
Net loss for the period		(2,657,243	)		(71,176	)		(2,728,419	)
Closing Balance	$	(436,680	)	$	(2,019,797	)	$	(2,456,477	)

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Organization (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2015 CAD
Organization 1	1,617,437	1,617,437
Organization 2	51.00%	51.00%
Organization 3 | CAD		CAD 10,000
Organization 4 | $	$ 7,466
Organization 5	100.00%	100.00%
Organization 6	50.00%	50.00%
Organization 7	50.00%	50.00%
Organization 8	20	20
Organization 9	50.00%	50.00%
Organization 10	100.00%	100.00%

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Significant Accounting Policies (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Significant Accounting Policies 1	51.00%
Significant Accounting Policies 2	$ 34,577
Significant Accounting Policies 3	64,099
Significant Accounting Policies 4	0
Significant Accounting Policies 5	$ 0
Significant Accounting Policies 6	0.7466
Significant Accounting Policies 7	0.7637
Significant Accounting Policies 8	0.8017
Significant Accounting Policies 9	0.8518
Significant Accounting Policies 10	$ 0
Significant Accounting Policies 11	$ 18,984

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Capital Stock (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) yr $ / shares shares
Capital Stock 1	20
Capital Stock 2	1
Capital Stock 3	200
Capital Stock 4	1
Capital Stock 5	2,221,565,094
Capital Stock 6	11,107,825
Capital Stock 7	100,000,000
Capital Stock 8	100,000,000
Capital Stock 9 | $ / shares	$ 0.001
Capital Stock 10	600,000,000
Capital Stock 11	500,000,000
Capital Stock 12 | $ / shares	$ 0.001
Capital Stock 13	100,000,000
Capital Stock 14 | $ / shares	$ 0.001
Capital Stock 15	20,000,000
Capital Stock 16 | $ / shares	$ 0.001
Capital Stock 17 | $ / shares	$ 100
Capital Stock 18 | $	$ 0.001
Capital Stock 19	2,000,000
Capital Stock 20 | $ / shares	$ 0.001
Capital Stock 21 | $	$ 0.001
Capital Stock 22	1
Capital Stock 23 | $	$ 1
Capital Stock 24	500,000,000
Capital Stock 25 | $	$ 0.001
Capital Stock 26	2,000,000,000
Capital Stock 27 | $	$ 0.001
Capital Stock 28	2,000,000,000
Capital Stock 29	100,000,000
Capital Stock 30 | $	$ 0.001
Capital Stock 31	50,000,000
Capital Stock 32	100,000,000
Capital Stock 33 | $	$ 0.001
Capital Stock 34	62
Capital Stock 35 | yr	1
Capital Stock 36	75.00%
Capital Stock 37	2,000,000,000
Capital Stock 38 | $	$ 0.001
Capital Stock 39	10,000,000,000
Capital Stock 40 | $	$ 0.001
Capital Stock 41	125,000
Capital Stock 42 | $ / shares	$ 0.04
Capital Stock 43	201,465
Capital Stock 44 | $ / shares	$ 0.04
Capital Stock 45	250,000
Capital Stock 46 | $ / shares	$ 0.04
Capital Stock 47	100,000
Capital Stock 48 | $ / shares	$ 0.05
Capital Stock 49	298,269
Capital Stock 50 | $ / shares	$ 0.04
Capital Stock 51	250,000
Capital Stock 52 | $ / shares	$ 0.04
Capital Stock 53	80,801
Capital Stock 54 | $ / shares	$ 0.04
Capital Stock 55	434,084
Capital Stock 56 | $ / shares	$ 0.03
Capital Stock 57	438,000
Capital Stock 58 | $ / shares	$ 0.03
Capital Stock 59	486,623
Capital Stock 60 | $ / shares	$ 0.02
Capital Stock 61	475,000
Capital Stock 62 | $ / shares	$ 0.03
Capital Stock 63	394,231
Capital Stock 64 | $ / shares	$ 0.03
Capital Stock 65	50,000,000
Capital Stock 66	100,000,000
Capital Stock 67 | $	$ 0.001
Capital Stock 68	62
Capital Stock 69 | yr	1
Capital Stock 70	75.00%
Capital Stock 71	130,000
Capital Stock 72 | $	$ 0.001
Capital Stock 73	0

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Provision For Income Taxes (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Provision For Income Taxes 1	$ 12,974,856
Provision For Income Taxes 2	151,535
Provision For Income Taxes 3	$ 1,130,089

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Mineral Property Costs (Narrative) (Details) - 3 months ended Sep. 30, 2015	USD ($) d $ / shares shares	CAD d shares
Mineral Property Costs 1	100.00%	100.00%
Mineral Property Costs 2	$ 90,000
Mineral Property Costs 3	$ 90,000
Mineral Property Costs 4 | CAD		CAD 40,000
Mineral Property Costs 5 | CAD		60,000
Mineral Property Costs 6 | CAD		100,000
Mineral Property Costs 7 | CAD		300,000
Mineral Property Costs 8 | CAD		50,000
Mineral Property Costs 9 | CAD		100,000
Mineral Property Costs 10 | CAD		20,000
Mineral Property Costs 11 | CAD		CAD 80,000
Mineral Property Costs 12	15.00%	15.00%
Mineral Property Costs 13	15.00%	15.00%
Mineral Property Costs 14 | CAD		CAD 80,000
Mineral Property Costs 15	75.00%	75.00%
Mineral Property Costs 16 | CAD		CAD 100,000
Mineral Property Costs 17	$ 95,008
Mineral Property Costs 18 | CAD		20,000
Mineral Property Costs 19	19,164
Mineral Property Costs 20 | CAD		80,000
Mineral Property Costs 21	75,844
Mineral Property Costs 22 | CAD		106,667
Mineral Property Costs 23	101,125
Mineral Property Costs 24	26,667
Mineral Property Costs 25 | CAD		3,058
Mineral Property Costs 26	2,899
Mineral Property Costs 27 | CAD		80,000
Mineral Property Costs 28	75,844
Mineral Property Costs 29 | CAD		3,058
Mineral Property Costs 30	2,899
Mineral Property Costs 31 | CAD		CAD 83,058
Mineral Property Costs 32	$ 78,743
Mineral Property Costs 33 | shares	239	239
Mineral Property Costs 34 | $ / shares	$ 330
Mineral Property Costs 35	$ 25,000
Mineral Property Costs 36	$ 75,000
Mineral Property Costs 37 | d	180	180
Mineral Property Costs 38	$ 700,000
Mineral Property Costs 39 | d	10	10
Mineral Property Costs 40 | shares	500	500
Mineral Property Costs 41	$ 1.00
Mineral Property Costs 42 | shares	500	500
Mineral Property Costs 43	$ 4,940,000
Mineral Property Costs 44 | shares	500	500
Mineral Property Costs 45	$ 2.00
Mineral Property Costs 46	150,000
Mineral Property Costs 47	$ 15,000
Mineral Property Costs 48 | shares	10,000	10,000
Mineral Property Costs 49	25	25
Mineral Property Costs 50	$ 20,000
Mineral Property Costs 51	$ 30,000

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Convertible Promissory Notes (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Convertible Promissory Notes 1	$ 36,000
Convertible Promissory Notes 2	10.00%
Convertible Promissory Notes 3	$ 52,720
Convertible Promissory Notes 4	33,231
Convertible Promissory Notes 5	19,489
Convertible Promissory Notes 6	$ 30,000
Convertible Promissory Notes 7	10.00%
Convertible Promissory Notes 8	$ 54,495
Convertible Promissory Notes 9	30,000
Convertible Promissory Notes 10	24,495
Convertible Promissory Notes 11	$ 27,000
Convertible Promissory Notes 12	10.00%
Convertible Promissory Notes 13	$ 306,808
Convertible Promissory Notes 14	27,000
Convertible Promissory Notes 15	279,808
Convertible Promissory Notes 16	170,943
Convertible Promissory Notes 17	9,449,354
Convertible Promissory Notes 18	1,646,448
Convertible Promissory Notes 19	7,589,738
Convertible Promissory Notes 20	$ 242,883
Convertible Promissory Notes 21	3,533,472
Convertible Promissory Notes 22	$ 110,503
Convertible Promissory Notes 23	200,856
Convertible Promissory Notes 24	995,411
Convertible Promissory Notes 25	143,375
Convertible Promissory Notes 26	852,035
Convertible Promissory Notes 27	2,980,546
Convertible Promissory Notes 28	$ 0

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Related Party Transactions (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) shares
Related Party Transactions 1	$ 815
Related Party Transactions 2	157,086
Related Party Transactions 3	$ 58,990
Related Party Transactions 4 | shares	2,167
Related Party Transactions 5	$ 0
Related Party Transactions 6	$ 47,537

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Going Concern and Liquidity Considerations (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Going Concern And Liquidity Considerations 1	$ 11,267,263
Going Concern And Liquidity Considerations 2	2,456,477
Going Concern And Liquidity Considerations 3	58,713,588
Going Concern And Liquidity Considerations 4	$ 49,567,348

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Commitments and Contingencies (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) mo $ / shares $ / mo shares
Commitments And Contingencies 1 | mo	24
Commitments And Contingencies 2	$ 120,000
Commitments And Contingencies 3	12,000
Commitments And Contingencies 4	$ 30,000
Commitments And Contingencies 5 | mo	12
Commitments And Contingencies 6 | mo	10
Commitments And Contingencies 7	$ 12,000
Commitments And Contingencies 8 | $ / shares	$ 200
Commitments And Contingencies 9 | $ / mo	10,000
Commitments And Contingencies 10 | shares	500
Commitments And Contingencies 11	$ 5,000
Commitments And Contingencies 12	$ 30,044

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Loan Receivable (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
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
Loan Receivable 7	$ 0

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Discontinued Operations (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 CAD
Discontinued Operations 1	51.00%
Discontinued Operations 2	CAD 10,000

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Subsequent Events (Narrative) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) d mo $ / shares shares
Subsequent Events 1 | shares	8,044
Subsequent Events 2 | $ / shares	$ 0.0001
Subsequent Events 3 | shares	554,000
Subsequent Events 4 | $ / shares	$ 0.01
Subsequent Events 5	10.00%
Subsequent Events 6	$ 12,000
Subsequent Events 7	10.00%
Subsequent Events 8	$ 18,000
Subsequent Events 9	15,000
Subsequent Events 10	$ 1,500
Subsequent Events 11	10.00%
Subsequent Events 12 | mo	12
Subsequent Events 13	$ 1,500
Subsequent Events 14	65.00%
Subsequent Events 15 | d	20
Subsequent Events 16	$ 18,000
Subsequent Events 17	15,000
Subsequent Events 18	$ 1,500
Subsequent Events 19	10.00%
Subsequent Events 20 | mo	12
Subsequent Events 21	$ 1,500
Subsequent Events 22	65.00%
Subsequent Events 23 | d	20
Subsequent Events 24	10.00%
Subsequent Events 25	$ 17,000
Subsequent Events 26	65.00%

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Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1	35.00%
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2	$ 9,118,667
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3	3,191,533
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4	(346,779)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5	(121,373)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6	(8,441,773)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 7	(2,954,621)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 8	(170,943)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 9	(59,830)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 10	(7,637)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 11	(2,673)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 12	151,535
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 13	53,037
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 14	(151,535)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 15	(53,037)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 16	0
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 17	$ 0
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1		35.00%
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2		$ (1,336,574)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3		(467,801)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4		87,000
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5		30,450
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6		31,642
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 7		11,075
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 8		709,644
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 9		248,376
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 10		724,071
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 11		253,425
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 12		(3,223,429)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 13		(1,128,200)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 14		3,439,212
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 15		(1,052,676)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 16		(3,439,212)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 17		1,052,676
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 18		0
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 19		$ 0

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Schedule of Summary of Convertible Promissory Note (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 1	$ 67,913
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 2	(13,140)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 3	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 4	54,773
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 5	29,394
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 6	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 7	(22,755)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 8	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 9	6,639
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 10	540,498
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 11	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 12	(46,408)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 13	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 14	494,090
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 15	37,243
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 16	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 17	(5,200)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 18	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 19	32,043
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 20	75,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 21	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 22	(20,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 23	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 24	55,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 25	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 26	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 27	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 28	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 29	29,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 30	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 31	(3,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 32	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 33	26,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 34	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 35	36,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 36	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 37	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 38	36,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 39	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 40	30,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 41	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 42	30,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 43	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 44	27,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 45	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 46	27,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 47	879,048
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 48	93,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 49	(110,503)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 50	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 51	861,545
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 52	(345,054)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 53	(264,341)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 54	533,994
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 55	597,204
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 56	533,994
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 57	597,204
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 58	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 59	$ 0

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions AS On August 03, 2015 (Details)	3 Months Ended
	Sep. 30, 2015
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On August 03, 2015 1	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On August 03, 2015 2	269.35%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On August 03, 2015 3	0.17%

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions AS On September 09, 2015 (Details)	3 Months Ended
	Sep. 30, 2015
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On September 09, 2015 1	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On September 09, 2015 2	275.84%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On September 09, 2015 3	0.39%

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions AS On September 30, 2015 (Details)	3 Months Ended
	Sep. 30, 2015
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On September 30, 2015 1	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On September 30, 2015 2	375.79%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions As On September 30, 2015 3	0.33%

XML

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	3 Months Ended
	Sep. 30, 2015
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 2	0.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 3	375.79%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 4	258.89%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 5	8.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 6	0.64%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 7	11.00%
Convertible Promissory Notes Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 8	64.00%

XML

Schedule of Changes in Fair Value of Convertible Promissory Notes (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 1	$ 3,006,171
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 2	1,227,384
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 3	(3,174,990)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 4	527,883
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 5	1,646,448
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 6	414,024
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 7	(200,856)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 8	7,589,738
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 9	9,449,354
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 10	$ 7,589,738

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Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions (Details)	3 Months Ended
	Sep. 30, 2015
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 2	0.00%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 3	356.75%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 4	288.96%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 5	92.00%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 6	1.37%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 7	1.01%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 8	1.63%

XML

Schedule of Stockholders' Equity Warrants Activity (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) yr
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 1	$ 15,204
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 2	242.57
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 3 | yr	2.62
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 4	$ 19,104
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 5	236.92
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 6 | yr	4.46
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 7	$ (5,927)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 8	257.08
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	$ (1,289)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 14	240.00
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 15	$ 0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 16	$ 27,092
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 17	100.98
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 18 | yr	3.79
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 19	$ 0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 20	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 21	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 22	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 23	0
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	$ 27,092
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 32	100.98
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 33 | yr	3.54

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Schedule of Changes in Fair Value of Financial Liabilities (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 1	$ 5,416,000
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 2	791,407
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 3	(2,730,022)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 4	(3,334,009)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 5	143,376
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 6	0
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 7	0
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 8	852,035
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 9	995,411
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 10	$ 852,035

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Schedule of Discontinued Operations, Consolidated Statements of Operations and Comprehensive Loss (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 1	$ 30
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 2	0
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 3	16,067
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 4	(54,074)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 5	(164,638)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 6	(54,074)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 7	$ (148,571)

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Schedule of Discontinued Operations, Consolidated Balance Sheets (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 1	$ 23,820
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 2	46,731
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 3	22,679
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 4	28,160
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 5	0
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 6	0
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 7	0
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 8	(60,178)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 9	46,499
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 10	14,713
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 11	6,236
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 12	$ 6,696

XML

Schedule of Effect on Condensed Consolidated Balance Sheet (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) shares
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 1	$ 64,099
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 2	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 3	64,099
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 4	13,421
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 5	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 6	13,421
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 7	20,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 8	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 9	20,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 10	2,788
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 11	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 12	2,788
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 13	14,713
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 14	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 15	14,713
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 16	115,021
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 17	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 18	115,021
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 19	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 20	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 21	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 22	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 23	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 24	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 25	115,021
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 26	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 27	115,021
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 28	65,962
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 29	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 30	65,962
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 31	3,134
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 32	140,241
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 33	143,375
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 34	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 35	1,646,448
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 36	1,646,448
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 37	115,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 38	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 39	115,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 40	300,887
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 41	233,107
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 42	533,994
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 43	60,022
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 44	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 45	60,022
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 46	6,696
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 47	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 48	6,696
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 49	551,701
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 50	2,087,796
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 51	$ 2,571,497
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 52 | shares	100,000,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 53	$ 0.001
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 54 | shares	10,000,000,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 55	$ 0.001
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 56 | shares	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 57	$ 0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 58	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 59	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 60	$ 0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 61 | shares	7,574,353
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 62	$ 47,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 63	7,575
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 64	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 65	7,575
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 66	43,165,743
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 67	4,217,489
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 68	47,383,232
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 69	(29,484)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 70	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 71	(29,484)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 72	(43,267,064)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 73	(6,237,285)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 74	(49,504,349)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 75	(123,230)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 76	(2,019,796)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 77	(2,143,026)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 78	(313,450)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 79	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 80	(313,450)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 81	(436,680)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 82	(2,019,796)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 83	(2,456,476)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 84	115,021
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 85	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Balance Sheet 86	$ 15,021

XML

Schedule of Effect on Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 1	$ 16,067
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 2	(16,067)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 3	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 4	15,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 5	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 6	15,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 7	502,629
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 8	(164,638)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 9	337,991
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 10	517,629
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 11	(164,638)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 12	352,991
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 13	(501,562)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 14	148,571
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 15	(352,991)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 16	(1,562,421)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 17	838,350
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 18	(724,071)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 19	2,458,446
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 20	764,983
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 21	3,223,429
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 22	(397,070)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 23	397,070
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 24	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 25	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 26	(709,644)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 27	(709,644)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 28	48,423
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 29	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 30	48,423
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 31	45,816
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 32	1,439,329
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 33	1,485,145
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 34	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 35	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 36	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 37	45,816
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 38	1,439,329
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 39	1,485,145
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 40	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 41	(148,571)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 42	(148,571)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 43	45,816
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 44	1,290,758
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 45	1,336,574
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 46	(72,800)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 47	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 48	(72,800)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 49	118,616
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 50	1,290,758
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 51	$ 1,409,374
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 52	0.00
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 53	$ 3,387
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 54	22.24
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 55	$ 253,441,532
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 56	(253,378,172)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 57	63,360
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 58	45,816
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 59	1,290,758
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 60	1,336,574
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 61	(1,864)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 62	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 63	(1,864)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 64	43,952
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 65	1,290,758
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 66	1,334,710
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 67	(72,800)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 68	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 69	(72,800)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 70	116,752
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 71	1,290,758
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statement Of Operations And Comprehensive Income (loss) 72	$ 1,407,510

XML

Schedule of Effect on Condensed Consolidated Statements of Cash Flows (Details)	3 Months Ended
	Sep. 30, 2015 USD ($)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 1	$ 45,816
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 2	1,439,329
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 3	1,485,145
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 4	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 5	(148,571)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 6	(148,571)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 7	(48,423)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 8	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 9	(48,423)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 10	87,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 11	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 12	87,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 13	1,478,356
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 14	(838,350)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 15	640,006
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 16	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 17	709,644
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 18	709,644
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 19	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 20	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 21	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 22	31,642
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 23	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 24	31,642
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 25	(2,458,446)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 26	(764,983)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 27	(3,223,429)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 28	397,070
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 29	(397,070)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 30	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 31	4,147
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 32	(4,147)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 33	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 34	18,976
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 35	(2,366)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 36	16,610
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 37	52,423
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 38	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 39	52,423
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 40	101,391
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 41	(62,110)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 42	39,281
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 43	(290,048)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 44	(68,623)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 45	(358,671)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 46	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 47	65,941
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 48	65,941
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 49	(290,048)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 50	(2,682)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 51	(292,730)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 52	400,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 53	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 54	400,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 55	400,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 56	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 57	400,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 58	(1,864)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 59	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 60	(1,864)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 61	108,088
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 62	(2,684)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 63	105,406
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 64	69,732
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 65	(12,100)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 66	57,632
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 67	177,820
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 68	(14,782)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 69	163,038
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 70	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 71	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 72	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 73	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 74	986,034
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 75	(462,368)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 76	523,666
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 77	215,385
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 78	(215,385)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 79	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 80	766,675
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 81	1,605,259
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 82	2,371,934
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 83	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 84	919,506
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 85	919,506
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 86	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 87	367,333
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 88	367,333
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 89	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 90	1,007,232
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Cash Flows 91	$ 1,007,232

XML

Schedule of Effect on Condensed Consolidated Statements of Changes in Stockholders Deficit (Details)	3 Months Ended
	Sep. 30, 2015 USD ($) shares
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 1	$ 38,573,856
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 2	538,043
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 3	39,111,899
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 4	3,636,984
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 5	(1,457,586)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 6	2,179,398
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 7	767,879
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 8	1,962,041
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 9	2,729,920
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 10	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 11	3,174,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 12	3,174,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 13	43,165,743
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 14	4,217,488
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 15	47,383,231
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 16	(40,821,871)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 17	(6,166,108)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 18	(46,987,979)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 19	(2,445,193)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 20	(71,176)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 21	(2,516,369)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 22	(43,267,064)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 23	(6,237,283)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 24	(49,504,347)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 25	(2,355,136)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 26	$ (5,628,065)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 27 | shares	(7,983,201)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 28	$ 118,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 29	118,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 30	68,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 31	68,000
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 32	767,981
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 33	1,962,039
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 34	2,730,020
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 35	3,644,405
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 36	(1,457,585)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 37	2,186,820
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 38	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 39	3,174,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 40	3,174,990
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 41	38
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 42	0
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 43	38
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 44	(23,715)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 45	(23,715)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 46	(2,657,243)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 47	(71,176)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 48	(2,728,419)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 49	(436,680)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 50	(2,019,797)
Restatement To Previously Issued Financial Statements Schedule Of Effect On Condensed Consolidated Statements Of Changes In Stockholders Deficit 51	$ (2,456,477)