BrewBilt Brewing Co - FORM 10-K/A

Attached files

file	filename
EX-32.1 - CERTIFICATION - BrewBilt Brewing Co	ex321.htm
EX-31.2 - CERTIFICATION - BrewBilt Brewing Co	ex312.htm
EX-31.1 - CERTIFICATION - BrewBilt Brewing Co	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-K/A

(Amendment No. 2)

(Mark One)

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

For the Fiscal Year Ended March 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ________

GRID PETROLEUM CORP.

(Exact name of registrant as specified in its charter)


Wyoming	000-53276		30-0690324
(State or other jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification Number)

	412 N. Main Street, Suite 100, Buffalo, WY 82834
	(Address of principal executive offices)

(307) 278-6106
(Registrant’s Telephone Number)

720 South Colorado Blvd., Denver, CO 80246
(Former name or former address, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered
None		Not Applicable

Securities registered under Section 12(g) of the Exchange Act:

Title of class

Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ]

No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ]

No [X]

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 [X]

No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]

No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 31, 2015 was $68,984 based upon the price ($0.00001) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board.

As of June 5, 2015, there were 6,898,408,070 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Documents incorporated by reference: None

EXPLANATORY NOTE

We are filing this Amendment No. 2 to our Annual Report on Form 10-K/A (the “Amednment”) for the sole purpose of inclusion of an updated Report of John Scrudato, CPA Independent Registered Public Accounting Firm on our balance sheet as of March 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years then ended.

Other than as set out above, this Amendment speaks as of July 14, 2015, the filing date of the Form 10-K/A (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K/A.

Table of Contents

		Page
	PART I

Item 1	Business	5
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	18
Item 2	Properties	18
Item 3	Legal Proceedings	18
Item 4	Mine Safety Disclosures	18

	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6	Selected Financial Data	19
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	23
Item 8	Financial Statements and Supplementary Data	24
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	25
Item 9A	Controls and Procedures	24
Item 9B	Other Information	27

	PART III

Item 10	Directors and Executive Officers and Corporate Governance	28
Item 11	Executive Compensation	31
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13	Certain Relationships and Related Transactions	33
Item 14	Principal Accountant Fees and Services	35

	PART IV

Item 15	Exhibits	36

	SIGNATURES	37

FORWARD-LOOKING STATEMENTS

The availability and adequacy of our cash flow to meet our requirements;

Economic, competitive, demographic, business and other conditions in our local and regional markets;

Changes or developments in laws, regulations or taxes in our industry;

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

Competition in our industry;

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

Changes in our business strategy, capital improvements or development plans;

The availability of additional capital to support capital improvements and development; and

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “GRPR”, “we”, “us” and “our” are references to Grid Petroleum Corp. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

PART I

ITEM 1. BUSINESS

Corporate History

Our Business

We are focused on the development, exploration and production of oil and gas in North America. Our primary focus is on oil and gas properties with proven undeveloped reserves that are economically attractive but are underserved by major independent oil and gas companies.

Garcia #3 Well

On May 23, 2013, we acquired a ten percent working interest, seven point five percent net revenue interest, from a third party interest holder of the Garcia #3 well (10.0 % WI, 7.5% NRI). For our interest, we paid $300,000 in convertible preferred shares with a conversion rate of .01 per share.

We are subject to the terms and conditions of the operating agreement established by the operator for the Garcia#3 well, Kidd Production Inc., the property developer, Progas Energy Services and the third party vendor we acquired our 10% interest from.

In August of 2013 Scorpion Rig #1 was moved onto the Garcia #3 location. The rig drilled to a total depth of 3750 feet with oil shows in the Frio Sands. Pipe was cemented in place and the drilling rig was released. In October, a work-over unit was moved in to test the target zones. The lower zones were tested and found to contain natural gas with water produced from the zone. The decision was made to move up the well and test an oil bearing zone. This zone was determined to be tight and requiring fracking to accurately determine the potential production of this zone. The Company was not in agreement with Progas regarding the value of the fracking on this zone and we are waiting on information back from Progas regarding the fracking and any results. Progas continues to be challenging to work with.

Due to our minority interest in the Garcia#3 well, we are reviewing operational alternatives to resolve our inability to control the development of this well and the field in general for any future drilling activities. The Company continues to evaluate leases available in the same area as the Premont Field, which may be available for the Company to lease directly from the mineral rights owners.

The Company has made the determination that due to the operator in control of the Garcia #3 that it will not continue to participate in this project. Other leasable property in the area is not close enough to production to justify the risk of investment. The Company will not be active in this area.

Joaquin Basin Resources, Inc.

Effective January 20, 2011, we entered into a Shared Exchange Agreement with Joaquin Basin Resources Inc., a Nevada corporation, and its stockholders (the “Agreement”). Pursuant to the provisions of the Agreement, we agreed to issue to Joaquin Basin shareholders (i) 62,000,000 shares of our common stock and (ii) 2,076,324 shares of our convertible preferred stock, in exchange for the transfer and delivery to us of their 62,000,000 shares of common stock in Joaquin Basin, which represents all of the issued and outstanding shares in Joaquin Basin. As result of the transaction, Joaquin Basin became our wholly owned subsidiary.

On November 21, 2011, Joaquin Basin entered into an amendment (the “Amendment”) to its original Asset Transfer Agreement with Xploration, Inc., a Nevada corporation. Pursuant to the Asset Transfer Agreement, Xploration assigned Joaquin Basin a 50% working interest (37.5% net revenue interest) in mineral leases of approximately 4,000 acres in the Kreyenhagen Trend and Joaquin Basin assumed all of the liabilities associated with the leases.

Pursuant to the Amendment, in consideration for a reduction in working interest from 50% to 20% and in consideration for a reduction in net revenue interest from 37.5% to 14%, Xploration will do the following as increased compensation to Joaquin:

The total expenses that Xploration paid on behalf of Joaquin associated with the mineral leases will exceed $1,100,000. Joaquin will get a full carry on the first well drilled.

The following is a list of the expenses Xploration paid and to be paid on behalf of Joaquin:

All GG&A, in excess of $300,000 was paid, as determined by Xploration of the leases for the period October 1, 2013 through March 31, 2014.

All lease rentals, were paid in the amount of $284,000, due for the period October 1, 2011 through March 31, 2014.

Pay all expenses through completion of the first well planned to be on a lease preselected by the geological team (but at Xploration’s election to be drilled on any of the leases), the cost of which is estimated to be in excess of $500,000 (“First Farmin Well”), such well anticipated to be commenced during the period in the last quarter of 2014.

In the event Xploration has not commenced drilling the First Farmin Well within the timeframe as referenced in 3 above, then the time period within which Xploration may drill the First Farmin well may be further extended for an additional twelve month period ending September 30, 2014.

As mentioned above, we issued 2,076,000 shares of convertible preferred stock 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. $4,152,000 was added to the cost of the Joaquin property, including liabilities assumed in the November 21, 2011 agreement with Xploration Inc.

On March 1, 2011, Joaquin Basin entered into an Operating Agreement with Solimar Energy, LLC (“Solimar”) to explore and develop the 4,000 leased acres covering extensions of the Coalinga California oil and gas field in California. The acreage is labeled as the Kreyenhagen Trend acreage is on the nose of a Coalinga anticline.

In recent months, Solimar Energy as operator has been active on the Kreyenhagen Trend Prospect. Six wells have been submitted to the State of California for permitting. The permits are currently under review by the State of California.

Bawden 1-24 - The well that we have a Carried Interest or Farm-in well where we will not have any expenses and we are carried 100%. Target Zone: Temblor Test

Vintage 1-17 - Temblor Test

Vintage 1-21 - Temblor Test

Den Hartog A-1 - Avenal Test

Den Hartog A-2 - Avenal Test

Den Hartog A-3 - Avenal Test

Each Drilling permit requires a Blunt Nose Lizard Study (the "Study") to be conducted once in the spring and once again in the fall. After the Study is finalized, the drilling permits can be issued and the drilling process is expected to start. Plans to spud three exploratory wells sometime in 2013-2014. The Blunt Nose Lizard studies are still underway and upon completion the State of California will finalize the review of the proposed drilling permits.

The Geological study was conducted on only the Kreyenhagen Ranch. Solimar Energy has chosen not to share any of the information generated by the survey done on the Ranch. As we are not the operator in the Kreyenhagen Trend acreage the Company is dependent on Solimar Energy as it relates to activity in the Trend acreage. Currently it seems that Solimar is focused on the Ranch properties and not the Trend. Company management is keeping communication open with Solimar in an attempt to have their focus to expand and include the Trend acreage development.

The Companies participation in the Kreyenhagen Ranch was exchanged out in conjunction with the terms of the asset swap agreement dated October 18, 2013.

SE Jonah Prospect

The Company’s working interest in the remaining SE Jonah Prospect leases was allowed to expire, as the Company’s evaluation of the potential investment was conclusive in the following; the large dollars required to develop this field remained far greater than the possible revenue to be generated over an acceptable time frame. Primarily, based on the low selling price of natural gas, which is lower than the overall cost of production, and the lack of an infrastructure to allow full production of natural gas from an existing well. The time frame to develop the required infrastructure is based on the natural gas production to warrant a transportation company committing the funding to build it. Along with a low selling price for the product signifies that the money will not be spent to drill due to the lack of transportation and the transportation will not happed due to the lack of drilling. The Company has decided not to be active in this area.

Jacolitos Project

On July 31, 2013, the Company, entered into a Project Purchase Agreement (the “Purchase Agreement”) with Xploration, Inc., a Nevada corporation (“Xploration”) to acquire a twenty five percent (25%) working interest (WI) and a fourteen percent (14%) net royalty interest (“NRI”) in five hundred sixteen (516) acres in the Coalinga California area identified as the Jacolitos Project.

Pursuant to the terms and conditions of the Purchase Agreement, the Company shall acquire the Jacolitos Project Property through a purchase agreement for a total purchase price of One Hundred Thousand Dollars ($100,000) (the “Purchase Price”). This transaction was not completed by the Company.

Asset Swap Agreement

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.

As per the terms of the Asset Swap Agreement, the Company and Xploration assigned sixteen percent (16%) interest to Solimar, in the following six (6) leases located in the Kreyenhagen Trend, instruments numbered: (i) 0922006 2009-0167477, (ii) 2007-0068080, (iii) 1122558, (iv) 801269, (v) 2007-0036755, and (vi) 2007-0036730. Further, as part of this Asset Swap Agreement, the Company and Xploration, assigned the twenty-five percent (25%) interest in the Jacalitos Lease, instrument numbered 2009-167476, for a total assignment of 3,102.43 gross landowner acres and 3,082.43 net landowner acres to Solimar. In return, 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 Xploration and Xploration will be assigning the eighty four (84%) to the Company at a future date.

Additionally, as part of the Asset Swap Agreement, Solimar shall forgive Xploration and the Company of the Company’s and Xploration’s obligation to pay the delay rental on the Vintage Petroleum, LLC, lease on instrument numbered 0922006 2009-0167477, and 2009-0167476 for a total forgiveness of nine thousand nine hundred thirty one dollars and forty nine cents ($9,931.49). In connection with the Asset Swap Agreement, Xploration will pay Solimar three hundred sixty five dollars ($365) for its delay rental on the CACA 49877 lease that became due on August 31, 2013.

As of this report the Company is actively working with consultants to establish any environmental surveys required for this property. The Company is also in the process of beginning the permitting process with the State of California.

Competition and Marketing

We will be faced with strong competition from many other companies and individuals engaged in the oil and gas business, many are very large, well-established energy companies with substantial capabilities and established earnings records. We may be at a competitive disadvantage in acquiring oil and gas prospects since we must compete with these individuals and companies, many of which have greater financial resources and larger technical staffs. It is nearly impossible to estimate the number of competitors; however, it is known that there are a large number of companies and individuals in the oil and gas business.

Exploration for and production of oil and gas are affected by the availability of pipe, casing and other tubular goods and certain other oil field equipment including drilling rigs and tools. We expect we will depend upon independent drilling contractors to furnish rigs, equipment and tools to drill wells. Higher prices for oil and gas may result in competition among operators for drilling equipment, tubular goods and drilling crews, which may affect our ability expeditiously to drill, complete, recomplete and work-over wells.

The market for oil and gas is dependent upon a number of factors beyond our control, which at times cannot be accurately predicted. These factors include the proximity of wells to, and the capacity of, natural gas pipelines, the extent of competitive domestic production and imports of oil and gas, the availability of other sources of energy, fluctuations in seasonal supply and demand, and governmental regulation. In addition, there is always the possibility that new legislation may be enacted, which would impose price controls or additional excise taxes upon crude oil or natural gas, or both. Oversupplies of natural gas can be expected to recur from time to time and may result in the gas producing wells being shut-in. Imports of natural gas may adversely affect the market for domestic natural gas.

The market price for crude oil is significantly affected by policies adopted by the member nations of Organization of Petroleum Exporting Countries ("OPEC"). Members of OPEC establish prices and production quotas among themselves for petroleum products from time to time with the intent of controlling the current global supply and consequently price levels. We are unable to predict the effect, if any, that OPEC or other countries will have on the amount of, or the prices received for, crude oil and natural gas.

Gas prices, which were once effectively determined by government regulations, are now largely influenced by competition. Competitors in this market include producers, gas pipelines and their affiliated marketing companies, independent marketers, and providers of alternate energy supplies, such as residual fuel oil. Changes in government regulations relating to the production, transportation and marketing of natural gas have also resulted in significant changes in the historical marketing patterns of the industry. Generally, these changes have resulted in the abandonment by many pipelines of long-term contracts for the purchase of natural gas, the development by gas producers of their own marketing programs to take advantage of new regulations requiring pipelines to transport gas for regulated fees, and an increasing tendency to rely on short-term contracts priced at spot market prices.

Existing and Probable Governmental Regulation

We intend to monitor and comply with current government regulations that affect our activities, although our operations may be adversely affected by changes in government policy, regulations or taxation. There can be no assurance we will be able to obtain all of the necessary licenses and permits that may be required to carry out our exploration and development programs. It is not expected any of these controls or regulations will affect our operations in a manner materially different than they would affect other natural gas and oil companies operating in the areas in which we operate.

Government Regulation

The United States federal government and various state and local governments have adopted laws and regulations regarding the protection of human health and the environment. These laws and regulations may require the acquisition of a permit by operators before drilling commences, prohibit drilling activities on certain lands lying within wilderness areas, wetlands, or where pollution might cause serious harm, and impose substantial liabilities for pollution resulting from drilling operations, particularly with respect to operations in onshore and offshore waters or on submerged lands. These laws and regulations may increase the costs of drilling and operating wells. Because these laws and regulations change frequently, the costs of compliance with existing and future environmental regulations cannot be predicted with certainty.

The transportation and certain sales of natural gas in interstate commerce are heavily regulated by agencies of the federal government. Production of any oil and gas by properties in which we have an interest will be affected to some degree by state regulations. States have statutory provisions regulating the production and sale of oil and gas, including provisions regarding deliverability. Such statutes and the regulations are generally intended to prevent waste of oil and gas and to protect correlative rights to produce oil and gas between owners of a common reservoir.

State regulatory authorities may also regulate the amount of oil and gas produced by assigning allowable rates of production to each well or pro-ration unit.

Any exploration or production on Federal land will have to comply with the Federal Land Management Planning Act, which has the effect generally of protecting the environment. Any exploration or production on private property whether owned or leased will have to comply with the Endangered Species Act and the Clean Water Act. The cost of complying with environmental concerns under any of these acts varies on a case-by-case basis. In many instances the cost can be prohibitive to development. Environmental costs associated with a particular project must be factored into the overall cost evaluation of whether to proceed with the project.

Environmental Regulation

Oil and natural gas exploration, development and production operations are subject to stringent laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Numerous governmental agencies, such as the U.S. Environmental Protection Agency, or EPA, issue regulations, which often require difficult and costly compliance measures that carry substantial administrative, civil and criminal penalties and may result in injunctive obligations for failure to comply. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit construction or drilling activities on certain lands lying within wilderness, wetlands, ecologically sensitive and other protected areas, require action to prevent or remediate pollution from current or former operations, such as plugging abandoned wells or closing pits, and impose substantial liabilities for pollution. The strict liability nature of such laws and regulations could impose liability upon us regardless of fault. Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent and costly pollution control or waste handling, storage, transport, disposal or cleanup requirements could materially adversely affect our operations and financial position, as well as the oil and natural gas industry in general.

The Comprehensive Environmental Response, Compensation and Liability Act, also known as CERCLA or the “Superfund” law, generally imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current owner or operator of a contaminated facility, a former owner or operator of the facility at the time of contamination and those persons that disposed or arranged for the disposal of the hazardous substance. Under CERCLA and comparable state statutes, such persons may be subject to strict joint and several liabilities for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. Governmental agencies or third parties may seek to hold us responsible under CERCLA and comparable state statutes for all or part of the costs to clean up sites at which such “hazardous substances” have been released.

We did not incur any costs in connection with the compliance with any federal, state, or local environmental laws. However, costs could occur at any time through industrial accident or in connection with a terrorist act or a new project. Costs could extend into the millions of dollars for which we could be totally liable. In the event of liability, we believe we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability were limited to our percentage share, any significant liability would wipe out our assets and resources

Employees

James Powell is our President. None of our employees is represented by a labor union for purposes of collective bargaining. We consider our relations with our employees to be good.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. We reserve the right not to provide risk factors in our future filings. Our primary risk factors and other considerations include:

The following risk factors together with other information set forth in this Annual Report on Form 10-K, should be carefully considered by current and future investors in our securities. An investment in our securities involves substantial risks. There are many factors that affect our business, a number of which are beyond our control. Our business, financial condition and results of operations could be materially adversely affected by any of these factors. The nature of our business activities further subjects us to certain hazards and risks. The risks described below are a summary of the known material risks relating to our business. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial individually or in aggregate may also impair our business operations. If any of these risks actually occur, it could harm our business, financial condition or results of operations and impair our ability to implement our business plan or complete development projects as scheduled. In any such case, the trading price of our Common Stock could decline, and you could lose all, or a part, of your investment.

RISKS ASSOCIATED WITH OUR FINANCIAL CONDITION

Because we have a history of losses and have a deficit, there is substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from March 31, 2009 (date of inception) to March 31, 2015 was $13,216,733. We had cash and cash equivalents in the amount of $0 as of March 31, 2015. We currently do not have any mining operations and we have no income. We cannot provide assurances that we will be able to successfully explore and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

Because we need additional financing to fund our exploration activities, if we do not obtain such financing, we may have to cease our exploration activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will generate positive cash flow in the future. We will require additional financing in order to proceed beyond the first few months of our exploration program. We will also require additional financing for the fees we must pay to maintain our status in relation to the rights to our properties and to pay the fees and expenses necessary to become and operate as a public company. We will also need more funds if the costs of the exploration of our gold placer claims are greater than we have anticipated. We will require additional financing to sustain our business operations if we are not successful in earning revenues. We will also need further financing if we decide to obtain additional mineral properties. We currently have limited arrangements for further financing and we may not be able to obtain additional financing when required. Our future is dependent upon our ability to obtain additional financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.

Because we may never earn revenues from our operations, our business may fail.

Prior to the completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our exploration for minerals, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

The oil and gas business is highly competitive, placing us at an operating disadvantage.

We expect to be at a competitive disadvantage in (a) seeking to acquire suitable oil and or gas drilling prospects; (b) undertaking exploration and development; and (c) seeking additional financing. We base our preliminary decisions regarding the acquisition of oil and or gas prospects and undertaking of drilling ventures upon general and inferred geology and economic assumptions. This public information is also available to our competitors.

In addition, we compete with large oil and gas companies with longer operating histories and greater financial resources than us. These larger competitors, by reason of their size and greater financial strength, can more easily:

access capital markets;

recruit more qualified personnel;

absorb the burden of any changes in laws and regulation in applicable jurisdictions;

handle longer periods of reduced prices of gas and oil;

acquire and evaluate larger volumes of critical information; and

compete for industry-offered business ventures.

These disadvantages could create negative results for our business plan and future operations.

Oil and gas prices are volatile. Declines in commodity prices in the past have adversely affected, and in the future may adversely affect, our financial condition, liquidity, results of operations, cash flows, access to capital markets, and ability to grow.

Our revenues, operating results, liquidity, cash flows, profitability and valuation of proved reserves depend substantially upon the market prices of oil and natural gas. Product prices affect our cash flow available for capital expenditures and our ability to access funds through the capital markets. If commodity prices decline in the future, the decline could have adverse effects on our reserves and availability of funds.

The prices we may receive for our oil and natural gas depend upon factors beyond our control, including among others:

changes in the supply of and demand for oil and natural gas;

market uncertainty;

the level of consumer product demands;

hurricanes and other weather conditions;

domestic governmental regulations and taxes;

the foreign supply of oil and natural gas; and

overall domestic and foreign economic conditions.

These factors make it very difficult to predict future commodity price movements with any certainty. Oil prices and natural gas prices do not necessarily fluctuate in direct relation to each other.

Our ability to reach and maintain profitable operating results is dependent on our ability to find, acquire, and develop oil and gas properties.

Our future performance depends upon our ability to find, acquire, and develop oil and gas reserves that are economically recoverable. Without successful exploration and acquisition activities, we will not be able to develop reserves or generate production revenues to achieve and maintain profitable operating results. No assurance can be given that we will be able to find, acquire or develop these reserves on acceptable terms. We also cannot assure that commercial quantities of oil and gas deposits will be discovered that are sufficient to enable us to recover our exploration and development costs.

We have experienced significant operating losses in the past and there can be no assurance that we will become profitable in the future.

We have reported a net loss of $1,424,579 for the year ended March 31, 2015, and we have an accumulated deficit through March 31, 2015 of $13,216,733. Without successful exploration and development of our properties any investment in Daybreak could become devalued or worthless.

We have substantial indebtedness. The amount of our outstanding indebtedness continues to increase and our ability to make payments towards such indebtedness could have adverse consequences on future operations.

Our outstanding indebtedness at March 31, 2015 was $2,110,937, which was comprised of a variety of short-term and long-term borrowings; related party notes and payables; trade payables; and Convertible Notes. The level of indebtedness we have affects our operations in a number of ways. We will need to use a portion of our cash flow to pay principal and interest and meet payables commitments, which will reduce the amount of funds we will have available to finance our operations. This lack of funds could limit our flexibility in planning for or reacting to changes in our business and the industry in which we operate and could limit our ability to make funds available for other purposes, such as future exploration, development or acquisition activities. Our ability to meet our debt service obligations and reduce our total indebtedness will depend upon our future performance. Our future performance, in turn, is dependent upon many factors that are beyond our control such as general economic, financial and business conditions. We cannot guarantee that our future performance will not be adversely affected by such economic conditions and financial, business and other factors.

Certain U.S. federal income tax deductions currently available with respect to oil and gas exploration and development may be eliminated as a result of proposed legislation.

Legislation has been proposed that would, if enacted into law, make significant changes to United States federal income tax laws, including the elimination of certain key U.S. federal income tax incentives currently available to oil and natural gas exploration and production companies. These changes include, but are not limited to: (1) the repeal of the percentage depletion allowance for oil and natural gas properties, (2) the elimination of current deductions for intangible drilling and development costs, (3) the elimination of the deduction for certain domestic production activities, and (4) an extension of the amortization period for certain geological and geophysical expenditures. It is unclear whether any such changes will be enacted and, if enacted, how soon any such changes could become effective. The passage of this legislation or any other similar changes in U.S. federal income tax laws could eliminate or postpone certain tax deductions that are currently available with respect to oil and gas exploration and development, and any such change could negatively impact the value of an investment in our Common Stock as well as affect our financial condition and results of operations.

Our oil and gas exploration and production, and related activities are subject to extensive environmental regulations, and to laws that can give rise to substantial liabilities from environmental contamination.

Our potential oil and gas operations are subject to extensive federal, state and local environmental laws and regulations, which impose limitations on the discharge of pollutants into the environment, establish standards for the management, treatment, storage, transportation and disposal of hazardous materials and of solid and hazardous wastes, and impose obligations to investigate and remediate contamination in certain circumstances. Liabilities to investigate or remediate contamination, as well as other liabilities concerning hazardous materials or contamination such as claims for personal injury or property damage, may arise at many locations, including properties in which we have an ownership interest but no operational control, properties we formerly owned or operated, and sites where our wastes have been treated or disposed of, as well as at properties that we currently own or operate. Such liabilities may arise even where the contamination does not result from any noncompliance with applicable environmental laws. Under a number of environmental laws, such liabilities may also be joint and several, meaning that we could be held responsible for more than our share of the liability involved, or even the entire share. Environmental requirements generally have become more stringent in recent years, and compliance with those requirements more expensive.

We have not incurred expenses in connection with environmental compliance, but we anticipate that we will do so in the future. Failure to comply with extensive applicable environmental laws and regulations could result in significant civil or criminal penalties and remediation costs. Some of our properties may be affected by environmental contamination that may require investigation or remediation. In addition, claims are sometimes made or threatened against companies engaged in oil and gas exploration and production by owners of surface estates, adjoining properties or others alleging damage resulting from environmental contamination and other incidents of operation. Compliance with, and liabilities for remediation under, these laws and regulations, and liabilities concerning contamination or hazardous materials, may adversely affect our business, financial condition and results of operations.

The adoption of climate change legislation by Congress could result in increased operating costs and reduced demand for the oil we produce.

In December 2009, the Environmental Protection Agency (“EPA”) determined that emissions of carbon dioxide, methane and other greenhouse gases present an endangerment to public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the earth’s atmosphere and other climatic changes. Based on these findings, the EPA has begun adopting and implementing regulations to restrict emissions of greenhouse gases under existing provisions of the federal Clean Air Act. The EPA’s rules relating to emissions of greenhouse gases from large stationary sources of emissions are currently subject to a number of legal challenges, but the federal courts have thus far declined to issue any injunctions to prevent the EPA from implementing, or requiring state environmental agencies to implement, the rules. The EPA has also adopted rules requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the United States including petroleum refineries, as well as certain onshore oil and natural gas production facilities.

Moreover, the United States Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gases and almost one-half of the states have already taken legal measures to reduce emissions of greenhouse gases primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs. Most of these cap and trade programs work by requiring major sources of emissions to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal. Although our current facilities are not subject to the EPA’s greenhouse gases reporting rules, the EPA has indicated that it is evaluating whether the rule should be applied to oil and gas production activities, perhaps on a field-wide basis.

The adoption of legislation or regulatory programs to reduce emissions of greenhouse gases could require us to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements. Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, the oil we produce. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations. Finally, it should be noted that some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. If any such effects were to occur, they could have an adverse effect on our financial condition and results of operations.

Recently approved final rules regulating air emissions from natural gas production operations could cause us to incur increased capital expenditures, and operating costs which could be significant.

On April 17, 2012, the EPA approved final regulations under the Clean Air Act that, among other things, require additional emissions controls for natural gas and natural gas liquids production, including New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds (“VOCs”) and a separate set of emission standards to address hazardous air pollutants frequently associated with such production activities. The final regulations require the reduction of VOC emissions from natural gas wells through the use of reduced emission completions or “green completions” on all hydraulically fractured wells constructed or refractured after January 1, 2015. For well completion operations occurring at such well sites before January 1, 2015, the final regulation allow operators to capture and direct flowback emissions to completion combustion devices, such as flares, in lieu of performing green completions. These regulations also establish specific new requirements regarding emissions from hydrators, storage tanks and other production equipment. This new rule and compliance with its requirements could increase our costs of development and productions, though we do not expect these requirements to be any more burdensome to us than to other similarly situated companies involved in oil and natural gas exploration and production activities.

Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

Hydraulic fracturing is an important and common practice that is used to stimulate production of gas and/or oil from dense subsurface rock formations. The hydraulic fracturing process involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production. We may use hydraulic fracturing as part of our operations on our properties. Hydraulic fracturing typically is regulated by state oil and gas commissions, but the EPA has asserted federal regulatory authority pursuant to the Safe Drinking Water Act over certain hydraulic fracturing activities involving the use of diesel. At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, chemical disclosure and well construction requirements on hydraulic fracturing activities. If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we may operate, we could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development or production activities, and perhaps even be precluded from drilling wells.

In addition, certain governmental reviews are either underway or being proposed that focus on environmental aspects of hydraulic fracturing practices. The EPA has commenced a study of the potential environmental effects of hydraulic fracturing on water resources. The EPA’s study includes 18 separate research projects addressing topics such as water acquisition, chemical mixing, well injection, flowback and produced water, and wastewater treatment and disposal. The EPA has indicated that it expects to issue its study report in late 2014. Moreover, the EPA is developing effluent limitations for the treatment and discharge of wastewater resulting from hydraulic fracturing activities and plans to propose these standards by late 2014. Other governmental agencies, including the U.S. Department of Energy and the U.S. Department of the Interior, are evaluating various other aspects of hydraulic fracturing. These efforts could spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act or other regulatory mechanisms, ultimately make it more difficult or costly for us to perform hydraulic fracturing and increase our costs of compliance and doing business.

To execute our business plan we will need to develop current projects and expand our operations requiring significant capital expenditures which we may be unable to fund.

Our business plan contemplates the development of our current exploration projects and the expansion of our business by identifying, acquiring, and developing additional oil and gas properties. We plan to rely on external sources of financing to meet the capital requirements associated with these activities. We may obtain any additional funding we need through debt and equity markets. There is no assurance that we will be able to obtain additional funding when it is required or that it will be available to us on commercially acceptable terms.

We may make offers to acquire oil and gas properties in the ordinary course of our business. If these offers are accepted, our capital needs will increase substantially. If we fail to obtain the funding that we need when it is required, we may have to forego or delay potentially valuable opportunities to acquire new oil and gas properties. In addition, without the necessary funding, we may default on existing funding commitments to third parties and forfeit or dilute our rights in existing oil and gas property interests.

When we make the determination to invest in oil or gas properties we rely upon geological and engineering estimates which involve a high level of uncertainty.

Geologic and engineering data are used to determine the probability that a reservoir of oil or natural gas exists at a particular location. This data is also used to determine whether oil and natural gas are recoverable from a reservoir. Recoverability is ultimately subject to the accuracy of data including, but not limited to, geological characteristics of the reservoir, structure, reservoir fluid properties, the size and boundaries of the drainage area, reservoir pressure, and the anticipated rate of pressure depletion. Also the increasing costs of production operations may render some deposits uneconomic to extract.

The evaluation of these and other factors is based upon available seismic data, computer modeling, well tests and information obtained from production of oil and natural gas from adjacent or similar properties. There is a high degree of risk in proving the existence and recoverability of reserves. Actual recoveries of proved reserves can differ materially from original estimates. Accordingly, reserve estimates may be subject to downward adjustment. Actual production, revenue and expenditures will likely vary from estimates, and such variances may be material.

Drilling is a high risk activity and, as a result, we may not be able to adhere to our proposed drilling schedule, or our proposed drilling program may not result in commercially productive reserves.

Our future success will partly depend on the success of our future drilling programs. The future cost or timing of drilling, completing, and producing wells is inherently uncertain. Our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors including:

unexpected drilling conditions;

well integrity issues and surface expressions;

pressure or irregularities in formations;

equipment failures or accidents;

compliance with landowner requirements;

availability, costs and terms of contractual arrangements with respect to pipelines and related facilities to gather, process, transport and market oil and natural gas; and

shortages or delays in the availability of drilling rigs and the delivery of equipment and/or services, including experienced labor.

Shortages of oilfield equipment, services and qualified personnel could delay the drilling programs and increase the prices we pay to obtain such equipment, services and personnel.

The demand for qualified and experienced field personnel to drill wells and conduct field operations in the oil and gas industry can fluctuate significantly, often in correlation with oil and natural gas prices, causing periodic shortages. Historically, there have been shortages of drilling and workover rigs, pipe and other oilfield equipment as demand for rigs and equipment has increased along with the number of wells being drilled. These factors also cause significant increases in costs for equipment, services and personnel. Higher oil and natural gas prices generally stimulate demand and result in increased prices for drilling and workover rigs, crews, and associated supplies, equipment and services. It is beyond our control and ability to predict whether these conditions will exist in the future and, if so, what their timing and duration will be.

Our financial condition will deteriorate if we are unable to retain our interests in our leased oil and gas properties.

All of our properties are held under interests in oil and gas mineral leases. If we fail to meet the specific requirements of any lease, such lease may be terminated or otherwise expire. We cannot be assured that we will be able to meet our obligations under each lease. The termination or expiration of our “working interests” (interests created by the execution of an oil and gas lease) relating to these leases would impair our financial condition and results of operations.

We will need significant additional funds to meet capital calls, drilling and other production costs in our effort to explore, produce, develop and sell the natural gas and oil produced by our leases. We may not be able to obtain any such additional funds on acceptable terms.

Title deficiencies could render our oil and gas leases worthless; thus damaging the financial condition of our business.

The existence of a material title deficiency can render a lease worthless, resulting in a large expense to our business. We rely upon the judgment of oil and gas lease brokers who perform the field work and examine records in the appropriate governmental office before attempting to place a specific mineral interest under lease. This is a customary practice in the oil and gas industry.

We anticipate that we, or the person or company acting as operator on the properties that we lease, will examine title prior to any well being drilled. Even after taking these precautions, deficiencies in the marketability of the title to the leases may still arise. Such deficiencies may render some leases worthless, negatively impacting our financial condition.

If we as operators, or the operator of our oil and gas projects fail to maintain adequate insurance, our business could be exposed to significant losses.

Our oil and gas projects are subject to risks inherent in the oil and gas industry. These risks involve explosions, uncontrollable flows of oil, gas or well fluids, pollution, fires, earthquakes and other environmental issues. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage. As protection against these operating hazards we will investigate and attempt to maintain insurance coverage to include physical damage and comprehensive general liability, when we begin operations. However, we are not fully insured in all aspects of our business. The occurrence of a significant event on any project against which we are not adequately covered by insurance could have a material adverse effect on our financial position.

In the projects in which we are not the operator, we may require the operator to maintain insurance of various types to cover our operations with policy limits and retention liability customary in the industry. The occurrence of a significant adverse event on any of these projects if they are not fully covered by insurance could result in the loss of all or part of our investment. The loss of any such project investment could have a material adverse effect on our financial condition and results of operations.

We may lose key management personnel which could endanger the future success of our oil and gas operations.

Our President and Chief Executive Officer, who is also acting as our interim principal finance and accounting officer, and our director does not have substantial experience in the oil and gas business. The loss of this individual could adversely affect our business. If our sole officer or director dies, becomes disabled or voluntarily terminates employment with us, there is no assurance that a suitable or comparable substitute will be found.

We may be unable to continue as a going concern in which case our securities will have little or no value.

Our financial statements for the year ended March 31, 2015 were prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. We have incurred net losses since inception which raises substantial doubt about our ability to continue as a going concern. In the event we are not able to continue operations, an investor will likely suffer a complete loss of their investment in our securities.

In the past, we have disclosed material weakness in our internal controls and procedures. If a material weakness reoccurs, this could erode investor confidence, jeopardize our ability to obtain insurance and limit our ability to attract qualified persons to serve at Daybreak.

As of the end of the reporting period, March 31, 2015, an evaluation was conducted by Grid Petroleum’s management, and our Chief Executive Officer, who is also serving as our interim principal finance and accounting officer, as to the effectiveness of the design and operation of our internal controls over financial reporting pursuant to Rule 13a-15(e) of the Exchange Act. Based on that evaluation, our management concluded that our internal controls over financial reporting were not effective as of March 31, 2015.

Because we fail to comply with the rules regarding internal controls and procedures, it may make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance. We may be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, on committees of our Board of Directors, or as executive officers.

The market price of our Common Stock could be volatile, which may cause the investment value of our stock to decline.

Our Common Stock is quoted on the over-the-counter (“OTC”) market under the symbol GRPR.

The OTC market is characterized by low trading volume. Because of this limited liquidity, shareholders may be unable to sell their shares at or above the cost of their purchase prices. The trading price of our shares has experienced wide fluctuations and these shares may be subject to similar fluctuations in the future.

The trading price of our Common Stock may be affected by a number of factors including events described in these risk factors, as well as our operating results, financial condition, announcements of drilling activities, general conditions in the oil and gas exploration and development industry, and other events or factors.

In recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of our Common Stock. These fluctuations may have a negative effect on the market price of our Common Stock.

Pursuant to SEC rules our Common Stock is classified as a “penny stock” increasing the risk of investment in these shares.

Our Common Stock is designated as a “penny stock” and thus may be more illiquid than shares traded on an exchange or on NASDAQ. Penny stocks generally are any non-NASDAQ or non-exchange listed equity securities with a price of less than $5.00, subject to certain exceptions.

The “penny stock” reporting and disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that is subject to these rules. The market liquidity for the shares could be severely and adversely affected by limiting the ability of broker-dealers to sell these shares.

The resale of shares offered in private placements could depress the value of the shares.

Shares of our Common Stock have been offered and sold in private placements at significant discounts to the trading price of the Common Stock at the time of the offering. Sales of substantial amounts of Common Stock eligible for future sale in the public market, or the availability of shares for sale, including shares issued upon exercise of outstanding warrants, could adversely affect the prevailing market price of our Common Stock and our ability to raise capital by an offering of equity securities.

Privately placed issuances of our Common Stock, Preferred Stock and warrants have and may continue to dilute ownership interests which could have an adverse effect on our stock prices.

Our authorized capital stock consists of 7,500,000,000 shares of Common Stock and 20,000,000 shares of preferred stock. As of March 31, 2015, there were 6,898,408,070 shares of Common Stock and 1,319,500 shares of Series A Convertible Preferred stock outstanding.

Historically we have issued, and likely will continue to issue, additional shares of our Common Stock in connection with the compensation of personnel, future acquisitions, private placements, possible equity swaps for debt or for other business purposes. Future issuances of substantial amounts of these equity securities could have a material adverse effect on the market price of our Common Stock, and would result in further dilution of the ownership interests of our existing shareholders.

We may seek to raise additional funds in the future through debt financing which may impose operational restrictions and may further dilute existing ownership interests.

We expect to seek to raise additional capital in the future to help fund our acquisition, development, and production of oil and natural gas reserves. Subsequent debt financing, if available, may require restrictive covenants, which may limit our operating flexibility. Future debt financing may also involve debt instruments that are convertible into or exercisable for Common Stock. The conversion of the debt to equity financing may dilute the equity position of our existing shareholders.

We do not anticipate paying dividends on our Common Stock which could devalue the market value of these securities.

We have not paid any cash dividends on our Common Stock since our inception. We do not anticipate paying cash dividends in the foreseeable future. Any dividends paid in the future will be at the complete discretion of our Board of Directors. For the foreseeable future, we anticipate that we will retain any revenues which we may generate from our operations. These retained revenues will be used to finance and develop the growth of the Company. Prospective investors should be aware that the absence of dividend payments could negatively affect the market value of our Common Stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices are located at 412 N. Main Street, Suite 100, Buffalo, WY 82834. A description of our oil and gas properties is set forth above in this Annual Report under the heading “Business.” As of the date of this filing, the Company has not sought to move our office. Additional space may be required as the Company expands its operations. Management does not foresee any significant difficulties in obtaining any required additional space. The Company currently does not own any real property.

ITEM 3. 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 4. MINE SAFETY DISCLOSURE

None.

PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock is currently quoted on the OTC Markets. Our common stock has been quoted on the OTC Markets since October 17, 2007 trading under the symbol “SBRT”. On January 15, 2008, our symbol was changed to “SBTR” and on December 15, 2009, our symbol was changed to “GRPR” to reflect our Company’s name change Because we are quoted on the OTC Markets, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTCQB for the period from April 1, 2014 through March 31, 2015, based on our fiscal year end March 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2015 – High								0.001
2015 – Low								0.0001
2014 – High		0.0002		0.0002		0.0001
2014 – Low		0.0001		0.0001		0.0001

Record Holders

As of March 31, 2015, there were 6,898,408,070 shares of the registrant’s $0.001 par value common stock issued and outstanding and were owned by approximately 18 holders of record, based on information provided by our transfer agent.

Recent Sales of Unregistered Securities

From April 1, 2014 to June 30, 2014, the holders of convertible notes converted a total of $82,851 of principal and interest into 1,545,892,462 shares of our common stock.

From July 1, 2014 until September 30, 2014, the holders of convertible notes converted a total of $6,793 of principal into 135,866,600 shares of our common stock.

From January 1, 2015 until March 31, 2015, the holders of convertible notes converted a total of $3,200 of principal into 320,000,000 shares of our common stock.

Subsequent Issuances

None.

Re-Purchase of Equity Securities

None.

Dividends

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Working Capital


	March 31, 2015 $			March 31, 2014 $
Current Assets		-			-
Current Liabilities		2,954,313			2,888,432
Working Capital (Deficit)		(2,954,313	)		(2,888,432	)

Cash Flows


	March 31, 2015 $			For the Period from March 31, 2009 (date of inception) to March 31, 2014 $
Cash Flows from (used in) Operating Activities		(2,598,271	)		(7,877,110	)
Cash Flows from (used in) Investing Activities		-			(11,940,093	)
Cash Flows from (used in) Financing Activities		2,598,271			19,813,058
Net Increase (decrease) in Cash During Period		-			-

Results for the Year Ended March 31, 2015 Compared to the Year Ended March 31, 2014

Revenues:

The Company’s revenues were $0 for the year ended March 31, 2015 compared to $0 in 2014.

Cost of Revenues:

The Company’s cost of revenue was $0 for the year ended March 31, 2015, compared to $0 in 2014.

Operating Expenses:

Operating expenses for the year ended March 31, 2015, and March 31, 2014, were $1,324,833 and $761,608, respectively. Operating expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase was primarily attributable to an increase is consulting and professional fees.

Other Income (Expense):

Other income (expense) for the year ended March 31, 2015, and March 31, 2014, were $(99,746) and $(3,599,420), respectively. Other income (expense) consisted of gain or loss 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 Loss:

Net loss for the year ended March 31, 2015, was $(1,424,579) compared with a net loss of $(4,361,029) for the year ended March 31, 2014. The decreased net loss is due to gains on the derivative valuation of convertible notes.

Results for the Period from March 31, 2009 (Inception of Exploration Stage) through March 31, 2015

Revenues:

The Company’s revenues for the period from March 31, 2009 (inception of Exploration Stage) through March 31, 2015 were $0.

Cost of Revenues

The Company’s cost of revenue for the period from March 31, 2009 (inception of Exploration Stage) through March 31, 2015 were $0.

Operating Expenses:

Operating expenses for the period from March 31, 2009 (inception of Exploration Stage) through March 31, 2015 were $9,151,434. Operating expenses consist primarily of consulting fees, officer compensation, management fees, administrative expenses, interest expense and professional fees appropriate for being a public company.

Other Income (Expense):

Other income (expenses) for the period from March 31, 2009 (inception of Exploration Stage) through March 31, 2015, were $(4,065,299).

Net Loss.

Net loss for the period March 31, 2009 (Inception of Exploration Stage) through March 31, 2015, was $(13,216,733). The net loss for this period was primarily related to general and administrative expenses exceeding the amount of revenues for the period indicated.

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.

As of March 31, 2015, total current assets were $0.

As of March 31, 2015, total current liabilities were $2,954,313, which consisted primarily of accounts payable and accrued expenses and convertible debentures. We had negative net working capital of $(2,954,313) as of March 31, 2015.

During the period from March 31, 2009 (Inception of Exploration Stage) through March 31, 2015, operating activities used cash of $(7,877,110). The cash used by operating activities related to general and administrative expenses and non-cash items related to derivative instruments. Except for cash in the amount of $0 from sales of our products, all of the cash during this period was provided by related party transactions, capital contributions and convertible debentures.

Intangible Assets

The Company’s intangible assets were $0 as of March 31, 2015.

Material Commitments

The Company’s material commitments were $0 as of March 31, 2015.

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 planned acquisitions and exploration 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.

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.

Contractual Obligations

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GRID PETROLEUM CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

Index to Consolidated Financial Statements

Table of Contents		Page
Reports of John Scrudato, CPA Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of March 31, 2015 and 2014		F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended March 31, 2015 and 2014		F-3
Consolidated Statement of Stockholders' Equity for the Year Ended March 31, 2015		F-4
Consolidated Statements of Cash Flows for the Years Ended March 31, 2015 and 2015		F-5
Notes to Consolidated Financial Statements		F-6 to F-28

Scrudato & Co., PA

CERTIFIED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Grid Petroleum, Corp.

We have audited the accompanying balance sheet of Grid Petroleum Corp. as of March 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Grid Petroleum Corp. at March 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has experienced substantial losses since its inception and has limited business operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Scrudato & Co., PA

Califon, New Jersey

September 9, 2016

7 Valley View Drive Califon, New Jersey 07830 (908) 534-0008

Registered Public Company A

F-1

GRID PETROLEUM CORP.
(KNOWN AS SUNBERTA RESOURCES INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

	March 31,			March 31,
	2015			2014
ASSETS
Current Assets
Cash	$	-		$	-
Total Current Assets		-			-

Due from related party		16,848			17,048
Oil & gas properties		7,026,666			7,026,666

TOTAL ASSETS	$	7,043,514		$	7,043,714

LIABILITIES
Current Liabilities:
Bank overdraft	$	39		$	-
Accounts payable		5,223			9,321
Due to related party		41,888			7,195
Notes payable, net of discount		1,407,492			711,783
Notes payable, interest		147,836			44,296
Derivative liabilities		843,376			1,747,378
Stockholder loans		508,459			368,459
Total Current Liabilities		2,954,313			2,888,432

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value 20,000,000 shares authorized		1,320			1,320
1,319,500 issued and outstanding at March 31, 2015 and March 31, 2014
Common stock, $0.001 par value 7,500,000,000 authorized		6,898,408			4,896,649
6,898,408,070 shares issued and outstanding at March 31, 2015
4,896,649,008 shares issued and outstanding at March 31, 2014
Additional paid in capital		10,525,911			11,169,172
Accumulated other comprehensive loss		4,144			4,144
Deficit accumulated during the development stage		(123,849	)		(123,849	)
Deficit accumulated during the exploration stage		(13,216,733	)		(11,792,154	)
Total Stockholders' Equity		4,089,201			4,155,281

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	7,043,514		$	7,043,714

F-2

GRID PETROLEUM CORP.
(KNOWN AS SUNBERTA RESOURCES INC.)
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

							From
							Inception
							(March 31, 2009
	For the years ended						through
	March 31,						March 31,
	2015			2014				2015
Revenue	$	-		$	-		$	-

Operating expenses
Consulting		860,000			534,500			2,403,550
Depreciation		-			-			2,759
Impairment of rights to future exploration costs		-			-			4,825,334
Impairment of oil and gas properties		-			-			85,334
Interest expense		-			-			8,989
Investor relations		-			-			89,753
Management fees		120,000			98,155			316,515
Lease		-			9,931			9,931
Professional fees		156,764			37,103			486,185
Salaries & benefits		-			-			22,294
Other G&A expenses		188,069			81,919			900,791
Loss from operations		(1,324,833	)		(761,608	)		(9,151,434	)

Other income/ (expense)
Change in derivative liability		824,734			(1,630,950	)		(870,777	)
Interest on convertible notes		(924,481	)		(1,968,470	)		(3,194,522	)
Total other income/expenses		(99,746	)		(3,599,420	)		(4,065,299	)

Profit (Loss) before income taxes		(1,424,579	)		(4,361,029	)		(13,216,733	)

Income taxes		-			-			-

Net Profit (Loss)	$	(1,424,579	)	$	(4,361,029	)	$	(13,216,733	)

Other comprehensive gain (loss)
Loss on elimination of convertible notes		-			119,505			-
Foreign currency translation adjustments		-			-			4,144
Comprehensive Profit (Loss)		(1,424,579	)		(4,241,524	)		(13,212,589	)

Per share information
Basic, weighted number of common shares outstanding		6,481,622,805			1,797,458,565
Net profit (loss) per common share		(0.0002	)		(0.0024	)

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

F-3

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM FORMATION, (SEPTEMBER 19, 2006) TO MARCH 31, 2015

Deficit

Accumulated

Additional

Other

during the

Total

Preferred Stock

Common Stock

Paid-In

Comprehensive

Exploration

Development

Shareholders'

Amount

Capital

Income (Loss)

Stage

Equity

Beginning balances, September 19, 2006	-	$	-	52,000,000		$	26,000		$	-		$	-		$	-		$	-		$	26,000
Shares issued pursuant to subscriptions
November 15, 2006 at $0.0005	-		-	25,500,000			25,500			-			-			-			-			25,500
Shares issued for acquisition of
subsidiary at $0.05	-		-	2,000			107			-			-			-			-			107
Shares issued pursuant to subscriptions																						-
March 30, 2007	-		-	4,540,000			22,700			-			-			-			-			22,700
Non-cash use of premises contributed
by a director	-		-	-			-			2,250			-			-			-			2,250
Net (loss) for the period	-		-	-			-			-			(857	)		(31,138	)		-			(31,995	)
Balances March 31, 2007	-	$	-	82,042,000		$	74,307		$	2,250		$	(857	)	$	(31,138	)	$	-		$	44,562

Non-cash use of premises contributed
by a director	-		-	-			-			6,000			-			-			-			6,000
Net income (loss) for the year	-		-	-			-			-			5,152			(82,075	)		-			(76,923	)
Balances March 31, 2008	-	$	-	82,042,000		$	74,307		$	8,250		$	4,295		$	(113,213	)	$	-		$	(26,361	)

Non-cash use of premises contributed
by a director	-		-	-			-			6,000			-			-			-			6,000
Net income (loss) for the year	-		-	-			-			-			504			(60,062	)		-			(59,558	)
Balances March 31, 2009	-	$	-	82,042,000		$	74,307		$	14,250		$	4,799		$	(173,275	)	$	-		$	(79,919	)

Non-cash use of premises contributed
by a director	-		-	-			-			5,000			-			-			-			5,000
Forgiveness of shareholder's loan	-		-	-			-			27,500			-			-			-			27,500
Forgiveness of fees payable to a consultant	-		-	-			-			3,813			-			-			-			3,813
Legal fees paid by a shareholder	-		-	-			-			3,569			-			-			-			3,569
Shares issued pursuant to subscriptions
March 9, 2010 at $0.40	-		-	1,250,000			1,250			498,750			-			-			-			500,000
Excess of price paid to related party for																						-
oil & gas properties over related party's cost	-		-	-			-			(220,000	)		-			-			-			(220,000	)
Stock cancelled March 17, 2010	-		-	(18,002,000	)		(10,267	)		10,267			-			-			-			-
Imputed interest on shareholders' loan	-		-	-			-			2,318			-			-			-			2,318
Net (loss) for the year	-		-	-			-			-			(655	)		-			(123,849	)		(124,504	)
Balances March 31, 2010	-	$	-	65,290,000		$	65,290		$	345,467		$	4,144		$	(173,275	)	$	(123,849	)	$	117,777

F-4

Deficit

Accumulated

Additional

Other

during the

Total

Preferred Stock

Common Stock

Paid-In

Comprehensive

Exploration

Development

Shareholders'

Amount

Capital

Income (Loss)

Stage

Equity


Shares issued pursuant to agreement
May 14, 2010 at $1.48 and;	-			-		134,420			134			199,866			-		-			-			200,000
September 28, 2010 at $0.75	-			-		266,667			267			199,733			-		-			-			200,000
Shares issued for consulting
June 30, 2010 at $0.82	-			-		50,000			50			40,900			-		-			-			40,950
Shares issued for consulting
October 18, 2010 at $0.39	-			-		50,000			50			19,450			-		-			-			19,500
Shares issued for consulting
November 15, 2010 at $0.39	-			-		150,000			150			58,350			-		-			-			58,500
Shares issued to retire debt
February 1, 2011 at $0.05	-			-		1,300,000			1,300			62,171			-		-			-			63,471
Shares issued for services
January 3, 2011 at $0.02	-			-		6,000,000			6,000			87,000											93,000
Shares issued for acquisition of
subsidiary at $0.12	-			-		62,000,000			62,000			7,368,900			-		-			-			7,430,900
Net (loss) for the year	-			-		-			-			-			-		(834,271	)		-			(834,271	)
Balances March 31, 2011	-		$	-		135,241,087		$	135,241		$	8,381,837		$	4,144	$	(1,007,546	)	$	(123,849	)	$	7,389,827

Consulting fees issued by shares
August 18, 2011	-			-		500,000			500			14,500			-		-			-			15,000
Conversion of debt to stock August 29 -
September 21, 2011	-			-		9,406,149			9,406			169,527			-		-			-			178,933
Conversion of debt to stock November 28-																							-
December 8, 2011	-			-		11,295,545			11,296			76,518			-		-			-			87,814
Service fees issued by shares Dec 2, 2011	-			-		12,000,000			12,000			84,000			-		-			-			96,000
Shares returned Treasury - preliminary
transaction	-			-		(3,198,528	)		(3,199	)		3,199			-		-			-			-
Conversion of debt to stock January 6 -
February 9, 2012	-			-		12,815,862			12,816			104,988			-		-			-			117,804
Consulting fees issued by shares Feb 2, 2012	-			-		1,684,427			1,685			15,160											16,845
Preferred stock issued in acquiring
subsidiary	2,076,000			2,076		-			-			4,149,924			-		-			-			4,152,000
Preferred stock converted to common	(111,000	)		(111	)	22,200,000			22,200			(22,089	)		-		-			-			-
Net (loss) for the year	-			-		-			-			-			-		(621,639	)		-			(621,639	)
Balances for March 31, 2012	1,965,000			1,965		201,944,542			201,945			12,977,564			4,144		(1,629,185	)		(123,849	)		11,432,583

F-5

Deficit

Accumulated

Additional

Other

during the

Total

Preferred Stock

Common Stock

Paid-In

Comprehensive

Exploration

Development

Shareholders'

Amount

Capital

Income (Loss)

Stage

Equity


Reclassification of loss on convertible notes	-		-		-	-	-		(119,505	)	119,505		-		-
Reclassification of conversion of notes	-		-		-	-	(117,804	)	-		-		-		(117,804	)
Preferred stock converted to common	(80,000	)	(80	)	16,000,000	16,000	(15,920	)	-		-		-		-
Shares issued for consulting
May 17, 2012 at $0.01	-		-		1,514,101	1,514	13,627		-		-		-		15,141
Shares issued for consulting
May 23, 2012 at $0.01	-		-		2,500,000	2,500	22,500		-		-		-		25,000
Shares issued for loan agreement	-		-		1,000,000	1,000	9,000		-		-		-		10,000
Conversion of promissory notes to stock
July 12, 2012 - September 18, 2012	-		-		25,715,010	25,715	66,885		-		-		-		92,600
Elimination of derivative liabilities
July 12, 2012 - September 18, 2012	-		-		-	-	93,398		-		-		-		93,398
Preferred stock converted to common	(328,000	)	(328	)	65,600,000	65,600	(65,272	)	-		-		-		-
Preferred stock converted to common	(125,000	)	(125	)	25,000,000	25,000	(24,875	)	-		-		-		-
Conversion of promissory notes to stock
October 5, 2012 - December 21, 2012	-		-		49,508,657	49,508	35,012		-		-		-		84,520
Elimination of derivative liabilities
October 5, 2012 - December 21, 2012	-		-		-	-	92,876		-		-		-		92,876
Conversion of promissory notes to stock
January 8, 2013 - March 21, 2013	-		-		177,789,278	177,789	(79,869	)	-		-		-		97,920
Elimination of derivative liabilities
October 5, 2012 - December 21, 2012	-		-		-	-	114,480		-		-		-		114,480
Net (loss) for the year	-		-		-	-	-		-		(5,801,940	)	-		(5,801,940	)
Balances for March 31, 2013	1,432,000		1,432		566,571,588	566,571	13,121,602		(115,361	)	(7,311,620	)	(123,849	)	6,138,774

F-6

Deficit

Accumulated

Additional

Other

during the

Total

Preferred Stock

Common Stock

Paid-In

Comprehensive

Exploration

Development

Shareholders'

Amount

Capital

Income (Loss)

Stage

Equity

Conversion of promissory notes to stock
April 8, 2013 - May 22, 2013	-		-		136,159,247		136,159		(101,059	)	-	-		-		35,100
Elimination of derivative liabilities
April 8, 2013 - May 22, 2013	-		-		-		-		47,964		-	-		-		47,964
Conversion of promissory notes to stock
July 16, 2013 - September 19, 2013	-		-		553,633,424		553,633		(432,364	)	-	-		-		121,269
Elimination of derivative liabilities
July 16, 2013 - September 19, 2013	-		-		-		-		941,748		-	-		-		941,748
Conversion of promissory notes to stock
October 1, 2013 - December 30, 2013	-		-		1,124,666,667		1,124,667		(989,656	)	-	-		-		135,011
Elimination of derivative liabilities
October 1, 2013 - December 30, 2013	-		-		-		-		156,129		-	-		-		156,129
Conversion of promissory notes to stock
January 7, 2014 - March 20, 2014	-		-		2,404,368,082		2,404,368		(2,190,562	)	-	-		-		213,807
Elimination of derivative liabilities
January 7, 2014 - March 20, 2014	-		-		-		-		708,956		-	-		-		708,956
Intrinsic value of the beneficial conversion feature of the convertible notes payable	-		-		-		-		17,551		-	-		-		17,551
Preferred stock converted to common	(112,500	)	(113	)	112,500,000		112,500		(112,388	)	-	-		-		-
Common shares retired	-		-		(1,250,000	)	(1,250	)	1,250		-	-		-		-
Reclassification of loss on convertible notes	-		-		-		-		-		119,505	(119,505	)	-		-
Net (loss) for the year	-		-		-		-		-		-	(4,361,029	)	-		(4,361,029	)
Balances for March 31, 2014	1,319,500		1,320		4,896,649,008		4,896,649		11,169,172		4,144	(11,792,154	)	(123,849	)	4,155,281

Conversion of promissory notes to stock
April 1, 2014 - June 26, 2014	-		-		1,545,892,462		1,545,892		(1,463,042	)	-	-		-		82,851
Elimination of derivative liabilities
April 1, 2014 - June 26, 2014	-		-		-		-		148,436		-	-		-		148,436
Conversion of promissory notes to stock
August 28, 2014	-		-		135,866,600		135,867		(129,073	)	-	-		-		6,793
Elimination of derivative liabilities
August 28, 2014	-		-		-		-		9,573		-	-		-		9,573
Conversion of promissory notes to stock
January 29, 2015	-		-		320,000,000		320,000		(316,800	)	-	-		-		3,200
Elimination of derivative liabilities
January 29, 2015	-		-		-		-		3,646		-	-		-		3,646
Intrinsic value of the beneficial conversion feature of the convertible notes payable	-		-		-		-		1,104,000		-	-		-		1,104,000
Net (loss) for the year	-		-		-		-		-		-	(1,424,579	)	-		(1,424,579	)
Balances for March 31, 2015	1,319,500		1,320		6,898,408,070		6,898,408		10,525,912		4,144	(13,216,733	)	(123,849	)	4,089,201

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

F-7

GRID PETROLEUM CORP.
(KNOWN AS SUNBERTA RESOURCES INC.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

							From
							Inception
	For the years ended						(March 31, 2009
	March 31,						through
	2015			2014			March 31, 2015)
Operating Activities:
Net profit (loss) in exploration stage	$	(1,424,579	)	$	(4,361,029	)	$	(13,216,733	)
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		(369,333	)		(60,209	)		(429,542	)
Change in derivative liabilities		(904,002	)		1,034,072			843,376
Changes in assets and liabilities:
Increase (decrease) in interest payable		103,541			37,577			147,836
Increase (decrease) in accounts payable		(4,099	)		(16,794	)		5,223
Decrease (increase) in due from related party		200			(17,048	)		(16,848	)
Net cash provided by operating activities		(2,598,271	)		(2,719,463	)		(7,877,110	)
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:
Bank overdraft		39			-			39
Proceeds from note payable		1,065,042			183,551			1,837,034
Proceeds from stockholders' loans		140,000			150,609			508,459
Due to related party		34,693			7,195			41,888
Issuance of preferred stock		-			(113	)		1,320
Issuance of common stock		1,358,498			2,377,648			17,424,319
Net cash provided by financing activities		2,598,271			2,718,891			19,813,058
Accumulated other comp income		-			-			4,144
Net increase/(decrease) in cash		0			(573	)		(0	)
Cash, beginning of period		-			573			-
Cash, end of period	$	0		$	0		$	(0	)

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-8

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 per month for the last 24 months of work provided to the company.

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.

F-9

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash and highly liquid investments with original maturity dates of less than three months that may not be reported as investments. While the Company may maintain cash and cash equivalents in bank deposit accounts, which at times exceed Federal Deposit Insurance Corporation insured limits, they have not experienced any losses in such accounts.

Management believes it is not exposed to any significant credit risk on cash and 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 of March 31, 2015, 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 of March 31, 2015.

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.

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.

F-10

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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

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, 2015 and 2014. 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 March 31, 2015 and 2014 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.

F-11

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

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

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 6 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 by a 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, 2015 and 2014. Management considered that there were no changes in circumstances that would warrant impairment from the estimated values indicated by independently prepared geological reports.

F-12

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

3. OIL AND GAS PROPERTIES (continued)

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.

Oil and gas properties are summarized as follow as at March 31, 2015:


	Proved
Unconventional Acreage	$	7,026,666

4. NOTE PAYABLE

Notes payable comprised as the following:

	March 31,			March 31,
	2015			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		380,800			384,000
Direct Capital #3		360,000			-
Direct Capital #4		360,000			-
Direct Capital #5		240,000			-
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			-
Syndication Capital #13		48,000			-
Syndication Capital #14		48,000			-
Gel Properties #2		-			22,190
Coventry Enterprises #2		20,000			40,243
LG Capital Funding		29,000			29,000
New Venture Attorneys		50,000			-
	$	1,837,034		$	771,993
Debt discount		(429,542	)		(60,209	)
Notes payable, net of discount	$	1,407,492		$	711,783
Accrued interest		147,836			44,296
	$	2,962,821		$	1,467,862

F-13

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

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 years ended March 31, 2015 and 2014, the Company accrued $2,860 and $2,993 respectively 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.

During the years ended March 31, 2015 and 2014, the Company recorded a gain of $20,307 and a loss of $78,686 respectively due to the change in value of the derivative liability.

At March 31, 2015 and 2014, principal balance of $13,000 and $13,000 respectively, accrued interest of $5,853 and $2,993 respectively, and a derivative liability of $21,088 and $41,395 respectively 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 years ended March 31, 2015 and 2014, the Company accrued $0 and $1,466 respectively 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 year ended March 31, 2015 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.

At March 31, 2015 and 2014, principal balance of $0 and $400 respectively, accrued interest of $0 and $0 respectively, a debt discount of $0 and $0 respectively and a derivative liability of $0 and $0 respectively 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 years ended March 31, 2015 and 2014, the Company accrued $0 and $1,660 respectively in interest expense.

F-14

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

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 years ended March 31, 2015 and 2014, the Company recorded a gain of $14,847 and a loss of $29,227 respectively due to the change in value of the derivative liability during the period.

During the year ended March 31, 2015 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.

At March 31, 2015 and 2014, principal balance of $0 and $10,425 respectively, accrued interest of $0 and $1,660 respectively, a debt discount of $0 and $0 respectively and a derivative liability of $0 and $36,043 respectively 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 years ended March 31, 2015 and 2014, the Company accrued $0 and $1,710 respectively 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 years ended March 31, 2015 and 2014, the Company recorded a gain of $56,576 and a loss of $87,045 respectively due to the change in value of the derivative liability during the period, and a debt discount of $9,328 and $15,991 respectively was accreted to the statement of operations.

During the years ended March 31, 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.

At March 31, 2015 and 2014, principal balance of $0 and $32,500 respectively, accrued interest of $0 and $1,710 respectively, a debt discount of $0 and $9,328 respectively and a derivative liability of $0 and $112,365 respectively was recorded.

F-15

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

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. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 12, 2012. During the years ended March 31, 2015 and 2014, the Company accrued $1,719 and $14,128 respectively 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 years ended March 31, 2015 and 2014, the Company recorded gains of $36,521 and $6,293 due to the change in value of the derivative liability during the period.

At March 31, 2015 and 2014, principal balance of $21,491 and $21,491 respectively, accrued interest of $11,030 and $19,047 respectively, and a derivative liability of $37,781 and $74,302 respectively was recorded.

Direct Capital Note #1

On March 31, 2012, the Company entered into a debt settlement agreement with Direct Capital Group, Inc., whereby the Company exchanged $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 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 six (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 years ended March 31, 2015 and 2014, the Company recorded a gain of $122,773 and a loss of $151,081 due to the change in value of the derivative liability during the period.

At March 31, 2015 and 2014, principal balance of $70,671 and $70,671 respectively and a derivative liability of $126,882 and $249,655 respectively was recorded.

Direct Capital Note #2

On October 1, 2013 the Company entered into a Convertible Promissory Note with Direct Capital Group, 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 years ended March 31, 2015 and 2014, the Company accrued $46,016 and $11,425 respectively 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 years ended March 31, 2015 and 2014, the Company recorded a gain of $457,279 and a loss of $669,841 respectively due to the change in value of the derivative liability during the period, and a debt discount of $1,474 and $266,856 respectively was accreted to the statement of operations.

F-16

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

During the years ended March 31, 2014 the Company issued an aggregate of 320,000,000 common shares upon the conversion of principal amount of $3,200. The derivative liability amounting to $3,646 was re-classified to additional paid in capital.

At March 31, 2015 and 2014, principal balance of $380,800 and $384,000 respectively, accrued interest of $57,441 and $11,425 respectively, a debt discount of $0 and $1,474 respectively and a derivative liability of $477,246 and $938,171 respectively was recorded.

Direct Capital Note #3

On October 1, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2015. Any principal amount not paid by the maturity date shall bear interest at a rate of 22% annum. The Conversion Price shall mean par $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $14,282 and $0 respectively 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.

On October 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $360,000 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the years ended March 31, 2015 and 2014 debt discount of $359,011 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $360,000 and $0 respectively, accrued interest of $14,282 and $0 respectively, and debt discount of $989 and $0 respectively was recorded.

Direct Capital Note #4

On January 1, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date shall bear interest at a rate of 22% annum. The Conversion Price shall mean par $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $7,022 and $0 respectively in interest expense.

On January 1, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $360,000 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the years ended March 31, 2015 and 2014 debt discount of $177,017 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $360,000 and $0 respectively, accrued interest of $7,022 and $0 respectively, and debt discount of $182,983 and $0 respectively was recorded.

F-17

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

Direct Capital Note #5

On March 31, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 30, 2015. Any principal amount not paid by the maturity date shall bear interest at a rate of 22% annum. The Conversion Price shall mean par $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $0 and $0 respectively in interest expense.

On March 31, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $240,000 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the years ended March 31, 2015 and 2014 debt discount of $0 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $240,000 and $0 respectively, accrued interest of $0 and $0 respectively, and debt discount of $240,000 and $0 respectively 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 and recorded a credit to derivative liability of $453,305.

During the years ended March 31, 2015 and 2014, the Company recorded a gain of $8,686 and $324,511 respectively due to the change in value of the derivative liability during the period.

At March 31, 2015 and 2014, principal balance of $5,000 and $5,000 respectively and a derivative liability of $8,977 and $17,663 respectively 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 $.00001 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.

F-18

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

During the years ended March 31, 2015 and 2014, the Company accrued $3,096 and $1,059 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $14,072 and $14,072 respectively and accrued interest of $4,155 and $1,059 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $2,420 and $828 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $11,000 and $11,000 respectively and accrued interest of $3,248 and $828 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $2,420 and $636 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $11,000 and $11,000 respectively and accrued interest of $3,056 and $636 respectively 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. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.00001 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.

F-19

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

During the years ended March 31, 2015 and 2014, the Company accrued $2,413 and $436 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $11,000 and $11,000 respectively and accrued interest of $2,849 and $436 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $3,330 and $530 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $16,000 and $16,000 respectively and accrued interest of $3,860 and $530 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $3,140 and $424 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $16,000 and $16,000 respectively and accrued interest of $3,564 and $424 respectively was recorded.

F-20

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $2,952 and $316 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $16,000 and $16,000 respectively and accrued interest of $3,268 and $316 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $2,765 and $207 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $16,000 and $16,000 respectively and accrued interest of $2,972 and $207 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $2,575 and $109 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $16,000 and $16,000 respectively and accrued interest of $2,684 and $109 respectively was recorded.

F-21

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $2,387 and $0 respectively in interest expense.

At March 31, 2015 and 2014, principal balance of $16,000 and $16,000 respectively and accrued interest of $2,387 and $0 respectively 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 $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $6,286 and $0 respectively in interest expense.

On April 30, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the years ended March 31, 2015 and 2014 debt discount of $48,000 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $48,000 and $0 respectively and accrued interest of $6,286 and $0 respectively was recorded.

Syndication Capital Note #13

On July 31, 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 February 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $3,624 and $0 respectively in interest expense.

F-22

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

On July 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the years ended March 31, 2015 and 2014 debt discount of $48,000 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $48,000 and $0 respectively and accrued interest of $3,624 and $0 respectively was recorded.

Syndication Capital Note #14

On October 31, 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 May 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par $.00001 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 years ended March 31, 2015 and 2014, the Company accrued $1,589 and $0 respectively in interest expense.

On October 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $48,000 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the years ended March 31, 2015 and 2014 debt discount of $42,564 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $48,000 and $0 respectively, debt discount of $5,436 and $0 respectively, and accrued interest of $1,589 and $0 respectively 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 years ended March 31, 2015 and 2014, the Company accrued $71 and $1,815 respectively 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 years ended March 31, 2015 and 2014, the Company recorded a gain of $5,863 and a loss of $98,327 respectively due to the change in value of the derivative liability during the period and a debt discount of $11,111 and $38,889 respectively was accreted to the statement of operations.

F-23

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

During the years ended March 31, 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.

At March 31, 2015 and 2014, principal balance of $0 and $22,190 respectively, accrued interest of $0 and $1,815 respectively, a debt discount of $0 and $11,111 respectively and a derivative liability of $0 and $58,832 respectively was recorded.

Coventry Enterprises Note #2

On March 3, 2014, the Company arranged a debt swap under which an Xploration, Inc. 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 years ended March 31, 2015 and 2014, the Company accrued $1,661 and $198 respectively 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 years ended March 31, 2015 and 2014, the Company recorded a gain of $59,285 and a loss of $129,087 respectively due to the change in value of the derivative liability during the period and debt discount of $21,275 and $28,725 respectively was accreted to the statement of operations.

During the year ended March 31, 2015 the Company issued an aggregate of 404,866,600 common shares upon the conversion of principal amount of $20,243. The derivative liability amounting to $27,655 was re-classified to additional paid in capital.

At March 31, 2015 and 2014, principal balance of $20,000 and $40,243 respectively, accrued interest of $1,859 and $198 respectively, a debt discount of $0 and $21,275 respectively and a derivative liability of $29,566 and $116,506 respectively was recorded.

LG Capital Funding Note

On March 3, 2014, the Company arranged a debt swap under which an Xploration, Inc. 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 years ended March 31, 2015 and 2014, the Company accrued $2,676 and $143 respectively 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 years ended March 31, 2015 and 2014, the Company recorded a gain of $50,380 and a loss of $120,481 respectively due to the change in value of the derivative liability during the period and a debt discount of $17,021 and $22,979 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $29,000 and $29,000 respectively, accrued interest of $2,819 and $143 respectively, a debt discount of $0 and $17,021 respectively and a derivative liability of $52,066 and $102,446 respectively was recorded.

F-24

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

4. NOTE PAYABLE (continued)

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 years ended March 31, 2015 and 2014, the Company accrued $3,989 and $0 respectively 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.”

On September 29, 2014 the Company recorded a debt discount and derivative liability of $81,987, 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 years ended March 31, 2015 and 2014, the Company recorded a loss of $7,782 and $0 respectively due to the change in value of the derivative liability during the period and a debt discount of $49,866 and $0 respectively was accreted to the statement of operations.

At March 31, 2015 and 2014, principal balance of $50,000 and $0 respectively, accrued interest of $3,989 and $0 respectively, a debt discount of $134 and $0 respectively and a derivative liability of $89,769 and $0 respectively was recorded.

5. DERIVATIVE LIABILITIES

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

During the years ended March 31, 2015 and 2014, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $81,987 and $1,257,919 respectively. During the years ended March 31, 2015 and 2014, $92,844 and $551,188 respectively of convertible notes payable principal and accrued interest was converted into common stock of the Company. For the years ended March 31, 2015 and 2014, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $161,255 and $1,854,797 respectively, was re-classed to additional paid in capital on the date of conversion in the statement of shareholders’ deficit. During the years ended March 31, 2015 and 2014, the Company recognized a gain of $824,737 and a loss of $1,630,950 respectively based on the change in fair value (mark-to market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations.

These derivative liabilities have been measured in accordance with fair value measurements, as defined by ASC 820. The valuation assumptions are classified within Level 1 and Level 2 inputs. The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above.

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

	March 31,			March 31,
	2015			2014
Balance, beginning of year	$	1,747,378		$	713,306
Initial recognition of derivative liability		81,987			1,257,919
Conversion of derivative instruments to Common Stock		(161,255	)		(1,854,797	)
Mark-to-Market adjustment to fair value		(824,734	)		1,630,950
Balance, end of year	$	843,376		$	1,747,378

These instruments were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The instruments do not qualify for hedge accounting, and as such, all future changes in the fair value will be recognized currently in earnings until such time as the instruments are exercised, converted or expire.

F-25

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 October 24, 2011, the Company entered into a new employee agreement with President, James Powell. Pursuant to the terms of the agreement, the President will receive a base salary of $2,500 per month. This agreement supersedes any prior agreements made between the Company and the President.

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.

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, the Company entered into a new employee agreement with Chairman, Tim DeHerrera. Pursuant to the terms of the agreement, the Chairman will receive an annual salary of $90,000 payable as follows; $7,500 per month for months 1-12 and $10,000 per month for months 13-24. The parties agreed that if the Company does not have the capital available to compensate the cash portion of the agreement, Mr. DeHerrera shall have the option of converting the fees earned into common stock at $.01 per share. As additional compensation for services, the Company shall issue common stock of the Company equal up to an amount of 12,000,000 shares upon signing the agreement and an additional 12,000,000 on December 12, 2013. This agreement supersedes any prior agreements made between the Company and the Chairman.

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

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

On March 3, 2015, Tim DeHerrera, resigned from his position with the Company as Treasurer, Secretary and a member of the Board. His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

F-26

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

7. RELATED PARTY TRANSACTIONS (continued)

On March 3, 2015, James Powell was appointed as the Company’s Treasurer, Secretary and as a member of the Board.

During the years ended March 31, 2015 and 2014, the Company recorded $30,000 and $30,000 respectively in consulting fees for Mr. Powell increasing the amount due to $150,000.

During the years ended March 31, 2015 and 2014, the Company recorded $110,000 and $120,609 respectively in consulting fees and other expenses for Mr. DeHerrera increasing the amount due to $358,459.

The Company is indebted to its officers as follow:

	March 31,
	2015		2014
James Powell - President	$	150,000	$	120,000
Tim DeHerrera - Chairman of the Board		358,459		248,459
	$	508,459	$	368,459

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.

During the years ended March 31, 2015 and 2014 Direct Capital Group funded the Company $1,027,319 and $385,425. $1,017,319 of notes and interest were converted into 320,000,000 shares of the company’s common stock during the March 31, 2015 fiscal year.

During the years ended March 31, 2015 and 2014, the Company is indebted to Direct Capital Group for $34,693 and $7,194 respectively.

During the years ended March 31, 2015 and 2014 accrued debt to Syndication Capital Group of $147,617 and $182, 997 which was converted into convertible debt.

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.

F-27

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

8. PREFERRED STOCK (continued)

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.

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 of March 31, 2015, 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, (1,319,500 shares as of March 31, 2014).

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.

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	$	0.39	Consulting $58,500

F-28

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

9. COMMON STOCK (continued)

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.

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 at 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 at 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.

F-29

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

9. COMMON STOCK (continued)

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.

From April 1, 2014 to March 31, 2015, the holders of a convertible notes converted a total of $92,844 of principal and interest into 2,001,759,062 shares of our common stock.

As of March 31, 2015, 7,500,000,000 common shares of par value $0.001 were authorized, of which 6,578,408,070 shares were issued and outstanding, (4,896,649,008 shares as of March 31, 2014).

F-30

GRID PETROLEUM CORP.

(KNOWN AS SUNBERTA RESOURCES INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

10. INCOME TAXES

The Company had no income tax expense during the reported period due to net operating losses.

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

	March 31,
	2015			2014
Operating profit (loss) for the year ended March 31	$	(1,324,833	)	$	(761,608	)
Average statutory tax rate		34	%		34	%
Expected income tax provisions	$	(450,443	)	$	(258,947	)
Unrecognized tax gains (loses)		(450,443	)		(258,947	)
Income tax expense	$	-		$	-

The Company has net operating losses carried forward of approximately $13,216,733 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-31

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) Previous independent registered public accounting firm

(i)	On October 16, 2014, after review and recommendation by its board of directors, the Company dismissed W.T. Uniack & Co., CPAs P.C. (“Uniack”) as the Registrant’s independent registered public accounting firm.

(ii)

Uniack’s audit report for the Registrant’s fiscal year ended March 31, 2013 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern opinion expressing substantial doubt about the ability of the Registrant to continue as a going concern.

(iii)

During the Registrant’s two most recent fiscal years there were no disagreements between the Registrant and Uniack regarding any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Uniack, would have caused Uniack to make reference to the subject matter of the disagreement(s) in connection with its reports; and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

(iv)

The Registrant has provided Uniack with a copy of Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (“SEC”) and requested Uniack to furnish to the Registrant a letter addressed to the SEC stating whether it agrees with the statements made by the Registrant and, if not, stating the respects in which it does not agree. When received, a copy of Uniack’s response letter will be filed as an Exhibit to an amendment of this Current Report.

(b) New independent registered public accounting firm

(i)	On October 16, 2014, the Registrant engaged John Scrudato, CPA, as its independent registered public accounting firm (“Scrudato”).

(ii)

During the Registrant’s two most recent fiscal years and through the date of this report, the Registrant did not consult with Scrudato regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered regarding the Registrant’s financial statements, and no written or oral advice was provided by Scrudato that was an important factor considered by the Registrant in making a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of any disagreement or event, as set forth in Item 304 (a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES.

Management’s Report on Internal Control over Financial Reporting

This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 9A includes information concerning the controls and control evaluations referred to in those certifications.

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 management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2015. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2015, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2015, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

	1.	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2.	We did not maintain appropriate cash controls – As of March 31, 2015, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

	3.	We did not implement appropriate information technology controls – As at March 31, 2015, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2015, based on criteria established in Internal Control—Integrated Framework issued by COSO.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2015, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

	1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.

	2.	We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

ITEM 9B. 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.

On March 4, 2015, the Board of Directors (sole director) of Grid Petroleum Corp., then a Nevada corporation (the “Company”), approved the transfer of the Company’s jurisdiction of formation from the state of Nevada to the state of Wyoming and, in connection with that transfer, the filing of (i) Articles of Continuance to the State of Wyoming and (ii) a Certificate of Dissolution with the Nevada Secretary of State.

On May 8, 2015, the Company applied for a Certificate of Registration and filed Articles of Continuance with the Wyoming Secretary of State, which were accepted on that date. Accordingly, the Company is now formed pursuant to the laws of the State of Wyoming and is subject to the provisions of the Wyoming Business Corporation Act. In connection with the winding up of the Company as a Nevada corporation, on May 20, 2015, the Company filed a Certificate of Dissolution with the Nevada Secretary of State, which was accepted on that date. The Company’s Articles of Continuance and any and all amendments thereto shall be the charter documents of the Company.

A copy of (i) the Articles of Continuance; (ii) the Company ’ s Certificate of Incorporation of the State of Wyoming; and (iii) the Company’s Certificate of Dissolution filed with the Nevada Secretary of State are attached as Exhibits 3.1, 3.2 and 99.1, respectively, on Form 8-K filed with the SEC on June 1, 2015.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers:


Name	Age	Position with the Company	Position Held Since
James Powell	46	President, Sec, Treasure	January 6, 2011
Tim DeHerrera	58	Chairman, Director	December 3, 2010

The Board of Directors has no nominating, audit or compensation committee at this time.

Term of Office

Each director is elected by the Board of Directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.

On March 3, 2015, James Powell was appointed as the Company’s Treasurer, Secretary and as a member of the Board.

Background and Business Experience

The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:

James Powell: On January 6, 2011, James Powell was appointed as the President, Secretary, and Treasurer of the Company. From September 2006 to the present, Mr. Powell has been the owner and operator of JP Commercial, a commercial real estate company located in San Diego, California, and which specializes in the sale and acquisition of investment properties, which properties include multi-family, retail, and commercial office buildings. Mr. Powell is a fully licensed real estate broker in California. From June 2002 through September 2006, Mr. Powell worked for CB Richard Ellis, Inc. in San Diego, California, where his duties included responsibility for bringing in new transactions involving the sale and acquisition of multi-family investment properties.

Tim DeHerrera: On December 3, 2010, Mr. Tim DeHerrera was appointed as our Chairman and as a member of the Company’s Board of Directors. Mr. DeHerrera was President of Bonfire Productions Inc. from September 2009 until May 2010. Mr. DeHerrera was President and Chairman of the Intervision Network Corporation from January 2008 until January 2010. Intervision Network was a technology business in IPTV broadcasting and related live Internet-based multimedia transmission technologies, including a global content delivery network.

From May 2006 until December 2007, Mr. DeHerrera was President of Atlantis Technology Group, a technology based company.

Identification of Significant Employees

We have no significant employees, other than James Powell, our President, Secretary and Treasurer.

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of Ethics

Our board of directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended March 31, 2015, Forms 5 and any amendments thereto furnished to us with respect to the year ended March 31, 2015, and the representations made by the reporting persons to us, we believe that during the year ended March 31, 2015, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our officers and directors for the fiscal year ended March 31, 2015. Our Board of Directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.

Summary Compensation Table

Name and Principal Position	Fiscal Year Ended 3/31	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
James Powell President (1)

	2015	$	30,000		-0-		-0-		-0-		-0-		-0-		-0-	$	30,000
Tim DeHerrera Director (1)	2015	$	110,000		-0-		-0-		-0-		-0-		-0-		-0-	$	110,000

(1) The Company’s officer and director currently devote approximately 30-40 hours per week to manage the affairs of the Company, including, but not limited to the upkeep of Grid Petroleum Corp. and the research and development associated with expanding the Company to new markets. During the year ended March 31, 2015, Mr. Powell was the President, Secretary, and Treasurer of the Company and Mr. DeHerrera a Director and Chairman of the Company until his resignation on March 3, 2015.

(2)

Narrative Disclosure to Summary Compensation Table

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

On January 6, 2011, the Company entered an employment agreement with the newly appointed President, James Powell. Pursuant to terms of the terms of the agreement, the President will receive a base salary of $2,500 per month. The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days’ notice.

On December 2, 2011, pursuant to an employment and consulting agreement, the Chairman of the Board Tim DeHerrera was issued 12,000,000 restricted common shares.

On March 3, 2015, James Powell was appointed as the Company’s Treasurer, Secretary and as a member of the Board.

The accumulative amount the Company is indebted to its officers is as follows:

	March 31,
	2015		2014
James Powell - President	$	150,000	$	120,000
Tim DeHerrera - Chairman of the Board		358,459		248,459
	$	508,459	$	368,459

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

Outstanding Equity Awards at Fiscal Year-End

No executive officer received any equity awards, or holds exercisable or exercisable options, as of the year ended March 31, 2015.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 31, 2015, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership1	% of Common Stock2
James Powell	Common Stock	900,000	0.01%

Tim DeHerrera	Common Stock	16,647,590	0.24%
DIRECTORS AND OFFICERS – TOTAL		17,547,590	0.25%

5% SHAREHOLDERS
0	Common Stock

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

The percentage shown is based on denominator of 6,898,408,070 shares of common stock issued and outstanding for the company as of March 31, 2015.

Changes in Control

There are no present arrangements or pledges of the Company’s securities, which may result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:

Disclosing such transactions in reports where required;

Disclosing in any and all filings with the SEC, where required;

Obtaining disinterested directors consent; and

Obtaining shareholder consent where required.

The following related party transactions occurred during the most recent fiscal year.

On March 3, 2015, James Powell was appointed as the Company’s Treasurer, Secretary and as a member of the Board.

During the years ended March 31, 2015 and 2014, the Company recorded $30,000 and $30,000 respectively in consulting fees for Mr. Powell increasing the amount due to $150,000.

During the years ended March 31, 2015 and 2014, the Company recorded $110,000 and $120,609 respectively in consulting fees and other expenses for Mr. DeHerrera increasing the amount due to $358,459.

The Company is indebted to its officers as follow:

	March 31,
	2015		2014
James Powell - President	$	150,000	$	120,000
Tim DeHerrera - Chairman of the Board		358,459		248,459
	$	508,459	$	368,459

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.

During the years ended March 31, 2015 and 2014, the Company is indebted to Direct Capital Group for $34,693 and $7,194 respectively.

During the years ended March 31, 2015 and 2014 accrued debt to Syndication Capital Group of $147,617 and $182, 997 which was converted into convertible debt.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship, which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Tim DeHerrera is an independent director because he is not also an executive officer of the Company.

Review, Approval or Ratification of Transactions with Related Persons

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

	Year Ended March 31, 2015		Year Ended March 31, 2014
Audit fees	$	26,790	$	44,943
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0
Total	$	26,790	$	44,943

Audit Fees

During the fiscal year ended March 31, 2015, we incurred approximately $26,790 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, 2015.

During the fiscal year ended March 31, 2014, we incurred approximately, $44,943 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, 2014.

Audit-Related Fees

The aggregate fees billed during the fiscal years ended March 31, 2015 and 2014 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.

Tax Fees

The aggregate fees billed during the fiscal years ended March 31, 2015 and 2014 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended March 31, 2015 and 2014 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.

PART IV

ITEM 15. EXHIBITS.

(a) 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	Loan Agreement, by and between the Company and Kelly Sundberg, dated December 18, 2006	Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
10.2	Loan Agreement, by and between the Company and Green Shoe, Inc., dated March 26, 2008	Filed with the SEC on March 28, 2008 as part of our Current Report on Form 8-K.
10.3	Employment Agreement, by and between the Company and Paul Watts, dated January 31, 2010	Filed with the SEC on March 9, 2010 as part of our Current Report on Form 8-K.
10.4	Asset Purchase and Sale Agreement, by and between the Company and Murrayfield Limited, dated March 11, 2010	Filed with the SEC on March 23, 2010 as part of our Current Report on Form 8-K.
10.5	Share Issuance Agreement, by and between the Company and Premier Global Corp, dated April 23, 2010	Filed with the SEC on April 28, 2010 as part of our Current Report on Form 8-K.
10.6	Separation Agreement, by and amongst the Company and Kelly Sundberg, Stephen Ronaldson and Paul Watts, dated December 3, 2010	Filed with the SEC on December 7, 2010 as part of our Current Report on Form 8-K/A.
10.7	Share Exchange Agreement, by and between the Company and Joaquin Basin Resources Inc., dated January 20, 2011	Filed with the SEC on January 25, 2011 as part of our Current Report on Form 8-K.
10.8	Agreement for the Sale and Assignment and Affirmation of Obligation, by and amongst the Company, Green Shoe, LLC, and Syndication Capital, LLC, dated January 28, 2011	Filed with the SEC on February 4, 2011 as part of our Current Report on Form 8-K.
10.9	Form of Securities Purchase Agreement, by and between the Company and Buyer, dated February 24, 2011	Filed with the SEC on March 10, 2011 as part of our Current Report on Form 8-K.
10.10	Form of Convertible Promissory Note, by and between the Company and Holder, dated February 24, 2011	Filed with the SEC on March 10, 2011 as part of our Current Report on Form 8-K.
10.11	Form of Securities Purchase Agreement, by and between the Company and Buyer, dated May 13, 2011	Filed with the SEC on June 13, 2011 as part of our Current Report on Form 8-K.
10.12	Form of Convertible Promissory Note, by and between the Company and Holder, dated May 13, 2011	Filed with the SEC on June 13, 2011 as part of our Current Report on Form 8-K.
10.13	Transfer of Asset by and between, Xploration Inc, and Joaquin Basin Resources, dated January 20, 2011	Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K.
10.14	Mineral Rights Purchase Amendment, by and between Xploration Inc. and Joaquin Basin Resources, dated November 21, 2011	Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K
10.15	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.
10.16	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.
10.17	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.
10.18	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.
10.19	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.
10.20	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.
10.21	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.
10.22	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.
10.23	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.
10.24	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.
10.25	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.
10.26	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.
10.27	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.
10.28	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.
10.30	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.
10.31	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.
10.32	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.
10.33	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.
10.34	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.
10.35	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.
10.36	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.
10.37	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated April 30, 2014	Filed with the SEC on August 14, 2014 as part of our Quarterly Report on Form 10-Q.
10.38	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated July 31, 2014	Filed with the SEC on November 14, 2014 as part of our Quarterly Report on Form 10-Q.
10.39	Convertible Promissory Note entered by and between the Company and Syndication Capital, LLC, dated October 31, 2014	Filed with the SEC on February 17, 2015 as part of our Quarterly Report on Form 10-Q.
10.40	Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated October 1, 2014	Filed with the SEC on February 17, 2015 as part of our Quarterly Report on Form 10-Q.
10.41	Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated January 1, 2015	Filed with the SEC on February 17, 2015 as part of our Quarterly Report on Form 10-Q.
10.42	Convertible Promissory Note entered by and between the Company and Direct Capital Group, dated March 31, 2015	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K
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	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K
101.SCH	XBRL Taxonomy Extension Schema Document	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed with the SEC on July 14, 2015 as part of our Annual Report on Form 10-K

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GRID PETROLEUM CORP.

Dated: October 5, 2016
	/s/ Gary Tilden
	By: Gary Tilden
	Its: President, Chief Executive Officer

Pursuant to the requirement of the Securities Exchange Act of 1934, 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: October 5, 2016	/s/ Gary Tilden
	Gary Tilden – Director
	Principal Financial Officer

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