UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 10, 2012

LITHIUM EXPLORATION GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada 333-137481 06-1781911
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation)   Identification No.)

3200 N. Hayden Road, Suite 235, Scottsdale, Arizona 85251
(Address of principal executive offices) (Zip Code)

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

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[     ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[     ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[     ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[     ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


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Item 8.01 Other Items

Lithium Exploration Group, Inc., (the “Company”) previously entered into a securities purchase agreement with an investor, wherein the investor had the option to acquire convertible debentures for $500,000 and $1,000,000. Details on the securities purchase agreement can be found in the Company’s Current Report on Form 8-K filed on July 1, 2011.

On July 10, 2012, the Company issued an aggregate of 1,504,415 shares of its common stock, at $0.1925 per share, upon receiving a notice of conversion from the investor to convert $19,600 in interest and $270,000 pursuant to the securities purchase agreement. With this conversion, the $1,000,000 debenture has been fully satisfied and there is a balance of $430,000 on the $500,000 debenture.

We issued all of the securities to one (1) non-U.S. (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

SIGNATURES

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

LITHIUM EXPLORATION GROUP, INC.

/s/ Alexander Walsh  
Alexander Walsh  
President, Secretary, Treasurer and Director  
July 17, 2012