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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2014

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

For the transition period from ______ to _______

Commission File Number 000-53276

GRID PETROLEUM CORP.

[grpr10q63014_10q002.gif]

(Name of small business issuer in its charter)



Nevada		30-0690324
(State of incorporation)		(I.R.S. Employer Identification No.)

720 South Colorado Blvd Denver, CO 80246

(Address of principal executive offices)

(720) 590-4730

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ]No[X]

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



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

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

As of August 6, 2014, there were 6,442,541,470shares of the registrant’s $0.001 par value common stock issued and outstanding.

_____________________________________________________________________________________________

GRID PETROLEUM CORP.*

TABLE OF CONTENTS



		Page
PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	17


PART II.OTHER INFORMATION		18

ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

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

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

ITEM 4.	MINE SAFETY DISCLOSURES

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS

Special Note Regarding Forward-Looking Statements

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

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”GRPR,” "our," "us," the "Company," refers to Grid Petroleum Corp.

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

GRID PETROLEUM CORP.

(An Exploration Stage Company)

Consolidated Financial Statements

(Unaudited)

(Expressed in US dollars)

June 30, 2014

Financial Statement Index

Consolidated Balance Sheets (unaudited)

F-1

Consolidated Statements of Operations (unaudited)

F-2

Consolidated Statements of Cash Flows (unaudited)

F-3

Notes to the Consolidated Financial Statements (unaudited)

F-5


GRID PETROLEUM CORP.
(Known as SUNBERTA RESOURCES INC.)
(An Exploration Stage Company)
(Unaudited)
Consolidated Balance Sheet
as of June 30, 2014 and March 31, 2014

	June 30,	March 31,
	2014	2014
ASSETS
Current assets:
Cash	$ 200	$ -
Total current assets	200	-

Due from related party	16,848	17,048
Oil & gas properties	7,026,666	7,026,666
Rights to future exploration costs	-	-
TOTAL ASSETS	$ 7,043,714	$ 7,043,714

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENT)
Current liabilities:
Accounts payable	11,285	9,321
Due to related party	16,144	7,195
Notes payable, net of discount	764,687	711,784
Notes payable, interest	59,392	44,296
Derivative liability	678,380	1,747,378
Stockholder loans	405,959	368,459
Total Current Liabilities	1,935,847	2,888,432
Shareholder's Equity:
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,319,500 and 1,432,000 shares issued and outstanding June 30, 2014 and March 31, 2014 respectively	1,320	1,320
Common stock, $0.001 par value,7,500,000,000 shares authorized; 6,442,541,470 and 4,896,649,008 shares issued and outstanding June 30, 2014 and March 31, 2014 respectively	6,442,541	4,896,649
Additional paid in capital	9,854,566	11,169,172
Accumulated other comprehensive loss	4,144	4,144
Accumulated (deficit) during developmental stage	(123,849)	(123,849)
Accumulated (deficit) during exploration stages	(11,070,855)	(11,792,154)
Total shareholders' equity	5,107,866	4,155,281
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$ 7,043,714	$ 7,043,714

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


GRID PETROLEUM CORP.
(Known as SUNBERTA RESOURCES INC.)
(An Exploration Stage Company) (Unaudited)
Consolidated Statements of Operations and Comprehensive Profit (Loss)
				From
				Inception
				(March 31, 2009
	For the three months ended		through
	June 30,		June 30,
	2014	2013		2014)
Revenue	$ -	$ -		$ -

Operating expenses
Impairment of rights to future exploration costs	-	663,967		4,825,334
Impairment of oil and gas properties	-	-		85,334
Consulting	37,500	37,500		1,581,050
Depreciation	-	-		2,759
Interest expense	-	-		8,989
Investor relations	-	-		89,753
Management fees	30,000	23,155		226,515
Lease	-	-		9,931
Professional fees	59,200	18,495		388,621
Salaries & benefits	-	-		22,294
Other G&A expenses	19,713	2,696		732,434
Loss from operations	(146,413)	(745,813)		(7,973,015)

Other income/ (expense)
Change in derivative liability	920,962	(561,332)		(774,549)
Interest on convertible notes	(53,250)	(32,561)		(2,323,292)
Total other income/expenses	867,712	(593,893)		(3,097,841)

Profit (Loss) before income taxes	721,299	(1,339,706)		(11,070,855)

Income taxes	-	-		-

Net Profit (Loss)	721,299	(1,339,706)		(11,070,855)

Other comprehensive gain (loss)
Loss on elimination of convertible notes	-	-		-
Foreign currency translation adjustments	-	-		4,144
Comprehensive Profit (Loss)	721,299	(1,339,706)		(11,066,711)

Per share information
Basic, weighted number of common shares outstanding	6,063,787,274	654,384,654
Net profit (loss) per common share	0.00	(0.00)

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


GRID PETROLEUM CORP.
(Known as SUNBERTA RESOURCES INC.)
(An Exploration Stage Company)
(Unaudited)
Consolidated Statements of Cash Flows
			From
			Inception
	For the three months ended		(March 31, 2009
	June 30,		through
	2014	2013	June 30, 2014)
Operating Activities:
Net profit (loss) in exploration stage	$ 721,299	$ (1,339,706)	$ (11,070,855)
Net loss in development stage	-	-	(123,849)
Adjustment to reconcile net loss to net cash used
in operating activities
Impairment of rights to future exploration costs	-	663,967	4,825,334
Impairment of oil and gas properties	-	-	85,334
Depreciation	-	-	2,759
Change in debt discount	33,868	-	(26,341)
Change in derivative liabilities	(1,068,998)	542,418	678,380
Consulting fees paid in shares	-	-	-
Changes in assets and liabilities:
Increase (decrease) in interest payable	15,096	6,248	59,392
Increase (decrease) in accounts payable	1,964	16,050	11,285
Decrease (increase) in due from related party	200	-	(16,848)
Net cash used in operating activities	(296,570)	(111,023)	(5,575,408)
Investing Activities:
Purchase/disposal of equipment	-	-	(2,759)
Purchase of oil & gas properties	-	-	(11,937,334)
Net cash used in investing activities	-	-	(11,940,093)
Financing Activities:
Proceeds from note payable	19,035	(10,337)	791,028
Proceeds from stockholders' loans	37,500	37,723	405,959
Due to related party	8,949	-	16,144
Issuance of preferred stock	-	-	1,320
Proceeds from sale of common stock	231,286	83,064	16,297,107
Net cash provided by financing activities	296,770	110,450	17,511,557
Accumulated other comp income	-	-	4,144
Change in cash	200	(573)	200
Cash at the beginning of the period	-	573	-
Cash at the end of the period	$ 200	$ -	$ 200

Supplementary disclosure for non-cash
investing and financing activities
Forgiveness of accounts payable-related parties	-	-	7,382
Forgiveness of shareholder's loan	-	-	27,500
Stock issued to retire debt	-	-	733,062
Swap of a portion of oil & gas properties for
rights to future exploration costs	-	-	4,825,334

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

F-3

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Unaudited)

Organization and Description of Business

Grid Petroleum Corp. (the “Company”) was incorporated in the State of Nevada with the name Sunberta Resources Inc. on November 15, 2006. The Company moved through the exploration stage and the Exploration Stage and is currently in the exploration stage once more. Its principal business is the acquisition and exploration of mineral claims and oil & gas properties.

On November 16, 2006, the Company acquired all the issued and outstanding shares of Sunberta Resources Inc. (“Sunberta Alberta”) an inactive corporation incorporated in the province of Alberta, Canada on September 19, 2006. The consideration for the acquisition of Sunberta Alberta was 2,000 shares (on a post-split basis) of the Company.

In January, 2007, Sunberta Alberta acquired seven placer claim tenures on southern Vancouver Island, British Columbia, Canada. During the year ended March 31, 2009, the Company abandoned three of the placer claim tenures and decided to abandon the remaining four properties. Between May 31, 2009 and June 14, 2009, the remaining four placer claim tenures expired. The carrying cost of the properties was written off and the operations associated with the properties were treated in the financial statements as discontinued operations in the year ended March 31, 2009. The Company entered the Exploration Stage on March 31, 2009, to seek other opportunities. See also note 2.

On November 18, 2009, the Company changed its name to Grid Petroleum Corp. (formerly known as Sunberta Resources, Inc.).

The Company’s activities to December 31, 2009, were carried on in Alberta and British Columbia, Canada. In February, 2010, operations were carried on in England. In mid-2010 the Company began to focus on its mineral properties in the United States, and activities of the Company thenceforth were controlled from the United States.

On May 14, 2010, the Company acquired from the CEO for nominal consideration all the issued shares of Grid Petroleum Ltd. (“Grid UK”), a company incorporated in January 27, 2010, under the laws of England. The purpose of Grid UK is to maintain bank accounts in the UK as nominee for the Company. Grid UK does not have any assets, liabilities or operations of its own.

On January 20, 2011, the Company entered into a Share Exchange Agreement (the “Agreement”) with a Nevada corporation, Joaquin Basin Resources Inc., (“Seller”), and its stockholders, (“Selling Shareholders”). Pursuant to the provisions of the Agreement, the Company issued to the Selling Shareholders (i) 62,000,000 shares of Company common stock and (ii) 2,076,324 shares of convertible preferred stock, in exchange for the transfer and delivery to the Company by the Selling Shareholders of the 62,000,000 shares of common stock issued by the Seller, which were all of the issued and outstanding securities of the Seller. As a result of the related transaction on February 1, 2011, the Seller became a wholly owned subsidiary of the Company. The issue of preferred stock was delayed until February 2012. None of the parties to the Agreement is a related person.

On May 23, 2012, we executed an agreement to acquire a 10% percent working interest, 7.5% net revenue interest, from a third party interest holder of the Garcia #3 well in Jim Wells County, Texas. The Company agreed to purchase the working interest for $300,000, payable in convertible promissory note with Direct Capital, convertible into 0.001 shares of the Company’s common stock. The convertible promissory note was executed on May 23, 2012.

On October 1, 2013 the Company executed a Convertible Promissory Note for $384,000 for oilfield management and industry support for the Company’s expansion efforts into California, Texas, and Oklahoma. Additional support has been is being provided on an ongoing basis for evaluation into North Dakota and Colorado for future expansion efforts. The note represents a monthly fee of $16,000.00 per month for the last 24 months of work provided to the company.

F-4

Principles of Consolidation

The consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries, Sunberta Alberta, Grid Petroleum Ltd. (“Grid UK”) and Joaquin Basin Resources, Inc. All significant inter-company balances and transactions are eliminated.

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with an original maturity of three months or less when purchased. As at June 30, 2014 and 2013, the Company did not have any cash equivalents.

Mineral Properties and Exploration Expenses

Mineral properties purchased are capitalized and carried at cost. Exploration and development cost are charged to operations as incurred until such time that proven or probable ore reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from reserves equals or exceeds the cost deferred. The deferred cost will be amortized using the unit-of-production method when a property reaches commercial production.

Oil and Gas Properties and Exploration Expenses

Oil and gas property acquisition costs are capitalized and carried at cost. Exploration and development costs are accounted for on the successful-efforts method, whereby the costs related to successful projects are capitalized and all costs incurred as a result of unsuccessful projects are expensed when it is determined that the exploration efforts on that property are unsuccessful. The Company will periodically analyze exploration efforts, once exploration on its oil and gas properties has commenced, to determine which projects have been unsuccessful in establishing proved reserves. The costs of unsuccessful projects will be expensed.

Impairment of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operating cash flows in accordance with ASC No. 144, Property, Plant and Equipment. If impairment is deemed to exist, it will be written down to its fair value. Fair value is generally determined using a discounted cash flow analysis. As at June 30, 2014, the Company does not believe any adjustment for impairment is required.

Asset Retirement Obligations

The Company has adopted FASB Accounting Standards Codification Topic (“ASC”) No. 410, Asset Retirement and Environmental Obligations which requires that the fair value of liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC No. 410 requires a liability to be recorded for the present value of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived asset. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. The Company has not incurred any asset retirement obligations as at June 30, 2014.

Advertising Expenses

Advertising costs are expensed as incurred.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles of United States of America 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 amounts of revenues and expenses during the reporting period.

F-5

Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Loss Per Share

Basic loss per share of common stock is computed by dividing the net loss by the weighted average number of common shares outstanding during the period after giving retroactive effect to the forward stock split affected on January 14, 2008 (see Note 12.) Diluted earnings (loss) per share is equal to the basic per share for the years ended March 31, 2014, 2013, 2012, and 2011. Common stock equivalents are not included in the loss per share since they are anti-dilutive. All per share amounts have been adjusted for the forward stock split.

Fair Value of Financial Instruments

The carrying value of cash, notes payable, and accounts at June 30, 2014 and 2013 reflected in these financial statements approximates their fair value due to the short-term maturity of these financial instruments.

Income Taxes

The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Comprehensive Income

The Company has adopted ASC No. 220, Comprehensive Income. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.

Exploration Stage

The Company entered the exploration stage upon its inception. The Company exited the development stage and entered the Exploration Stage on March 31, 2009 when the Company’s mineral claims tenures in British Columbia were abandoned and the Company started seeking new business. The Company exited the Exploration Stage and entered a new exploration stage on March 31, 2010 after the Company acquired oil and gas properties in Wyoming. In January 2011, the Company acquired oil and gas properties in California and started planning to explore the properties.

Recent Accounting Pronouncements

The Company has reviewed recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have a material impact on its results of operations or financial position.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation.

2. GOING CONCERN

These consolidated financial statements have been prepared on a going-concern basis which assumes the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.

The Company has experienced substantial losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as going concern. The ability of the Company to

F-6

meet its commitments as they become payable, including the completion of acquisitions, exploration and development of oil and gas properties and projects, is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations. There is no assurance the Company will be successful in achieving these goals.

The Company does not have sufficient cash to fund its desired exploration for the next twelve months. The Company has arranged financing as described in Note 4 and intends to draw upon this financing arrangement to fund exploration, production and administration. This financing may be insufficient to fund expenditures or other cash requirements required to find, develop and exploit oil and reserves to the point of profitable operations. There can be no assurance the Company will be successful in finding oil and gas reserves. The Company plans to seek additional financing if necessary in private or public equity offering to secure future funding for operations. There can be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, the implementation of the Company’s business plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

These financial statements do not give effect to adjustments to the amounts and classification to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

3. OIL AND GAS PROPERTIES

The Company has oil and gas properties in California.

On January 20, 2011, the Company purchased, through its subsidiary Joaquin Basin Resources Inc., a 50% working interest (37% net revenue interest) in a mineral lease on 4,000 acres in Kings and Fresno counties in California. The lease was initially recorded at the cost of issuing 62,000,000 common shares. On January 20, 2012, 2,076,000 shares of convertible preferred stock were issued in concluding the Joaquin Basin purchase agreement. The cost of the issue, $4,152,000, was based on the value of preferred stock as if converted to common stock. The total cost, $7,026,666, was supported bya volumetric analysis.

On November 21, 2011, a portion of the interest in the lease was swapped for a future “carry” of exploration costs and administration of the lease. Grid’s 50% working interest (37.5% net revenue interest) was reduced to 30% and 14% respectively. The co-lessee, is the obligor under the agreement. Future exploration costs include the operating “carry” costs of the lease and drilling costs of the first well, named “First Farmin Well.” The exploration costs were valued based on the percentage reduction in net revenue interest. A reduction of $4,825,334 in the value of the Joaquin Basin property was recorded.

Impairment of the California properties from their recorded acquisition values was considered at March 31, 2014 and 2013. Management considered that there were no changes in circumstances that would warrant impairment from the estimated values indicated by independently prepared geological reports.

On October 18, 2013, the Company entered into an Asset Swap Agreement (the “Asset Swap Agreement”) by and amongst the Company, Xploration Inc., a Nevada Corporation (“Xploration”) and Solimar Energy, LLC, a California limited liability company (“Solimar”); thereby, swapping certain land leases as described below, forgiveness of delay rentals and terminating the (a) Kreyenhagen Trend Joint Operating Agreement dated March 1, 2011, between Solimar and Xploration (“Kreyenhagen Trend JOA”), (b) Jacalitos Joint Operating Agreement dated March 1, 2011, between Solimar and Xploration (“Jacalitos JOA”) and the (c) Farmin / Settlement Agreement dated November 3, 2011, between Solimar and Xploration, with an effective date as of September 1, 2013.

Solimar assigned eighty four percent (84%) of its interest in the Bureau of Land Management Lease, serial number: CACA 49877 representing 1,140.62 gross and net landowner acres that is a part of the Kreyenhagen Trend to the Company.

The Company has oil and gas properties in Wyoming which it does not wish to develop and, accordingly has recorded an impairment in the amount of $85,334 at March 31, 2013.

In connection with an Amendment to an Asset Purchase Agreement dated November 21, 2011, the Company recorded rights to future exploration costs in the amount of $4,825,334 on its balance sheet as of March 31, 2012. The Company recorded a full impairment as of March 31, 2013.

F-7

Oil and gas properties are summarized as follow as at June 30, 2014:



		Proved
Unconventional Acreage	$	7,026,666

4. NOTE PAYABLE

Notes payable Comprised as the following:


		June 30,	March 31,
		2014	2014
Asher Note #4		13,000	13,000
Asher Note #11		-	400
Asher Note #13		-	10,425
Asher Note #14		-	32,500
Special Situations		21,491	21,491
Direct Capital #1		70,671	70,671
Direct Capital #2		384,000	384,000
Syndication Capital #1		5,000	5,000
Syndication Capital #2		14,072	14,072
Syndication Capital #3		11,000	11,000
Syndication Capital #4		11,000	11,000
Syndication Capital #5		11,000	11,000
Syndication Capital #6		16,000	16,000
Syndication Capital #7		16,000	16,000
Syndication Capital #8		16,000	16,000
Syndication Capital #9		16,000	16,000
Syndication Capital #10		16,000	16,000
Syndication Capital #11		16,000	16,000
Syndication Capital #12		48,000	-
Gel Properties #2		-	22,190
Coventry Enterprises #2		26,793	40,243
LG Capital Funding		29,000	29,000
New Venture Attorneys		50,000	-
		$ 791,028	$ 771,993
	Debt discount	(26,341)	(60,209)
	Accrued interest	59,392	44,296
		$ 824,079	$ 756,079

Asher Note #4

On April 4, 2013, the Company arranged a debt swap under which a Special Situations Fund note for $40,000 was transferred to Asher Enterprises. The promissory note is unsecured, bears interest at 8% per annum. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the three month period ending June 30, 2014, the Company accrued $713 (three month period ended June 30, 2013 - $5,298) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.

On June 30, 2013, the Company recorded a derivative liability of $66,774 being the fair value of the conversion feature which was determined using the Black-Scholes valuation method.

F-8

During the three month period ended June 30, 2014, the Company recorded a gain of $22,551 (three month period ended June 30, 2013 - loss of $66,774) due to the change in value of the derivative liability.

As at June 30, 2014, principal balance of $13,000 (June 30, 2013 - $13,000), accrued interest of $3,706 (June 30, 2013 - $5,298), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $18,844 (June 30, 2013 - $29,483) was recorded.

Asher Note #11

On November 2, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $27,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 6, 2013. During the three month period ended June 30, 2014, the Company accrued $0 (three month period ended June 30, 2013 - $1,372) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 58% of the market price, where market price is defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.

On May 2, 2013 the Company recorded a debt discount and derivative liability of $29,050, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014 the Company recorded a credit of $400 to the principal balance with a corresponding increase to additional paid in capital. As per Asher Enterprises, the note has fully converted and has a zero balance due.

As at June 30, 2014, principal balance of $0 (June 30, 2013 - $19,400), accrued interest of $0 (June 30, 2013 - $1,372), debt discount of $0 (June 30, 2013 - $2,737) and a derivative liability of $0 (June 30, 2013 - $41,440) was recorded.

Asher Note #13

On June 16, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $27,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 17, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the three month period ended June 30, 2014 the Company accrued $0 (three month period ended June 30, 2013 - $102) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 51% of the market price, where market price is defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date.”

On December 11, 2013 the Company recorded a debt discount and derivative liability of $38,033, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014, the Company recorded a gain of $14,847 (three month period ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $0 (three month period ended June 30, 2013 - $0) was accreted to the statement of operations.

During the three month period ended June 30, 2014 the Company issued an aggregate of 230,500,000 common shares upon the conversion of principal amount of $10,425 and interest amount of $1,100. The derivative liability amounting to $21,196 was re-classified to additional paid in capital.

F-9

As at June 30, 2014, principal balance of $0 (June 30, 2013 - $27,500), accrued interest of $0 (June 30, 2013 - $102), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Asher Note #14

On August 2, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $32,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 5, 2014. During the three month period ended June 30, 2014 the Company accrued $0 (three month period ended June 30, 2013 - $0) in interest expense.

On January 30, 2014 the Company recorded a debt discount and derivative liability of $25,319, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014, the Company recorded a gain of $56,576 (three month period ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $9,328 (three month period ended June 30, 2013 - $0) was accreted to the statement of operations.

During the three month period ended June 30, 2014 the Company issued an aggregate of 676,000,000 common shares upon the conversion of principal amount of $32,500 and interest amount of $1,300. The derivative liability amounting to $55,789 was re-classified to additional paid in capital.

As at June 30, 2014, principal balance of $0 (June 30, 2013 - $0), accrued interest of $0 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

Special Situations Fund One Note

On March 12, 2012, the Company arranged a debt swap under which an Asher Enterprises note for $40,000 was transferred to Special Situations Fund One for the Asher note plus an additional $21,491, for a total of $61,491.

On April 4, 2013, the Company transferred $40,000 of the note to Asher Enterprises. During the three month period ended June 30, 2014, the Company accrued $1,179 (three month period ended June 30, 2013 - $518) in interest expense.

On September 9, 2012, the Company recorded a derivative liability of $71,218, being the fair value of the conversion feature which was determined using the Black-Scholes valuation method.

During the three month period ended June 30, 2014, the Company recorded a gain of $40,340 (three month period ended June 30, 2013 – $31,855) due to the change in value of the derivative liability during the period.

As at June 30, 2014, principal balance of $21,491 (June 30, 2013 - $21,491), accrued interest of $20,226 (June 30, 2013 - $2,237), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $33,962 (June 30, 2013 - $48,740) was recorded.

Direct Capital Note #1

On December 31, 2012, the Company entered into a debt settlement agreement with Direct Capital Group, Inc., whereby the Company exchange $70,671 in total outstanding debt into Convertible Preferred Shares of the Company. Each of the Convertible Preferred shares will convert into common shares of the Company with the

F-10

conversion price being the lesser of $0.001 or shall equal the variable conversion price (the “Variable Conversion Price”). The Variable Conversion Price shall mean 50% multiplied by the market price (the “Market Price”). The

Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.

On December 31, 2012, the Company recorded an initial derivative liability of $94,326 being the fair value of the conversion feature which was determined using the Black-Scholes valuation method.

During the three month period ended June 30, 2014, the Company recorded a gain of $135,425 (three month period ended June 30, 2013 – loss of $79,807) due to the change in value of the derivative liability during the period.

As at June 30, 2014, principal balance of $70,671 (June 30, 2013 - $70,671), accrued interest of $0 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $114,230 (June 30, 2013 - $178,381) was recorded.

Direct Capital Note #2

On October 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital, Inc. in the sum of $384,000. The promissory note is unsecured, bears interest at 6% per annum, and matures on April 1, 2014. Any principal amount not paid by the maturity date shall bear interest at the rate of 12% per annum. During the three month period ended June 30, 2014 the Company accrued $11,488 (three month period ended June 30, 2013 - $0) in interest expense.

The note may be converted at the option of the holder into common stock of the Company. The conversion price is 70% of the market price, where market price is defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date.”

On October 31, 2013 the Company recorded a debt discount and derivative liability of $268,330, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014, the Company recorded a gain of $516,926 (three month period ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period, and debt discount of $1,474 (three month period ended June 30, 2013 - $0) was accreted to the statement of operations.

As at June 30, 2014, principal balance of $384,000 (June 30, 2013 - $0), accrued interest of $22,913 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $421,245 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #1

On December 31, 2012, the Company entered into a debt settlement agreement with Syndication Capital, whereby the Company exchanges $105,000 in total outstanding debt into Convertible Preferred Shares of the Company. Each of the Convertible Preferred shares will convert into common shares of the Company with the conversion price being the lesser of $0.001 or shall equal the variable conversion price (the “Variable Conversion Price”). The Variable Conversion Price shall mean 50% multiplied by the market price (the “Market Price”). The Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.

On December 31, 2012, the Company recorded an initial derivative liability of $140,146 being the fair value of the conversion feature which was determined using the Black-Scholes valuation method.

On August 4, 2013, the Company transferred $100,000 of the note to Gel Properties, LLC.

F-11

During the three month period ended June 30, 2014, the Company recorded a gain of $9,581 (three month period ended June 30, 2013 – loss of $118,574) due to the change in value of the derivative liability during the period.

As at June 30, 2014, principal balance of $5,000 (June 30, 2013 - $105,000), accrued interest of $0 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $8,082 (June 30, 2013 - $265,031) was recorded.

Syndication Capital Note #2

On July 31, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $14,072. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $772 (June 30, 2013 - $0) in interest expense.

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

As at June 30, 2014, principal balance of $14,072 (June 30, 2013 - $0), accrued interest of $1,831 (June 30, 2013 - $0), and debt discount of $0 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #3

On July 31, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $603 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $11,000 (June 30, 2013 - $0), accrued interest of $1,431 (June 30, 2013 - $0), and debt discount of $0 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #4

On August 31, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $603 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $11,000 (June 30, 2013 - $0), accrued interest of $1,239 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #5

On September 30, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014.

F-12

Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $597 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $11,000 (June 30, 2013 - $0), accrued interest of $1,033 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #6

On October 31, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $687 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $1,217 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #7

On November 30, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $497 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $921 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #8

On December 31, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $319 (June 30, 2013 - $0) in interest expense.

F-13

As at June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $635 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #9

On January 31, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $319 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $526 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #10

On February 28, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $319 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $428 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #11

On March 31, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $319 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $16,000 (June 30, 2013 - $0), accrued interest of $319 (June 30, 2013 - $0) was recorded.

Syndication Capital Note #12

On April 30, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a

F-14

private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the three month period ended June 30, 2014, the Company accrued $642 (June 30, 2013 - $0) in interest expense.

As at June 30, 2014, principal balance of $48,000 (June 30, 2013 - $0), accrued interest of $642 (June 30, 2013 - $0) was recorded.

Gel Properties, LLC Note #2

On August 8, 2013, the Company issued a convertible promissory note to Gel Properties, LLC. Under the terms of the note, the Company has borrowed a total of $50,000 from Gel Properties, LLC, which accrues interest at an annual rate of 6% and has a maturity date of August 8, 2015. The note also contains customary events of default.

During the three month period ended June 30, 2014, the Company accrued $71 (three month period ended June 30, 2013 - $0) in interest expense.

On February 5, 2014 the Company recorded a debt discount and derivative liability of $125,429, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014, the Company recorded a gain of $5,863 (three month period ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period and debt discount of $11,111 (three month period ended June 30, 2013 - $0) was accreted to the statement of operations.

During the three month period ended June 30, 2014 the Company issued an aggregate of 370,392,462 common shares upon the conversion of principal amount of $22,190 and interest amount of $1,886. The derivative liability amounting to $52,969 was re-classified to additional paid in capital.

Coventry Enterprises Note #2

On March 3, 2014, the Company arranged a debt swap under which an Xploration note for $4,000 in principal and $46,000 in interest was transferred to Coventry Enterprises, LLC. The promissory note is unsecured, bears interest at 6% per annum and matures on March 3, 2015. During the three month period ending June 30, 2014, the Company accrued $418 (three month period ended June 30, 2013 - $0) in interest expense.

On March 3, 2014 the Company recorded a debt discount and derivative liability of $63,693, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014, the Company recorded a gain of $63,282 (three month period ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period and debt discount of $8,065 (three month period ended June 30, 2013 - $0) was accreted to the statement of operations.

During the three month period ended June 30, 2014 the Company issued an aggregate of 269,000,000 common shares upon the conversion of principal amount of $13,450. The derivative liability amounting to $18,082 was re-classified to additional paid in capital.

F-15

As at June 30, 2014, principal balance of $26,793 (June 30, 2013 - $0), accrued interest of $616 (June 30, 2013 - $0), debt discount of $13,210 (June 30, 2013 - $0) and a derivative liability of $35,142 (June 30, 2013 - $0) was recorded.

LG Capital Funding Note

On March 3, 2014, the Company arranged a debt swap under which an Xploration note for $40,000 was transferred to LG Capital Funding, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on March 3, 2015. During the three month period ending June 30, 2014, the Company accrued $216 (three month period ended June 30, 2013 - $0) in interest expense.

On March 3, 2014 the Company recorded a debt discount and derivative liability of $63,048, being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.

During the three month period ended June 30, 2014, the Company recorded a gain of $55,571 (three month period ended June 30, 2013 - $0) due to the change in value of the derivative liability during the period and debt discount of $3,890 (three month period ended June 30, 2013 - $0) was accreted to the statement of operations.

As at June 30, 2014, principal balance of $29,000 (June 30, 2013 - $0), accrued interest of $721 (June 30, 2013 - $0), debt discount of $13,131 (June 30, 2013 - $0) and a derivative liability of $46,875 (June 30, 2013 - $0) was recorded.

New Venture Attorneys Note

On April 1, 2014, the Company issued a convertible promissory note to New Venture Attorneys PC for legal fees. Under the terms of the note, the Company has borrowed a total of $50,000 from New Venture Attorneys PC, which accrues interest at an annual rate of 8% and has a maturity date of April 1, 2015. The note also contains customary events of default. During the three month period ended June 30, 2014, the Company accrued $986 (three month period ended June 30, 2013 - $0) in interest expense.

After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the lowest closing bid on the OTCQB for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.”

As of June 30, 2014, principal balance of $50,000 (June 30, 2013 - $0), accrued interest of $986 (June 30, 2013 - $0), debt discount of $0 (June 30, 2013 - $0) and a derivative liability of $0 (June 30, 2013 - $0) was recorded.

5. DERIVATIVE LIABILITIES

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

During the three month period ending June 30, 2014, $82,851 of principal and interest of convertible notes payable were converted into common stock of the Company.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP. The valuation assumptions are classified within Level 3 inputs.

The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above:


		June 30,
		2014
	Balance, beginning of year	$ 1,747,378
	Initial recognition of derivative liability	-
	Fair value change in derivative liability	(920,962)
	Conversion of derivative liability to APIC
	Asher Note #13	(21,196)
	Asher Note #14	(55,789)
	Gel Properties Note #2	(52,969)
	Coventry Enterprises Note #2	(18,082)
	Balance as of June 30, 2014	$ 678,380

6. SECURITIES PURCHASE AGREEMENT

On April 23, 2010, the Company entered into an agreement with an investor whereby the investor committed to purchase up to $5,000,000 of units, consisting of shares of the Company’s common stock and share purchase warrants, until April 22, 2013. The Company may draw on the facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the agreement. Each advance shall be in an aggregate amount of not more than $1,000,000 and in integral multiples of $100,000. The Company will use the advances to fund operating expenses, acquisitions, and exploration and general corporate activities. The investor also has an option to subscribe up to a further $2,500,000.

Each unit consists of one share of the Company’s common stock and one share purchase warrant. The unit price will be the price to the higher of either: (a) $0.75; or (b) 90% of the volume weighted average of the closing price of common stock, for the five banking days immediately preceding the date of the notice of advance. Each warrant shall entitle the investor to purchase one additional share of common stock at an exercise price equal to 150% of the unit price at which the unit containing the warrant being exercised was issued.

The Company issued 401,067 shares under the agreement during the fiscal year ended March 31, 2011, realizing $400,000. This option expired as of April 22, 2013.

7. RELATED PARTY TRANSACTIONS

Related party transaction is not disclosed elsewhere in the consolidated financial statements are as follows:

On March 8, 2010, the Company entered an employment agreement with the newly-appointed President, James Powell. Pursuant to the terms of the agreement, the President will receive a base salary of $5,000 per month. The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days’ notice.

On March 8, 2010, the Company entered an employment agreement with the newly-appointed Chairman of the Board, Tim DeHerrera. Pursuant to terms of the terms of the agreement, Mr. DeHerrera will receive a base salary of $8,000 per month with an incremental rise of $500 per quarter until an amount of $10,000 per month is achieved.

The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days’ notice.

Mr. DeHerrera agreed to acquire 6,000,000 shares of the former CEO’s shares at $0.02 per share. The new CEO’s shares were be held in escrow in the form of eight certificates each representing 750,000 shares which were released between April 30, 2010 and March 5, 2012 (a minimum of twenty-one months from the first release date).

On December 2, 2011, pursuant to an employment and consulting agreement, Mr. DeHerrera was issued 12,000,000 restricted common shares.

F-17

On May 23, 2012, pursuant to an employment consulting agreement, Mr. Powell was issued 2,500,000 common shares.

During the three month period ending June 30, 2014, $7,500 in consulting fees was recorded for Mr. Powell increasing the amount due to $127,500.

During the three month period ending June 30, 2014, $30,000 in consulting fees was recorded for Mr. DeHerrera increasing the amount due to $278,459.

The Company is indebted to its officers as follow:


	June 30,
	2014	2013
James Powell - President	$ 127,500	$ 97,500
Tim DeHerrera - Chairman of the Board	278,459	158,073
	$ 405,959	$ 255,573

The amounts consist of unpaid salary and advances made on behalf of the Company.. The loans carry no interest, are unsecured, are due on demand and have no maturity.

8. PREFERRED STOCK

On January 25, 2011 the Company filed an amendment to its Nevada Certificate of Designation to create two new series of preferred stock:

Preferred Series A - par value $0.001 - 10,000,000 shares authorized

Preferred Series B - par value $0.001 – 10,000,000 shares authorized

The preferred stock may be converted at will to common stock in the ratio of 0.005 preferred share to one common share.

On January 31, 2012, 2,076,000 shares of Preferred Series A stock were issued in completion of the agreement signed January 20, 2011, wherein the Company acquired100% of the outstanding common stock of Joaquin Basin Resources, Inc., owner of an oil & gas property. There being no market for the shares, they were valued at the prevailing market price of $0.01 for the number of post-conversion shares of common stock. The value, $4,152,000, was assigned to the cost of the Joaquin Basin oil & gas property.

On January 31, 2012, 111,000 shares of Series A Preferred Stock were converted to 22,200,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The securities exchanged had equal value, resulting in no gain or loss on the transaction.

As of March 31, 2012, 10,000,000 Series A preferred shares and 10,000,000 Series B preferred shares of par value $0.001 were authorized, of which 1,965,000 Series A were issued and outstanding, (0 as of March 31, 2011).

On April 23, 2012, 80,000 shares of Series A Preferred Stock were converted to 16,000,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The securities exchanged had equal value, resulting in no gain or loss on the transaction.

On August 14, 2012, 328,000 shares of Series A Preferred Stock were converted to 65,600,000 shares of common stock at the conversion ratio of .005 preferred to 1 common, according to the attributes of the preferred stock. The securities exchanged had equal value, resulting in no gain or loss on the transaction.

On October 12, 2012, 125,000 shares of Series A Preferred Stock were converted into 25,000,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The securities exchanged had equal value, resulting in no gain or loss on the transaction.

F-18

As of March 31, 2013, 10,000,000 Series A preferred shares and 10,000,000 Series B preferred shares of par value $0.001 were authorized, of which 1,432,000 Series A shares were issued and outstanding, (1,965,000 shares as of March 31, 2012).

On September 20, 2013, 112,500 Series A preferred shares were converted to 112,500,000 shares of common stock.

As of March 31, 2014, 10,000,000 Series A preferred shares and 10,000,000 Series B preferred shares of par value $0.001 were authorized, of which 1,319,500 Series A shares were issued and outstanding (1,432,000 shares as of March 31, 2013).

As ofJune 30, 2014, 10,000,000 Series A preferred shares and 10,000,000 Series B preferred shares of par value $0.001 were authorized, of which 1,319,500 Series A shares were issued and outstanding, (1,432,000 shares as ofJune 30, 2013).

9. COMMON STOCK

Effective January 14, 2008, the Company split its common stock on a twenty-for-one basis. All shareholders as of the record date of January 14, 2008 receive twenty shares of common stock in exchange for each one common share of their currently issued common stock. The authorized, issued and per share information presented is on a post-split basis. On January 14, 2008, the Company’s total paid-in capital was less than the product of the par value per share multiplied by the number of post-split shares outstanding. As a result, the shareholders may have an obligation to make up the shortfall of $7,735 should the shortfall not be otherwise eliminated.

On March 9, 2010, the Company issued 1,250,000 shares pursuant to a subscription at a price of $0.40 per share for total proceeds of $500,000.

On April 5, 2010, the Company cancelled 18,002,000 shares surrendered for cancellation by the former CEO and majority shareholder of the Company pursuant to an agreement effective March 17, 2010 (Note 8).

On May 14 and September 28, 2010, 134,420 and 266,667 shares, respectively, were issued at $0.48 pursuant to a Securities Purchase Agreement. $400,000 cash was realized.

Pursuant to consulting agreements with two advisors, common stock was issued for services:


Date Issued		Shares				Price Per Share		Expense
December 31, 2010	50,000		$	0.82			Consulting $40,950
October 18, 2010		50,000			$	0.39		Consulting $19,500
November 15, 2010		150,000 s			$	0.39		Consulting $58,500

On January 3, 2011, 6,000,000 shares of restricted common stock were issued for services at $0.02 per share; whereby an expense of $93,000 was recorded.

On February 1, 2011, 1,300,000 shares of common stock were issued at $0.05 per share in retirement of debt of $63,471. The loss on the transaction was de minimus.

On February 1, 2011, 62,000,000 shares of common stock were issued at $0.12 per share in exchange for stock of a subsidiary, acquiring an oil and gas property of $7,368,900. See Note 1.

On August 18, 2011, 500,000 shares of common stock were issued at $0.10 per share for consulting. An expense of $15,000 was recorded.

F-19

Between August 29 and September 21, 2011, 9,406,149 common shares were issued at $0.01, $0.02 and $0.03 per share in elimination of $55,000 notes payable. A loss of $32,814 was recorded.

Between November 28 and December 8, 2011, 11,295,545 common shares were issued at $0.10, $0.006 and $0.008 per share in elimination of $55,000 notes payable. A loss of $32,814 was recorded.

On December 2, 2011, 12,000,000 shares were issued for consulting at $0.008 per share. An expense of $96,000 was recorded.

On January 1, 2012, 3,198,528 shares were returned to Treasury and cancelled in a preliminary transaction further to a consulting agreement.

Between January 1 and February 8, 2012, 12,815,862 common shares were issued at $0.008, $0.009 and $0.010 per share in elimination of $115,000 notes payable. A loss of $2,803 was recorded.

On February 2, 2012, 1,684,427 shares of common stock were issued at $0.01 per share for consulting. An expense of $16,845 was recorded.

On January 31, 2012, 22,200,000 shares of common stock were issued at $0.01 per share in converting 111,000 shares of Series A preferred stock to common stock. The value of the common stock equated to that of the preferred stock, resulting in no gain or loss on the transaction.

As of March 31, 2012, 1,500,000,000 common shares of par value $0.001 were authorized, of which 201,944,542 were issued and outstanding, (135,241,087 as of March 31, 2011).

On April 23, 2012, 16,000,000 shares of common stock were issued in an exchange for 80,000 of Series A Preferred Stock. The stocks exchanged had equal value, resulting in no gain or loss on the transaction.

On May 17, 2012, 1,514,101 shares of common stock were issued for consulting valued at the closing price on the day of $0.01 per share. An expense of $15,141 was recorded.

On May 23, 2012, 2,500,000 shares of common stock were issued for consulting pursuant to an employment agreement, valued at the closing price on the day of $0.01. An expense of $25,000 was recorded.

On June 11, 2012, 1,000,000 shares of common stock were issued at the closing price of $0.01 pursuant to a loan agreement with Vista Capital Investments. An expense of $10,000 was recorded.

Between July 12 and September 18, 2012, 25,715,010 shares of common stock were issued in the elimination of debt at the uniform price of $0.01. An expense of $164,550 was recorded.

On August 14, 2012, 65,600,000 shares of common stock were issued in an exchange for 328,000 of Series A Preferred Stock. The stocks exchanged had equal value, resulting in no gain or loss on the transaction.

On October 12, 2012, 125,000 shares of Series A Preferred Stock were converted into 25,000,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The stocks exchanged had equal value, resulting in no gain or loss on the transaction.

From October 1, 2012 to December 31, 2012, the holders of a convertible notes converted a total of $92,600 of principal and interest into 49,508,657 shares of our common stock.

From January 1, 2013 to March 31, 2013, the holders of a convertible notes converted a total of $97,920 of principal and interest into 177,789,278 shares of our common stock.

On September 20, 2013, 112,500 Series A preferred shares were converted to 112,500,000 shares of common stock.

From April 1, 2013 to March 31, 2014, the holders of a convertible notes converted a total of $213,540 of principal and $46,266 of interest into 4,218,827,420 shares of our common stock.

F-20

From April 1, 2014 to June 15, 2014, the holders of a convertible notes converted a total of $78,565 of principal and $4,286 of interest into 1,545,892,462 shares of our common stock.

10. INCOME TAXES

A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:


	June 30,
	2014	2013
Operating profit (loss) for the three month period ended June 30	$ 721,299	$ (1,339,706)
Average statutory tax rate	34%	34%
Expected income tax provisions	$ 245,242	$ (455,500)
Unrecognized tax gains (loses)	245,242	(455,500)
Income tax expense	$ -	$ -

The Company has net operating losses carried forward of approximately $11,070,855 for tax purposes which will expire in 2025 if not utilized beforehand.

11. COMMITMENTS

Effective March 31, 2010, the Company was committed to payment of 100,000 shares per year to each of two consultants, payable in quarterly installments of 25,000 shares, the first installment due December 31, 2010. The advisors will also be paid $1,000 per day for attending meetings of the Company’s committee of advisors and $1,000 per day for services to be provided as needed. The agreements may be terminated by either party without notice. This is a one year agreement and is no longer applicable.

F-3

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Working Capital



	June 30, 2014 $	March 31, 2014 $
Current Assets	200	---
Current Liabilities	1,935,847	2,888,432
Working Capital (Deficit)	(1,935,647)	(2,888,432)

Cash Flows



	June 30, 2014 $			June 30, 2013 $
Cash Flows from (used in) Operating Activities	(296,570)	(111,277)
Cash Flows from (used in) Financing Activities	296,770			110,704
Cash Flows from (used in) Investing Activities	---		---
Net Increase (decrease) in Cash During Period	200		(573)

Results for the Quarter Ended June 30, 2014 Compared to the Quarter Ended June 30, 2013

Operating Revenues

The Company’s revenues for the three months ended June 30, 2014 and June 30, 2013 were $0 and $0, respectively.

Cost of Revenues

The Company’s cost of revenues for the three months ended June 30, 2014 and June 30, 2013 were $0 and $0, respectively.

Gross Profit

The Company’s gross profit for the three months ended June 30, 2014 and June 30, 2013was $0 and $0 respectively.

General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2014 andJune 30, 2013 were $146,416 and $745,813, respectively. General and administrative expenses consisted primarily of consulting fees, management fees, interest expense and professional fees. The decrease was primarily attributable to a decrease in impairment of exploration costs.

Net Loss from Operations

The Company’s net loss from operations for the three months ended June 30, 2014 was $(146,413) compared with a net loss of $(745,813) for the three months ended June 30, 2013. The increased loss is due to normal operating expenses and an increase in convertible note interest.

Other Income (Expense):

Other income (expense) for the three months ended June 30, 2014, and June 30, 2013, were $867,712 and $(593,893). Other income (expense) consists of change of fair value on derivative valuation and interest expense. The gain or loss on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms.

Net Profit (Loss)

Net profit (loss) for the three months ended June 30, 2014, was $721,299 compared with $(1,339,706) for the three months ended June 30, 2013. The increased profit is due the change in fair value of the derivative liabilities.

Results for the Period from March 31, 2009 (inception of Exploration Stage) Through June 30, 2014

Operating Revenues

The Company’s revenues for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014 were $0.

Cost of Revenues

The Company’s cost of revenues for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014 were $0.

Gross Profit

The Company’s gross profit for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014 was $ 0.

General and Administrative Expenses

General and administrative expenses for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014 were $7,973,015. General and administrative expenses consist primarily of consulting fees, officer compensation, management fees, administrative expenses, interest expense and professional fees appropriate for being a public company.

Net Loss from Operations

The Company’s net loss from operations for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014 was $7,973,015.

Other Income (Expense):

Other income (expenses) for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014, was$(3,097,841).

Net Loss

Net loss for the period from March 31, 2009 (inception of Exploration Stage) through June 30, 2014was $(11,070,855).

Liquidity and Capital Resources

As at June 30, 2014, the Company had a cash balance and asset total of $200 and $7,043,714respectively, compared with $0 and $7,043,714 of cash and total assets, respectively, as at March 31, 2014. The increase in cash was due to normal operating activities.

As at June 30, 2014, the Company had total liabilities of $1,935,847 compared with $2,888,432 as at March 31, 2014. The decrease in total liabilities was primarily attributed to the decrease in value of derivative liabilities.

The overall working capital increased from $(2,888,432) deficit at March 31, 2014 to $(1,935,647) at June 30, 2014.

Cashflow from Operating Activities

During the three months ended June 30, 2014, cash used in operating activities was $(296,570) compared to $(111,277) for the three months ended June 30, 2013.

Cashflow from Investing Activities

During the three months ended June 30, 2014 cash used in investing activities was $0 compared to $0 for the three months ended June 30, 2013.

Cashflow from Financing Activities

During the three months ended June 30, 2014, cash provided by financing activity was $296,770 compared to $110,704for the three months ended June 30, 2013.

Quarterly Developments

None.

Subsequent Developments

None.

Going Concern

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

Future Financings

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Inflation

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

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2014. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended March 31, 2013, that was filed with the SEC on July 15, 2013, the sole officer concluded that our disclosure controls and procedures are ineffective.

Changes in Internal Control over Financial Reporting

We have not yet implemented any of the recommended changes to internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended March 31, 2013. As such, there were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 includes a detailed discussion of our risk factors.

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

1.Quarterly Issuances:

On April 1, 2014, Gel Properties, LLC converted $15,000 of principal of a convertible note into 230,769,231 shares of its common stock at a price of $0.000065.

On April 7, 2014, Gel Properties, LLC converted $7,190 of principal and $1,886 of interest of a convertible note into 139,623,231 shares of its common stock at a price of $0.000065.

On April 7, 2014, Asher Enterprises converted $7,075 of principal of a convertible note into 141,500,000 shares of its common stock at a price of $0.00005.

On April 8, 2014, Coventry Enterprises converted $13,450 of principal of a convertible note into 269,000,000 shares of its common stock at a price of $0.00005.

On April 14, 2014, Asher Enterprises converted $2,600 of principal of a convertible note into 52,000,000 shares of its common stock at a price of $0.00005.

On April 14, 2014, Asher Enterprises converted $3,350 of principal and $1,100 of interest of a convertible note into 89,000,000 shares of its common stock at a price of $0.00005.

On April24, 2014, Asher Enterprises converted $7,000 of principal of a convertible note into 140,000,000 shares of its common stock at a price of $0.00005.

On May 1, 2014, Asher Enterprises converted $7,000 of principal of a convertible note into 140,000,000 shares of its common stock at a price of $0.00005.

On May 6, Asher Enterprises converted $7,000 of principal of a convertible note into 140,000,000 shares of its common stock at a price of $0.00005.

On June 9, 2014, Asher Enterprises converted $6,900 of principal of a convertible note into 138,000,000 shares of its common stock at a price of $0.00005.

On June 26, 2014, Asher Enterprises converted $2,000 of principal and $1,300 of interest of a convertible note into 66,000,000 shares of its common stock at a price of $0.00005.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

2. Subsequent Issuances:

From July 1, 2014 until August 6, 2014, the holders of convertible notes converted a total of $0 of principal and interest.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Certificate of Amendment to Articles of Incorporation

On or about March 6, 2014, the Board of Directors of Grid Petroleum Corp., a Nevada corporation (the “Company”) authorized an increase in the Company's shares of common stock to Seven Billion Five Hundred Million Twenty Million shares (7,520,000,000) of which Seven Billion Five Hundred Million (7,500,000,000) shall be shares of Common Stock, par value $0.001 per share, and twenty million (20,000,000) shall be shares of Preferred Stock, par value $0.001 per share with ten million (10,000,000) of such shares being designated as Series A Preferred Stock, and ten million (10,000,000) of such shares designated as Series B Preferred Stock.

On March 6, 2014, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase its authorized capital to Seven Billion Five Hundred Million Twenty Million shares (7,520,000,000) of which Seven Billion Five Hundred Million (7,500,000,000) shall be shares of Common Stock, par value $0.001 per share, and twenty million (20,000,000) shall be shares of Preferred Stock, par value $0.001 per share with ten million (10,000,000) of such shares being designated as Series A Preferred Stock, and ten million (10,000,000) of such shares designated as Series B Preferred Stock,(the “Increase in Authorized”). The Increase in Authorized was effective with the Nevada Secretary of State on March 6, 2014 when the Certificate of Amendment was filed. The Increase in Authorized was approved by the Board of Directors and the shareholders holding a majority of the total issued and outstanding shares of common stock on or about March 6, 2014.

Promissory Notes

On April 1, 2014, the Company entered into a Promissory note with New Venture Attorneys PC for $50,000 with an interest rate of 8% and a maturity date of April 1, 2015.

On April 30, 2014, the Company executed an Unsecured Convertible Promissory Note with Syndication Capital, LLC in the sum of $48,000, which accrues interest at 8% per annum, with a November 1, 2014 maturity date. The note contains customary events of default.

ITEM 6. EXHIBITS


Exhibit Number	Description of Exhibit	Filing
3.1	Articles of Incorporation	Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
3.1a	Amended Articles of Incorporation	Filed with the SEC on November 11, 2009, on our Current Report on Form 8-K.
3.2	Bylaws	Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
10.1	Contract Agreement, by and between the Company and James Powell, dated October 24, 2011	Filed with the SEC on February 9, 2012, as part of our Quarterly Report on Form 10-Q.
10.2	Employment/Consulting Agreement, by and between the Company and Tim DeHerrera, dated December 2, 2011	Filed with the SEC on February 9, 2012, as part of our Quarterly Report on Form 10-Q.
10.3	Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated May 23, 2012	Filed with the SEC on February 19, 2013, as part of our Quarterly Report on Form 10-Q.
10.4	Debt Settlement Agreement, by and between the Company and Syndication Capital, dated December 31, 2012	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.5	Debt Settlement Agreement, by and between the Company and Direct Capital Group, Inc., dated December 31, 2012	Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
10.6	Debt Settlement Agreement, by and between the Company and Xploration Incorporated, dated December 31, 2012	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.7	Purchase Agreement by and between the Company and Xploration Incorporated, dated July 31, 2013	Filed with the SEC on August 5, 2013, as part of our Current Report on Form 8-K.
10.8	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated July 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.9	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated July 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.10	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated August 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.11	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated September 30, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.12	Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated October 1, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.13	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated October 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.14	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated November 30, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.15	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated December 31, 2013	Filed with the SEC on February 19, 2014 as part of our Quarterly Report on Form 10-Q.
10.16	Convertible Promissory Note entered by and between the Company and Gel Properties, LLC, dated December 18, 2013	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.17	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated January 31, 2014	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.18	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated February 28, 2014	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.19	Convertible Promissory Note entered by and between the Company and LG Capital Funding, LLC, dated March 3, 2014	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.20	Convertible Promissory Note entered by and between the Company and Coventry Enterprises, LLC, dated March 3, 2014	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.21	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated March 31, 2014	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.22	Convertible Promissory Note entered by and between the Company and New Venture Attorneys PC, dated April 1, 2014	Filed with the SEC on July 15, 2014 as part of our Annual Report on Form 10-K.
10.23	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated April 30, 2014	Filed herewith.
16.1	Representative Letter from John Kinross-Kennedy	Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
16.2	Representative Letter from Anton & Chia LLP.	Filed with the SEC on October 25, 2013 as part of our Current Report on Form 8-K.
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed herewith.
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.01	Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith
101.INS*	XBRL Instance Document	Furnished herewith.
101.SCH*	XBRL Taxonomy Extension Schema Document	Furnished herewith.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document	Furnished herewith.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Furnished herewith.

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

SIGNATURES

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




		GRID PETROLEUM CORP.
Dated: August 13, 2014		/s/ James Powell
		JAMES POWELL
		Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

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



Dated: August 13, 2014	/s/ Tim DeHerrera
	By: Tim DeHerrera Its: Chairman and Director