Item 1.01  Entry into Material Definitive Agreement.

On July 15, 2013, Big Clix, Corp., (the “Company”), Hydro Phi Technologies, Inc., a Delaware corporation (“Hydro Phi”), and HPT Acquisition Corp., a Delaware corporation (“HPT”), which was a wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”).  All the outstanding equity Hydro Phi was exchanged for approximately 79,830,141 shares of common stock of the Company, representing approximately 79 % of the issued and outstanding shares of common stock of the Company at the effective time of the merger (the “Merger”).  Hydro Phi continues to operate as before as a wholly-owned subsidiary.

In connection with the Merger, the Company entered into an Investment Agreement, which, subject to certain conditions, will provide an equity line of credit to the Company for a period of one year after the Company registers the shares that may be sold under the Investment Agreement.

In connection with the Merger, the Company has executed an agreement under which it will sell equity and equity-based securities to an investor in a private placement transaction for cash proceeds. The amount to be paid will be determined based on a market formula.

In a capital restructuring, 156,300,000 shares of common stock of the Company previously issued and outstanding were cancelled in a contribution to capital.

Mr. Patrick Yore appointed Mr. Roger M. Slotkin as the sole director of the Company, and Mr. Yore resigned as a director and an officer of the Company.

The Merger Agreement contains typical representations and warranties by the Company and Hydro Phi about their business, operations and financial condition.  

In order to effect the above Merger, the Company terminated its letter of intent with IJR Consulting Corp.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates”, “believes”, “estimates”, “expects”, “plans”, “projects”, “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.

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