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: March 31, 2017

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[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

As of May 19, 2017, there were 2,089,152,021 shares of registrant’s common stock outstanding.

2

LITHIUM EXPLORATION GROUP, INC.
FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2017

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
ITEM 1	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2017 (unaudited) and June 30, 2016	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended March 31, 2017 and 2016	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended March 31, 2017	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and 2016	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	47
ITEM 4.	Controls and Procedures	47
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	49
ITEM 1A.	Risk Factors	50
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
ITEM 3.	Defaults Upon Senior Securities	51
ITEM 4.	Mine Safety Disclosures	51
ITEM 5.	Other Information	51
ITEM 6.	Exhibits	52
SIGNATURES		57

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PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LITHIUM EXPLORATION GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31,			June 30,
		2017			2016
		(unaudited)
ASSETS
Current
Cash and cash equivalents	$	196,221		$	25,208
Prepaid expenses		1,100			2,788
Current assets held for sale (Note 12)		19,496			20,011
Total current assets		216,817			48,007
Deposit on PetroChase Inc. Investment (Note 6)		250,000			-
Total Assets	$	466,817		$	48,007
LIABILITIES AND DEFICIT
Current
Accounts payable and accrued liabilities	$	159,649		$	211,813
Litigation Provision (Note 13)		42,944			-
Promissory notes payable (Note 7)		30,000			-
Derivative liability – convertible promissory notes (Note 8)		3,376,672			1,162,058
Derivative liability – warrants (Note 8)		551,242			268,611
Due to related party (Note 9)		115,000			115,000
Convertible promissory notes – net of unamortized debt discount (Note 8)		2,245,962			619,769
Accrued interest – convertible promissory notes (Note 8)		127,900			137,936
Current liabilities held for sale (Note 12)		6,280			6,420
Total Current Liabilities		6,655,649			2,521,607
Commitments and contingencies
DEFICIT
Lithium Explorations Group, Inc. Stockholders’ Deficit
Capital stock (Note 3)
Authorized:         100,000,000 preferred shares, $0.001 par value         10,000,000,000 (June 30, 2016 – 2,000,000,000) common shares, $0.001 par value        Issued and outstanding:         Nil preferred shares (June 30, 2016 – Nil)         1,334,479,557 common shares (June 30, 2016 – 119,772,784)		1,334,480			- 119,773
Additional paid-in capital		49,620,663			48,598,773
Accumulated other comprehensive loss		(33,984	)		(33,731	)
Accumulated deficit		(56,757,946	)		(50,806,439	)
Total Lithium Exploration Group, Inc. Stockholders’ Deficit		(5,836,787	)		(2,121,624	)
Non-controlling interest		(352,045	)		(351,976	)
Total Deficit		(6,188,832	)		(2,473,600	)
Total Liabilities and Deficit	$	466,817		$	48,007

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

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

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

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

5

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

	Common Shares				Additional			Accumulated
					Paid-in			Other			Accumulated
					Capital			Comprehensive			Deficit			Non-controlling			(Deficit)
	Number of		Amount		$			Loss			$			Interest			$
	Shares		$					$						$
Balance – June 30, 2016	119,772,784	$	119,773	$	48,598,773		$	(33,731	)	$	(50,806,439	)	$	(351,976	)	$	(2,473,600	)
Common shares issued for debt conversion and interest	1,214,706,773		1,214,707		(450,077	)		-			-			-			764,630
Derivative liability transferred to additional paid in capital on conversion of note	-		-		1,471,967			-			-			-			1,471,967
Foreign currency translation loss	-		-		-			(253	)		-			-			(253	)
Net loss for the period	-		-		-			-			(5,951,507	)		(69	)		(5,951,576	)
Balance – March 31, 2017	1,334,479,557	$	1,334,480	$	49,620,663		$	(33,984	)	$	(56,757,946	)	$	(352,045	)	$	(6,188,832	)

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

6

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

		Nine Months Ended			Nine Months Ended
		March 31,			March 31,
		2017			2016
Cash Flows from Operating Activities
Net loss from continuing operations	$	(5,951,435	)	$	(913,121	)
Loss from discontinued operations		(141	)		(78,860	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Non-cash interest expense		2,229,270			629,248
Common shares issued for interest		75,633			-
Gain (loss) on disposal of business operation		-			(7,468	)
Loss on settlement of debt		42,944			-
Bad debt written-off					20,000
(Gain) on change in the fair value of derivative liability		(68,275	)		(576,533	)
Amortization of debt discount		1,144,229			399,010
Loss on extinguishment of debt and derivative liabilities		1,527,301			-
Changes in operating assets and liabilities:
Receivable, net		-			13,421
Prepaid expenses		1,688			-
Accrued interest		148,741			70,471
Accounts payable and accrued liabilities		(52,164	)		105,644
Net cash used in operating activities from continuing operations		(902,209	)		(338,188	)
Net cash provided by operating activities from discontinued operations		375			51,338
Net cash used in operating activities		(901,834	)		(286,850	)
Cash Flows from Investing Activities
Investment in PetroChase Inc.		(250,000	)		-
Net cash used in investing activities		(250,000	)		-
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes, net		1,323,100			238,000
Net cash provided by financing activities		1,323,100			238,000
Effect of foreign exchange		(253	)		(7,947	)
Increase (decrease) in cash and cash equivalents		171,013			(56,797	)
Cash and cash equivalents - beginning of period		25,208			64,098
Cash and cash equivalents - end of period	$	196,221		$	7,301
Supplementary disclosure of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Supplementary non- cash Investing and Financing Activities:
Common stock issued for debt conversion	$	688,996		$	151,166
Derivative liability re-classed to additional paid in capital	$	1,471,967		$	302,262
Debt discount on issuance of convertible note and warrants	$	2,218,019		$	230,005
Initial derivative liability on note issuance	$	4,447,289		$	836,980
Interest reclassed to convertible note	$	158,778		$	5,680
Re-classification of discontinued assets and liabilities to additional paid in capital	$	-		$	60,188

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

7

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

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.

On September 9, 2016, the Company acquired 100% interest in Black Box Energy, Inc. (Black Box Energy”) a company incorporated in the state of Nevada.

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

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

2. Significant Accounting Policies

Basis of presentation and consolidation

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

8

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

Principal of Consolidation

The unaudited condensed financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd., its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Bluetap Resources Ltd.), and its 100% interest in Black Box Energy. Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework. Note that no transactions occurred within Black Box Energy for the nine months ended March 31, 2017.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $196,221 and $25,208 in cash and cash equivalents at March 31, 2017 and June 30, 2016, 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 March 31, 2017 and June 30, 2016, the Company had no deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid expenses

Prepaid expenses consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

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.

9

Concentrations of Credit Risk

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

Non-controlling Interest

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

Related Parties

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

Net Income or (Loss) per Share of Common Stock

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

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive. The total number of potential no. of dilutive shares is 2,938,230,749 at the period ending March 31, 2017.

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.

10

Translation of Foreign Operations

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

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

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated 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 March 31, 2017 closing rate at 0.7519 CDN$: US$, average rate at 0.7571 CDN$: US$ and for the year ended June 30, 2016 closing rate at 0.769 CDN$: US$, average rate at 0.7761 CDN$: US$. For the period ending March 31, 2016 closing rate at 0.771 CDN$: US$, average rate at 0.7468 CDN$: US$

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 March 31, 2017 and June 30, 2016, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

The 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 consolidated statements of operations and comprehensive loss. Upon exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity.

11

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 result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption.

Fair Value of Financial Instruments

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

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

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.

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

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

Income Taxes

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

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

Receivables

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

Recent Accounting Pronouncements

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

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

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

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

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

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

In connection with its financial instruments project, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments in June 2016 and ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities in January 2016.

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

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

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

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

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

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

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

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

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. 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.

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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 year ended June 30, 2016:

During the year ended June 30, 2016, the Company issued 109,612,491 shares upon conversion of the convertible promissory notes and accrued interest, valued at $476,901.

The Company also issued 2,577,896 shares, valued at $22,476 on cashless exercise of warrants during the year ended June 30, 2016.

For the period ended March 31, 2017:

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

4. Provision for Income Taxes

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

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 31, 2006 (date of inception) through March 31, 2017 of approximately $16,320,558 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $1,000,333 and $464,277 during the periods ended March 31, 2017 and 2016 respectively.

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

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

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		For the nine months ended March 31, 2017
		Amount			Tax Effect (35%)
Loss before income tax	$	5,951,435		$	2,083,002
Shares issued for interest expenses		(75,633	)		(26,472	)
Non-cash interest expense		(2,229,270	)		(780,244	)
Loss on change in fair value of derivative liability - convertible notes and warrants and extinguishment of debt		(1,459,026	)		(510,659	)
Amortization of debt discount		(1,144,229	)		(400,480	)
Loss on settlement of debt		(42,944	)		(15,030	)
Total		1,000,333			350,117
Valuation allowance		(1,000,333	)		(350,117	)
Net deferred tax asset (liability)	$	-		$	-

		For the nine months ended March 31, 2016
		Amount			Tax Effect (35%)
Net loss	$	913,121			319,592
Non-cash interest expense		(699,718	)		(244.901	)
Gain on change in fair value of derivative liability		576,533			201,787
Amortization of debt discount		(399,010	)		(139,438	)
Impairment		7,468			2,614
Total		398,393			139,438
Valuation allowance		(398,393	)		(136,438	)
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;

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

Glottech Technology

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

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

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

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

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

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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. Deposits in PetroChase, Inc.

On September 9, 2016, the Company acquired 100% interest in Black Box Energy, Inc. a company incorporated in the State of Nevada. Black Box Energy will purchase 50% of the working interest in the McKean County Project from PetroChase, Inc. The consideration paid for the 50% interest in McKean County Project, is in the following amounts:

• First Payment made on 09/09/2016 for an amount of $125,000;
• Second Payment made on 09/16/2016 for an amount of $125,000; and
• Management Fees Payment for an amount of $30,000 within 90 days after the Second Payment.

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

7. Promissory Notes

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

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

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

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8. Convertible Promissory Notes

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

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

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

21

8. Convertible Promissory Notes – Continued

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

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 $90,498 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

The initial fair values of the embedded debt derivative $78,957 was allocated as a debt discount of the note with the remainder $11,542 was charged to current period operations as interest expense.

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

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 $74,334 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

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

22

On October 19, 2016 Company issued an aggregate of $35,000 Convertible Promissory Notes with no issuance costs that matures on October 19, 2017. These notes bear 8% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 65% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

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

The initial fair values of the embedded debt derivative $18,846 was allocated as a debt discount of the note with the remainder $25,247 was charged to current period operations as interest expense.

On October 27, 2016 Company issued an aggregate of $48,400 Convertible Promissory Notes with issuance cost of $8,400 that matures on October 27, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

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

The initial fair values of the embedded debt derivative $27,583 was allocated as a debt discount up to the proceeds of the note and no amounts allocated to interest expense.

On October 31, 2016 Company issued an aggregate of $163,334 Convertible Promissory Notes with issuance cost of $16,334 that matures on October 31, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

23

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

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

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

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

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

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

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

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

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

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

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

24

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

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

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

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

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

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

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

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

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

25

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

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

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

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

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

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

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

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

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

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

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

26

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

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

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

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

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

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

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

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

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

27

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

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

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

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

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

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

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

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

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

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

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

28

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

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

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

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

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

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

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

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

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

29

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

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

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

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

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

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

Derivative Liability - Debt

The fair value of the described embedded derivative on all debt was valued at $3,376,673 and $1,162,058 at March 31, 2017 and June 30, 2016, respectively, which was determined using the Black Scholes Model with the following assumptions:

	March 31, 2017	June 30, 2016
Dividend yield:	0 %	0%
Volatility	264.4 – 284.4 %	346.6 – 453.3%
Risk free rate:	1.03 %	0.39%-0.66%

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

During the period ended March 31, 2017 and year ended June 30, 2016 the Company reclassed the derivative liability of $1,471,967 and $768,175, respectively, to additional paid in capital on conversion of convertible note.

8. 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 March 31, 2017 and June 30, 2016:

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

Derivative Liability- Warrants

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

During the period ended March 31, 2017 and the year ended June 30, 2016 no warrants were issued along with convertible note.

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

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

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Exercised	(120	)		280.00	-
Issued	-			-	-
Expired	-			-	-
Cancelled	-			-	-
Balance, June 30, 2016	26,972		$	100.20	2.79 years
Exercised	-			-	-
Issued	-			-	-
Expired	(550	)		280.00	-
Cancelled	(10,834	)		164.80	-
Balance, March 31, 2017	15,588		$	213.50	2.76 years

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

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

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

During the period ended March 31, 2017 and June 30, 2016 the Company reclassed the derivative liability on warrants of $Nil and $22,476, respectively, to additional paid in capital on exercise of warrants.

9. Related Party Transactions

During the nine months ended March 31, 2017, the Company incurred consulting fees of $65,000 (March 31, 2016 - $1,115) and during the three months ended March 31, 2017, the Company incurred consulting fees of $24,000 (March 31, 2016 - $nil) with directors and officers out of which there were no stock payments.

As of March 31, 2017, the Company repaid to a director for a non-interest bearing demand loan of $nil (Note 10) (June 30, 2016 – payable $nil). The balance outstanding for this loan is $115,000.

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

10. Going Concern and Liquidity Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at March 31, 2017, the Company had a working capital deficiency of $6,438,832 (June 30, 2016 - $2,473,600) and an accumulated deficit of $56,757,946 (June 30, 2016 - $50,806,439). 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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11. Commitments and Contingencies

Employment Agreements

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

Consulting Agreements

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

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

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

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

Lease Commitment

On May 25, 2016, the Company entered into a sublease agreement for a term of twelve months and expiring on May 30, 2017. Future minimum rental payments required under operating lease (exclusive of other additional rent payments) are $5,993.

Litigation

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

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

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

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

12. Discontinued Operations

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

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

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

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

Consolidated Balance Sheets		March 31, 2017		June 30, 2016
Current assets:
Cash and cash equivalents	$	1,195	$	1,301
Receivable, net		637		651
Prepaid expenses		1,782		1,822
GST Receivable		15,882		16,237
	$	19,496	$	20,011
Current liabilities:
Accounts payable	$	6,280	$	6,420

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13. Provisions

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

The lawsuit was subsequently settled on April 6, 2017 for 90,000,000 shares of the Company’s common stock.

Under the terms of ASC 450-20, management must assess the likelihood of loss and determine whether any liability should be accrued with connection to the lawsuit. The Company evaluated the terms and determined that the most representative accrual was the fair value of the settled shares, less the fair value $42,944, which was recorded on the statement of operations.

14. Subsequent Events

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

Joint Development and Option Agreement

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

Convertible Secured Redeemable Notes

On April 4, 2017 the Company issued an aggregate of $141,627 Convertible Secured Redeemable Note that matures on April 4, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

On May 2, 2017 the Company issued an aggregate of $28,600 Convertible Secured Redeemable Note that matures on May 2, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

On May 5, 2017 the Company issued an aggregate of $28,600 Convertible Secured Redeemable Note that matures on May 5, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

On May 17, 2017, the Company issued an aggregate of $687,850 Convertible Promissory Notes that mature on May 15, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at the lesser of $0.005 per share or at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

Conversions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Forward-Looking Statements

            This report contains forward-looking statements. The following discussion should be read in conjunction with the financial statements and related notes contained in our Annual Report on Form 10-K, as filed with the Securities & Exchange Commission on October 18, 2016. Certain statements made in this discussion are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are projections in respect of future events or financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements made in a quarterly report on Form 10-Q may include statements about our:

• ability to continue as a going concern;

• ability to obtain sufficient capital or strategic business arrangements to maintain our operations and realize our business plan;

• the marketability of natural resources and how that will be affected by numerous factors beyond our control, which may result in us not receiving an adequate return on invested capital to be profitable or viable;

• belief that exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuation of our operations;

• belief that any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability;

• expenditures not resulting in commercially successful products;

• ability to attract and retain key scientific or management personnel and to expand our management team;

• accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing; and

• extensive industry regulation, and how that will continue to have a significant impact on our business.

            These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended June 30, 2016, as filed with the Securities & Exchange Commission on October 18, 2016, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance 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 or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The Company is under no duty to update any forward-looking statements after the date of this report to conform these statements to actual results.

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

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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 Financial Industry Regulatory Authority (“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 FINRA effective September 30, 2015. Our authorized capital was not affected by the reverse stock split.

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

Corporate History

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

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

            On October 18, 2013, we completed, through our then wholly owned subsidiary, Alta Disposal Ltd. (formerly 1617437 Alberta Ltd.), an Alberta, Canada corporation, the acquisition of 51% of the shares of Blue Tap Resources Inc. for total payment of CAD$466,547. As of September 30, 2013, CAD$300,000 (US$294,908) was paid regarding the acquisition. As a result of the acquisition, Blue Tap Resources Inc. became 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. Effective September 4, 2015, we 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).

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

            On March 1, 2014, Alta Disposal, our wholly-owned subsidiary, entered into a share purchase agreement with Tero and Garry Hofmann, the sole shareholder of Tero. Pursuant to the agreement, Mr. Hofmann agreed to sell and we agreed to purchase 50% of the issued and outstanding common shares of Tero in exchange for an aggregate of CAD$1,000,000. As part of the share purchase by Alta Disposal, on February 22, 2014, Tero declared a dividend in the amount of $307,104, payable to Mr. Hofmann by way of a promissory note. As a result of the share purchase agreement, Tero is now a partially owned (50%) subsidiary of our company. Additionally, Alta Disposal, Tero and Mr. Hofmann entered into an option agreement entitling Alta Disposal to purchase up to an additional 25% of the issued and outstanding common shares of Tero from Mr. Hofmann, exercisable at a price of $500,000 for a period of one year. On May 1, 2015, our company entered into a share purchase agreement with an individual and disposed of our 50% interest in Tero in consideration for $300,000.

            On October 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.

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            On January 19, 2015, we received written consent from our 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. The reverse stock split was reviewed and approved for filing by FINRA, effective February 25, 2015, and we were assigned CUSIP number 53680P209, effective that same date. Our authorized capital was not affected by the reverse stock split.

            On June 22, 2015, in accordance with our Articles of Incorporation, our Board of Directors designated 250,000 of our 100,000,000 authorized shares of Preferred Stock as “Series A Preferred Stock”, par value $0.001, (the “Series A Preferred”). The Series A Preferred ranks senior to our common stock, carrying general voting rights with the common stock at the rate of 62 votes per Series A Preferred share. The Series A Preferred will be deemed cancelled within one year of issuance and are not entitled to share in dividends or other distributions. So long as any shares of Series A Preferred are outstanding, the affirmative vote of not less than 75% of those outstanding shares of Series A Preferred will be required for any change to our Articles of Incorporation. As of March 31, 2017, there are zero shares of Series A Preferred outstanding.

            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 a $708,000 loan to our Company. Pursuant to the settlement agreement, JDF Capital Inc. and its assign, Blue Citi LLC, agreed to release and discharge their general security interest in consideration of the issuance of 130,000 shares of Series A Preferred. These shares were subsequently cancelled on December 5, 2015.

            On July 13, 2015, our Board of Directors approved an increase in 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 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 the Securities and Exchange Commission (the “SEC”) on August 6, 2015. On September 9, 2015, we filed with the Nevada Secretary of State a Certificate of Amendment to our Articles of Incorporation 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 stock split was reviewed and approved for filing by FINRA, effective September 30, 2015, and we were assigned CUSIP number 53680P308, effective that same date.

            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.

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

            For the nine months ended March 31, 2017, our company has received various loans from unrelated third parties 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. All of the loans, convertible promissory notes, and warrants include terms that make them subject to the share splits.

Loan Agreements

Loan with Inlight Capital Partners

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

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Loan with VES Investment Trust

            On April 19, 2016, we entered into a securities purchase agreement with VES Investment Trust (“VES”) pursuant to which VES had purchased a convertible promissory note dated April 19, 2016 in the aggregate principal amount of up to $30,000. As at October 18, 2016, there was $30,000 in unpaid principal on the note, plus accrued interest. On October 18, 2016, we entered into a debt settlement agreement with VES pursuant to which we agreed to pay to VES $60,000 in two equal installments on January 2, 2017 and April 19, 2017, respectively. We paid both of these installments on January 30, 2017 and April 10, 2017, respectively.

Loans with JDF Capital Inc.

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

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

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

            On September 27, 2016, we entered into a loan agreement with JDF, pursuant which JDF acquired a 10% convertible note with an aggregate face value of $64,900, with an issuance discount of $5,900 and legal fees of $4,000. The note matures in one year. The holder is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of common stock in the Company at a price equal to the lesser of $0.005 or a 50% discount of the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

            On October 10, 2016, we entered into a securities purchase agreement with JDF. Pursuant to the terms of the agreement, JDF acquired a 10% original issue discount convertible note with an aggregate face value of $102,369 in consideration for $93,062.50. The note matures in one year. The holder is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

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

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

            On December 23, 2016, we issued a $45,100 convertible promissory note to JDF with issuance costs of $7,600 that matures on December 23, 2017. The note bears 10% interest per annum and the holder is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

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

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

            On February 3, 2017, we entered into a securities purchase agreement with JDF. Pursuant to the terms of the agreement, JDF acquired a 10% original issue discount convertible note with an aggregate face value of $80,850, including a 10% issuance discount of $7,350, and $5,000 in legal fees deducted from the amount funded. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

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

            On March 20, 2017, we entered into a securities purchase agreement with JDF. Pursuant to the terms of the agreement, JDF acquired a 10% original issue discount convertible note with an aggregate face value of $85,800, including a 10% issuance discount of $7,800, and $3,000 in legal fees deducted from the amount funded. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date of conversion into shares of our common stock at a 50% discount to the lowest trading price occurring during the twenty trading days prior to the notice of conversion.

Loans with Concord Holding Group LLC

            On September 07, 2016, we entered into an agreement with Concord Capital Group LLC (“Concord”). Pursuant to the terms of the agreement, the investor acquired a 10% convertible note with an aggregate face value of $116,000, with an issuance discount of $11,600. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of the of common stock in the Company at a price equal to the lesser of $0.005 or a 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

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            On September 08, 2016, we entered into an agreement with Concord. Pursuant to the terms of the agreement, the investor acquired a 10% convertible note with an aggregate face value of $27,778, with an issuance discount of $2,778. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of common stock in the Company at a price equal to the lesser of $0.005 or a 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

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

            On September 15, 2016, we entered into an agreement with Concord. Pursuant to the terms of the agreement, the investor acquired a 10% convertible note with an aggregate face value of $257,778, with an issuance discount of $25,778. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of common stock in the Company at a price equal to the lesser of $0.005 or 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

            On September 29, 2016, we entered into an agreement with Concord. Pursuant to the terms of the agreement, the investor acquired a 10% convertible note with an aggregate face value of $61,112, with an issuance discount of $6,112. The note matures in one year. The holder of this note is entitled, at its option, to convert all or a part of the principal outstanding at the date into shares of common stock in the Company at a price equal to the lesser of $0.005 or 50% discount to the lowest trading price of the common stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a notice of conversion is received.

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

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

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

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

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

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

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

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

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

Other Transactions

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

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

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

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

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

Results of Operations

            The following provides selected financial data about our company for the three and nine months ended March 31, 2017 and 2016.

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

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

            We generated no revenues during the three months ended March 31, 2017. Operating expenses for the three months ended March 31, 2017 increased by $298,151 compared to the same period in 2016, primarily as a result of an increase in selling, and general and administrative expenses. We had net losses of $3,147,953 and $128,564 for the three-month periods ended March 31, 2017 and 2016, respectively, due primarily to interest expense and the amortization of debt discount related to the convertible promissory notes.

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

		Nine Months Ended
		March 31,			March 31,
		2017			2016
Revenue	$	-		$	-
Operating expenses		842,228			378,393
Other income (expenses):
Interest expense		(2,463,008	)		(699,719	)
Gain on change in fair value of derivative liability		68,275			576,533
Amortization of debt discount		(1,144,229	)		(399,010	)
Loss on settlement of warrants		(42,944	)		-
Bad-debt write off		-			(20,000	)
Loss on disposal of business operations		-			7,468
Loss on extinguishment of liability		(1,527,301	)		-
Loss from discontinued operations		(141	)		(78,860	)
Net Income	$	(5,951,576	)	$	(913,121	)

            We generated no revenues during the nine months ended March 31, 2017. Operating expenses for the nine months ended March 31, 2017 increased by $463,835 compared to the same period in 2016, primarily as a result of an increase in selling, and general and administrative expenses. We had net losses of $5,951,576 and $913,121 for the nine month periods ended March 31, 2017 and 2016, respectively, due primarily to interest expense and the amortization of debt discount related to the convertible promissory notes, which were partially offset by gains in the fair value of the derivative liabilities during those periods.

Liquidity and Capital Resources

            The following table provides selected financial data about our company as of March 31, 2017 and June 30, 2016, respectively.

Working Capital

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

Cash Flows

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

            We had cash and cash equivalents of $196,221 as of March 31, 2017 compared to cash and cash equivalents of $25,208 as of June 30, 2016. We had a working capital deficit of $6,438,832 as of March 31, 2017 compared to a working capital deficit of $2,473,600 as of June 30, 2016.

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Going Concern

            The condensed consolidated financial statements contained in this report have been prepared assuming that the Company will continue as a going concern. We have cumulative net losses through March 31, 2017 of $56,757,946, as well as negative cash flows from operating activities. Management estimates that the cash and cash equivalents balance as of March 31, 2017 of $196,221 will allow the Company to continue its operations and activities for a period of one or two quarters without additional funding. Presently, the Company does not have sufficient cash resources to meet its plans through this fiscal year. These factors raise substantial doubt about our ability to continue as a going concern. Management is in the process of evaluating various financing alternatives for operations, as we will need to finance future development of our business plan and for general and administrative expenses.

            The interim condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The report of our auditors for our audited consolidated financial statements for the fiscal year ended June 30, 2016 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. Our continuation as a going concern is dependent on our ability to obtain additional financing as may be required and ultimately to attain profitability.

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

Anticipated Cash Requirements

            We estimate that our operating expenses through the balance of this fiscal year ended June 30, 2017 will be as follows. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital.

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

Future Financing

            We will require additional funds to implement our growth strategy for our business. If we raise additional funds through the issuance of equity or equity-linked securities, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our future plans for developing our business and achieving commercial revenues. If we are unable to obtain the necessary capital when needed, we may have to cease operations. There can be no assurance that additional financing will be available when needed or, if available, that can be obtained on commercially reasonable terms.

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

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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.

Critical Accounting Policies and Estimates

            Our significant accounting policies are more fully described in the notes to our financial statements included herein for the quarter ended March 31, 2017 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2016.

Recently Adopted Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

            The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s president and chief executive officer (who is the Company’s principal executive officer) and the Company’s chief financial officer, treasurer, and secretary (who is the Company’s principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating the Company’s disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company’s management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The ineffectiveness of the Company’s disclosure controls and procedures was due to material weaknesses identified in the Company’s internal control over financial reporting, described below.

Management’s Report on Internal Control over Financial Reporting

            Management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our management, with the participation of the Company’s principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. This assessment included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company’s management concluded its internal control over financial reporting was not effective as of March 31, 2017. The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses which are indicative of many small companies with small number of staff:

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

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

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

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

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

Changes in Internal Control Over Financial Reporting

            During the three months ended March 31, 2017, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Settlement with Union Capital LLC

            On January 31, 2017, Union Capital LLC (“Union”) filed a complaint against our company in the United States District Court, Southern District of New York. The complaint was disclosed in our Quarterly Report on Form 10-Q filed with the SEC on February 22, 2017. The complaint related to the securities purchase agreement between Union and our Company dated March 5, 2014. Pursuant to that agreement, we issued to Union a $50,000 convertible promissory note and a share purchase warrant exercisable to purchase of 941,619 shares of our common stock at a price of $0.531 per share ($49,999.96 in the aggregate), subject to adjustment.

            The complaints alleged, among other facts, that:

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

            Accordingly, Union sought the following relief:

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

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

Complaint against Petro Chase, Inc. et al.

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

Background

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

49

Allegations

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

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

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

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

ITEM 1A. RISK FACTORS

            An investment in the Company’s common stock involves a number of very significant risks. You should carefully consider the risk factors included in the “Risk Factors” section of the Annual Report on Form 10-K for the year ended June 30, 2016, as filed with the Securities & Exchange Commission on October 18, 2016, in addition to other information contained in those reports and in this quarterly report in evaluating the Company and its business before purchasing shares of our common stock. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.

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

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

50

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None.

ITEM 4. MINE SAFETY DISCLOSURES

          Not applicable.

ITEM 5. OTHER INFORMATION

None.

51

ITEM 6. EXHIBITS

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

52

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

53

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

54

10.57	Securities Purchase Agreement dated September 27, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.58	Convertible Promissory Note dated September 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.59	Securities Purchase Agreement dated October 10, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.60	Convertible Promissory Note dated October 10, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017).
10.61	Convertible Promissory Note dated October 19, 2016 to Inlight Capital Partners. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.62	Securities Purchase Agreement dated October 27, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.63	Securities Purchase Agreement dated October 31, 2016 with Concord Holding Group, LLC. (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 14, 2016)
10.64	Convertible Promissory Note dated October 31, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.65	Securities Purchase Agreement dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.66	Convertible Promissory Note dated November 14, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.67	Securities Purchase Agreement dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.68	Convertible Promissory Note dated November 22, 2016 with JDF Capital Inc, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.69	Securities Purchase Agreement dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.70	Convertible Promissory Note dated November 30, 2016 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.71	Securities Purchase Agreement dated December 23, 2016 with JDF Capital Inc (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.72	Convertible Promissory Note dated December 23, 2016 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.73	Securities Purchase Agreement dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.74	Convertible Promissory Note dated January 17, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.75	Securities Purchase Agreement dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.76	Convertible Promissory Note dated January 25, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.77	Securities Purchase Agreement dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.78	Convertible Promissory Note dated January 26, 2017 with Concord Holding Group, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.79	Securities Purchase Agreement dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.80	Convertible Promissory Note dated January 27, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.81	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.82	Convertible Promissory Note dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 22, 2017)
10.83	Securities Purchase Agreement dated February 3, 2017 with JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on April 24, 2017)

55

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

*

Filed herewith.

**

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

56

SIGNATURES

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

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

57

EX-10.95

LITHIUM EXPLORATION GROUP, INC.
10% CONVERTIBLE PROMISSORY NOTE

Effective Date December 29, 2016 US $91,111.00

Due December 29, 2017

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”)

FOR VALUE RECEIVED Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of Concord Holding Group, LLC, and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Ninety One Thousand One Hun]dred and Eleven Dollars exactly (U.S. $91,111.00) on December 29, 2017 ("Maturity Date"). The Company will pay interest on the principal amount outstanding at the rate of 10% per annum, which will commence on December 29, 2016. The Company acknowledges that this Note was issued with a $9,111.00 original issue discount (“OID”) such that the issuance price was $82,000.00. 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 1080 Bergen St., Suite 240, Brook lyn, NY 11216, 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 Maturi ty 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 trans fer. 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 there with.

2.     Under all applicable laws, the Company shall be entitled to withhold any amounts from all payments it is entitled to.

3.     This Note may only be transferred or exchanged in compliance with the Securities Act of 1933, as amended ("Act") and any applicable state securities laws. All attempts transfer to a nonqualifying 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 nei ther 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 trans feree 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.

1.           4.     (a)     The Holder of this Note has the option, upon the issu ance date of the stock, 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 the lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Ex change"), for the (i) twenty prior trading days, including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price), or (ii) the twenty prior trading days immediately preceding the issuance date of this Note. The Notice of Conversion may be rescinded if the shares have not been delivered within 3 business days. The Company shall deliver the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. The Holder shall surrender this Note to the Company upon receipt of the shares of Common Stock, executed by the Holder. This will make clear the Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. The number of issuable shares will be rounded to the nearest whole share, and no fractional shares or scrip repre senting fractions of shares will be issued on conversion. 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 conver sions submitted pending this increase. In the event the Company experiences a DTC “Chill” on its shares, the conversion price discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding anything to the contrary contained in the Note (except as set forth below in this Section), the Note shall not be convertible by Investor, and Company shall not effect any conversion of the Note or otherwise issue any shares of Common Stock to the extent (but only to the extent) that Investor together with any of its affiliates would beneficially own in excess of 9.99% (the “ Maximum Percentage”) of the Common Stock outstanding. To the extent the foregoing limitation applies, the determination of whether a Note shall be convertible (visàvis other convertible, exercisable or exchangeable secu rities owned by Investor or any of its affiliates) and of which such securities shall be con vertible, exercisable or exchangeable (as among all such securities owned by Investor and its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to Company for conversion, exercise or exchange (as the case may be). No prior inability to convert a Note, or to issue shares of Common Stock, pursu ant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For purposes of this Sec tion, beneficial ownership and all determinations and calculations (including, without lim itation, with respect to calculations of percentage ownership) shall be determined in ac cordance with Section 13(e) of the 1934 Act (as defined below) and the rules and regula tions promulgated thereunder. The provisions of this Section shall be implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this Section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make chang es or supplements necessary or desirable to properly give effect to such Maximum Per centage limitation. The limitations contained in this Section shall apply to a successor holder of this Note and shall be unconditional, irrevocable and nonwaivable. For any rea son at any time, upon the written or oral request of Investor, Company shall within one (1) business day confirm orally and in writing to Investor the number of shares of Com mon Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Note. During the first six months, this Note is in effect, the Investor may not convert this Note pursuant to this paragraph. The conversion discount and lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest rate, OID, lower ceiling price or otherwise) or lookback period to another party while this note is in effect and the Holder will also get the benefit of any other term (for a example a higher prepay) granted to any third party while this Note is in effect.

(b)     Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid, by the Company, in Common Stock ("Interest Shares"). Holder may 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)     This Note may not be prepaid.

(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 re classification, 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 Com mon 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 substan tially 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 (in cluding 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 de fined in this Note, immediately prior to such Sale Event. The foregoing provisions shall sim ilarly apply to successive Sale Events. If the consideration received by the holders of Com mon 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 nonpayment, protest, notice of protest, notice of dishonor, notice of ac celeration 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 reasona ble attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.     While this Note is outstanding and to the extent the Company grants any other party more favorable investment terms (whether via interest rate, original issue discount, conversion discount or lookback period), the terms of the Note shall automati cally adjust to match those more favorable terms.

9.     If one or more of the following described "Events of Default" shall oc cur:

(a)     The Company shall default in the payment of principal or in terest 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 Compa ny herein or in any certificate or financial or other written statements heretofore or hereaf ter 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 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 bene fit 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 proper ty or business; (5) file a petition for 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 jurisdic tion 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 attach ment, or similar process, in excess of Ninety One Thousand One Hundred and Eleven dol lars ($91,111.00) 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 fifteen (15) 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 from an exchange (including the OTCBB exchange) 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 Sec tion 13, within 3 business days of the request of the Holder. If the Company does not re plenish, the request of the Holder then the conversion discount set forth in Section 4(a) shall be increased from a 50% conversion discount to a 60% conversion discount; or

(m)     The Company shall not be “current” in its filings with the Secu rities and Exchange Commission; or

(n)     The Company shall lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).

(o)     The Company is in arrears for more than 30 days with its Transfer Agent, the conversion discount shall be increased from 50% to 60%.

(p)    A default has been declared against the Company, which has not been cured in any other loan or Note agreement.

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 penal ty shall be $250 per day the shares are not issued beginning on the 4^th day after the conver sion notice was delivered to the Company. This penalty shall increase to $500 per day be ginning 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), (k), or (l) the outstanding principal due under this Note shall increase by 50%. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. Concord is waiving all defaults that would take effect through entering this agreement through Jan 1, 2017. Any default, once cured, will be considered a default going forward.

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 ac tion or proceeding.

At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares 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 no tice to the Company.

10.     In case any provision of this Note is held by a court of competent ju risdiction 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.

11.     Neither this Note nor any term hereof may be amended, waived, dis charged or terminated other than by a written instrument signed by the Company and the Holder.

12.     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 3(a)(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

13.     The Company shall reserve 90,000,000 shares of Common Stock for conversions under this Note (the “Share Reserve”). The investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note. The Company shall pay all costs associated with issu ing and delivering the shares. At all times, the reserve shall be maintained with the Trans fer Agent at four times the amount of shares required if the Note would be fully converted. If the Company defaults on these terms, the conversion discount will increase to 60%.

14.     The Company will give the Holder direct notice of any corporate ac tions, including but not limited to name changes, stock splits, recapitalizations etc. This no tice shall be given to the Holder as soon as possible under law.

15.     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 exe cuted 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 of ficer thereunto duly authorized.

Dated: December 29, 2016

LITHIUM EXPLORATION GROUP, INC.

By:
	Title: CEO

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-10.96

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 29, 2016, by and between Lithium Exploration Group, Inc., a Nevada corporation, with headquarters located at 3800 North Central Avenue, Suite 820, Phoenix, AZ 85012, (the “Company”), and Concord Holding Group, LLC, A New York limited liability company with its executive offices located at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (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 form attached hereto as Exhibit A in the aggregate principal amount of $91,111.00 which shall contain a $9,111.00 OID such that the issuance price shall be $82,000.00 plus interest and penalties if any become due and payable on December 29, 2017, convertible into shares of common stock, $0.001 par value per share, 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 the Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

_____
Company Initials

b.      Form of Payment. On the Closing Date (as defined below), the (A) Buyer shall (i) 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 (B) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price and Buyer Note.

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 29, 2016, or such other mutually agreed upon time.

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.

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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.

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 re-sale 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):

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“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.”

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.

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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.

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 Over-the-Counter Quotations Bureau (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 FINRA. 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.

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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.

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, OTC Pink, or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), 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, OTC Pink, and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

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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 OTC Pink, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

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.      Registration Rights. With respect to any Company issued note owned by the Buyer, in the event the Company completes a registration statement for its securities prior to the date on which that particular note is eligible for conversion into legend free shares under Rule 144, the shares issuable upon conversion of that particular note shall be “piggybacked” onto the registration statement.

f.      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.

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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.

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.

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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, or (iv) 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 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 North Central Avenue, Suite 820
	Phoenix, AZ 85012
	Attn: Alex Walsh- CEO
If to the Buyer:
	Concord Holding Group, LLC
	1080 Bergen St., Suite 240
	Brooklyn, NY 11216
	Attn: Manager

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Each party shall provide notice to the other party of any change in address.

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.

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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
Concord Holding Group, LLC.
By: ____________________________________________
Name: Manager
AGGREGATE SUBSCRIPTION AMOUNT:
Aggregate Principal Amount of Note:	$91,111.00
Less $9,111.00 in OID, attached as Exhibit A, hereto

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EXHIBIT A
144 NOTE - $91,111

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EX-10.97

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of April 4, 2017, 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 principala mount of $141,627.20, 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 $128,752.00 (the "Purchase Amount"), which Note shall be funded on the Closing Date as described therein.

$123,800.00 of the Note shall be funded directly to the company ($128,752.00 minus $4,952.00 document prep fees) and issued by April 4, 2017 (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 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.

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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 1 0 , 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 D e c e m b e r 3 1 , 2 0 0 7 , 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 orthreatenedagainsttheCompanyoranySubsidiary.

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

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.
	4635 S Lakeshore Drive
	Tempe, AZ 85282
	Attn: Alex Walsh
PURCHASER:	JDF CAPITAL INC.
	62 E Main Street
	Freehold, NJ 07728
	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:

Alexander Walsh, Chief Executive Officer

EX-10.98

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 April 4, 2018
April 4, 2017
	Purchase Price:	USD $128,752.00
	Principal Price:	$141,627.20

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 $141,627.20(One hundred forty-one thousand and six hundred twenty-seven dollars and twenty cents) the (the "Principal Amount"), which includes the aggregate principal sum of $123,800.00 (One hundred twenty-three thousand eight hundred dollars) advanced by the Holder, $ 4 , 9 5 2 . 0 0 (Four thousand Nine hundred and fifty-two dollars) document prep fees (deducted from the amount funded) and $12,875.00 (Twelve thousand eight hundred seventy-five dollars) Original Issue Discount incurred by the Holder shall be due and payable on April 4, 2018.

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

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 April 4, 2017 (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 a 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 l iquidation, 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 (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.

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 50% 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). 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 by 10% while that “Chill” is in effect.

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").

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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.

(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.

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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.

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 u nder 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.

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(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.

(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.

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(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.

(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 anyo ne 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.

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(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) .

(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").

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(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

(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.

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(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.

(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 u nable 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:

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(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).

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.

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(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.

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.

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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.

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.

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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.

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

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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: ________________________________________________________________________

ApplicableConversion 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-10.99

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, dated as of May 2, 2017, 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"), i n t h e o r i g i n a l p r i n c i p a l a m o u n t o f $ 2 8 , 6 0 0 . 0 0 , 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 $26,000.00 (the "Purchase Amount"), which Note shall be funded on the Closing Date as described therein.

$25,000.00 of the Note shall be funded directly to the company ($26,000.00 minus $1000.00 document prep fees) and issued by May 2, 2017 (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.

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.

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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 1 0 , 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 D e c e m b e r 3 1 , 2 0 0 7 , 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 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 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 file 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 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.
	4635 S Lakeshore Drive
	Tempe, AZ 85282
	Attn: Alex Walsh
PURCHASER:	JDF CAPITAL INC.
	62 E Main Street
	Freehold, NJ 07728
	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:
Alexander Walsh, Chief Executive Officer

EX-10.100

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 May 2, 2018

May 2, 2017

Purchase Price:	USD $26,000.00
Principal Price:	$28,600.00

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 $28,600.00(Twenty -Eight Thousand and Six Hundred Dollars) the (the "Principal Amount"), which includes the aggregate principal sum of $26,000.00 (Twenty-Six Thousand Dollars) advanced by the Holder, $ 1 , 0 0 0 . 0 0 (One Thousand Dollars) document prep fees (deducted from the amount funded) and $2600.00 (Twenty-Six Hundred Dollars) Original Issue Discount incurred by the Holder shall be due and payable on May 2, 2018.

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

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 May 2, 2017 (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 a 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 l iquidation, 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 (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.

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 50% 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). 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 by 10% while that “Chill” is in effect.

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.

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(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.

(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.

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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.

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 u nder 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.

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(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.

(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.

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(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.

(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 anyo ne 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.

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(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) ..

(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").

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(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

(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.

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(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.

(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 u nable 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:

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(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).

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.

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(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.

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.

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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.

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.

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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.

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 APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AN D HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

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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-10.101

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 5, 2017, by and between Lithium Exploration Group, Inc., a Nevada corporation, with headquarters located at 3800 North Central Avenue, Suite 820, Phoenix, AZ 85012, (the “Company”), and Concord Holding Group, LLC, A New York limited liability company with its executive offices located at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (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 form attached hereto as Exhibit A in the aggregate principal amount of $28,600.00 which shall contain a $2,600.00 OID such that the issuance price shall be $26,000.00 plus interest and penalties if any become due and payable on May 5, 2018, convertible into shares of common stock, $0.001 par value per share, 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 the 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), the (A) Buyer shall (i) 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 (B) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price and Buyer Note.

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 May 1, 2017, or such other mutually agreed upon time.

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.

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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.

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 re–sale 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):

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“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.”

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.

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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.

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 Over–the–Counter Quotations Bureau (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 FINRA. 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.

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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.

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. The Company’s obligation with respect to this transaction is to reimburse Buyer’s expenses shall be $1,000 in legal fees, which shall be deducted from the Note when funded.

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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, OTC Pink, or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), 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, OTC Pink, and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

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 OTC Pink, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

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.     Registration Rights. With respect to any Company issued note owned by the Buyer, in the event the Company completes a registration statement for its securities prior to the date on which that particular note is eligible for conversion into legend free shares under Rule 144, the shares issuable upon conversion of that particular note shall be “piggybacked” onto the registration statement.

f.     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.

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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.

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.

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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, or (iv) 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 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 North Central Avenue, Suite 820
Phoenix, AZ 85012
Attn: Alex Walsh– CEO

If to the Buyer:

Concord Holding Group, LLC
1080 Bergen St., Suite 240
Brooklyn, NY 11216
Attn: Manager

Each party shall provide notice to the other party of any change in address.

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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.

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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

Concord Holding Group, LLC.

By: ______________________________________________________________________
Name: Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note: $28,600.00

Less $1,000.00 in legal fees, less $2,600.00 in OID, attached as Exhibit A, hereto

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EXHIBIT A
144 NOTE – $28,600

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EX-10.102

	•
LITHIUM EXPLORATION GROUP, INC.
10% CONVERTIBLE PROMISSORY NOTE
Effective Date May 5, 2017	US $28,600.00

Due May 5, 2018

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”)

FOR VALUE RECEIVED Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of Concord Holding Group, LLC, and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Twenty Eight Thousand Six Hundred Dollars exactly (U.S. $28,600.00) on May 5, 2018 ("Maturity Date"). The Company will pay interest on the principal amount outstanding at the rate of 10% per annum, which will commence on May 5, 2017. The Company acknowledges that this Note was issued with a $2,600.00 original issue discount (“OID”) such that the issuance price was $26,000.00 as well as document prep fees of $1,000.00 (deducted from the amount funded) . 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 1080 Bergen St., Suite 240, Brooklyn, NY 11216, 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 out-standing 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 trans-fer 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 there-with.

2.      Under all applicable laws, the Company shall be entitled to withhold any amounts from all payments it is entitled to.

3.      This Note may only be transferred or exchanged in compliance with the Securities Act of 1933, as amended ("Act") and any applicable state securities laws. All attempts 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.

1.            4.      (a) The Holder of this Note has the option, upon the issuance date of the stock, 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 the lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Ex-change"), for the (i) twenty prior trading days, including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price), or (ii) the twenty prior trading days immediately preceding the issuance date of this Note. The Notice of Conversion may be rescinded if the shares have not been delivered within 3 business days. The Company shall deliver the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. The Holder shall surrender this Note to the Company upon receipt of the shares of Common Stock, executed by the Holder. This will make clear the Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. The number of issuable shares will be rounded to the nearest whole share, and no fractional shares or scrip representing fractions of shares will be issued on conversion. 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 discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding anything to the contrary contained in the Note (except as set forth below in this Section), the Note shall not be convertible by Investor, and Company shall not effect any conversion of the Note or otherwise issue any shares of Common Stock to the extent (but only to the extent) that Investor together with any of its affiliates would beneficially own in excess of 9.99% (the “ Maximum Percentage”) of the Common Stock outstanding. To the extent the foregoing limitation applies, the determination of whether a Note shall be convertible (vis-à -vis other convertible, exercisable or exchangeable securities owned by Investor or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by Investor and its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to Company for conversion, exercise or exchange (as the case may be). No prior inability to convert a Note, or to issue shares of Common Stock, pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For purposes of this Section, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall b e determined in accordance with Section 13(e) of the 1934 Act (as defined below) and the rules and regulations promulgated thereunder. The provisions of this Section shall be implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this Section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this Section shall apply to a successor holder of this Note and shall be unconditional, irrevocable and non-waivable. For any reason at any time, upon the written or oral request of Investor, Company shall within one (1) business day confirm orally and in writing to Investor the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Note. During the first six months, this Note is in effect, the Investor may not convert this Note pursuant to this paragraph. The conversion discount and look-back period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest rate, OID, lower ceiling price or otherwise) or look-back period to another party while this note is in effect and the Holder will also get the benefit of any other term (for a example a higher prepay) granted to any third party while this Note is in effect.

(b)      Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid, by the Company, in Common Stock ("Interest Shares"). Holder may 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)      This Note may not be prepaid.

(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 re-classification, 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 Com-mon 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 de-fined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received b y 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.      While this Note is outstanding and to the extent the Company grants any other party more favorable investment terms (whether via interest rate, original issue discount, conversion discount or look-back period), the terms of the Note shall automatically adjust to match those more favorable terms.

9.      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 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 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 excess of Twenty Eight Thousand Six Hundred dollars ($28,600.00) 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 fifteen (15) 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 from an exchange (including the OTCBB exchange) 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 13, within 3 business days of the request of the Holder. If the Company does not replenish, the request of the Holder then the conversion discount set forth in Section 4(a) shall be increased from a 50% conversion discount to a 60% conversion discount; or

(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 marketplace or other exchange).

(o)      The Company is in arrears for more than 30 days with its Transfer Agent, the conversion discount shall be increased from 50% to 60%.

(p)      A default has been declared against the Company, which has not been cured in any other loan or Note agreement.

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 penal-ty 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 be-ginning 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), (k), or (l) the outstanding principal due under this Note shall increase by 50%. 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.

At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares 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.

10.      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.

11.      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.

12.      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- 3(a)(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

13.      The Company shall reserve 20,000,000 shares of Common Stock for conversions under this Note (the “Share Reserve”). The investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note. The Company shall pay all costs associated with issuing and delivering the shares. At all times, the reserve shall be maintained with the Transfer Agent at four times the amount of shares required if the Note would be fully converted. If the Company defaults on these terms, the conversion discount will increase to 60%.

14.      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.

15.      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: May 5, 2017

LITHIUM EXPLORATION GROUP, INC.
By:
	Title: CEO

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-10.103

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2017, by and between Lithium Exploration Group, Inc., a Nevada corporation, with headquarters located at 3800 North Central Avenue, Suite 820, Phoenix, AZ 85012, (the “Company”), and Concord Holding Group, LLC, A New York limited liability company with its executive offices located at 1080 Bergen St., Suite 240, Brooklyn, NY 11216 (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 two (2) 10% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $686,400.00 (each in the amount of $343,200.00 which shall contain a $31,200 OID such that the issuance price shall be $312,000.00 plus interest and penalties if any become due and payable on May 15, 2018, (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, collectively the “Notes”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. . The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $343,200.00 secured note issued to the Company by the Buyer (“Buyer Note”). The Buyer and the Company must agree to the funding of the Second Note, before it can be funded with cash. The Second Note will be secured by assets of the Buyer having a fair market value of at least $343,200.00 and provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash. The portion of the Second Note that has not been paid for in cash may not be converted.

            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.

_____
Company Initials

                          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 the 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), the (A) Buyer shall (i) 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 (B) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price and Buyer Note.

                          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 May 15, 2017, or such other mutually agreed upon time.

            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):

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“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.”

            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.

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            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.

                          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 Over-the-Counter Quotations Bureau (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 FINRA. 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.

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                          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.

                          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. The Company’s obligation with respect to this transaction is to reimburse Buyer’s expenses shall be $12,000 in legal fees, which shall be deducted from the Note when funded.

                          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, OTC Pink, or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), 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, OTC Pink, and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

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                          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 OTC Pink, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

                          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.        Registration Rights. With respect to any Company issued note owned by the Buyer, in the event the Company completes a registration statement for its securities prior to the date on which that particular note is eligible for conversion into legend free shares under Rule 144, the shares issuable upon conversion of that particular note shall be “piggybacked” onto the registration statement.

                          f.        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.

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                          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.

                          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, or (iv) 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 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:

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If to the Company, to:

Lithium Exploration Group, Inc.
3800 North Central Avenue, Suite 820
Phoenix, AZ 85012
Attn: Alex Walsh- CEO

If to the Buyer:

Concord Holding Group, LLC
1080 Bergen St., Suite 240
Brooklyn, NY 11216
Attn: Manager

            Each party shall provide notice to the other party of any change in address.

                          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.

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                          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.

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

Concord Holding Group, LLC.

By:
Name: Manager

Aggregate Principal Amount of Notes:               $686,400.00

Convertible Note $343,200.00 less $31,200.00 in OID, less $12,000.00 in legal fees, attached as Exhibit A, hereto

Backend Note $343,200.00 less $31,200.00 in OID, less $12,000.00 in legal fees, attached as Exhibit B, hereto

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EXHIBIT A
144 NOTE - $343,200

12

EXHIBIT B
144 NOTE - $343,200

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EX-10.104

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

CONCORD HOLDING GROUP, LLC
COLLATERALIZED SECURED PROMISSORY NOTE
BACK END NOTE

$312,000.00	New York, New York
	May 15,2017

1.          Principal and Interest

            FOR VALUE RECEIVED, Concord Holding Group, LLC, a New York Limited Liability Company (the "Company") hereby absolutely and unconditionally promises to pay to Lithium Exploration Group, Inc., a Nevada Corporation (the "Lender"), or order, the principal amount of Three Hundred Twelve Thousand Dollars ($312,000.00) no later than February 4, 2018, unless the Lender does not meet the "current information requirements" required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest at the rate of 10%.

2.          Repayments and Prepayments; Security.

                          a.        All principal under this Note shall be due and payable no later than February 4, 2018, unless the Lender does not meet the "current information requirements" required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.

                          b.        The Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.

                          c.        This Note shall initially be secured by the pledge of the $312,000, 10%, convertible promissory note issued to the Company by the Lender on even date herewith, (the “Lender Note”).

The Company may exchange this collateral for other collateral with an appraised value of at least $312,000.00, by providing 3 days prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3-day period, such substitution of collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $312,000.00 in cash shall not require the approval of the Lender. All collateral shall be retained by Cassi Olson, Esq., which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.

3.          Events of Default; Acceleration.

                          a.        The principal amount of this Note is subject to prepayment, in whole or in part, upon the occurrence and during the continuance of any of the following events (each, an "Event of Default"): the initiation of any bankruptcy, insolvency , moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

                          b.        No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder , now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.

4.           Notices.

                          a.        All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered , postage prepaid, addressed (i) if to a Lender, at such Lender's address as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s) in writing.

                          b.        Each such notice, report or other communication shall, for all purposes, under this Note be treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.

5.           Miscellaneous.

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                          a.        Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

                          b.        No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable, in whole or in part, in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

                          c.        While this Note is outstanding and to the extent the Company grant any other party more favorable investment terms (whether via interest rate, original issue discount, conversion discount or look-back period), the terms of the Note shall automatically adjust to match those more favorable terms.

                          d.        If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees.

                          e.        This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws).

                          f.        This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns.

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IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date herein above written.

CONCORD HOLDING GROUP LLC

APPROVED:

LITIHIUM EXPLORATION GROUP, INC.

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EX-10.105

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”)

LITHIUM EXPLORATION GROUP, INC.
10% CONVERTIBLE PROMISSORY NOTE
DUE MAY 15, 2018
BACK END NOTE

Effective Date May 15, 2017	US $343,200.00
Due May 15, 2018

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”)

FOR VALUE RECEIVED Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of Concord Holding Group, LLC, and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Three Hundred Forty Three Thousand Two Hundred Dollars exactly (U.S. $343,200.00) on May 15, 2018 ("Maturity Date"). The Company will pay interest on the principal amount outstanding at the rate of 10% per annum, which will commence on May 15, 2017. The Company acknowledges that this Note was issued with a $31,200.00 original issue discount (“OID”) such that the issuance price was $312,000.00 as well as document prep fees of $12,000.00 (deducted from the amount funded). 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 1080 Bergen St., Suite 240, Brooklyn, NY 11216, 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.        Under all applicable laws, the Company shall be entitled to withhold any amounts from all payments it is entitled to.

                          3.        This Note may only be transferred or exchanged in compliance with the Securities Act of 1933, as amended ("Act") and any applicable state securities laws. All attempts 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 has the option, upon the issuance date of the stock, 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 the lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the (i) twenty prior trading days, including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price), or (ii) the twenty prior trading days immediately preceding the issuance date of this Note. The Notice of Conversion may be rescinded if the shares have not been delivered within 3 business days. The Company shall deliver the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. The Holder shall surrender this Note to the Company upon receipt of the shares of Common Stock, executed by the Holder. This will make clear the Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid interest shall be subject to conversion. The number of issuable shares will be rounded to the nearest whole share, and no fractional shares or scrip representing fractions of shares will be issued on conversion. 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 discount shall be increased to 60% while that “Chill” is in effect. Notwithstanding anything to the contrary contained in the Note (except as set forth below in this Section), the Note shall not be convertible by Investor, and Company shall not effect any conversion of the Note or otherwise issue any shares of Common Stock to the extent (but only to the extent) that Investor together with any of its affiliates would beneficially own in excess of 9.99% (the “Maximum Percentage”) of the Common Stock outstanding. To the extent the foregoing limitation applies, the determination of whether a Note shall be convertible (vis-à-vis other convertible, exercisable or exchangeable securities owned by Investor or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by Investor and its affiliates) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to Company for conversion, exercise or exchange (as the case may be). No prior inability to convert a Note, or to issue shares of Common Stock, pursuant to this Section shall have any effect on the applicability of the provisions of this Section with respect to any subsequent determination of convertibility. For purposes of this Section, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(e) of the 1934 Act (as defined below) and the rules and regulations promulgated thereunder. The provisions of this Section shall be implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this Section (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this Section shall apply to a successor holder of this Note and shall be unconditional, irrevocable and non-waivable. For any reason at any time, upon the written or oral request of Investor, Company shall within one (1) business day confirm orally and in writing to Investor the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Note. During the first six months, this Note is in effect, the Investor may not convert this Note pursuant to this paragraph. The conversion discount and look-back period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest rate, OID, lower ceiling price or otherwise) or look-back period to another party while this note is in effect and the Holder will also get the benefit of any other term (for a example a higher prepay) granted to any third party while this Note is in effect.

                                 (b)        Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. Interest shall be paid, by the Company, in Common Stock ("Inter-est Shares"). Holder may 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)        This Note may not be prepaid.

                                 (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.        While this Note is outstanding and to the extent the Company grants any other party more favorable investment terms (whether via interest rate, original issue discount, conversion discount or look-back period), the terms of the Note shall automatically adjust to match those more favorable terms.

                   9.        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 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 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 excess of Three Hundred Forty Three Thousand Two Hundred dollars ($343,200.00) 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 fifteen (15) 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 from an exchange (including the OTCBB exchange) 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 13, within 3 business days of the request of the Holder. If the Company does not replenish, the request of the Holder then the conversion discount set forth in Section 4(a) shall be increased from a 50% conversion discount to a 60% conversion discount; or

                              (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 marketplace or other exchange).

                              (o)        The Company is in arrears for more than 30 days with its Transfer Agent, the conversion discount shall be increased from 50% to 60%.

                              (p)        A default has been declared against the Company, which has not been cured in any other loan or Note agreement.

                              (q)        The Company’s Common Stock has a closing bid price of less than $0.0006 per share for at least 5 consecutive trading days.

                              (r)        The aggregate dollar trading volume of the Company’s Common Stock is less than forty thousand dollars ($40,000.00) in any 5 consecutive trading days.

Then, or at any time thereafter, unless cured within 5 days, (except for 9(q) and 9(r) which are incurable defaults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note), 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, en-force 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), (k), or (l) the outstanding principal due under this Note shall increase by 50%. 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.

At the Holder’s election, if the Company fails for any reason to deliver to the Holder the conversion shares 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.

                   10.      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.

                   11.      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.

                   12.      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- 3(a)(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

                   13.      The Company shall reserve 316,000,000 shares of Common Stock for conversions under this Note (the “Share Reserve”). The investor shall have the right to periodically request that the number of Reserved Shares be increased so that the number of Reserved Shares at least equals 400% of the number of shares of Company common stock issuable upon conversion of the Note. The Company shall pay all costs associated with issuing and delivering the shares. At all times, the reserve shall be maintained with the Transfer Agent at four times the amount of shares required if the Note would be fully converted. If the Company defaults on these terms, the conversion discount will increase to 60%.

                          14.      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.

                          15.      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: 5/15/17

LITHIUM EXPLORATION GROUP, INC.

By:
	Title: CEO

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-10.106

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 $344,650.00

LITHIUM EXPLORATION GROUP, INC.
10% CONVERTIBLE REDEEMABLE NOTE
DUE MAY 17, 2018

            FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of JDF CAPITAL INC. and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Three Hundred Forty Four Thousand Dollars (U.S. $344,650.00) on May 17, 2018 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 10% per annum commencing on May 17, 2017. The Company acknowledges this Note was issued with a 13% original issue discount (OID) and as such the issuance price was $305,000. 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 96 Village Center Drive, Freehold, NJ 07728, 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.

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                   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 after cash payment, 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 50% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the lower of (i) twenty prior trading days immediately preceding the issuance date of this note or (ii) 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. 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 40% instead of 50% 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. The conversion discount and lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party while this note is in effect and the Holder will also get the benefit of any other term (for an example a higher prepay or a lower fixed conversion price) granted to any third party while this Note is in effect.

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                          (b)        Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. 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)        This note may not be prepaid.

                          (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.

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                          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 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 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, un-vacated, unbonded or unstayed for a period of fifteen (15) 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

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                          (i)        The Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

                          (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;

                          (n)        The Company shall lose the “bid” price for its stock and a market (including the OTC 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%. If this Note is not paid at maturity, the outstanding principal due under this Note shall increase by 10%. 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 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.

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                                   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 4x the amount of the discounted 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 transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The Holder may also deduct from the conversion amount, legal opinion fees not exceeding $350 per opinion .The company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

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                          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.      If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

                          15.      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 or in the Federal courts sitting in the county or city 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.

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                          IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: 5-15-17

LITHIUM EXPLORATION GROUP, INC

By:
	Title: CEO

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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: _________________________________________________________________________________

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EX-10.107

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 $344,650.00

LITHIUM EXPLORATION GROUP, INC.
10% CONVERTIBLE REDEEMABLE NOTE
DUE MAY 17, 2018
BACK END NOTE

            FOR VALUE RECEIVED, Lithium Exploration Group, Inc. (the “Company”) promises to pay to the order of JDF CAPITAL INC. and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Three Hundred Forty Four Thousand Six Hundred Fifty Dollars (U.S. $344,650.00) on May 17, 2018 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 10% per annum commencing on May 17, 2017. The Company acknowledges this Note was issued with a 13% original issue discount (OID) and as such the issuance price was $305,000. 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 96 Village Center Drive, Freehold, NJ 07728, 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.

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                          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 after cash payment, 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 50% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the lower of (i) twenty prior trading days immediately preceding the issuance date of this note or (ii) 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. 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 40% instead of 50% 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. The conversion discount and lookback period will be adjusted downward (i.e. for the benefit of the Holder) if the Company offers a more favorable conversion discount (whether via interest, rate OID or otherwise) or lookback period to another party while this note is in effect and the Holder will also get the benefit of any other term (for an example a higher prepay or a lower fixed conversion price) granted to any third party while this Note is in effect.

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                          (b)        Interest on any unpaid principal balance of this Note shall be paid at the rate of 10% per annum. 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)        This note may not be prepaid.

                          (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.

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                          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 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 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, un-vacated, unbonded or unstayed for a period of fifteen (15) 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

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                          (i)        The Company shall have its Common Stock delisted from an exchange (including the OTC Market exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

                          (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’s Common Stock has a closing bid price of less than $0.0006 per share for at least 5 consecutive trading days; or

                          (n)        The aggregate dollar trading volume of the Company’s Common Stock is less than forty thousand dollars ($40,000.00) in any 5 consecutive trading days; or

                          (o)        The Company shall cease to be “current” in its filings with the Securities and Exchange Commission; or.

                          (p)        The Company shall lose the “bid” price for its stock and a market (including the OTC marketplace or other exchange)

(except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note, 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(p) 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(o) 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%.

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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.      Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section 4(a) herewith. The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated with issuing and delivering the shares. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The Holder may also deduct from the conversion amount, legal opinion fees not exceeding $350 per opinion. Conversion Notices may be sent to the Company or its transfer agent via electric mail. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

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                          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.      If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

                          15.      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 or in the Federal courts sitting in the county or city 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.

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                          IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: 5/15/17

LITHIUM EXPLORATION GROUP, INC

By:
	Title: CEO

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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: _________________________________________________________________________________

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EX-10.108

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

JDF CAPITAL INC.
COLLATERALIZED SECURED PROMISSORY NOTE
BACK END NOTE

$305,000.00	Freehold, NJ
	May 17, 2017

1.               Principal and Interest

            FOR VALUE RECEIVED, JDF Capital Inc., (the "Company") hereby absolutely and unconditionally promises to pay to Lithium Exploration Group, Inc. (the “Lender"), or order, the principal amount of Three Hundred Five Thousand Dollars ($305,000.00) no later than January 17, 2018 , unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note. This Full Recourse Note shall bear simple interest at the rate of 10%.

2.               Repayments and Prepayments; Security.

                  a.        All principal under this Note shall be due and payable no later than January 17, 2018 unless the Lender does not meet the “current information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare the offsetting note issued by the Lender on the same date herewith to be in Default (as defined in that note) and cross cancel its payment obligations under this Note as well as the Lenders payment obligations under the offsetting note.

                  b.        The Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.

                  c.        This Note shall initially be secured by the pledge of the $344,650 10% convertible promissory note issued to the Company by the Lender on even date herewith (the “Lender Note”). The Company may exchange this collateral for other collateral with an appraised value of at least $305,000.00, by providing 3 days prior written notice to the Lender. If the Lender does not object to the substitution of collateral in that 3 day period, such substitution of collateral shall be deemed to have been accepted by the Lender. Notwithstanding the foregoing, an exchange of collateral for $305,000.00 in cash shall not require the approval of the Lender. All collateral shall be retained by New Venture Attorneys, P.C., which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions under the Lender Note until it has made full cash payment for the portion of the Lender Note being converted.

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3.               Events of Default; Acceleration.

                   a.        The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

                  b.        No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.

4.               Notices.

                a.        All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person, by telecopy with written confirmation, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Lender, at such Lender’s address as the Lender shall have furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the Lender(s) in writing.

                b.        Each such notice, report or other communication shall for all purposes under this Note be treated as effective or having been given when delivered if delivered personally or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or, if sent by electronic communication with confirmation, upon the delivery of electronic communication.

5.               Miscellaneous.

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                 a.        Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

                 b.        No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral, and to the addition or release of any other party or person primarily or secondarily liable.

                 c.        If Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees.

                 d.        This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York (without reference to conflict of laws).

                 e.        This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns.

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            IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.

JDF CAPITAL INC.

By:

Title:

APPROVED:

LITHIUM EXPLORATION GROUP, INC.

By:
	Title:CEO

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EX-10.109

EX-31.1

Exhibit 31.1

LITHIUM EXPLORATION GROUP, INC.
CERTIFICATION 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 for the quarter ended March 31, 2017 for 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 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 the Company’s supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company 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 the Company’s 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 the Company’s 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 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 and I have disclosed, based on the Company’s 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.

Dated: May 19, 2017	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer)
	Lithium Exploration Group, Inc.

EX-31.2

Exhibit 31.2

LITHIUM EXPLORATION GROUP, INC.
CERTIFICATION 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 for the quarter ended March 31, 2017 for 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 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 the Company’s supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company 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 the Company’s 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 the Company’s 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 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 and I have disclosed, based on the Company’s 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.

Dated: May 19, 2017	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Accounting Officer)
	Lithium Exploration Group, Inc.

EX-32.1

Exhibit 32.1

LITHIUM EXPLORATION GROUP, INC.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Alexander Walsh, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a)	The quarterly report on Form 10-Q of Lithium Exploration Group, Inc. for the quarter ended March 31, 2017 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Lithium Exploration Group, Inc.

Dated: May 19, 2017	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer)
	Lithium Exploration Group, Inc.

EX-32.2

Exhibit 32.2

LITHIUM EXPLORATION GROUP, INC.
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Alexander Walsh, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a)	The quarterly report on Form 10-Q of Lithium Exploration Group, Inc. for the quarter ended March 31, 2017 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(b)	Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Lithium Exploration Group, Inc.

Dated: May 19, 2017	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Accounting Officer)
	Lithium Exploration Group, Inc.

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Document and Entity Information - shares	9 Months Ended
	Mar. 31, 2017	May 19, 2017
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
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		2,089,152,021
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Jun. 30, 2016
Current
Cash and cash equivalents	$ 196,221	$ 25,208
Prepaid expenses	1,100	2,788
Current assets held for sale	19,496	20,011
Total current assets	216,817	48,007
Deposit on PetroChase Inc. Investment	250,000	0
Total Assets	466,817	48,007
Current
Accounts payable and accrued liabilities	159,649	211,813
Litigation Provision	42,944	0
Promissory notes payable	30,000	0
Derivative liability - convertible promissory notes	3,376,672	1,162,058
Derivative liability - warrants	551,242	268,611
Due to related party	115,000	115,000
Convertible promissory notes - net of unamortized debt discount	2,245,962	619,769
Accrued interest - convertible promissory notes	127,900	137,936
Current liabilities held for sale	6,280	6,420
Total Current Liabilities	6,655,649	2,521,607
Commitments and contingencies	0	0
DEFICIT
Capital stock Authorized: 100,000,000 preferred shares, $0.001 par value 10,000,000,000 (June 30, 2016 - 2,000,000,000) common shares, $0.001 par value Issued and outstanding: Nil preferred shares (June 30, 2016 - Nil) 1,334,479,557 common shares (June 30, 2016 - 119,772,784)	1,334,480	119,773
Additional paid-in capital	49,620,663	48,598,773
Accumulated other comprehensive loss	(33,984)	(33,731)
Accumulated deficit	(56,757,946)	(50,806,439)
Total Lithium Exploration Group, Inc. Stockholders' Deficit	(5,836,787)	(2,121,624)
Non-controlling interest	(352,045)	(351,976)
Total Deficit	(6,188,832)	(2,473,600)
Total Liabilities and Deficit	$ 466,817	$ 48,007

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Jun. 30, 2016
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	10,000,000,000	2,000,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Issued
Preferred Stock, Shares Outstanding
Common Stock, Shares, Issued	1,334,479,557	119,772,784
Common Stock, Shares, Outstanding	1,334,479,557	119,772,784

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Revenue	$ 0	$ 0	$ 0	$ 0
Operating Expenses:
Mining	50,160	0	87,792	5,000
Selling, general and administrative	311,970	63,979	754,436	373,393
Total operating expenses	362,130	63,979	842,228	378,393
Loss from operations	(362,130)	(63,979)	(842,228)	(378,393)
Other income (expenses)
Interest expense	(2,067,330)	(97,758)	(2,463,008)	(699,719)
(Loss) gain on change in the fair value of derivative liability	(90,017)	112,247	68,275	576,533
Amortization of debt discount	(597,871)	(78,688)	(1,144,229)	(399,010)
Loss on settlement of warrants	(42,944)	0	(42,944)	0
Bad-debt write off	0	0	0	(20,000)
(Loss) gain on disposal of business operations	0	(96)	0	7,468
Gain (loss) on extinguishment of liability	12,400	0	(1,527,301)	0
Loss before income taxes	(3,147,892)	(128,274)	(5,951,435)	(913,121)
Provision for Income Taxes	0	0	0	0
Net loss from continued operations	(3,147,892)	(128,274)	(5,951,435)	(913,121)
Loss from discontinued operations	(61)	(290)	(141)	(78,860)
Net loss	(3,147,953)	(128,564)	(5,951,576)	(991,981)
Less: Net loss attributable to the non-controlling interest	(30)	(142)	(69)	(38,642)
Net loss attributable to Lithium Exploration Group, Inc. Common shareholders	$ (3,147,923)	$ (128,422)	$ (5,951,507)	$ (953,339)
Basic and Diluted loss per Common Share from continuing operations	$ 0.00	$ (0.01)	$ (0.01)	$ (0.09)
Basic and Diluted loss per Common Share from discontinued operations
Basic and Diluted Weighted Average Number of Common Shares Outstanding	898,213,521	11,742,168	432,614,598	10,696,351
Comprehensive loss:
Net loss	$ (3,147,953)	$ (128,564)	$ (5,951,576)	$ (991,980)
Foreign currency translation adjustment	196	275	(253)	(7,947)
Comprehensive loss	(3,147,757)	(128,289)	(5,951,829)	(999,927)
Comprehensive loss attributable to non-controlling interest	(30)	(142)	(69)	(38,642)
Comprehensive loss attributable to Lithium Exploration Group, Inc.common shareholders	$ (3,147,727)	$ (128,147)	$ (5,951,760)	$ (961,285)

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - 9 months ended Mar. 31, 2017 - USD ($)	Common Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Non-controlling Interest [Member]	Total
Beginning Balance at Jun. 30, 2016	$ 119,773	$ 48,598,773	$ (33,731)	$ (50,806,439)	$ (351,976)	$ (2,473,600)
Beginning Balance (Shares) at Jun. 30, 2016	119,772,784
Common shares issued for debt conversion and interest	$ 1,214,707	(450,077)				764,630
Common shares issued for debt conversion and interest (Shares)	1,214,706,773
Derivative liability transferred to additional paid in capital on conversion of note		1,471,967				1,471,967
Foreign currency translation loss			(253)			(253)
Net loss for the period				(5,951,507)	(69)	(5,951,576)
Ending Balance at Mar. 31, 2017	$ 1,334,480	$ 49,620,663	$ (33,984)	$ (56,757,946)	$ (352,045)	$ (6,188,832)
Ending Balance (Shares) at Mar. 31, 2017	1,334,479,557

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities
Net loss from continuing operations	$ (5,951,435)	$ (913,121)
Loss from discontinued operations	(141)	(78,860)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense	2,229,270	629,248
Common shares issued for interest	75,633	0
Gain (loss) on disposal of business operation	0	(7,468)
Loss on settlement of debt	42,944	0
Bad debt written-off	0	20,000
(Gain) on change in the fair value of derivative liability	(68,275)	(576,533)
Amortization of debt discount	1,144,229	399,010
Loss on extinguishment of debt and derivative liabilities	1,527,301	0
Changes in operating assets and liabilities:
Receivable, net	0	13,421
Prepaid expenses	1,688	0
Accrued interest	148,741	70,471
Accounts payable and accrued liabilities	(52,164)	105,644
Net cash used in operating activities from continuing operations	(902,209)	(338,188)
Net cash provided by operating activities from discontinued operations	375	51,338
Net cash used in operating activities	(901,834)	(286,850)
Cash Flows from Investing Activities
Investment in PetroChase Inc.	(250,000)	0
Net cash used in investing activities	(250,000)	0
Cash Flows from Financing Activities
Proceed from issuance of convertible promissory notes, net	1,323,100	238,000
Net cash provided by financing activities	1,323,100	238,000
Effect of foreign exchange	(253)	(7,947)
Increase (decrease) in cash and cash equivalents	171,013	(56,797)
Cash and cash equivalents - beginning of period	25,208	64,098
Cash and cash equivalents - end of period	196,221	7,301
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	688,996	151,166
Derivative liability re-classed to additional paid in capital	1,471,967	302,262
Debt discount on issuance of convertible note and warrants	2,218,019	230,005
Initial derivative liability on note issuance	4,447,289	836,980
Interest reclassed to convertible note	158,778	5,680
Re-classification of discontinued assets and liabilities to additional paid in capital	$ 0	$ 60,188

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Organization

9 Months Ended

Mar. 31, 2017

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.

On September 9, 2016, the Company acquired 100% interest in Black Box Energy, Inc. (Black Box Energy”) a company incorporated in the state of Nevada.

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

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

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Significant Accounting Policies

9 Months Ended

Mar. 31, 2017

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

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

Principal of Consolidation

The unaudited condensed financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd., its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Bluetap Resources Ltd.), and its 100% interest in Black Box Energy. Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework. Note that no transactions occurred within Black Box Energy for the nine months ended March 31, 2017.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $196,221 and $25,208 in cash and cash equivalents at March 31, 2017 and June 30, 2016, 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 March 31, 2017 and June 30, 2016, the Company had no deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid expenses

Prepaid expenses consist of security deposit for office lease which will be expensed or refunded at the end of the lease period.

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.

Non-controlling Interest

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

Related Parties

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

Net Income or (Loss) per Share of Common Stock

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

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive. The total number of potential no. of dilutive shares is 2,938,230,749 at the period ending March 31, 2017.

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; - equity is translated at historical exchange rates; and - income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated 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 March 31, 2017 closing rate at 0.7519 CDN$: US$, average rate at 0.7571 CDN$: US$ and for the year ended June 30, 2016 closing rate at 0.769 CDN$: US$, average rate at 0.7761 CDN$: US$. For the period ending March 31, 2016 closing rate at 0.771 CDN$: US$, average rate at 0.7468 CDN$: US$

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 March 31, 2017 and June 30, 2016, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties

The 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 consolidated statements of operations and comprehensive loss. Upon exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity.

Convertible Instruments

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

Fair Value of Financial Instruments

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

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

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

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

Revenue Recognition

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

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

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

Income Taxes

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

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

Receivables

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

Recent Accounting Pronouncements

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

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

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

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

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

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

In connection with its financial instruments project, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments in June 2016 and ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities in January 2016.

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

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

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

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

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

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

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

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

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Capital Stock

9 Months Ended

Mar. 31, 2017

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. 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 year ended June 30, 2016:

During the year ended June 30, 2016, the Company issued 109,612,491 shares upon conversion of the convertible promissory notes and accrued interest, valued at $476,901.

The Company also issued 2,577,896 shares, valued at $22,476 on cashless exercise of warrants during the year ended June 30, 2016.

For the period ended March 31, 2017:

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

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Provision for Income Taxes

9 Months Ended

Mar. 31, 2017

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 March 31, 2017 of approximately $16,320,558 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $1,000,333 and $464,277 during the periods ended March 31, 2017 and 2016 respectively.

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

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

		For the nine months ended March 31, 2017
		Amount			Tax Effect ( 35%)
Loss before income tax	$	5,951,435		$	2,083,002
Shares issued for interest expenses		(75,633	)		(26,472	)
Non-cash interest expense		(2,229,270	)		(780,244	)
Loss on change in fair value of derivative liability - convertible notes and warrants and extinguishment of debt		(1,459,026	)		(510,659	)
Amortization of debt discount		(1,144,229	)		(400,480	)
Loss on settlement of debt		(42,944	)		(15,030	)
Total		1,000,333			350,117
Valuation allowance		(1,000,333	)		(350,117	)
Net deferred tax asset (liability)	$	-		$	-

		For the nine months ended March 31, 2016
		Amount			Tax Effect ( 35%)
Net loss	$	913,121			319,592
Non-cash interest expense		(699,718	)		(244.901	)
Gain on change in fair value of derivative liability		576,533			201,787
Amortization of debt discount		(399,010	)		(139,438	)
Impairment		7,468			2,614
Total		398,393			139,438
Valuation allowance		(398,393	)		(136,438	)
Net deferred tax asset (liability)	$	-		$	-

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Mineral Property Costs

9 Months Ended

Mar. 31, 2017

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

Glottech Technology

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

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

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

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

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

Effective 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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Deposits in PetroChase, Inc.

9 Months Ended

Mar. 31, 2017

Deposits in PetroChase, Inc. [Text Block]

6. Deposits in PetroChase, Inc.

On September 9, 2016, the Company acquired 100% interest in Black Box Energy, Inc. a company incorporated in the State of Nevada. Black Box Energy will purchase 50% of the working interest in the McKean County Project from PetroChase, Inc. The consideration paid for the 50% interest in McKean County Project, is in the following amounts:

• First Payment made on 09/09/2016 for an amount of $125,000 ;
• Second Payment made on 09/16/2016 for an amount of $125,000 ; and
• Management Fees Payment for an amount of $30,000 within 90 days after the Second Payment.

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

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Promissory Notes

9 Months Ended

Mar. 31, 2017

Promissory Notes [Text Block]

7. Promissory Notes

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

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

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

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Convertible Promissory Notes

9 Months Ended

Mar. 31, 2017

Convertible Promissory Notes [Text Block]

8. Convertible Promissory Notes

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

		June 30,			Principal		Accretion		Total			Repaid			Transfer			March 31,
		2016			Issued		of		converted						(Loan			2017
							Issuance								Extinguished)
							Cost
February 13, 2013	$	21,908		$	-	$	-	$	-		$	-		$	-		$	21,908
July 22, 2014		185,314			-		-		(162,789	)		-			(15,304	)		7,222
August 22, 2014		15,768			-		-		-			-			(15,768	)		-
February 6, 2015		7,150			-		-		-			-			-			7,150
March 9, 2015		10,220													(10,220	)		-
February 24, 2015		76,239			-		-		-			-			(76,239	)		-
August 3, 2015		36,000			-		-		(36,000	)		-			-			-
September 9, 2015		30,000			-		-		-			-			-			30,000
September 30, 2015		20,800			-		-		-			-			(20,800	)		-
November 06, 2015		12,000			-		-		(12,000	)		-			-			-
December 01, 2015		36,000			-		-		(18,000	)		-			(18,000	)		-
December 03, 2015		17,000			-		-		-			-			(17,000	)		-
January 27, 2016		29,750			-		-		(24,750	)		-			(5,000	)		-
February 1, 2016		49,197			-		-		-			-			(49,197	)		-
March 01, 2016		13,200			-		-		(13,200	)		-			-			-
March 24, 2016		12,100			-		-		(12,100	)		-			-			-
March 28, 2016		42,986			-		-		(2,216	)		-			(40,770	)		-
April 19, 2016		197,067			-		-		-			-			(197,067	)		-
May 16, 2016		30,250			-		-		(30,250	)		-			-			-
August 12, 2016		-			40,000		4,067		-			-			-			44,067
September 7, 2016		-			100,000		16,000		(169,920	)		-			53,920			-
September 8, 2016		-			25,000		1,502		(120,000	)		-			120,000			26,502
September 9, 2016		-			125,000		10,143		-			-			-			135,143
September 9, 2016		-			-		-		(87,772	)		-			108,697 -			20,925
September 15, 2016		-			232,000		13,396		-			-			-			245,396
September 16, 2016		-			-		-		-			(232,500	)		235,500			-
September 19, 2016		-			-		-		-			-			1,398,000			1,398,000
September 27, 2016		-			110,000		7,739		-			-			-			117,739
October 10, 2016		-			-		4,345		-			-			93,063			97,408
October 19, 2016		-			-		-		-			-			35,000			35,000
October 27, 2016		-			40,000		3,365		-			-			-			43,365
October 31, 2016		-			147,000		6,544		-			-			-			153,544
November 14, 2016		-			25,000		2,135		-			-			-			27,135
November 22, 2016		-			25,000		1,572		-			-			-			26,572
November 30, 2016		-			87,000		4,091		-			-			-			91,091
December 23, 2016		-			37,500		1,923		-			-			-			39,423
December 29, 2016		-			82,000		2,211		-			-			-			84,211
January 17, 2017		-			42,500		1,639		-			-			-			44,139
January 25, 2017		-			100,000		5,310		-			-			-			105,310
January 26, 2017		-			68,500		5,043		-			-			-			73,543
January 27, 2017		-			100,000		2,738		-			-			-			102,738
February 3, 2017		-			68,500		1,804		-			-			-			70,304
March 1, 2017		-			316,800		3,735		-			-			-			320,535
March 13, 2017		-			75,000		513		-			-			-			75,513
March 20, 2017		-			198,800		453		-			-			-			199,253
	$	842,950		$	2,045,600	$	100,268	$	(688,997	)	$	(232,500	)	$	1,575,882		$	3,643,201
Less: Unamortized debt discount	$	(223,181	)		-		-		-			-			-		$	(1,397,239	)
Total note payable, net of debt discount	$	619,769			-		-		-			-			-		$	2,245,962
Current portion	$	619,769			-		-		-			-			-		$	2,245,962
Long term portion	$	-			-		-		-			-			-		$	-

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

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 $90,498 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

The initial fair values of the embedded debt derivative $78,957 was allocated as a debt discount of the note with the remainder $11,542 was charged to current period operations as interest expense.

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

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 $74,334 of the embedded derivative. The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:

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

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

On October 19, 2016 Company issued an aggregate of $35,000 Convertible Promissory Notes with no issuance costs that matures on October 19, 2017. These notes bear 8% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 65% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

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

The initial fair values of the embedded debt derivative $18,846 was allocated as a debt discount of the note with the remainder $25,247 was charged to current period operations as interest expense.

On October 27, 2016 Company issued an aggregate of $48,400 Convertible Promissory Notes with issuance cost of $8,400 that matures on October 27, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

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

The initial fair values of the embedded debt derivative $27,583 was allocated as a debt discount up to the proceeds of the note and no amounts allocated to interest expense.

On October 31, 2016 Company issued an aggregate of $163,334 Convertible Promissory Notes with issuance cost of $16,334 that matures on October 31, 2017. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to lesser of $0.005 or 50% discount of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Derivative Liability - Debt

The fair value of the described embedded derivative on all debt was valued at $3,376,673 and $1,162,058 at March 31, 2017 and June 30, 2016, respectively, which was determined using the Black Scholes Model with the following assumptions:

	March 31, 2017	June 30, 2016
Dividend yield:	0%	0%
Volatility	264.4 – 284.4%	346.6 – 453.3%
Risk free rate:	1.03%	0.39%-0.66%

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

During the period ended March 31, 2017 and year ended June 30, 2016 the Company reclassed the derivative liability of $1,471,967 and $768,175, respectively, to additional paid in capital on conversion of convertible note.

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

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

Derivative Liability- Warrants

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

During the period ended March 31, 2017 and the year ended June 30, 2016 no warrants were issued along with convertible note.

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

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

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Exercised	(120	)		280.00	-
Issued	-			-	-
Expired	-			-	-
Cancelled	-			-	-
Balance, June 30, 2016	26,972		$	100.20	2.79 years
Exercised	-			-	-
Issued	-			-	-
Expired	(550	)		280.00	-
Cancelled	(10,834	)		164.80	-
Balance, March 31, 2017	15,588		$	213.50	2.76 years

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

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

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

During the period ended March 31, 2017 and June 30, 2016 the Company reclassed the derivative liability on warrants of $Nil and $22,476, respectively, to additional paid in capital on exercise of warrants.

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Related Party Transactions

9 Months Ended

Mar. 31, 2017

Related Party Transactions [Text Block]

9. Related Party Transactions

During the nine months ended March 31, 2017, the Company incurred consulting fees of $65,000 (March 31, 2016 - $1,115) and during the three months ended March 31, 2017, the Company incurred consulting fees of $24,000 (March 31, 2016 - $nil) with directors and officers out of which there were no stock payments.

As of March 31, 2017, the Company repaid to a director for a non-interest bearing demand loan of $nil (Note 10) (June 30, 2016 – payable $nil). The balance outstanding for this loan is $115,000.

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

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Going Concern and Liquidity Considerations

9 Months Ended

Mar. 31, 2017

Going Concern and Liquidity Considerations [Text Block]

10. Going Concern and Liquidity Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at March 31, 2017, the Company had a working capital deficiency of $6,438,832 (June 30, 2016 - $2,473,600) and an accumulated deficit of $56,757,946 (June 30, 2016 - $50,806,439). 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

9 Months Ended

Mar. 31, 2017

Commitments and Contingencies [Text Block]

11. Commitments and Contingencies

Employment Agreements

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

Consulting Agreements

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

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

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

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

Lease Commitment

On May 25, 2016, the Company entered into a sublease agreement for a term of twelve months and expiring on May 30, 2017. Future minimum rental payments required under operating lease (exclusive of other additional rent payments) are $5,993.

Litigation

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

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

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

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

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Discontinued Operations

9 Months Ended

Mar. 31, 2017

Discontinued Operations [Text Block]

12. Discontinued Operations

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

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

A breakdown of the discontinued operations is presented as follow:

Consolidated Statements of Operations and Comprehensive Loss

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

Consolidated Balance Sheets		March 31, 2017		June 30, 2016
Current assets:
Cash and cash equivalents	$	1,195	$	1,301
Receivable, net		637		651
Prepaid expenses		1,782		1,822
GST Receivable		15,882		16,237
	$	19,496	$	20,011
Current liabilities:
Accounts payable	$	6,280	$	6,420

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Provisions

9 Months Ended

Mar. 31, 2017

Provisions [Text Block]

13. Provisions

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

The lawsuit was subsequently settled on April 6, 2017 for 90,000,000 shares of the Company’s common stock.

Under the terms of ASC 450-20, management must assess the likelihood of loss and determine whether any liability should be accrued with connection to the lawsuit. The Company evaluated the terms and determined that the most representative accrual was the fair value of the settled shares, less the fair value $42,944, which was recorded on the statement of operations.

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Subsequent Events

9 Months Ended

Mar. 31, 2017

Subsequent Events [Text Block]

14. Subsequent Events

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

Joint Development and Option Agreement

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

Convertible Secured Redeemable Notes

On April 4, 2017 the Company issued an aggregate of $141,627 Convertible Secured Redeemable Note that matures on April 4, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

On May 2, 2017 the Company issued an aggregate of $28,600 Convertible Secured Redeemable Note that matures on May 2, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

On May 5, 2017 the Company issued an aggregate of $28,600 Convertible Secured Redeemable Note that matures on May 5, 2018. These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

On May 17, 2017, the Company issued an aggregate of $687,850 Convertible Promissory Notes that mature on May 15, 2018.  These notes bear 10% interest per annum and the Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock at the lesser of $0.005 per share or at a price equal to 50% of the lowest trading price of the Common Stock as reported on the OTC Markets for the twenty prior trading days including the day upon which a Notice of Conversion is received.

Conversions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2017

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

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

Principal of Consolidation [Policy Text Block]

Principal of Consolidation

The unaudited condensed financial statements include the accounts of the Company, its wholly-owned subsidiary Alta Disposal Ltd., its 51% owned subsidiary Alta Disposal Morinville Ltd. (formerly Bluetap Resources Ltd.), and its 100% interest in Black Box Energy. Intercompany accounts and transactions have been eliminated in consolidation in conformity with the applicable accounting framework. Note that no transactions occurred within Black Box Energy for the nine months ended March 31, 2017.

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 $196,221 and $25,208 in cash and cash equivalents at March 31, 2017 and June 30, 2016, 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 March 31, 2017 and June 30, 2016, the Company had no deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid expenses [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.

Non-controlling Interest [Policy Text Block]

Non-controlling Interest

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

Related Parties [Policy Text Block]

Related Parties

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

Net Income or (Loss) per Share of Common Stock [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. The total number of potential no. of dilutive shares is 2,938,230,749 at the period ending March 31, 2017.

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; - equity is translated at historical exchange rates; and - income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are transferred directly to the Company’s accumulated other comprehensive loss in the consolidated 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 March 31, 2017 closing rate at 0.7519 CDN$: US$, average rate at 0.7571 CDN$: US$ and for the year ended June 30, 2016 closing rate at 0.769 CDN$: US$, average rate at 0.7761 CDN$: US$. For the period ending March 31, 2016 closing rate at 0.771 CDN$: US$, average rate at 0.7468 CDN$: US$

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 March 31, 2017 and June 30, 2016, the Company had no material items of other comprehensive income except for the foreign currency translation adjustment.

Risks and Uncertainties [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 consolidated statements of operations and comprehensive loss. Upon exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity.

Convertible Instruments [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 result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption.

Fair Value of Financial Instruments [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.

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

Income Taxes [Policy Text Block]

Income Taxes

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

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

Receivables [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, 2016 - $Nil) in allowance for doubtful accounts.

Recent Accounting Pronouncements [Policy Text Block]

Recent Accounting Pronouncements

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

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

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

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

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

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

In connection with its financial instruments project, the FASB issued ASU 2016-13 - Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments in June 2016 and ASU 2016-01 - Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities in January 2016.

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

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

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

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

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

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

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

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

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Provision for Income Taxes (Tables)

9 Months Ended

Mar. 31, 2017

Mar. 31, 2016

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

		For the nine months ended March 31, 2017
		Amount			Tax Effect ( 35%)
Loss before income tax	$	5,951,435		$	2,083,002
Shares issued for interest expenses		(75,633	)		(26,472	)
Non-cash interest expense		(2,229,270	)		(780,244	)
Loss on change in fair value of derivative liability - convertible notes and warrants and extinguishment of debt		(1,459,026	)		(510,659	)
Amortization of debt discount		(1,144,229	)		(400,480	)
Loss on settlement of debt		(42,944	)		(15,030	)
Total		1,000,333			350,117
Valuation allowance		(1,000,333	)		(350,117	)
Net deferred tax asset (liability)	$	-		$	-

		For the nine months ended March 31, 2016
		Amount			Tax Effect ( 35%)
Net loss	$	913,121			319,592
Non-cash interest expense		(699,718	)		(244.901	)
Gain on change in fair value of derivative liability		576,533			201,787
Amortization of debt discount		(399,010	)		(139,438	)
Impairment		7,468			2,614
Total		398,393			139,438
Valuation allowance		(398,393	)		(136,438	)
Net deferred tax asset (liability)	$	-		$	-

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Promissory Notes (Tables)

9 Months Ended

Mar. 31, 2017

Schedule of Non-Convertible Promissory Notes [Table Text Block]

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

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Convertible Promissory Notes (Tables)

9 Months Ended

Mar. 31, 2017

Schedule of Summary of Convertible Promissory Note [Table Text Block]

		June 30,			Principal		Accretion		Total			Repaid			Transfer			March 31,
		2016			Issued		of		converted						(Loan			2017
							Issuance								Extinguished)
							Cost
February 13, 2013	$	21,908		$	-	$	-	$	-		$	-		$	-		$	21,908
July 22, 2014		185,314			-		-		(162,789	)		-			(15,304	)		7,222
August 22, 2014		15,768			-		-		-			-			(15,768	)		-
February 6, 2015		7,150			-		-		-			-			-			7,150
March 9, 2015		10,220													(10,220	)		-
February 24, 2015		76,239			-		-		-			-			(76,239	)		-
August 3, 2015		36,000			-		-		(36,000	)		-			-			-
September 9, 2015		30,000			-		-		-			-			-			30,000
September 30, 2015		20,800			-		-		-			-			(20,800	)		-
November 06, 2015		12,000			-		-		(12,000	)		-			-			-
December 01, 2015		36,000			-		-		(18,000	)		-			(18,000	)		-
December 03, 2015		17,000			-		-		-			-			(17,000	)		-
January 27, 2016		29,750			-		-		(24,750	)		-			(5,000	)		-
February 1, 2016		49,197			-		-		-			-			(49,197	)		-
March 01, 2016		13,200			-		-		(13,200	)		-			-			-
March 24, 2016		12,100			-		-		(12,100	)		-			-			-
March 28, 2016		42,986			-		-		(2,216	)		-			(40,770	)		-
April 19, 2016		197,067			-		-		-			-			(197,067	)		-
May 16, 2016		30,250			-		-		(30,250	)		-			-			-
August 12, 2016		-			40,000		4,067		-			-			-			44,067
September 7, 2016		-			100,000		16,000		(169,920	)		-			53,920			-
September 8, 2016		-			25,000		1,502		(120,000	)		-			120,000			26,502
September 9, 2016		-			125,000		10,143		-			-			-			135,143
September 9, 2016		-			-		-		(87,772	)		-			108,697 -			20,925
September 15, 2016		-			232,000		13,396		-			-			-			245,396
September 16, 2016		-			-		-		-			(232,500	)		235,500			-
September 19, 2016		-			-		-		-			-			1,398,000			1,398,000
September 27, 2016		-			110,000		7,739		-			-			-			117,739
October 10, 2016		-			-		4,345		-			-			93,063			97,408
October 19, 2016		-			-		-		-			-			35,000			35,000
October 27, 2016		-			40,000		3,365		-			-			-			43,365
October 31, 2016		-			147,000		6,544		-			-			-			153,544
November 14, 2016		-			25,000		2,135		-			-			-			27,135
November 22, 2016		-			25,000		1,572		-			-			-			26,572
November 30, 2016		-			87,000		4,091		-			-			-			91,091
December 23, 2016		-			37,500		1,923		-			-			-			39,423
December 29, 2016		-			82,000		2,211		-			-			-			84,211
January 17, 2017		-			42,500		1,639		-			-			-			44,139
January 25, 2017		-			100,000		5,310		-			-			-			105,310
January 26, 2017		-			68,500		5,043		-			-			-			73,543
January 27, 2017		-			100,000		2,738		-			-			-			102,738
February 3, 2017		-			68,500		1,804		-			-			-			70,304
March 1, 2017		-			316,800		3,735		-			-			-			320,535
March 13, 2017		-			75,000		513		-			-			-			75,513
March 20, 2017		-			198,800		453		-			-			-			199,253
	$	842,950		$	2,045,600	$	100,268	$	(688,997	)	$	(232,500	)	$	1,575,882		$	3,643,201
Less: Unamortized debt discount	$	(223,181	)		-		-		-			-			-		$	(1,397,239	)
Total note payable, net of debt discount	$	619,769			-		-		-			-			-		$	2,245,962
Current portion	$	619,769			-		-		-			-			-		$	2,245,962
Long term portion	$	-			-		-		-			-			-		$	-

Schedule of Valuation Assumptions [Table Text Block]

	March 31, 2017	June 30, 2016
Dividend yield:	0%	0%
Volatility	264.4 – 284.4%	346.6 – 453.3%
Risk free rate:	1.03%	0.39%-0.66%

Schedule of Changes in Fair Value of Convertible Promissory Notes [Table Text Block]

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

Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions [Table Text Block]

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

Schedule of Stockholders' Equity Warrants Activity [Table Text Block]

	Warrants			Weighted	Weighted
	Outstanding			Average	Average
				Exercise	Remaining
				Price	life
Balance, June 30, 2015	27,092		$	100.98	3.79 years
Exercised	(120	)		280.00	-
Issued	-			-	-
Expired	-			-	-
Cancelled	-			-	-
Balance, June 30, 2016	26,972		$	100.20	2.79 years
Exercised	-			-	-
Issued	-			-	-
Expired	(550	)		280.00	-
Cancelled	(10,834	)		164.80	-
Balance, March 31, 2017	15,588		$	213.50	2.76 years

Schedule of Changes in Fair Value of Financial Liabilities [Table Text Block]

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

September 8, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

October 10, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

October 19, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

October 27, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

October 31, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

November 14, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

November 22, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

November 30, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

December 23, 2016 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

December 29, 2016 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

January 17, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

January 25, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

January 26, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

January 27, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

February 3, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

March 1, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

March 1, 2017 Embedded Derivatives 2 [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

March 13, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

March 20, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

March 28, 2017 Embedded Derivatives [Member]

Schedule of Valuation Assumptions [Table Text Block]

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

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Discontinued Operations (Tables)

9 Months Ended

Mar. 31, 2017

Schedule of Discontinued Operations, Consolidated Statements of Operations and Comprehensive Loss [Table Text Block]

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

Schedule of Discontinued Operations, Consolidated Balance Sheets [Table Text Block]

Consolidated Balance Sheets		March 31, 2017		June 30, 2016
Current assets:
Cash and cash equivalents	$	1,195	$	1,301
Receivable, net		637		651
Prepaid expenses		1,782		1,822
GST Receivable		15,882		16,237
	$	19,496	$	20,011
Current liabilities:
Accounts payable	$	6,280	$	6,420

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Organization (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2017 CAD
Organization 1	51.00%	51.00%
Organization 2 | CAD		CAD 10,000
Organization 3 | $	$ 7,466
Organization 4	100.00%	100.00%
Organization 5	50.00%	50.00%
Organization 6	50.00%	50.00%
Organization 7	100.00%	100.00%
Organization 8	100.00%	100.00%
Organization 9	50.00%	50.00%
Organization 10	70.00%	70.00%
Organization 11	20	20
Organization 12	50.00%	50.00%
Organization 13	100.00%	100.00%

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Significant Accounting Policies (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Significant Accounting Policies 1	51.00%
Significant Accounting Policies 2	100.00%
Significant Accounting Policies 3	$ 196,221
Significant Accounting Policies 4	$ 25,208
Significant Accounting Policies 5	49.00%
Significant Accounting Policies 6	2,938,230,749
Significant Accounting Policies 7	0.7519
Significant Accounting Policies 8	0.7571
Significant Accounting Policies 9	0.769
Significant Accounting Policies 10	0.7761
Significant Accounting Policies 11	0.771
Significant Accounting Policies 12	0.7468
Significant Accounting Policies 13	$ 0
Significant Accounting Policies 14	$ 0

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Capital Stock (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($) yr $ / shares shares
Capital Stock 1	20
Capital Stock 2	1
Capital Stock 3	200
Capital Stock 4	1
Capital Stock 5	100,000,000
Capital Stock 6	100,000,000
Capital Stock 7 | $ / shares	$ 0.001
Capital Stock 8	600,000,000
Capital Stock 9	500,000,000
Capital Stock 10 | $ / shares	$ 0.001
Capital Stock 11	100,000,000
Capital Stock 12 | $ / shares	$ 0.001
Capital Stock 13	20,000,000
Capital Stock 14 | $ / shares	$ 0.001
Capital Stock 15 | $ / shares	$ 100
Capital Stock 16 | $	$ 0.001
Capital Stock 17	2,000,000
Capital Stock 18 | $ / shares	$ 0.001
Capital Stock 19 | $	$ 0.001
Capital Stock 20	1
Capital Stock 21 | $	$ 1
Capital Stock 22	500,000,000
Capital Stock 23 | $	$ 0.001
Capital Stock 24	2,000,000,000
Capital Stock 25 | $	$ 0.001
Capital Stock 26	2,000,000,000
Capital Stock 27	100,000,000
Capital Stock 28 | $	$ 0.001
Capital Stock 29	50,000,000
Capital Stock 30	100,000,000
Capital Stock 31 | $	$ 0.001
Capital Stock 32 | yr	1
Capital Stock 33	75.00%
Capital Stock 34	2,000,000,000
Capital Stock 35 | $	$ 0.001
Capital Stock 36	10,000,000,000
Capital Stock 37 | $	$ 0.001
Capital Stock 38	109,612,491
Capital Stock 39 | $	$ 476,901
Capital Stock 40	2,577,896
Capital Stock 41 | $	$ 22,476
Capital Stock 42	1,214,706,773
Capital Stock 43 | $	$ 0.0005
Capital Stock 44 | $ / shares	$ 0.00075
Capital Stock 45 | $	$ 764,630

XML

Provision for Income Taxes (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Provision For Income Taxes 1	$ 16,320,558
Provision For Income Taxes 2	1,000,333
Provision For Income Taxes 3	$ 464,277

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Mineral Property Costs (Narrative) (Details) - 9 months ended Mar. 31, 2017	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

XML

Deposits in PetroChase, Inc. (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($) d
Deposits In Petrochase, Inc. 1	100.00%
Deposits In Petrochase, Inc. 2	50.00%
Deposits In Petrochase, Inc. 3	50.00%
Deposits In Petrochase, Inc. 4	$ 125,000
Deposits In Petrochase, Inc. 5	125,000
Deposits In Petrochase, Inc. 6	$ 30,000
Deposits In Petrochase, Inc. 7 | d	90

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Convertible Promissory Notes (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Convertible Promissory Notes 1	$ 15,304
Convertible Promissory Notes 2	$ 104,696
Convertible Promissory Notes 3	10.00%
Convertible Promissory Notes 4	50.00%
Convertible Promissory Notes 5	$ 90,498
Convertible Promissory Notes 6	78,957
Convertible Promissory Notes 7	11,542
Convertible Promissory Notes 8	$ 102,369
Convertible Promissory Notes 9	10.00%
Convertible Promissory Notes 10	50.00%
Convertible Promissory Notes 11	$ 74,334
Convertible Promissory Notes 12	74,334
Convertible Promissory Notes 13	$ 35,000
Convertible Promissory Notes 14	8.00%
Convertible Promissory Notes 15	65.00%
Convertible Promissory Notes 16	$ 44,093
Convertible Promissory Notes 17	18,846
Convertible Promissory Notes 18	25,247
Convertible Promissory Notes 19	48,400
Convertible Promissory Notes 20	$ 8,400
Convertible Promissory Notes 21	10.00%
Convertible Promissory Notes 22	50.00%
Convertible Promissory Notes 23	$ 27,583
Convertible Promissory Notes 24	27,583
Convertible Promissory Notes 25	163,334
Convertible Promissory Notes 26	$ 16,334
Convertible Promissory Notes 27	10.00%
Convertible Promissory Notes 28	$ 0.005
Convertible Promissory Notes 29	50.00%
Convertible Promissory Notes 30	$ 63,303
Convertible Promissory Notes 31	63,303
Convertible Promissory Notes 32	31,111
Convertible Promissory Notes 33	$ 6,111
Convertible Promissory Notes 34	10.00%
Convertible Promissory Notes 35	$ 0.005
Convertible Promissory Notes 36	50.00%
Convertible Promissory Notes 37	$ 47,670
Convertible Promissory Notes 38	25,000
Convertible Promissory Notes 39	22,670
Convertible Promissory Notes 40	29,700
Convertible Promissory Notes 41	$ 4,700
Convertible Promissory Notes 42	10.00%
Convertible Promissory Notes 43	50.00%
Convertible Promissory Notes 44	$ 19,950
Convertible Promissory Notes 45	19,950
Convertible Promissory Notes 46	100,000
Convertible Promissory Notes 47	$ 13,000
Convertible Promissory Notes 48	10.00%
Convertible Promissory Notes 49	$ 0.005
Convertible Promissory Notes 50	50.00%
Convertible Promissory Notes 51	$ 63,665
Convertible Promissory Notes 52	63,665
Convertible Promissory Notes 53	45,100
Convertible Promissory Notes 54	$ 7,600
Convertible Promissory Notes 55	10.00%
Convertible Promissory Notes 56	50.00%
Convertible Promissory Notes 57	$ 22,112
Convertible Promissory Notes 58	22,112
Convertible Promissory Notes 59	91,111
Convertible Promissory Notes 60	$ 9,111
Convertible Promissory Notes 61	10.00%
Convertible Promissory Notes 62	$ 0.005
Convertible Promissory Notes 63	50.00%
Convertible Promissory Notes 64	$ 68,524
Convertible Promissory Notes 65	68,524
Convertible Promissory Notes 66	51,150
Convertible Promissory Notes 67	$ 8,650
Convertible Promissory Notes 68	10.00%
Convertible Promissory Notes 69	50.00%
Convertible Promissory Notes 70	$ 218,566
Convertible Promissory Notes 71	42,500
Convertible Promissory Notes 72	176,066
Convertible Promissory Notes 73	132,222
Convertible Promissory Notes 74	$ 32,222
Convertible Promissory Notes 75	10.00%
Convertible Promissory Notes 76	$ 0.005
Convertible Promissory Notes 77	50.00%
Convertible Promissory Notes 78	$ 594,279
Convertible Promissory Notes 79	100,000
Convertible Promissory Notes 80	494,279
Convertible Promissory Notes 81	99,833
Convertible Promissory Notes 82	$ 31,333
Convertible Promissory Notes 83	10.00%
Convertible Promissory Notes 84	$ 0.005
Convertible Promissory Notes 85	50.00%
Convertible Promissory Notes 86	$ 552,754
Convertible Promissory Notes 87	68,500
Convertible Promissory Notes 88	484,254
Convertible Promissory Notes 89	116,600
Convertible Promissory Notes 90	$ 16,600
Convertible Promissory Notes 91	10.00%
Convertible Promissory Notes 92	50.00%
Convertible Promissory Notes 93	$ 269,317
Convertible Promissory Notes 94	100,000
Convertible Promissory Notes 95	169,317
Convertible Promissory Notes 96	80,850
Convertible Promissory Notes 97	$ 12,350
Convertible Promissory Notes 98	10.00%
Convertible Promissory Notes 99	50.00%
Convertible Promissory Notes 100	$ 241,447
Convertible Promissory Notes 101	68,500
Convertible Promissory Notes 102	172,947
Convertible Promissory Notes 103	181,209
Convertible Promissory Notes 104	$ 22,809
Convertible Promissory Notes 105	10.00%
Convertible Promissory Notes 106	50.00%
Convertible Promissory Notes 107	$ 130,829
Convertible Promissory Notes 108	130,829
Convertible Promissory Notes 109	183,056
Convertible Promissory Notes 110	$ 24,656
Convertible Promissory Notes 111	10.00%
Convertible Promissory Notes 112	$ 0.005
Convertible Promissory Notes 113	50.00%
Convertible Promissory Notes 114	$ 261,920
Convertible Promissory Notes 115	158,400
Convertible Promissory Notes 116	103,520
Convertible Promissory Notes 117	85,800
Convertible Promissory Notes 118	$ 10,800
Convertible Promissory Notes 119	10.00%
Convertible Promissory Notes 120	$ 0.005
Convertible Promissory Notes 121	50.00%
Convertible Promissory Notes 122	$ 153,245
Convertible Promissory Notes 123	75,000
Convertible Promissory Notes 124	78,245
Convertible Promissory Notes 125	85,800
Convertible Promissory Notes 126	$ 10,800
Convertible Promissory Notes 127	10.00%
Convertible Promissory Notes 128	50.00%
Convertible Promissory Notes 129	$ 119,337
Convertible Promissory Notes 130	75,000
Convertible Promissory Notes 131	44,337
Convertible Promissory Notes 132	141,680
Convertible Promissory Notes 133	$ 17,880
Convertible Promissory Notes 134	10.00%
Convertible Promissory Notes 135	$ 0.005
Convertible Promissory Notes 136	50.00%
Convertible Promissory Notes 137	$ 226,203
Convertible Promissory Notes 138	123,800
Convertible Promissory Notes 139	102,403
Convertible Promissory Notes 140	1,527,301
Convertible Promissory Notes 141	1,527,301
Convertible Promissory Notes 142	1,417,101
Convertible Promissory Notes 143	158,778
Convertible Promissory Notes 144	520,000
Convertible Promissory Notes 145	298,728
Convertible Promissory Notes 146	111,072
Convertible Promissory Notes 147	597,871
Convertible Promissory Notes 148	1,144,229
Convertible Promissory Notes 149	67,219
Convertible Promissory Notes 150	100,270
Convertible Promissory Notes 151	78,688
Convertible Promissory Notes 152	399,010
Convertible Promissory Notes 153	232,500
Convertible Promissory Notes 154	3,376,673
Convertible Promissory Notes 155	1,162,058
Convertible Promissory Notes 156	461,979
Convertible Promissory Notes 157	828,693
Convertible Promissory Notes 158	191,170
Convertible Promissory Notes 159	(241,359)
Convertible Promissory Notes 160	1,471,967
Convertible Promissory Notes 161	768,175
Convertible Promissory Notes 162	551,242
Convertible Promissory Notes 163	268,611
Convertible Promissory Notes 164	(281,187)
Convertible Promissory Notes 165	354,046
Convertible Promissory Notes 166	(393,704)
Convertible Promissory Notes 167	(252,160)
Convertible Promissory Notes 168	0
Convertible Promissory Notes 169	$ 22,476

XML

Related Party Transactions (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Related Party Transactions 1	$ 65,000
Related Party Transactions 2	1,115
Related Party Transactions 3	24,000
Related Party Transactions 4	0
Related Party Transactions 5	0
Related Party Transactions 6	0
Related Party Transactions 7	$ 115,000

XML

Going Concern and Liquidity Considerations (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Going Concern And Liquidity Considerations 1	$ 6,438,832
Going Concern And Liquidity Considerations 2	2,473,600
Going Concern And Liquidity Considerations 3	56,757,946
Going Concern And Liquidity Considerations 4	$ 50,806,439

XML

Commitments and Contingencies (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 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	$ 68,000
Commitments And Contingencies 12	$ 5,993
Commitments And Contingencies 13	50.00%
Commitments And Contingencies 14	70.00%
Commitments And Contingencies 15	50.00%
Commitments And Contingencies 16	70.00%
Commitments And Contingencies 17	$ 250,000
Commitments And Contingencies 18	250,000
Commitments And Contingencies 19	$ 750,000

XML

Discontinued Operations (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 CAD
Discontinued Operations 1	51.00%
Discontinued Operations 2	CAD 10,000

XML

Provisions (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($) shares
Provisions 1 | shares	24,642,857
Provisions 2 | $	$ 0.0005
Provisions 3 | shares	90,000,000
Provisions 4 | $	$ 42,944

XML

Subsequent Events (Narrative) (Details)	9 Months Ended
	Mar. 31, 2017 USD ($) $ / shares shares
Subsequent Events 1 | $	$ 680,000
Subsequent Events 2 | $	$ 141,627
Subsequent Events 3	10.00%
Subsequent Events 4	50.00%
Subsequent Events 5 | $	$ 28,600
Subsequent Events 6	10.00%
Subsequent Events 7	50.00%
Subsequent Events 8 | $	$ 28,600
Subsequent Events 9	10.00%
Subsequent Events 10	50.00%
Subsequent Events 11 | $	$ 687,850
Subsequent Events 12	10.00%
Subsequent Events 13 | $ / shares	$ 0.005
Subsequent Events 14	50.00%
Subsequent Events 15	32,928,075
Subsequent Events 16 | $ / shares	$ 0.0008
Subsequent Events 17	36,263,400
Subsequent Events 18 | $ / shares	$ 0.00075
Subsequent Events 19	60,000.0
Subsequent Events 20 | $ / shares	$ 0.00075
Subsequent Events 21	90,000.0
Subsequent Events 22	38,715,966
Subsequent Events 23 | $ / shares	$ 0.0006
Subsequent Events 24	60,000.0
Subsequent Events 25 | $ / shares	$ 0.00055
Subsequent Events 26	42,367,109
Subsequent Events 27 | $ / shares	$ 0.00055
Subsequent Events 28	50,083,181
Subsequent Events 29 | $ / shares	$ 0.00055
Subsequent Events 30	70,000.0
Subsequent Events 31 | $ / shares	$ 0.00055
Subsequent Events 32	51,849,000
Subsequent Events 33 | $ / shares	$ 0.00045
Subsequent Events 34	80,000.0
Subsequent Events 35 | $ / shares	$ 0.0004
Subsequent Events 36	42,465,733
Subsequent Events 37 | $ / shares	$ 0.0003
Subsequent Events 38	100,000,000

XML

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	9 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
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	$ 5,951,435
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3	2,083,002
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4	(75,633)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5	(26,472)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6	(2,229,270)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 7	(780,244)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 8	(1,459,026)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 9	(510,659)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 10	(1,144,229)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 11	(400,480)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 12	(42,944)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 13	(15,030)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 14	1,000,333
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 15	350,117
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 16	(1,000,333)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 17	(350,117)
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
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		$ 913,121
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3		319,592
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4		$ (699,718)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5		(244.901)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6		$ 576,533
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 7		201,787
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 8		(399,010)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 9		(139,438)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 10		7,468
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 11		2,614
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 12		398,393
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 13		139,438
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 14		(398,393)
Provision For Income Taxes Schedule Of Deferred Tax Assets And Liabilities 15		(136,438)
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

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Schedule of Non-Convertible Promissory Notes (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Promissory Notes Schedule Of Non-convertible Promissory Notes 1	$ 0
Promissory Notes Schedule Of Non-convertible Promissory Notes 2	460,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 3	460,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 4	0
Promissory Notes Schedule Of Non-convertible Promissory Notes 5	0
Promissory Notes Schedule Of Non-convertible Promissory Notes 6	60,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 7	30,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 8	30,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 9	0
Promissory Notes Schedule Of Non-convertible Promissory Notes 10	520,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 11	490,000
Promissory Notes Schedule Of Non-convertible Promissory Notes 12	$ 30,000

XML

Schedule of Summary of Convertible Promissory Note (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 1	$ 21,908
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 2	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 3	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 4	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 5	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 6	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 7	21,908
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 8	185,314
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 9	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 10	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 11	(162,789)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 12	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 13	(15,304)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 14	7,222
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 15	15,768
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 16	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 17	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 18	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 19	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 20	(15,768)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 21	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 22	7,150
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 23	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 24	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 25	0
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	7,150
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 29	10,220
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 30	(10,220)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 31	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 32	76,239
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 33	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 34	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 35	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 36	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 37	(76,239)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 38	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 39	36,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 40	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 41	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 42	(36,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 43	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 44	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 45	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 46	30,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 47	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 48	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 49	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 50	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 51	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 52	30,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 53	20,800
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 54	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 55	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 56	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 57	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 58	(20,800)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 59	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 60	12,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 61	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 62	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 63	(12,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 64	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 65	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 66	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 67	36,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 68	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 69	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 70	(18,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 71	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 72	(18,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 73	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 74	17,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 75	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 76	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 77	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 78	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 79	(17,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 80	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 81	29,750
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 82	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 83	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 84	(24,750)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 85	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 86	(5,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 87	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 88	49,197
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 89	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 90	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 91	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 92	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 93	(49,197)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 94	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 95	13,200
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 96	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 97	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 98	(13,200)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 99	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 100	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 101	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 102	12,100
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 103	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 104	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 105	(12,100)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 106	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 107	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 108	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 109	42,986
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 110	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 111	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 112	(2,216)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 113	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 114	(40,770)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 115	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 116	197,067
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 117	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 118	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 119	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 120	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 121	(197,067)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 122	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 123	30,250
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 124	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 125	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 126	(30,250)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 127	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 128	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 129	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 130	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 131	40,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 132	4,067
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 133	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 134	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 135	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 136	44,067
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 137	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 138	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 139	16,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 140	(169,920)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 141	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 142	53,920
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 143	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 144	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 145	25,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 146	1,502
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 147	(120,000)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 148	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 149	120,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 150	26,502
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 151	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 152	125,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 153	10,143
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 154	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 155	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 156	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 157	135,143
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 158	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 159	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 160	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 161	(87,772)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 162	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 163	108,697
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 164	20,925
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 165	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 166	232,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 167	13,396
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 168	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 169	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 170	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 171	245,396
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 172	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 173	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 174	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 175	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 176	(232,500)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 177	235,500
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 178	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 179	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 180	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 181	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 182	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 183	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 184	1,398,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 185	1,398,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 186	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 187	110,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 188	7,739
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 189	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 190	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 191	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 192	117,739
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 193	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 194	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 195	4,345
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 196	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 197	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 198	93,063
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 199	97,408
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 200	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 201	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 202	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 203	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 204	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 205	35,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 206	35,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 207	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 208	40,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 209	3,365
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 210	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 211	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 212	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 213	43,365
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 214	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 215	147,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 216	6,544
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 217	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 218	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 219	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 220	153,544
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 221	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 222	25,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 223	2,135
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 224	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 225	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 226	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 227	27,135
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 228	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 229	25,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 230	1,572
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 231	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 232	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 233	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 234	26,572
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 235	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 236	87,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 237	4,091
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 238	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 239	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 240	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 241	91,091
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 242	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 243	37,500
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 244	1,923
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 245	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 246	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 247	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 248	39,423
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 249	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 250	82,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 251	2,211
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 252	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 253	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 254	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 255	84,211
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 256	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 257	42,500
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 258	1,639
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 259	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 260	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 261	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 262	44,139
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 263	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 264	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 265	5,310
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 266	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 267	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 268	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 269	105,310
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 270	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 271	68,500
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 272	5,043
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 273	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 274	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 275	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 276	73,543
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 277	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 278	100,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 279	2,738
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 280	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 281	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 282	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 283	102,738
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 284	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 285	68,500
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 286	1,804
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 287	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 288	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 289	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 290	70,304
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 291	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 292	316,800
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 293	3,735
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 294	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 295	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 296	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 297	320,535
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 298	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 299	75,000
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 300	513
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 301	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 302	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 303	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 304	75,513
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 305	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 306	198,800
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 307	453
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 308	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 309	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 310	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 311	199,253
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 312	842,950
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 313	2,045,600
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 314	100,268
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 315	(688,997)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 316	(232,500)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 317	1,575,882
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 318	3,643,201
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 319	(223,181)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 320	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 321	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 322	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 323	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 324	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 325	(1,397,239)
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 326	619,769
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 327	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 328	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 329	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 330	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 331	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 332	2,245,962
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 333	619,769
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 334	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 335	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 336	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 337	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 338	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 339	2,245,962
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 340	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 341	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 342	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 343	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 344	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 345	0
Convertible Promissory Notes Schedule Of Summary Of Convertible Promissory Note 346	$ 0

XML

Schedule of Valuation Assumptions (Details)	9 Months Ended
	Mar. 31, 2017
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	264.4
Convertible Promissory Notes Schedule Of Valuation Assumptions 4	284.40%
Convertible Promissory Notes Schedule Of Valuation Assumptions 5	346.6
Convertible Promissory Notes Schedule Of Valuation Assumptions 6	453.30%
Convertible Promissory Notes Schedule Of Valuation Assumptions 7	1.03%
Convertible Promissory Notes Schedule Of Valuation Assumptions 8	0.39%
Convertible Promissory Notes Schedule Of Valuation Assumptions 9	0.66%
September 8, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
October 10, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
October 19, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
October 27, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	24119.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
October 31, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
November 14, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
November 22, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	59.00%
November 30, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	59.00%
December 23, 2016 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
December 29, 2016 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	241.19%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	85.00%
January 17, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
January 25, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
January 26, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
January 27, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
February 3, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
March 1, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
March 1, 2017 Embedded Derivatives 2 [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
March 13, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
March 20, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%
March 28, 2017 Embedded Derivatives [Member]
Convertible Promissory Notes Schedule Of Valuation Assumptions 1	0.00%
Convertible Promissory Notes Schedule Of Valuation Assumptions 2	284.38%
Convertible Promissory Notes Schedule Of Valuation Assumptions 3	1.03%

XML

Schedule of Changes in Fair Value of Convertible Promissory Notes (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 1	$ 1,646,448
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 2	1,027,009
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 3	(768,175)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 4	(743,224)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 5	1,162,058
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 6	4,447,288
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 7	(1,471,967)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 8	(298,728)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 9	(461,979)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 10	3,376,672
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Convertible Promissory Notes 11	$ 461,979

XML

Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions (Details)	9 Months Ended
	Mar. 31, 2017
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	252.20%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 4	229.1
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 5	275.40%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 6	1.03%
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 7	0.71
Convertible Promissory Notes Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 8	1.01%

XML

Schedule of Stockholders' Equity Warrants Activity (Details)	9 Months Ended
	Mar. 31, 2017 USD ($) yr
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 1	$ 27,092
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 2	100.98
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 3 | yr	3.79
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 4	$ (120)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 5	280.00
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 6	$ 0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 7	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 8	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 9	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 10	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 11	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 12	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 13	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 14	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 15	0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 16	$ 26,972
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 17	100.20
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 18 | yr	2.79
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	$ (550)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 26	280.00
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 27	$ 0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 28	$ (10,834)
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 29	164.80
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 30	$ 0
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 31	$ 15,588
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 32	213.50
Convertible Promissory Notes Schedule Of Stockholders' Equity Warrants Activity 33 | yr	2.76

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Schedule of Changes in Fair Value of Financial Liabilities (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 1	$ 143,375
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 2	0
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 3	(22,476)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 4	147,712
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 5	268,611
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 6	(111,073)
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 7	393,704
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 8	551,242
Convertible Promissory Notes Schedule Of Changes In Fair Value Of Financial Liabilities 9	$ 393,704

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Schedule of Discontinued Operations, Consolidated Statements of Operations and Comprehensive Loss (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 1	$ 0
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	0
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 4	0
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 5	(61)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 6	(290)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 7	(141)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 8	(78,860)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 9	(61)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 10	(290)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 11	(141)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Statements Of Operations And Comprehensive Loss 12	$ (78,860)

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Schedule of Discontinued Operations, Consolidated Balance Sheets (Details)	9 Months Ended
	Mar. 31, 2017 USD ($)
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 1	$ 1,195
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 2	1,301
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 3	637
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 4	651
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 5	1,782
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 6	1,822
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 7	15,882
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 8	16,237
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 9	19,496
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 10	20,011
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 11	6,280
Discontinued Operations Schedule Of Discontinued Operations, Consolidated Balance Sheets 12	$ 6,420