ORBITAL TRACKING CORP. (OTCBB:TRKK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive
Agreement.

On May 31, 2017, Orbital Tracking Corp. (the Company)
entered into separate subscription agreements (the
Subscription Agreement) with accredited investors relating
to the issuance and sale of $546,694 of shares of Series J
convertible preferred stock (the Series J Preferred Stock)
at a purchase price of $10.00 per share (the Series J
Offering).

The terms of the Series J Preferred Stock are set forth in the
Certificate of Designation of Series J Convertible Preferred
Stock (the Series J COD) filed with the Secretary of State
of the State of Nevada on May 31, 2017. The Series J Preferred
Stock are convertible into shares of common stock based on a
conversion calculation equal to (i) multiplying the number of
shares to be converted by the stated value thereof, and then (ii)
dividing the result by the conversion price in effect immediately
prior to such conversion. The stated value of each Series J
Preferred Stock is $10.00 and the initial conversion price is
$0.01 per share, subject to adjustment as set forth in the Series
J COD. The Company is prohibited from effecting a conversion of
the Series J Preferred Stock to the extent that, as a result of
such conversion, the investor would beneficially own more than
4.99% of the number of shares of the Companys common stock
outstanding immediately after giving effect to the issuance of
shares of common stock upon conversion of the Series J Preferred
Stock. Each Series J Preferred Stock entitles the holder to cast
one vote per share of Series J Preferred Stock owned as of the
record date for the determination of shareholders entitled to
vote, subject to the 4.99% beneficial ownership limitation.

The Subscription Agreement also contains other customary
representations, warranties and agreements by the Company and the
investors.

In connection with the Series J Offering, the Company obtained
the consent of certain shareholders, as required under the
agreements entered into by the Company and issued shares to
applicable anti-dilution obligations.

The Company is required to issue to certain prior investors of
Series G Convertible Preferred Stock (the Series G Preferred
Stock) additional shares of Series G Preferred Stock, which
would be convertible into an aggregate of 38,805,668 shares of
the Companys common stock. However, in lieu of issuing such
additional shares of Series G Preferred Stock, the Company will
create a new series of preferred stock, to be designated as
Series K Preferred Stock and will issue to such holders of Series
G Preferred Stock an aggregate of 388,057 shares of Series K
Preferred Stock, each of which shall be convertible into 100
shares of the Companys common stock.

In addition, in order to proceed with the Series J Offering, the
Company agreed to issue additional shares of Series F Convertible
Preferred Stock (the Series F Preferred Stock) and Series
H Convertible Preferred Stock (the Series H Preferred
Stock) to certain prior investors. However, in lieu of
issuing such additional shares of Series F Preferred Stock and
Series H Preferred Stock, the Company will issue to such holders
of Series F Preferred Stock and Series H Preferred Stock an
aggregate of 701,832 shares of Series K Preferred Stock, each of
which shall be convertible into 100 shares of the Companys common
stock, or 70,183,243 shares.

In addition, certain creditors of the Company are also entitled
to anti-dilution protection from issuances and as a result such
creditors were, at the closing of the Series J Offering, issued
an aggregate of 76,762 shares of Series K Preferred Stock
convertible into 7,676,241 shares of common stock in full
satisfaction of payments owed to them.

The terms of the Series K Preferred Stock are set forth in the
Certificate of Designation of Series K Convertible Preferred
Stock (the Series K COD) filed with the Secretary of State
of the State of Nevada on May 31, 2017.

Capitalization

Preferred Stock 50,000,000 shares authorized; $0.0001
par value

Series A 20,000 authorized and -0- outstanding

Series B 30,000 authorized and 6,666 outstanding

Series C 4,000,000 authorized and 3,540,365 outstanding

Series D 5,000,000 authorized and 3,158,984 outstanding

Series E 8,746,000 authorized and 7,617,356 outstanding

Series F 1,100,000 authorized and 1,099,998 outstanding

Series G 10,090,000 authorized and 10,083,351 outstanding

Series H 200,000 authorized and 87,500 outstanding

Series I 144,944 authorized and 92,944 outstanding

Series J 125,000 authorized and 54,669 outstanding

Series K 1,250,000 authorized and 1,166,652 outstanding

Common Stock 750,000,000 authorized; $0.0001 par value,
65,828,401 issued and outstanding. Reg S Common stock; 3,913
authorized, issued and outstanding.

Options 2,850,000 and 10,000,000 fully vested options to
purchase common stock, at an exercise price of $0.05 and $0.01,
respectively. The Company intends to grant its Chief Executive
Officer, David Phipps, 5,000,000 fully vested options, its Chief
Financial Officer, Theresa Carlise, 3,750,000 fully vested
options, its Director, Hector Delgado, 1,250,000 fully vested
options and to its certain employees, who are related to our
Chief Executive Officer as Parent/Child, 20,000,000 fully vested
options, at an exercise price of $0.01.

The foregoing descriptions of the Subscription Agreement, the
Series J Preferred Stock and the Series K Preferred Stock are not
complete and are qualified in their entireties by reference to
the full text of the form of Subscription Agreement, the Series J
COD, the Series K COD and the issuance agreements with each
creditor, copies of which are filed as Exhibit 10.1, Exhibit 3.1,
Exhibit 3.2, Exhibit 10.2 and Exhibit 10.3, respectively, to this
report and are incorporated by reference herein.

Approval Rights

As previously disclosed, for a period of one year from October
28, 2016, the Company shall not issue any or become subject to
any indebtedness greater than $250,000, except for ordinary trade
payables without the written consent of the holders of shares of
Series H Preferred Stock holding more than 50% of the shares of
Series H Preferred Stock (the Series H Majority) and the Company
shall not issue any equity securities of the Company without the
consent of the Series H Majority,

For a period of one year from May 31, 2017, the Company shall not
issue any or become subject to any indebtedness greater than
$250,000, except for ordinary trade payables without the written
consent of the holders of shares of Series J Preferred Stock
holding more than 50% of the shares of Series J Preferred Stock
(the Series J Majority) and the Company shall not issue any
equity securities of the Company without the consent of the
Series J Majority,

Item 3.02 Unregistered Sales of Equity
Securities

On May 31, 2017, the Company issued 54,669 shares of Series J
Preferred Stock and 1,166,652 shares of Series K Preferred Stock.
The details of these issuances are described in Item 1.01, which
is incorporated by reference, in its entirety, into this Item
3.02. The Series J Preferred Stock and Series K Preferred Stock
were issued solely to accredited investors in reliance on the
exemptions from registration afforded by Rule 506 of Regulation D
and Section 4(a)(2) of the Securities Act of 1933, as amended
(the Securities Act).

Also on May 31, 2017, the Company issued 5,000,000 options to
David Phipps, its Chief Executive Officer and a director,
3,750,000 options to Theresa Carlise, its Chief Financial
Officer, 1,250,000 options to Hector Delgado, a director and
20,000,000 options to certain employees of the Company. The
employees are adult children of our Chief Executive Officer. All
of the options are fully vested, have an exercise price of $0.01
per share and a term of 10 years. The foregoing description of
the option grants is qualified in its entirety by reference to
the full text of the form of option agreement, a copy of which is
filed as Exhibit 10.4 to this report and incorporated by
reference herein. The options were issued in reliance on the
exemption from registration afforded by Section 4(a)(2) of the
Securities Act.

Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On May 31, 2017, the Company filed the Series J COD and the
Series K COD with the Secretary of State of the State of Nevada,
designating 125,000 shares of convertible preferred stock as
Series J Preferred Stock and 1,250,000 shares of convertible
preferred stock as Series K Preferred Stock. Item 1.01 is
incorporated by reference in its entirety into this Item 5.03.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits

About ORBITAL TRACKING CORP. (OTCBB:TRKK)

Orbital Tracking Corp., formerly Great West Resources, Inc., is a provider of satellite-based hardware, airtime, mapping and related services both in the United States and internationally. The Company sells equipment and airtime for use on all of the satellite networks, including Globalstar, Inmarsat, Iridium and Thuraya, and operates a short-term rental service for customers using its equipment for a limited time period. The Company, through Global Telesat Communications Limited, provides satellite based hardware, airtime and services through various e-commerce storefronts, as well as personal satellite tracking devices. The Company operates e-commerce Websites, which offer a range of portable satellite voice, data and tracking solutions, known as Mobile Satellite Services (MSS). The MSS products include handheld satellite phones, personal and asset tracking devices, portable high speed broadband terminals, satellite wireless fidelity hotspots and associated mapping services.

ORBITAL TRACKING CORP. (OTCBB:TRKK) Recent Trading Information

ORBITAL TRACKING CORP. (OTCBB:TRKK) closed its last trading session up +0.0013 at 0.0211 with 120,550 shares trading hands.