HydroPhi Technologies Group, Inc. - FORM 8-K

Attached files

file	filename
EX-10 - EXHIBIT 10.2 - HydroPhi Technologies Group, Inc.	exhibit102.htm
EX-10 - EXHIBIT 10.5 - HydroPhi Technologies Group, Inc.	exhibit105.htm
EX-23 - EXHIBIT 23.1 - HydroPhi Technologies Group, Inc.	exhibit231.htm
EX-10 - EXHIBIT 10.3 - HydroPhi Technologies Group, Inc.	exhibit103.htm
EX-10 - EXHIBIT 10.4 - HydroPhi Technologies Group, Inc.	exhibit104.htm
EX-10 - EXHIBIT 10.1 - HydroPhi Technologies Group, Inc.	exhibit101.htm

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): September 25, 2013

BIG CLIX, CORP.
(Exact Name of Registrant as Specified in Charter)


FLORIDA	333-168403	27-2880472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRA Employer Identification No.)

3404 Oakcliff Road

Suite C6

Doraville, GA

30340

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (404) 974-9910

12D School Street, Fairfax, CA 94930
(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 (see General Instruction .2. below):

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))

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.

Item 1.01 Entry into Material Definitive Agreement.

On September 25, 2013 (“Merger Closing Date”), Big Clix, Corp., a Florida corporation (“Big Clix”), Hydro Phi Technologies, Inc., a Delaware corporation (“Hydro Phi”), and HPT Acquisition Corp., a Delaware corporation (“HPT”), which was a wholly-owned subsidiary of Big Clix and established solely to implement the merger, consummated an amended Agreement and Plan of Merger. The form of the merger was a triangular merger where HPT would merge with and into Hydro Phi, with Hydro Phi being the surviving company, in an exchange of all the equity securities of the Hydro Phi for common stock of Big Clix. After the merger, Hydro Phi continues to operate as before, but as a wholly-owned subsidiary of Big Clix. Big Clix will be a holding company with no other business.

The Agreement and Plan of Merger, as amended, and certain corporate actions took place on July 15, 2013, had been disclosed in the Current Report filed on July 19, 2013 which was amended on August 7, 2013. The final conditions to closing the transaction under the terms of the Agreement and Plan of Merger were satisfied on September 25, 2013, at which time the closing took place.

At the effective time of the merger, all the outstanding common stock and preferred stock of Hydro Phi was exchanged for 82,000,000 shares of common stock of Big Clix, representing approximately 84% of the issued and outstanding shares of common stock immediately after the merger.

The merger transaction also includes the following material terms and transactions:

On the Merger Closing Date, Mr. Patrick Yore and one other shareholder returned to the capital of Big Clix a total of 156,300,000 shares of common stock that he held previously on a restricted stock basis, which were cancelled and returned to the status of authorized but unissued shares of the company.

On the Merger Closing Date, Big Clix discharged by payment all its then outstanding indebtedness to vendors and service providers or otherwise provided for their payment.

On the Merger Closing Date, Mr. Patrick Yore appointed Mr. Roger M. Slotkin as the sole director of Big Clix, and Mr. Yore resigned as a director and an officer of Big Clix. The new board then appointed Messrs. Slotkin, Meyer, Goldman and Smith, as the Chief Executive Officer, Chief Operating Officer, Chief Technology Officer and Senior Vice President – Sales Marketing Distribution, respectively, of Big Clix and/or Hydrop Phi. These appointments and resignations effected a change of control of Big Clix. Because the Company is reporting under the Securities Exchange Act of 1934, as amended (“Exchange Act”) by reason of Section 15(d), there was no separate notification requirement of the change of control prior to the effective date of the change of control. The directors of Hydro Phi continued in their positions after the Merger Closing Date.

In connection with the Merger, Big Clix assumed outstanding warrants of Hydro Phi, held by current and former officers, which after assumption permit the holders to purchase up to 3,573,336 shares of common stock of Big Clix, at an adjusted purchase price of $0.60, for three years, until July 2016. These securities were issued on a private placement basis, to an accredited investor under Section 4(2) of the Act.

As consideration for services by Crescendo Communications, LLC, for board advisory services, structuring the recapitalization of Hydro Phi and the merger, Hydro Phi investor relations and company communications and other advisory services starting in August 1, 2012 and to continue to August 1, 2014, Hydro Phi paid $25,000 in advisory fees and Big Clix issued a warrant to purchase 440,000 shares of common stock, which has a per share exercise price of $0.10, exercisable for two years. The warrant and the underlying shares do not have any registration rights, and the warrant is exercisable for cash or on a cashless basis. These securities were issued on a private placement basis, to an accredited investor under Section 4(2) of the Act.

The common stock issued in the merger transaction to the securities holders of Hydro Phi are restricted securities, and do not carry any registration rights. Therefore, they are subject to the restrictions on public sales pursuant to Rule 144 applicable to restricted securities issued by a shell company. These securities were issued under Section 4(2) of the Act.

After all the stock issuance and capital contribution transactions noted above, taking into account the shares that were issued and outstanding at the time of the merger, there were a total of 97,300,000 shares of common stock issued and outstanding and 4,013,336 shares of common stock reserved for issuance under outstanding warrants issued and assumed by Big Clix.

A copy of the form of Plan and Agreement of Merger, as amended, is filed as an exhibit to this current report.

The acquisition will be reported and accounted for as a reverse merger in accordance with Rule 3-05 of Regulation S-X and ASC 805 implemented by a share exchange, whereby Hydro Phi is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amounts in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the exchange ratio established in the merger transaction, except otherwise noted.

As a result of the reverse merger, the Company will adopt the fiscal year of Hydro Phi.

Item 2.01 Completion of Acquisition or Disposition of Assets

On September 25, 2013, we completed the merger transaction by which Big Clix acquired the operations of Hydro Phi, as a wholly owned subsidiary. See Item 1.01 for a description of the merger and related transactions.

FORM 10 DISCLOSURE

As disclosed elsewhere in this report, on September 25, 2013, we acquired by means of a merger and exchange of securities the operating company Hydro Phi, which became a wholly owned subsidiary. Big Clix is referred to as “we” or the “Company,” which is intended to include Hydro Phi on a fully consolidated basis, except in those circumstances where the context and reference to “Big Clix” is intended to relate to just the parent company and “Hydro Phi” is intended to relate to just the operating subsidiary.

Big Clix was a shell company immediately before the merger transaction, which requires the Company to disclose the information that would be required if the Company were filing a general form for registration of securities on Form 10. Accordingly, we are providing the information that would be included in a Form 10 if we were to file a Form 10.

Incorporation and History of Big Clix

Big Clix was incorporated in Florida on June 18, 2010, initially to develop software and systems to create, target, deliver and measure the effectiveness of dynamic mobile advertising across an entire campaign lifecycle. Big Clix did not achieve sufficient funding to develop its intended business and was a non-active, shell company (as the term “shell company” is defined by the SEC) and filed its reports with the SEC as a shell company until the filing of this Current Report on Form 8-K. After the date hereof, the annual and quarterly reports will be filed as an operating company.

The common stock of Big Clix trades in the over the counter market, under the symbol “BCLX,” and its price and volume are reported by the OTC Markets. Historically, however, the frequency of trades and the volume of trading has been very low, and there can be no assurance that an active or sustained public market for our shares will develop.

The Big Clix business office was located at 12D School Street, Fairfax, CA 94930, until the Merger Closing Date when it was changed to 3404 Oakcliff Road, Suite C6, Doraville, GA 30340. The current telephone number is (404) 974-9910.

Our website is located at http: //www.HydroPhi.com. Information contained on our official website or any other personal, viral, social network informational websites or software applications, do not constitute part of this report.

Big Clix is authorized to issue 300,000,000 shares of common stock. It issued a total of 156,000,000 (split adjusted) shares of common stock on June 18, 2010, for aggregate proceeds of $9,000, to the then sole officer and director, as restricted securities under the Securities Act, all of which were returned to the capital of the corporation as part of the merger transaction and cancelled on the Merger Closing Date. On January 31, 2011, Big Clix sold 15,600,000 (split adjusted) shares of common stock, for aggregate proceeds of $12,000, to 24 shareholders pursuant to a Registration Statement filed with the SEC (File No.333-168403), which was declared effective on December 7, 2010. Except for 300,000 of these shares, all of these shares continue to be outstanding. Big Clix split its common stock shares on January 10, 2012, at the rate of 13 for each outstanding share.

There were 82,000,000 shares issued in the exchange transaction to acquire Hydro Phi, which was completed on September 25, 2013. As a result of the merger transaction and the contribution to capital, there were a total of 97,300,000 shares issued and outstanding after all the foregoing transactions. Additionally, there were issued warrants to purchase 440,000 shares of common stock, and there were assumed warrants previously issued by Hydro Phi to purchase 3,573,336 shares of common stock of the Company.

Hydro Phi Overview

Hydro Phi was founded in 2008, but its origins are rooted in the preceding decade during which its founding team sought to develop new clean energy technologies. Through its Hydro Phi subsidiary, the Company makes and sells water-based clean energy technologies that are system engineered and functionally designed to provide fuel savings and reduced greenhouse gas emissions (“GHGs”) primarily for the transportation industry. Our priority market segments are: logistics, trucking, heavy equipment, marine and agriculture, where rising fuel costs and upcoming emission regulations necessitate the development of new, ground-breaking technologies to control expenses.

HydroPlant ™ is a technology developed by the Company to help meet these market segment needs. The basis of the HydroPlant ™ system is a Hydrolyzer ™ unit that splits water molecules into ionized hydrogen and, oxygen gases and their radicals, which in turn help reduce fuel consumption and GHGs. The hydrogen and oxygen gases, once introduced into the engine’s combustion chambers, act as a fuel additive to help enhance engine performance and help reduce operating expenses; the gases cause the existing fuel source to burn more completely and cleanly.

The entire HydroPlant™ operation is performed “on-demand” and “on-board” a vehicle or any other application, providing a clean “power-on-demand” alternative. The Hydrolyzer ™ unit produces gases as they are needed, thereby eliminating the requirement for a vehicle to carry high pressure hydrogen gas or liquid cylinders. The need for supporting charging stations and distribution infrastructure is also eliminated. This approach helps make HydroPlant ™ comparatively practical, safe and affordable versus competing technologies that require the storage of hydrogen or other gases such as LNG, CNG or propane.

Although hydrogen can be used as a fuel for a PEM cell or for direct combustion as a primary fuel, Hydro Phi's production of hydrogen is intended to be used as an additive to petroleum-based fuels. Hydro Phi provides an efficient method of hydrogen production and managing the delivery of hydrogen into the engine fuel system thereby making the combustion process more efficient. There is a preponderance of evidence that the Hydro Phi system provides significant improvements to the level of hydrogen generated at efficiencies that do not drain horsepower; the system delivers a net gain in fuel efficiency. Hydro Phi’s proprietary system intelligently produces and injects hydrogen into the combustion process making brake thermodynamic improvements substantial.

The Company has designed and engineered HydroPlant™ installations for some of our customers including:

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Class 7 and 8 diesel trucks for a logistics company,

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an agricultural tractor for a major original equipment manufacturer,

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a D-5 bulldozer for a heavy equipment company,

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a houseboat for a yacht builder, and

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automobiles with increased fuel efficiencies and reduced emissions.

The Company seeks to establish a presence in the estimated $1.2 trillion domestic and international transportation logistics market. The Company believes that future applications of our underlying technologies could span the entire energy supply chain, including power generation, storage, off-grid distributed power, smart grid technology and development, and practically all energy consumption applications.

The Company has developed efficient and unique methods to generate hydrogen and oxygen using water as a raw material. The applications for our technologies cover the entire energy supply chain, and we envision our becoming a worldwide leading provider of practical, affordable and sustainable water-based clean energy technologies.

We believe that our proprietary HydroPlant ™ technology has multiple applications for transportation and off-grid power generation customers. The technology is currently being installed “on-board” a vehicle to provide “power-on-demand” that improves combustion, power trains, engines, compressors, generators and turbines by retrofitting and system-engineering. The effect of the addition of the Hydro Phi technology is to increased fuel savings and reduced carbon emissions.

Hydro Phi technology currently is for use in modifications to existing diesel engines and generator fleets to provide higher fuel efficiency and greater operating flexibility. In our research, we have observed a range of fuel savings, depending upon specific applications, from 10% to 35% in our field trials. Our ongoing research and development shows that more improvements in fuel savings are possible.

The Environmental Benefit Proposition

After years of effort, our research into the use of water as a fuel additive for automotive and other forms of transportation has shown it can effectively and economically reduce the use of gasoline and diesel fuels. Water is abundantly available and, significantly, is free of any carbon, unlike the carbon-based fossil fuels that release carbon into the environment when burned. A water molecule contains 2.7 times the energy of a molecule of gasoline and, if utilized properly, can provide enormous fuel savings. We developed a practical method to economically generate sufficient quantities of hydrogen and oxygen gases from water to enable reduced cost and carbon-free energy creation.

To illustrate the carbon reduction potential of the HydroPlant™ technology, we estimate that if the 240 million registered cars in the U.S. were retro-fitted with HydroPlant™, net carbon emissions could be reduced from 1224 MT-C/yr (million tons of carbon per year), the base case with gasoline cars, by 183 MT-C/yr, assuming a 15% fuel efficiency improvement. This assumes an average of 5.1 MT-C/yr for light-passenger vehicles (www.epa.gov/otaq/climate/documents/420f11041.pdf‎) Since the US will import about $400B in oil in 2013 (http://www.pickensplan.com/oilimports) and nearly 70% of it will be used for transportation (http://www.americanenergyindependence.com/), a 15% savings could mean as much as a $42B boost to the economy.

Water by nature is inorganic because it contains no carbon, which means it is more compatible with the environment as a fuel resource. Other fossil fuels (oil, gas, coal, etc.) are organic because they contain carbon. When burned, these fossil fuels release carbon by-products such as carbon monoxide (CO) and carbon dioxide (CO2) and therefore are not sustainable.

A blend of inorganic energy unleashed from abundant resources like water, when blended with traditional fossil fuels, could create major consumption shifts in a controlled, practical way without supplanting the existing energy supply infrastructure.

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Not everything that is renewable is sustainable. For example, biofuels are renewable, but they cannot meet the planet’s growing demands due to high energy input and lower output.

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Not everything that is sustainable is available. For example, solar and wind power, even though sustainable, are heavily subsidized and still require a lot of technology to store during the night or have geographic delivery constraints to the grid.

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Not everything that is available is affordable. For example, fuel cells based on silicon (made from sand which is plentiful) are very expensive because of the energy-intensive processes of converting sand into useable silicon wafers. HydroPlant™ is not a silicon-based fuel cell technology. This is why the Hydro Phi clean energy technology, with its abundant water-based availability, affordability, carbon-free sustainability and flexibility in a practical way is consistent with the policies and needs of government and industry and with individual lifestyle choices.

There is a growing global demand for energy as economies flourish and more consumer demand is created for digital devices, appliances, lighting, refrigeration and motorized transportation. In the burgeoning demand for power across the world, it is not feasible or timely to build the centralized power plants and distribution infrastructure that was constructed across the U.S. and Europe over many decades. HydroPlant™ is a sustainable and renewable technology engineered to address many facets of the demand for power in the target markets of residential, commercial, distributed and portable power, even in a deregulated environment where the power producer at home could be selling energy to the smart grid.

Hydro Phi Technology

Hydro Phi technology is water-based to provide clean energy products and solutions as a fuel additive. It combines the interdisciplinary knowledge of: electrochemistry; power electronics; nano-material coatings and combustion dynamics, and system-engineers this body of knowledge into an application to develop customer value. We accomplish this by inputting small amounts of energy to split water molecules, which produces a mixture of hydrogen and oxygen that are used as a fuel additive to provide fuel savings and reduced GHGs.

The HydroPlant™ process essentially involves PEM-based electrolysis, gas vapor management, and system electronics and integration to deliver a reliable supply of fuel additive to the engine regardless of the rigors of the vehicle environment. The value of our IP resides in the management of the gas delivery; the matching of that gas delivery to the needs of the engine, and the near-real time ability to modify the gas delivery profile based upon real-time and accrued statistical and analytical information. The value of the system, as currently engineered, comes from the use of extremely high-reliability components, and a rugged, automotive-grade set of control electronics to enable true rugged on-road performance. While the technology during our early development phase relied on older-style chemical electrolysis, we have since moved to a HydroPlant™ design that no longer requires any harsh chemicals; only pure, distilled water. This avoids the handling dangers that accompany older-style electrolysis units as well as the potential in those units for contamination from hexavalent chromium. The new PEM-based approach avoids these hazards altogether. The other advantage of the PEM design is that the hydrogen and oxygen gases are physically separated upon splitting, unlike traditional mixed-gas electrolyzers. The gases are separately conveyed to the air intake of the engine, and are only combined at that point, rendering the system safe from explosion hazard. The robust and rugged control system monitors all internal functions and sensors. Should any parameter falls outside the expected pre-defined range, the unit fails-safe, by failing-OFF, so that the vehicle proceeds with simply a ‘normal’ rather than a reduced fuel consumption profile.

Business Development and Marketing

At this stage of the development of the Company, business development is inextricably linked to marketing and customer development and production. The Company has moved in its business plan to a comprehensive growth strategy, encompassing all functions of its business, customer acquisition and retention, selective partnerships, selective licensing, selective geographic hubs, continued research and development and technology enhancement, IP protection and distributor development.

Distribution and Service Providers

Beginning with North America and Europe and expanding on a global basis, the Company expects to develop distribution and dealer networks in relevant market segments to accelerate the penetration of our HydroPlant™ technology. These relationships will align with the introduction of HydroPlant™ products in these market segments, including Class-7&8 logistics vehicles, buses, off-road heavy vehicles, such as agriculture and mining equipment, marine engines and stationary power gen-sets. Later market segments will include a scaled-down version for smaller diesel work and delivery vehicles, such as Class 5-6 logistics vehicles. Eventually, other market segments for larger stationary power or very large marine engines will require larger or aggregated electrolyzers. These concepts and devices already exist, and need only be engineered into a larger system package. The most common shortfall of efforts to solicit a licensee is the failure to develop a refined prototype and a well-targeted presentation. From Hydro Phi’s perspective, two buyers exist: the end user and the prospective distributor or dealer. Consequently, the most effective prototype packaging must contain elements that are directed to each of them. Our presentation package will include manufacturing projections and a working prototype. If the product is not ready for production based on previous product retrofits, we will include an outline of additional development tasks and expenses, as well as an estimation of the time required. The development and manufacturing projections will include a review of production materials and processes, and an estimation of direct materials, components and labor costs, along with economies of scale. A complete presentation of the working prototype will project Hydro Phi visually into the market place, and reduce uncertainty for the prospective buyers from our distributors.

Market sector Focus

Although there are many applications for the Hydro Phi technology, at this stage of our business development, we believe that a focus on the distributed diesel power generator and logistics-based diesel engine market sectors will be the most productive in establishing acceptance of our technology.

Dominant users of the diesel engine are the truck transportation and automotive industries, agricultural industries, distributed generation, mining and the marine industries. Therefore, our focus is in these business segments with the objective of adding value to customers that face rising fuel prices, the need to more carefully control their carbon emissions and thin operating margins. Our business development, sales and engineering teams are using the following specific criteria for growth, which are subject to changing business dynamics:

Combustion processes that use diesel or gasoline as the primary fuel.

Powertrains that are less than 500 horsepower and/or less than 500 KW.

Powertrains that can be designed for hydrogen and oxygen to be injected without changing the original equipment manufacturer engine hardware.

We have identified many of the truck carriers and transportation logistics companies operating in North America. We estimate that there are approximately 2,000,000 Class7 and 8 diesel trucks in use in the North American transportation logistics market. We also believe, based on our research, that the European market is about eight times that of the United States market with a strong dependence on transportation logistics. Additionally, there are many other kinds of trucks with diesel engines in use today, such as excavators and haulers. Similarly, in the agricultural market there are hundreds of thousands of agricultural vehicles in use on farms. In the marine market, for example, we estimate there are over 300,000 house boats in the United States. We believe this focus will enable us to penetrate the transportation, automotive and marine markets more quickly, and the resulting knowledge and experience will allow Hydro Phi to undertake larger commercial and industrial projects going forward.

Another important potential market for the Hydro Phi technology is the manufactures and owners of diesel generators. The success of the diesel generator is a result of the fact that they are easy to transport and install, and the industry has an extensive network of distributors and suppliers. The diesel engine industry is mature, with a number of reputable firms dominating the market sector for years such as Cummins, Caterpillar and Detroit Diesel. At approximately $9 billion per year, the global diesel generator market is almost as large as the motive power market sector in the United States. Without any real innovation within the diesel generator industry or in the power industry at large, the diesel generator market in the U.S. is projected to grow at about the same pace as the equipment and transportation industry, which is approximately 3% to 4% annually. However, because of the lack of infrastructure in emerging economies combined with the growing global demand for power, global market growth for diesel generators is expected to increase at the rate of 30% annually.

The world market for diesel generators is immense. Japanese and British firms are competing with United States firms for the export market, especially in emerging markets such as India and China. Developing countries typically purchase diesel generators for base load capacity, while in the U.S. they are used mostly for backup power for industrial, commercial, municipal and residential applications. Base load capacity is often needed in villages, which are typically far from major cities that have access to a power grid. In developing countries, power grids are very unreliable, which is a problem for critical services such as hospitals, refrigeration and communications. Diesel fuel costs can also fluctuate.. Governments in developing nations often subsidize diesel fuel, so much so that the International Monetary Fund has specifically targeted the elimination of such subsidies as part of its economic and environmental reforms program. In addition to minimizing carbon emissions, we believe that HydroPlant™ technology is viable as a means of significantly reducing the demand for diesel fuel.

The 50 KW to 250 KW diesel engine power generation market accounts for 1/36 of the world’s electricity. Diesel generators are an accessible and economic means to produce electricity and require low maintenance and reduced fuel supply. Although hydroelectric, nuclear, wind and solar power provide alternative and supplemental power generation, most of these alternatives rely on diesel engines at some point in the power production process. Therefore, diesel engines will continue to be an integral part of power generation for the foreseeable future. The installation of production lines and supporting infrastructure to run other types of generators have significant cost implications and present a number of disadvantages to businesses and individuals. Additionally, diesel-powered generators are uniquely capable of generating energy quickly for power demands and provide the most cost-effective source of reliable alternative power available. The chemical structure of diesel fuel allows more energy to be released per unit than any other source of commonly used power. This greater power density means less fuel consumption than other sources, especially when production and combustion mix of hydrogen and oxygen is considered.

Customer and Supplier Concentration

Our marketing efforts will initially focus on North, Central and South America, the Caribbean and Europe. The Company plans to penetrate these markets through direct sales, authorized and experienced distributors and strategic partnerships. In addition to the foregoing regions, we are in discussions to market our products and technology in China and certain markets in the Asia Pacific regions.

In the fiscal year ended March 31, 2013 we had one customer representing approximately 86% of our gross revenues. The concentration of this one customer is not expected to be typical because the sales transactions for this customer were in the period of initial sales.

Principal Products

Our product line will consist of the HydroPlant,™ which will be configured in various sizes and formats to address the specific requirements and demands of the applications for the unit with which it will be deployed.

In the future, we anticipate that we will market and distribute other products and additives directed towards the logistics and energy production industries that will promote energy efficiency.

Seasonality

We do not expect to experience any seasonality trends in our operations.

Manufacturing and Supplies

The Company has limited manufacturing capacity in its facilities in Doraville, Georgia. To date, a large part of the products produced have been manufactured at this facility. The Company also has an outsource relationship with a European based manufacturer that is CE compliant, ISO certified and trained in the assembly of the HydroPlant™ unit. As sales increase, the Company anticipates that it will outsource more of its product manufacturing requirements, either on a contract basis or through joint venture partners and licensees that have manufacturing capacity themselves. Generally, it is intended that manufacturing will be located in those regions where there is logistical practicality or need to meet the demands of a particular distributor or group of distributors, timeliness, shipping economies, and manufacturing costs.

As the Company expands its marketing efforts, it will have a preference for partnering with distributors with local manufacturing ability. This helps minimize IP erosion in the global markets and fosters better management of the supply chain and associated costs where there is shared ownership and an alignment of interest. The Company also expects to aggressively patent its technology and know-how on a global basis so as to protect and reduce erosion of its IP and technical leadership.

The Company believes that there are many manufacturers capable of providing and assembling the parts for the Hydro Phi products, at a high quality level and efficient rate of production for prices that will work within the projected pricing. While the Company believes there are many manufactures that can meet its requirements, it will typically only work with only one or two at a time in a particular region.

Certain of the components in the Company products are generally available stock items, which will be supplied by contract suppliers to our specifications while other components will be provided by generic manufacturers. We believe there are adequate providers in both categories of suppliers.

The Company currently has agreements with key manufacturers or suppliers for its proprietary parts and sub- systems that the Company believes have the capability of providing a sufficient supply line of this parts and sub-systems.

Competition

Our market and technical research shows that there is currently no competing company that offers integrated water-based clean energy products and services including: the underlying science and technical knowledge; design and engineering capabilities; prototyping and batch production facilities; and high volume manufacturing capacity to provide combustion efficiency, fuel saving and reduced GHGs. Hydro Phi is continuously improving all aspects of our products and technology in order to be a leader in the energy industry.

Below is a partial list of companies that have or may be broadly working in this area of hydrogen based technologies. Some of these companies, and others yet to be identified, may be able to develop alternate technologies, at more effective cost to the end user. The general business of energy use improvement attracts many potential entrants, and in the future there may be strong competitors or competitors that surplant our position in the our selected markets. These and other companies may be better financed and able to develop more quickly their markets and penetrate those market more effectively.

List of possible competitors:

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NRG-Logistics

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Eco-Tech

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Hy-Drive

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Advanced Hydrogen Systems

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Advanced Combustion Technologies

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Hydrogen Pro

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HyPower Fuel

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Hybrid Tech Energy

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Energy Technologies CZ

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Dynamic Fuel Systems

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HHO Kits Direct

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Hydrogen Garage

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ITM (U.K.)

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Acta S.p.A.

As discussed above, the Company will compete on the basis of its technology, product evolution through its research and development program, and the benefits that its products will bring to its customers in controlling their energy expenses. We believe that, if properly funded, we have an advance position on many of our potential competitors and have begun to establish a reputation for our technology within our selected markets, which can be enhanced over time.

Our competitive position may be seriously damaged if we cannot maintain and obtain patent protection for important differentiating aspects of our products or otherwise protect intellectual property rights in our technology. We rely on a combination of contracts, patent and trade secret laws to establish and protect our proprietary rights in our technology. However, we may not be able to prevent misappropriation of our intellectual property, our competitors may be able to independently develop similar technology and the agreements we enter into to protect our proprietary rights may not be enforceable.

Intellectual Property

We have filed a provisional application with the United States Patent and Trademark Office for an apparatus and control unit for the regulation and method of disbursing hydrogen and oxygen, which has been assigned an application number #61659606. In the future, we plan on filing additional applications for other aspects of our technology.

In addition to the patent protection that we seek, we also rely on the confidentiality of our operations, proprietary know-how and business secrets. Although we do not have formal agreements with our employees at this time, we plan on implementing a program whereby employees will enter into formal agreements with respect to our intellectual property, we do consider our employees’ work to be proprietary and owned by the Company. Where necessary, we will take steps to protect our intellectual property interests under the laws of the United States and the jurisdictions in which we intend to operate. There can be no assurance that we will be able to enforce our rights if they are improperly taken by our employees or adopted by our competitors outside of sanctioned use and royalty agreements with the Company.

The Company has several trademarks in use at this time. However, as our business develops, we plan to develop more specific trademarks for our products and services and seek registration of those marks with government authorities for their protection.

Our success and competitive position, in part, will depend on our ability to obtain and enforce intellectual property protection of our technology our patents. There is no guarantee any patent will issue on any patent application that we have filed or may file. Claims allowed from existing or pending patents may not be of sufficient scope or strength to protect the economic value of our technologies. Further, any patent that we may obtain will expire, and it is possible that it may be challenged, invalidated or circumvented. If we do not secure and maintain patent protection for our technology and products, our competitive position could be significantly harmed. A competitor may independently develop or patent technologies that are substantially equivalent or superior to our technology.

As we expand our product line or develop new uses for our products, these products or uses may be outside the protection provided by our current patent applications and other intellectual property rights. In addition, if we develop new products or enhancements to existing products we cannot assure you that we will be able to obtain patents to protect them. Even if we do receive patents for our existing or new products, these patents may not provide meaningful protection, or may be too costly to enforce protection. In some countries outside of the United States where our products may be sold or licensed, patent protection is not available. Moreover, some countries that do allow registration of patents do not provide meaningful redress for violations of patents. As a result, protecting intellectual property in these countries is difficult and our competitors may successfully sell products in these countries that have functions and features that infringe on our intellectual property.

We may initiate claims or litigation against third parties in the future for infringement of our proprietary rights or to determine the scope and validity of our proprietary rights or the proprietary rights of our competitors. These claims could result in costly litigation and divert the efforts of our technical and management personnel. As a result, our operating results could suffer and our financial condition could be harmed.

Other companies and our competitors may currently own or obtain patents or other proprietary rights that might prevent, limit or interfere with our ability to make, use or sell our products. As a result, we may be found to infringe the intellectual property rights of others. In the event of a successful claim of infringement against us and our failure or inability to license the infringed technology, our business and operating results could be adversely affected. Any litigation or claims, whether or not valid, could result in substantial costs and diversion of our resources. An adverse result from intellectual property litigation could force us to do one or more of the following:

cease selling, incorporating or using products or services that incorporate the challenged intellectual property;

obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, if at all; and

redesign products or services that incorporate the disputed technology.

If we are forced to take any of the foregoing actions, we could face substantial costs and shipment delays and our business could be seriously harmed. In addition, it is possible that our customers or end users may seek indemnity from us in the event that our products are found or alleged to infringe the intellectual property rights of others. Any such claim for indemnity could result in substantial expenses to us that could harm our operating results.

Research and Development

We believe that innovation is the key to our competitiveness and future sustainable growth. The Company is investing in core technical competencies and equipment to be able to do more product development. Furthermore, we will file to protect our IP globally in relevant countries and appropriate market segments. We augment our internal research and development through development conducted by businesses that are owned by our founders or some of our investors and collaborative efforts involving both local and distant world-class research institutions. Hydro Phi submitted a joint proposal to the U.S. Department of Energy (DOE) with Clemson University’s iCAR, a leading automotive research and development center in next generation auto technologies, especially for vehicle testing and development. Hydro Phi was selected by Georgia Tech to participate in a program to demonstrate energy-saving concepts in forward-operating bases for the Department of Defense. An additional Hydro Phi proposal with the objective of collaborating with Nanyang Technological University, Singapore, is under consideration, which will be in conjunction with the Economic Development Board, Singapore.

The Company historically has invested in engineering, research and development, NPI, plant and equipment, global IP protection and building the developmental team in various core competencies. The Company has spent considerable sums for research, technology development and patent protection and expects to continue to spend substantial financial and other resources to develop product enhancements, to strengthen in-house research and development, to enrich and develop new intellectual property, and to introduce new products. In the fiscal years ending March 31, 2013 and 2012, the Company spent approximately $470,000 and $460,000, respectively on research and development.

Employees

At the time of this report, the Company had a total of nine full-time employees, of which three were in senior executive positions, three were in engineering, research and development, one was in marketing and sales and two in administration. None of the employees are covered by any collective bargaining agreement, and the Company believes it has good employee relations. In addition, the company contracts with persons and its strategic partners for key services. In the future, the Company expects to expand its management employees for financial compliance, and marketing. Our future success will depend in part on our ability to continue to attract, retain and motivate highly qualified technical and management personnel.

Property

The Company leases approximately 8,500 square feet for its executive offices and operational facilities on a commercial lease in Doraville, Georgia, which expires December 31, 2013. The annual lease payments aggregate approximately $30,000. The Company believes that the rates it is paying under its property lease are competitive in the Atlanta real estate market, and it would be able to find comparable lease properties in the event it changed locations.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge after we electronically file or furnish it to the SEC. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically. We assume no obligation to update or revise forward looking statements in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, unless we are required to do so by law.

RISK FACTORS

Because we are an early growth company, we face many obstacles as a new venture, and therefore we may never be able to fully execute our business plan in respect of the Hydro Phi technologies. We were incorporated in 2008. To date, we have focused on research and development and initial marketing efforts, achieving revenues of $194,473 for the fiscal year ended March 31, 2012 and $53,700 for the fiscal year ended March 31, 2013. We are not able to sustain our current operations or any substantive business expansion on these limited revenues. If we are not able to increase our revenues, obtain additional working capital as needed from time to time, and achieve market acceptance for our Hydro Phi technology and establish sales, we will have to reduce or curtail our business operations. In such case, investors will lose all or a portion of their investment.

Because our business and marketing plans may be unsuccessful, we may not be able to continue operations as a going concern. Our ability to continue as a going concern is dependent upon our generating cash flow from sales that are sufficient to fund operations or finding adequate financing to support our operations. Our business and marketing plans may not be successful in achieving a sustainable business. If we are unable to continue as planned currently, we may have to curtail some or all of our business plan and operations. In such case, investors will lose all or a portion of their investment.

We have had operating losses since inception, and we are not currently profitable; and we may never achieve profitability. For the fiscal year ended March 31, 2012, we had a loss of $1,890,007 and an accumulated deficit of $11,223,810. For the fiscal year ended March 31, 2013, we had a net loss of $2,983,958 and an accumulated deficit of $14,207,768. We had additional losses for the first quarter ended June 30, 2013, and have an accumulated deficit of $14,879,240 as of June 30, 2013. We have had and we expect to continue to have losses in the near term and will rely on capital funding to support our operations. Because we are at the early stages of market acceptance of our products and services, we do not expect that they will generate revenues sufficient to cover the costs of our operations. We cannot predict whether or not we will ever become profitable or be able to continue to find capital to support our development and business plan.

We have a limited operating history, which makes it difficult to forecast whether or not our business will be successful. Our Hydro Phi subsidiary was incorporated on April 21, 2008, with a primary focus on research and development and licensing our technologies. In September 2009, the Company added a new management team. Throughout 2010, the new management team realigned the Company’s product development strategy and hired new talent. During this period, we relocated our business from Maine to Georgia. We did not have a redesigned, commercially viable product until February 2013. Accordingly, we have only a limited operating history, which makes it difficult to forecast our future operating results. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in an early stage of development and product introduction, particularly companies engaged in new and rapidly evolving technology and markets such as the business of “clean energy.” There can be no assurance that we will be successful in addressing these risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.

Our operating results may be volatile, and therefore our future prospects may be difficult for investors and analysis to assess. Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which may be outside of our control. Due to the emerging nature of the markets in which we sell our products and our limited operating history, we believe it will be difficult to accurately forecast our revenues and operating results. Factors that may slow or harm our business or cause our operating results to fluctuate include the following:

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The market acceptance of, and demand for, our products;

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Our inability to attract new customers or maintain existing customer satisfaction at a reasonable cost;

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The revenue mix of our services and clean energy technology;

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Changes in alternative technologies, industry standards and customer or end user preferences;

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The length of our sales cycle;

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Our inability to attract and retain key personnel, including hands-on engineering product developers and logistics and supply chain experts;

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A gain or loss of significant customers or their confidence in our products;

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Product design, manufacturing and operational defects and other quality problems;

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Economic conditions affecting our potential customers;

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The number, timing and significance of product enhancements and new product introductions by competitors;

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Our failure to increase international sales and or penetrate international markets; and

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Governmental regulation surrounding clean energy and environmental policies.

Any change in one or more of these factors, as well as others, could cause our annual or quarterly operating results to fluctuate. A number of factors will also cause our gross margins to fluctuate in future periods, including the mix of services rendered by us and products sold by us. Any change in one or more of these factors could reduce our gross margins in future periods.

We face significant competition from other technology companies. The market for clean energy technologies and their applications is highly competitive and there are a variety of technologies around the world. Many of our current and potential competitors have substantially greater financial, technical, marketing, distribution and other resources than we do. As a result, they may be able to respond more rapidly than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, the market is in its very early stages. We expect competition to intensify as current competitors expand their product offerings and new competitors enter the market. Increased competition could result in pricing pressures, reduced margins or the failure of our products to achieve or maintain market acceptance. In addition, new technologies will likely increase the competitive pressures that we face. The development of competing technologies by market participants or the emergence of new industry standards may adversely affect our competitive position. In addition, our customers and strategic partners may become competitors in the future. Certain of our competitors may be able to negotiate alliances with strategic partners on more favorable terms than we are able to negotiate. Many of our competitors may also have well established relationships with our potential customers. As a result of these and other factors, we may not be able to compete effectively with current or future competitors, which could adversely affect our revenues and operating results.

Our future success depends upon customers accepting and supporting new clean energy solutions, and their ability to fund their operations. To date, because we are a new product, we have had a limited acceptance of the Hydro Phi technology. Our initial product placement has been mostly in the broader transportation industry. Specifically, these customers are involved with logistics, trucking, heavy earth moving equipment, marine, agriculture and automotive markets Many of our customers themselves are early stage and growth companies with limited operating histories and limited resources. As a result, they may be required to raise funds through public or private financings, strategic relationships or other arrangements to be able to sustain their operations and be in a position to use the Hydro Phi technology. Therefore, we may have difficulty in establishing a market for the Hydro Phi technology and our products, and to the extent we do achieve market acceptance and sales, we may experience a delay in being paid for our products and services or may not be paid at all.

Our customer base is limited, and it is geographically spread out around the world; our initial success depends in part on our ability to not only retain existing customers but also implement our technologies in many different regions. For the fiscal year ended March 31, 2013, one of our early customers accounted for 86% of the Company’s revenues. We currently have only a few customers, as we have only recently begun marketing efforts. Customers will be located in a number of disparate geographic regions. This geographic distribution will make the marketing and product development and sales implementation and servicing more difficult, with added costs, with the result that our expenses per customer will be greater than otherwise expected when we have a more robust customer base. Until we achieve economies of scale in terms of volume and location, we expect that our cost of operations will be greater than if we concentrated on a limited or defined market area.

Various field trials for our products are in progress. Field trials can take more actual time than expected due to various operational and fleet availability issues to gather data and fix operational issues to incrementally keep improving the performance. In addition, field trials typically are on older engines, which require cleaning or conditioning before the full fuel saving benefits can be seen, thus increasing the standard testing cycle time. The nature of these activities is geographically spread out, necessitating cost, time and incremental effort. If one or more of our major customers were to substantially delay, reduce or stop their use of our products or services, our business, operating results and financial condition would be harmed. We do not have long-term contractual commitments from any of our current customers, and our customers may terminate their contracts with us with little notice and without significant penalty to them. As a result, we cannot provide assurance that any of our current customers will be customers in future periods. A customer termination would not only result in lost revenue, but also the loss of customer references that are necessary for securing future customers.

The brand Hydro Phi and its related trademarks will be an important part of our sales effort. We believe that establishing and maintaining the Hydro Phi brand name and related trade and service marks will be important to our success and facilitate our sales. The importance of brand recognition may increase as a result of established and new competitors offering technologies and products similar to ours. We intend to increase our marketing and branding expenditures in an effort to increase awareness of Hydro Phi. If our brand-building strategy is unsuccessful, these expenses may never be recovered, we may be unable to increase our future revenues, and our business could be harmed. Although we have several trademarks these are more general in character: we anticipate that we will develop new ones in the future to achieve greater differentiation and identity.

We are dependent upon the acceptance of our products and services. We currently derive substantially all of our revenues from the sale of our HydroPlant™ technology and related services. We expect revenues from this product family to continue to account for substantially all of our revenues for the foreseeable future. In addition, the market is rapidly evolving and is characterized by an increasing number of market entrants that have introduced and developed competitive products and services. Our future operating results depend on the development and growth of the market. We have spent, and intend to continue to spend, considerable resources educating potential customers and indirect channel partners about our products. However, we cannot provide assurance that such expenditures will enable our products to achieve or maintain any significant degree of market acceptance.

We may have difficulty managing our growth. We have recently begun to expand our operations and expect to continue to grow our sales and marketing, research and development and administrative operations. This expansion has placed, and is expected to continue to place, a significant strain on our management, operational and financial resources. To manage any further growth, we will be required to improve existing, and implement new, operational, customer service and financial systems, procedures and controls and expand, train and manage our growing employee base. We also will be required to expand our finance, administrative and operations staff. There can be no assurance that our current and planned personnel, systems, procedures and controls will be adequate to support our anticipated growth, that management will be able to hire, train, retain, motivate and manage required personnel or that our management will be able to successfully identify, manage and exploit existing and potential market opportunities. If we are unable to manage growth effectively, our business could be harmed.

We will require additional capital in the future, which may not be available on terms acceptable to us, or at all. Our future liquidity and capital requirements will depend upon numerous factors, including the success of our existing and new product and service offerings and competing technological and market developments. We will to need to raise funds through public or private financings, strategic relationships or other arrangements. There can be no assurance that such funding, if needed, will be available on terms acceptable to us, or at all. Furthermore, any equity financing will be dilutive to existing stockholders, and debt financing, if available, may involve restrictive covenants that may limit our operating flexibility with respect to certain business matters. Strategic arrangements, if necessary to raise funds, may require us to relinquish our rights or grant licenses to some or substantial parts of our intellectual property. If funds are raised through the issuance of equity securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution in net book value per share, and such equity securities may have rights, preferences or privileges senior to those of the holders of our existing capital stock. If adequate funds are not available on acceptable terms, we may be unable to develop or enhance our services and products, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, operating results and financial condition.

If we do not increase our direct sales capabilities, our business could suffer. We need to substantially expand our direct sales capabilities if we are to increase market awareness and sales volume of our products and services. Our products and services require a sophisticated sales effort targeted at the information technology management of our prospective customers. We have recently expanded our direct sales force and plan to hire additional sales personnel to meet the demand for our products and increase our market presence. However, competition for qualified sales personnel is intense, and we may not be able to hire the kind and number of sales personnel we require. Newly hired sales personnel will require extensive training and typically need several months to achieve productivity. We cannot be certain that personnel hired in the future, will be as productive as necessary to meet our financial goals. If we fail to increase our direct sales capabilities as we have planned or our sales force fails to achieve productivity in a timely fashion, our business, financial condition and operating results would be materially adversely affected.

Failure to expand our international operations could significantly affect our ability to increase revenue. We intend to expand our operations outside the United States and enter various international markets. We expect to commit time and development resources to customizing our products and services for selected international markets and to developing international sales and support channels. There can be no assurance that these efforts will be successful.

In addition to the uncertainty regarding our international presence, there are difficulties and risks inherent in doing business internationally, including, but not limited to:

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Potential costs of customizing products and services for international markets;

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Multiple and conflicting regulations and unexpected changes in regulatory requirements;

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Exchange controls;

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Import and export restrictions and tariffs;

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Difficulties in staffing and managing international operations;

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Longer payment cycles;

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Greater difficulty or delay in accounts receivable collection;

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Potentially adverse tax consequences; and

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Political and economic instability.

In addition, our ability to expand our business in some countries may require modification of our products, including in particular national language support. To the extent that international sales are denominated in U.S. dollars, an increase/decrease in the value of the United States dollar relative to other currencies could make our products and services more expensive/less expensive and, therefore, potentially less competitive in certain international markets. To the extent that future international sales are denominated in foreign currency, our operating results will be subject to risks associated with foreign currency fluctuations. As we increase our international sales, our total revenue may also be affected to a greater extent by seasonal fluctuations resulting from lower sales that typically occur during summer months in Europe and other parts of the world.

The sales cycle for our products is long, and we may devote significant resources to sales that do not occur when anticipated or at all. Our products are engineered solutions and tend to be complex, which typically involve significant investment decisions by prospective customers. Accordingly, the licensing and/or implementation of our technologies requires us to engage in a lengthy sales cycle and subsequent fleet roll out times, and to provide a significant level of education to prospective customers regarding the use and benefits of our products. The purchase and use of our technology and products typically involves a significant commitment of our customers’ capital and resources; therefore the decision process for a purchase is subject to delays and aspects that are beyond our control. The decision-making process also can be substantially impacted by the sales practices of, and product introductions by, our competitors. We expect to continue to experience lengthy sales cycles, which will require a substantial investment in our marketing and sales, and if the sales cycle lengthens, we would expect increased marketing and sales expense and possibly delayed or lost sales. Any increased cost of marketing and sales and any delay or loss in sales of our products could adversely affect our operating results.

We are dependent on the continued services and on the performance of our senior management and other key personnel. The loss of the services of any of our executive officers or other key employees could have a material adverse effect on our business, operating results and financial condition. Although we anticipate having in the near future employment contracts with our key personnel, these are at will employment agreements. We also depend on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, sales, marketing and customer service personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate or retain sufficiently qualified personnel. The failure to attract and retain necessary technical, managerial, sales, marketing and service personnel could have a material adverse effect on our business, operating results and financial condition.

Our future success will depend on our ability to enhance our existing products and to develop new products. To be competitive, we must successfully develop and introduce product enhancements and new products. Our failure to develop and introduce new products and enhancements successfully to achieve our strategy on a timely basis could have a material adverse effect on our business, operating results and financial condition. The emerging nature of the market for clean energy requires that we continually improve the performance, features and reliability of our products, particularly in response to competitive products and evolving customer needs. We must also introduce enhancements to existing products as rapidly as possible and prior to the introduction of competing products. Any delay or failure to successfully develop market-accepted technologies could negatively affect our business and the growth of our Company.

The strategic relationships we rely on may not be successful. We have developed or are developing strategic relationships with supply chain companies and regional providers and others to enhance the efforts of our market penetration, business development, implementation, critical component manufacturing, variable and direct sales force. These relationships are expected to, but may not, succeed. Furthermore, we intend to develop additional strategic relationships in the future with numerous other companies. There can be no assurance that these relationships will develop and mature, or that any of our existing relationships will be successful or that potential competitors will not develop more substantial relationships with attractive partners. Our inability to successfully implement our strategy of building valuable strategic relationships could harm our business.

Our revenues could decrease if our products contain errors. Our engineered technologies are system-engineered, interdisciplinary products that perform complex functions and are vulnerable to undetected errors or unforeseen defects that could result in a product’s failure. There can be no assurance that errors will not be found in current or new products or, if discovered, that we will be able to successfully correct those errors in a timely manner or at all. The occurrence of errors could result in loss of or delay in revenue, loss of market share, failure to achieve market acceptance, increased product development costs, diversion of development resources and injury to our reputation or damage to our efforts to build brand awareness.

We could be subject to product liability claims relating to our customers’ critical business operations. Any failure in a customer’s platform or trading application could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we maintain general liability insurance, there can be no assurance that such coverage will continue to be available on reasonable terms or will be adequate to indemnify us for all liability that may be imposed on us. Safety perceptions may deter future use of our products and services. A fundamental requirement of using water-based involves perceptions of handling hydrogen and oxygen. We cannot be certain that any inadequate practice of instructions or use by our customers’ will not compromise the designed safety envelope. Any instance of such an occurrence may lead to an uncalled for market perception deterring future use of our products. We may be required to incur significant costs to protect against safety perceptions and further improvements.

Failure to expand distribution infrastructure could limit our growth. Our distribution infrastructure may not be able to support the customer demands and meet designed performance, and thus reliability may decline. If delays or failures in the field occur frequently or increase in frequency, overall Hydro Phi solutions usage could grow more slowly or decline. Our ability to increase the speed and scope of our services to customers is ultimately limited by, and depends upon, the speed and reliability of both the distributor and our customers’ internal processes.

If the protection of our trademarks and other proprietary rights is inadequate, we could lose our proprietary rights and revenue. Our success significantly depends on our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, employee and third-party non-disclosure and invention assignment agreements and other methods to protect our proprietary technology. Additionally, we have filed a U.S. provisional patent application relating to the disbursement of hydrogen and oxygen. Despite these precautions, it may be possible for unauthorized third parties to copy portions of our products or reverse engineer or obtain and use information that we regard as proprietary. Provisions in our license agreements with our customers protecting against unauthorized use, copying, transfer and disclosure of our licensed product may be unenforceable under the laws of specific jurisdictions and foreign countries. There can be no assurance that our efforts to obtain patent protection will be successful, or if successful, that any patent issued to us will be deemed enforceable or valid. For example, previous disclosures or activities unknown at present may be uncovered in the future and adversely impact our patent rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the United States. There can be no assurance that the steps taken by us to protect our proprietary rights will be adequate or that third parties will not infringe or misappropriate our trademarks, copyrights and similar proprietary rights. If we resort to legal proceedings to enforce our IP rights, those proceedings could be expensive and time-consuming and could distract our management from our business operations.

Intellectual property claims against us can be costly and could impair our business. We cannot predict whether third parties will assert claims of infringement against us, or whether any future assertions or prosecutions will harm our business. If we are forced to defend against any such claims, whether they are with or without merit or are determined in our favor, we may face costly litigation, diversion of technical and management personnel, or product shipment delays, any of which could adversely impact our business. As a result of such a dispute, we may have to develop non-infringing technology or enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, if at all. If there is a successful claim of product infringement against us and we are unable to develop non-infringing technology or to license the infringed or similar technology on a timely basis, our business could be impaired.

Our products may require availability of components or known technology from third parties and their non-availability can impede our growth. We source components and will continue to license/buy certain technology integral to our products and services from third parties. Our inability to acquire and maintain any third-party product licenses, or integrate the related third-party products into our products, could result in delays in product development until equivalent products can be identified, licensed and integrated. We also expect to require new licenses in the future as our business grows and technology evolves. We cannot provide assurance that these licenses will continue to be available to us on commercially reasonable terms, if at all.

Government regulations may increase our costs of doing business. The laws governing energy transactions remain largely unsettled. The adoption or modification of laws or regulations relating to the energy could harm our business, operating results and financial condition by increasing our costs and administrative burdens. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, libel, consumer protection and taxation apply. Laws and regulations directly applicable to clean energy carbon credits and/or commerce over the energy industry are becoming more diverse and prevalent in all global markets. We must comply with regulations in both Europe and the United States, as well as any other regulations adopted by other countries where we may do business. The growth and development of the market for online carbon credit trade may prompt calls for more stringent consumer protection laws, both in the United States and abroad, as well as new laws governing the taxation of energy commerce. Compliance with any newly adopted laws may prove difficult for us and may harm our business, operating results and financial condition.

We are controlled by a limited number of persons who are both management and significant shareholders. Our management persons beneficially own an aggregate of 16,502,941 shares of our common stock representing 16.7%, calculated on the basis of Section 13 of the Exchange Act of 1934. Although this percentage ownership is not a majority position, it is large enough to be able to strongly influence the outcome of any proposals put to the shareholders, and to largely determine the election of directors who are elected by a plurality vote. Therefore, investors will have to largely rely on the current management for the operations and business direction of the company.

The Company has paid no cash dividends to date. The Company has paid no cash dividends on its common stock to date. Payment of dividends on the common stock is within the discretion of the board of directors and will depend upon the Company's earnings, its capital requirements and financial condition, and other relevant factors. The Company does not currently intend to declare any dividends on its Common Stock in the foreseeable future.

There is not now or may never be an active market for our common stock. We are providing no assurances of any kind or nature whatsoever that an active market for our common stock will ever develop. Investors should understand that there may be no alternative exit strategy for them to recover or liquidate their investments in the common stock of the Company. Accordingly, investors must be prepared to bear the entire economic risk of an investment in the common stock for an indefinite period of time. If a public or private market ever develops for our common stock, we anticipate that our then financial condition, product offerings, and product roll out strategy and implementation will greatly impact the value of the stock, which may not reflect our business prospects.

There may be no liquid market for our common stock. Even if a trading market develops over time, we cannot predict how liquid that market might become. The trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control.

These factors include:

· Quarterly variations in our results of operations or those of our competitors;

· Announcements by us or our competitors of acquisitions, new hardware and/or software products, significant contracts, commercial relationships or capital commitments;

· Disruption to our operations;

· Commencement of, or our involvement in, litigation;

· Any major change in our board or management;

· Changes in governmental regulations or in the status of our regulatory approvals; and

· General market conditions and other factors, including factors unrelated to our own operating performance.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such public companies. Such fluctuations may be even more pronounced in the trading market shortly following this offering. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This type of litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We are subject to the reporting requirements of the United States securities laws, which will require expenditure of capital and other resources. We are a public reporting company subject to the information and reporting requirements of the Securities Exchange Act of 1934 and other federal securities laws, including, without limitation, compliance with the Sarbanes-Oxley Act (“Sarbanes”). The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders will cause our expenses to be substantially higher than they would otherwise be if we were privately-held. It will be difficult, costly, and time-consuming for us to develop and implement internal controls and reporting procedures required by Sarbanes, and we will require additional staff and third-party assistance to develop and implement appropriate internal controls and procedures. If we fail to or are unable to comply with Sarbanes, we will not be able to obtain independent accountant certifications that the Sarbanes requires publicly-traded companies to obtain.

Investor confidence and market price of our shares may be adversely impacted if we are unable to attest to the adequacy of the internal controls over our financial reporting, as required by Section 404 of the U.S. Sarbanes-Oxley Act of 2002. The SEC, as directed by Section 404 of Sarbanes, adopted rules requiring public companies to include a report of management of their internal control structure and procedures for financial reporting in their annual reports on Form 10-K that contains an assessment by management of the effectiveness of their internal controls over financial reporting. Our management may conclude that our internal controls over financial reporting are not effective. In such case, there may be an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which could negatively impact the market price of our shares and our ability to fund the Company.

We may not be able to attract the attention of major brokerage firms or securities analysts in our efforts to raise capital. In due course, we plan to seek to have our common stock quoted on a securities market in the United States. There can be no assurance that we will be able to garner a quote for our common stock on an exchange. Even if we are successful in doing so, security analysts and major brokerage houses may not provide coverage of us. We may also not be able to attract any brokerage houses to conduct secondary offerings with respect to our securities.

We provide no assurance that our common stock will become listed on a United States securities market. Investors may find it difficult to dispose of shares or to obtain accurate quotations as to the market value of the common stock. In addition, we will be subject to an SEC rule (Rule 15c2-11) that imposes various requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. The requirement that broker-dealers comply with this rule will deter broker-dealers from recommending or selling our Company’s common stock, thus further adversely affecting the liquidity and share price of the common stock, as well as our ability to raise additional capital.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of trading activity in our stock may be reduced. If a trading market does develop for our stock, it is likely that our stock will be subject to the regulations applicable to "Penny Stock." The regulations of the SEC promulgated under the Exchange Act that require additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The SEC regulations define penny stocks to be any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Unless an exception is available, those regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a standardized risk disclosure schedule prepared by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the purchaser’s account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that becomes subject to the penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage market investor interest in and limit the marketability of our common stock.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Because future sales by our stockholders could cause the stock price to decline, our investors may lose money on their investment in our stock. No predictions can be made of the effect, if any, that market sales of shares of our common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of significant amounts of our common stock could adversely affect the prevailing market price of the common stock, as well as impair our ability to raise capital through the issuance of additional equity securities.

State securities laws may limit secondary trading, which may restrict the states in which you can sell our shares of common stock. You may not be able to resell the shares of common stock held in the Company in a state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state, or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and limit a stockholder's ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder's risk of losing some or all of his investment.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The information and financial data discussed below is derived from the audited financial statements of Hydro Phi for its fiscal years ended March 31, 2013 and 2012 and unaudited financial statements for the fiscal quarters ended June 30, 2012 and 2013. The financial statements of Hydro Phi were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes of Hydro Phi contained elsewhere in this Report. The financial statements contained elsewhere in this Report fully represent Hydro Phi’s financial condition and operations; however, they are not indicative of the Company’s future performance. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.

You should read the following discussion in conjunction with the financial statements and other financial information included elsewhere in this Current Report on Form 8-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in “Risk Factors”.

Overview

Hydro Phi has passed through a number of iterations of product, direction and technologies since its inception. Through this, however, there has been a clear belief that there exists a robust and extensive application base throughout the world consisting of logistic vehicles, marine, heavy equipment, agriculture and fixed based operating units such as electric generators and pumps. Additionally, over the past five years, due to the impact of rising fuel costs, increased governmental requirements to mitigate emissions, a growing demand for technologies that can bring existing infrastructure into compliance. In the “history” of hydrogen based technologies to achieve improvements in fuel efficiency there has also been a evolutionary move away from “chemical” based systems to those that operate solely on water and electricity eliminating any of the hazardous components and by-products that were the residual effects of said systems.

Based on its evolving technology Hydro Phi was successful in attaining solid exposure to the logistics marketplace both in the United States and Europe discovering the sale pipeline potential far exceed the technical capabilities of the technology at that time.

In June 2012, the Company took a entirely new direction under the direction of its new Chief Executive Officer, Roger M. Slotkin.

Throughout the history of the company the financial condition was predicated upon capital raises to support the changes in direction, technology and potential marketplace. Revenues occurred from time to time but were not sustainable because of technical deployment, manufacturing or design issues. Under the new initiatives commenced in 2012, all formalized selling and marketing efforts ceased, a thorough failure analysis of the preceding technologies along with failures throughout the industry became the baseline of what was needed to accomplish the Company goal to design, manufacture and deploy a robust, ruggedized hydrogen on demand as a fuel catalyst device in the industry. Commencing in June 2013, Hydro Phi has re-entered the marketing and sales aspects of its business.

The Hydro Phi sales and marketing executives, along with outside strategic partners and distributors are in the process of addressing the historical market place and approaching new prospective clients to introduce the newly design HydroPlant™ to fleet managers and owners and users of various diesel engine applications in the United States, Latin America, The Caribbean, Europe and China.

Results of Operations for the Three Months Ended June 30, 2013, Compared to the Three Months Ended June 30, 2012

The following table sets forth, for the periods indicated, data derived from Hydro Phi’s statements of operations:


	For the three months ended June 30,
	2013		2012		Change

Revenues	$	-	$	24,145	$	(24,145)

Operating expenses:
General and administrative		369,601		436,242		(66,641)
Research and development		83,425		59,769		23,656
Depreciation and amortization		17,525		19,284		(1,759)
Loss on disposal of property and equipment		-		22,875		(22,875)
Total operating expense		470,551		538,170		(67,619)

Operating loss		(470,551)		(514,025)		43,474

Other expenses:
Interest expense		200,921		156,489		44,432

Total other expenses		200,921		156,489		44,432

Net loss	$	(671,472)	$	(670,514)	$	(958)

Revenues

Revenues changed by $24,145 to $0 for the three months ended June 30, 2013 compared to $24,145 for the three months ended June 30, 2012. The Company did not generate any revenue during the three months ended June 30, 2013 because of the severe limitations on our finances and our inability to continue the manufacturing process and retain the services of outside testing facilities.

General and Administrative Expenses

General and Administrative Expenses changed by $66,641 to $369,601 for the three months ended June 30, 2013 compared to $436,242 for the three months ended June 30, 2012. The decrease was primary due to lack of funding in fiscal 2014 and we spent less in our office and payroll expense. Additionally, other initiatives we were seeking to advance administration could not continue.

Research and Development Expense

Research and Development Expense changed by $23,656 to $83,425 for the three months ended June 30, 2013 compared to $59,769 for the three months ended June 30, 2012. The increase was mainly due to the completion and finalization of initiatives underway prior to this quarter.

Other expense

Other expense changed by $44,432 to $200,921 for the three months ended June 30, 2013 compared to $156,489 for the three months ended June 30, 2012. The change was primarily due to the increase of interest expense by $44,432 as the result of us borrowing more money from related party.

Net Loss

Net loss changed by $958 to $671,472 for the three months ended June 30, 2013 compared to $670,514 for the three months ended June 30, 2012.

Results of Operations for the Fiscal Year Ended March 31, 2013, Compared to the Fiscal Year Ended March 31, 2012

The following table sets forth, for the periods indicated, data derived from our statements of operations:


	For the years ended March 31,
	2013		2012		Change

Revenues	$	53,700	$	194,473	$	(140,773)

Operating expenses:
General and administrative		1,759,009		2,984,932		(1,225,923)
Research and development		468,042		460,144		7,898
Depreciation and amortization		73,913		76,182		(2,269)
(Gain) loss on disposal of property and equipment		17,875		(4,811)		22,686
Total operating expense		2,318,839		3,516,447		(1,197,608)

Operating loss		(2,265,139)		(3,321,974)		1,056,835

Other (income) expenses:
Gain on settlement of accrued compensation		-		(1,997,350)		1,997,350
Interest expense		718,819		565,383		153,436

Total other (income) expenses		718,819		(1,431,967)		2,150,786

Net loss	$	(2,983,958)	$	(1,890,007)	$	(1,093,951)

Revenues

Revenues changed by $140,773 to $53,700 for the year ended March 31, 2013 compared to $194,473 for the year ended March 31, 2012. The decrease was primary due to less revenues were generated by us from our project in Spain.

General and Administrative Expenses

General and Administrative Expenses changed by $1,225,923 to $1,759,009 for the year ended March 31, 2013 compared to $2,984,932 for the year ended March 31, 2012. The decrease was primarily due to lack of funding in fiscal 2013 which required strict cost controls, resulting in a reduction in office and payroll expenses.

Research and Development Expense

Research and Development Expense changed by $7,898 to $468,042 for the year ended March 31, 2013 compared to $460,144 for the year ended March 31, 2012. We spent similar amounts in each year for research and development in the two comparable periods so as to maintain our product development and prepare for marketing our products.

Other income and expense

Other expense was $718,819 for the year ended March 31, 2013 compared to other income of $1,431,967 for the year ended March 31, 2012. The change was primarily due to our recognizing a $1,997,350 gain in settlement of accrued compensation with two of the Company’s related parties. Also, interest expense increased $153,436 as the result of us borrowing more money from related party convertible notes.

Net Loss

Net loss changed by $1,093,951 to $2,983,958 for the year ended March 31, 2013 compared to $1,890,007 for the year ended March 31, 2012. The change was primarily due to the gain from settlement of accrued compensation.

Liquidity and Capital Resources

We had a working capital deficit of $14,984,874 and an accumulated deficit of $14,879,240, as of June 30, 2013.

The following table sets forth selected cash flow information for the three months ended June 30, 2013 and 2012:


	2013		2012

Net Cash Used in Operating Activities	$	(476,706)	$	(221,041)
Net Cash Provided by Financing Activities		537,576		192,608

Net Increase (Decrease) in Cash and Cash Equivalents		60,870		(28,433)
Cash and Cash Equivalents – Beginning of Year		117		31,167

Cash and Cash Equivalents – End of Year	$	60,987	$	2,734

Cash Flows from Operating Activities

Net cash used in operating activities increased to $476,706 for the three months ended June 30, 2013 compared to $221,041 for the three months ended June 30, 2012. The change was primarily due to the increase in payments made to professionals and vendors.

Cash Flows from Financing Activities

Cash flows from financing activities increased to $537,576 for the three months ended June 30, 2013 compared to $192,608 for the three months ended June 30, 2012. The change was primarily due to our receiving more funding from related party in 2013.

We had a working capital deficit of $14,330,927 and an accumulated deficit of $14,207,768, as of March 31, 2013.

The following table sets forth selected cash flow information for the years ended March 31, 2013 and 2012:


	2013		2012

Net Cash Used in Operating Activities	$	(1,673,572)	$	(2,229,236)
Net Cash Provided by (Used in) Investing Activities		1,990		(350,160)
Net Cash Provided by Financing Activities		1,640,532		2,146,960

Net Decrease in Cash and Cash Equivalents		(31,050)		(432,436)
Cash and Cash Equivalents – Beginning of Year		31,167		463,603

Cash and Cash Equivalents – End of Year	$	117	$	31,167

Cash Flows from Operating Activities

Cash flows used in operating activities decreased to $1,673,572 for the year ended March 31, 2013 compared to $2,229,236 for the year ended March 31, 2012. The change was primarily due to: 1) decrease of accounts receivables, 2) increase of accounts payable and accrued liabilities due to related parties, and 3) decrease of accrued compensation.

Cash Flows from Investing Activities

We had net cash inflows from investing activities of $1,990 for the year ended March 31, 2013 compared to net cash outflows of $350,160 for the year ended March 31, 2012. The change was primarily due to us paid $350,000 in 2012 to acquire certain intangible assets and in 2013 we had very minimal investing activities.

Cash Flows from Financing Activities

Cash flows from financing activities decreased to $1,640,532 for the year ended March 31, 2013 compared to $2,146,960 for the year ended March 31, 2012. The change was primarily due to our receiving less funding in fiscal year 2013. In fiscal year 2012, we received $569,733, $883,960 and $693,000 from proceeds of notes payable, proceeds of related party convertible notes and sales of preferred stock, respectively.

Recent Events

Prior to the Merger Closing Date, Big Clix did not have many expenses and sought only a limited amount of capital from the sale of common stock. In June 2010, the Company raised $9,000 from the sale of 156,000,000 shares of common stock to the founder, in a private placement. In January 2012, the Company raised $12,000 from the sale of 15,600,000 shares of common stock to investors in a public registered offering.

In connection with the merger transaction, the Company assumed outstanding warrants of Hydro Phi which provide the right to purchase up to an aggregate of 3,573,336 shares of common stock of the Company, exercisable at $0.06 per share until July 2016 and issued a warrant to purchase up to 440,000 shares of common stock of the Company, exercisable at $0.10 per share until September 2015. The warrants have standard anti-dilution provisions and cashless exercise rights. The warrants do not have registration rights.

The expenses of the merger transaction are estimated to be approximately $500,000. The Company will need to raise additional funds in the near future to sustain its operations and overtime we will need substantially more capital than what is available to the Company on the date of this Current Report to meet the requirements of our business plan to fully develop, manufacture and market the our products and to continue our business operations. How long the Company will be able to satisfy its cash requirements depends on how quickly we can raise capital, implement the proposed business plan and generate revenue.

We will require additional funds to implement our full business plan, continue our operations and pay expenses associated with us being a public reporting company. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. Other than the equity line of credit, we currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing. The issuance of additional equity or equity based securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Going Concern

In the opinion of our management, funds currently available will not satisfy our working capital requirements for the next twelve months. The Company will need a substantial amount of capital to fund its operations and SEC reporting obligations. It has no contracts or arrangements for any such funding. There can be no assurance that the Company will be able to raise any funding. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. As a result of the fact that the Company financial resources are inadequate for it business operations at this time, there is a substantial doubt as to its ability to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements, including any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. The Company does not engage in trading activities involving non-exchange traded contracts.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Critical Accounting Policies

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount the Company expects to collect. Accounts receivable represents receivables, net of allowances for doubtful accounts. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on its historical experience and other currently available information. When a specific account is deemed uncollectible, the account is written off against the allowance.

Intangible Assets

Intangible assets include patent applications. Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 10 years for patents. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life.

Impairment of Long-lived Assets

The Company reviews the carrying value of the long-lived assets periodically to determine if facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Among the factors the Company considers in making the evaluation are changes in market position and profitability. If facts and circumstances exist which may indicate impairment, the Company will prepare a projection of the undiscounted cash flows of the asset group and determine if the long-lived assets are recoverable based on these undiscounted cash flows. If impairment is indicated, an adjustment will be made to reduce the carrying amount of these assets to their fair value.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

Research and Development

Research and development costs are expensed as incurred.

Recent Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a significant impact on the results of operations, financial position, or cash flows of the Company.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership

The following table sets forth information regarding beneficial ownership of our common stock as of the date hereof (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by our current officer and director, and certain officers of Hydro Phi; and (iii) by all of our and Hydro Phi’s officers and directors as a group. The address of each of the persons set forth below is 3404 Oakcliff Road, Suite C6, Doraville, GA 30340, unless otherwise indicated.

The table below reflects an aggregate of 97,300,000 shares issued and outstanding as the date of this Current Report, taking into account the issuance of 82,000,000 shares of common stock in the merger transaction between Big Clix and Hydro Phi, and the contribution to capital of 156,300,000 shares of common stock.


Name of Beneficial Owner	Director or Officer	Amount and Nature of Beneficial Ownership ⁽¹⁾	Percentage ⁽²⁾
Roger M. Slotkin	Director (Chairman of the Board) and CEO of Big Clix	11,063,674	11.4%

Reid Meyer	Chief Operating Officer of Hydro Phi	1,025,413	1.1%

Jonathan Goldman ⁽³⁾	Chief Technology Officer of Hydro Phi	1,779,342	1.8%

D. Scott Smith ⁽⁴⁾	Senior Vice President – Sales/Marketing/Distribution of Hydro Phi	2,634,519	2.7%

All officers and directors of Big Clix and Hydro Phi (four persons)⁽³⁾⁽⁴⁾		16,502,949	16.7%

5% and Greater Holders

John Durham		30,430,650	31.3%

Philip Levin		16,303,012	16.8%

____________

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

(2)

Based on 97,300,000 shares of our common stock issued and outstanding.

(3)

Includes 753,929 shares subject to a currently exercisable warrant expiring in July 2016.

(4)

Includes 916,700 shares subject to a currently exercisable warrant expiring in July 2016.

Change in Control

As a result of the closing of the merger transaction between Big Clix and Hydro Phi and the issuance of the shares of common stock in exchange for the common stock and preferred stock of Hydro Phi, there has been a change of control of the Company. Messrs. Slotkin has been designated as the new director of the Company, and Mr. Patrick Yore, the former sole director resigned. Messrs. Slotkin, Meyer, Goldman and Smith have been appointed the Chief Executive Officer, Chief Operating Officer, Chief Technology Officer and Senior Vice President – Sales Marketing Distribution, respectively, of Big Clix and/or Hydrop Phi.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is information regarding the current directors and executive officers of Big Clix and Hydro Phi. Directors are elected each year by our stockholders at the annual meeting. Each director holds his office until his successor is elected and qualified or resignation or removal. Executive officers are appointed by our board of directors. Each executive officer holds his office until he resigns or is removed by the board of directors or his successor is appointed and qualified.


Name	Age	Title

Big Clix
Roger M. Slotkin		Director (Chairman of the Board) and Chief Executive Officer of Big Clix

Hydro Phi
Reid Meyer		Chief Operating Officer of Hydro Phi
Jonathan Goldman		Chief Technology Officer of Hydro Phi
D. Scott Smith		Senior Vice President – Sales Marketing Distribution of Hydro Phi

Mr. Roger M. Slotkin has been a director and acts as the Chairman of the Board of Directors and has been the Chief Executive Officer of Big Clix since consummation of the merger with Hydro Phi. He will continue as a director and the Chief Executive Officer of Hydro Phi, a position he has held through his consulting firm RS Management, Ltd, since June 2012. In 1983, Mr. Slotkin founded and serves as the Chief Executive Officer of RS Management, Ltd., a company that provides senior executive management services to companies operating in a wide variety of industries. RS Management, Ltd. specializes in corporate restructuring, turn-around and bankruptcy avoidance. Mr. Slotkin was also the Chief Executive Officer of OneWorld Energy, Inc., a privately owned, diversified energy developer specializing in wind, solar and wind services, from May 2009 to December 2011, and the Chairman and Chief Executive Officer of Odyne Corporation, a developer and manufacturer of advanced plug-in hybrid powertrains, from July 2003 to September 2007.

Mr. Reid Meyer has been the Chief Operating Officer of Hydro Phi since July 2012 and before that Vice President of Global Services and Supply Chain from January 2011 to July 2012. Mr. Meyer has extensive experience in international operations, global manufacturing and supply-chain management experience. Mr. Meyer sold a portfolio of patents and processes to JM Clipper (formerly Johns Manville) in 1996, where Mr. Meyer later served as a member of the senior management team. In 2005, he went to work with Graftech International, where he worked in Business Development for the fuel cell technology group. In November 2006 he became Vice President of Leader Global Technologies, a manufacturer for chemical, power generation, and automotive markets globally.

Mr. Jonathan Goldman has been the Chief Technology Officer of Hydro Phi since April 2012, and before that was the Vice President of Engineering & Research Grants of Hydro Phi from January 2010 to April 2012. From October 2007 to October 2008 Mr. Goldman worked with Suniva, Inc. of Norcross, Georgia where he was the Director of Business Development, and from April 2002 to October 2007 he served as Associate Director of Venture Lab at the Georgia Institute of Technology in Atlanta, Georgia.

Mr. D. Scott Smith has been the Senior Vice President – Sales Marketing Distribution of Hydro Phi since October 2012 and before that he was the Chief Sales Officer and Vice President of Commercial Operations from January 2010 to October 2012. From 2004 to 2008, Mr. Smith was the Group President of the Nine West division of Jones Apparel. Mr. Smith has extensive sales, marketing and executive management experience in the consumer products and footwear industry, and has grown businesses and business units with Fortune 500 and entrepreneurial companies alike.

Family Relationships

There are no family relationships among our current officers and directors.

Board Composition and Committees

The board of directors is currently composed of one person. The Company anticipates expanding the board of directors in the near future.

We do not have a member of the board of directors that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules. We are not required to have any independent directors at this time.

We are not required to have and we do not have an Audit Committee. The Company's board of directors performs some of the same functions of an Audit Committee, such as recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

We have no audit committee financial expert. Mr. Slotkin has financial statement preparation and interpretation ability obtained over the years from past business experience and education. We believe the cost related to retaining a financial expert at this time is not justified. Further, because of the nature of our current limited operations, we believe the services of a financial expert are not warranted, given the background of Mr. Slotkin.

Our company currently does not have nominating or compensation committees nor does our company have a written nominating or compensation committee charters. Our board of directors believes that it is not necessary to have such committees at this time because the functions of such committees can be adequately performed by the board of directors. Our Chief Executive Officer who is also a director participated in employment compensation decisions.

Code of Ethics

The Company formally adopted a written code of business conduct that governs the Company’s employees, officers and directors on June 21, 2010, which was filed with the SEC on July 29, 2010, as an exhibit to a registration statement on Form S-1 of the Company.

Conflict of Interest

We have not adopted any policies or procedures for the review, approval, or ratification of any transaction between the Company and any executive officer, director, nominee to become a director, 10% shareholder, or family member of such persons, required to be reported under paragraph (a) of Item 404 of Regulation S-K promulgated by the SEC.

COMPENSATION

Compensation of our Named Executive Officers

We have identified Messrs. Roger M. Slotkin, Reid Meyer, Jonathan Goldman, D. Scott Smith, and Suresh Sharma as our named executive officers for the fiscal years ending March 31, 2012 and 2013, as indicated below.

Summary Compensation Table

The following table sets forth certain summary information with respect to the total compensation paid to the named executive officers during our fiscal years ended March 31, 2012 and 2013:


Name and Principal Position	Fiscal Year	Salary		Total Compensation

Roger M. Slotkin, CEO and Director (Big Clix and Hydro Phi)⁽¹⁾	2013	$	215,000	$	215,000

Reid Meyer COO (Hydro Phi)	2013	$	60,000	$	60,000
	2012	$	60,000	$	60,000

Jonathan Goldman, CTO (Hydro Phi)	2013	$	84,589	$	84,589
	2012	$	116,668	$	116,668

D. Scott Smith, Senior Vice President – Sales Marketing	2013	$	83,339	$	83,339
Distribution (Hydro Phi)	2012	$	125,004	$	125,004

Suresh Sharma, CEO (Hydro Phi)⁽²⁾	2012	$	60,000	$	60,000

_____________

(1)

Mr. Slotkin has been engaged as the Chief Executive Officer through his consulting firm (RS Management Ltd.) under an executive management contract for the period June 2012 to June 2013. Commencing with the consummation of the merger transaction he will be employed directly by Big Clix as the Chief Executive Officer and as a director of both Big Clix and Hydro Phi.

(2)

Mr. Sharma was the Chief Executive Officer of Hydro Phi until June 2012.

Employment Agreements

We intend to enter into employment agreements with the senior executives of both the Company and Hydro Phi. These agreements will provide employment at will with various severance, non-competition and confidentiality provisions and other rights typically associated with written employment agreements.

Equity Awards

The Company currently does not have any equity award programs. The Company may grant individual options and similar awards to obtain common stock from time to time to one or more directors, officers, employees or consultants, which will be determined on a case by case basis in specific circumstances, and approved by the board of directors.

In the future, it is the intention of the Company to adopt an equity award plan, which will be used to supplement the cash compensation of its directors, officers, employees and consultants, so as to tie a portion of their compensation to the overall success of the Company.

Employee Benefit Plans

We do not have any annuity, retirement, pension or deferred compensation plans or other arrangements for our executive officers or any employees. No named executive officer received any form of non-cash compensation from us in the fiscal year ended March 31, 2013. No named executive officer received a restricted stock award, a stock appreciation right or a long-term incentive plan payout in the fiscal year ended March 31, 2013. We anticipate that in the future we will adopt such plans, but there are no current plans or arrangements for the adoption of any such plans.

Director Compensation

We plan to compensate our non-employee directors with cash fees and equity awards. We do not plan at this time to provide additional compensation for committee participation. We anticipate that equity awards will be in the nature of restricted securities or options with vesting requirements. There is no established policy as to the frequency, type or amount of equity compensation grants for non-employee directors. A director who is also one of our executives or employees, including employed through our subsidiaries, does not and will not receive any compensation for his services as a director while providing service as an executive or employee. In those instances, directors that are also named executive officers of the Company will have their total compensation reported in the summary compensation table that otherwise provided in our public reports.

Since inception we have not compensated our directors.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Mr. Slotkin has been engaged by Hydro Phi through his consulting firm, RS Management, Ltd. since June of 2012 in the capacity of CEO and director. The compensation paid to RS Management, Ltd is reflected in the above table of compensation to management.

DESCRIPTION OF SECURITIES

Description of Common Stock

We are authorized to issue 300,000,000 common shares with a par value of $0.0001. As of the date of the filing of this Current Report, there were 97,300,000 shares of our common stock issued and outstanding. We are not authorized to issue any preferred stock.

Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to shareholders after payment to creditors. The common stock is not convertible or redeemable and has no pre-emptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of shareholders. There are no cumulative voting rights.

Each shareholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our directors are not obligated to declare a dividend. Any future dividends will be subject to the discretion of our directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, our capital requirements, general business conditions and other pertinent factors. It is not anticipated that any dividends will be paid in the foreseeable future.

There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our company. Florida law, however, does provide certain anti-takeover provisions which are discussed below.

Warrants

The Company issued a warrant to Crescendo Communications, LLC as part of the compensation due under a consulting agreement. The warrants may be exercised for up to 440,000 shares of common stock, at an exercise price of $0.10 per share, for a period of two years from the date of issuance. The warrants have standard anti-dilution provisions and cashless exercise rights. The warrants do not have registration rights.

In connection with the merger transaction, the Company assumed outstanding warrants of Hydro Phi representing on an assumed basis the right to purchase an aggregate of 3,573,336 shares of common stock, which are exercisable at $.60 per share for three years until July 2016. The warrants have standard anti-dilution provisions and cashless exercise rights. The warrants do not have registration rights.

Provisions of Florida Law

We may be subject to several anti-takeover provisions under Florida law that apply to public corporations organized under Florida law, unless the corporation has elected to opt out of those provisions in its articles of incorporation or by-laws. We have not elected to opt out of these provisions, although they may not be applicable to us or to a specific transaction if certain conditions are not met. The Florida Business Corporation Act contains a “control share” provision that, when applicable, generally prohibits the voting of shares in a publicly-held Florida corporation that are acquired in a “control share acquisition” unless the holders of a majority of the corporation’s voting shares (exclusive of shares held by officers of the corporation, inside directors, or the acquiring party) approve the granting of voting rights as to the shares acquired in the control share acquisition. A “control share acquisition” is defined as an acquisition that immediately thereafter entitles the acquiring party to vote in the election of directors within each of the following ranges of voting power: (i) one-fifth or more but less than one-third of such voting power, (ii) one-third or more but less than a majority of such voting power, and (iii) a majority or more of such voting power.

The Florida Business Corporation Act also contains an “affiliated transaction” provision that, when applicable, generally prohibits a publicly-held Florida corporation from engaging in a broad range of business combinations or other extraordinary corporate transactions with an “interested shareholder” unless, among other events, (i) the transaction is approved by a majority of disinterested directors before the person becomes an interested shareholder, (ii) the interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years, or (iii) the transaction is approved by the holders of two-thirds of the corporation’s voting shares other than those owned by the interested shareholder. An interested shareholder is defined as a person who together with affiliates and associates beneficially owns more than 10% of the corporation’s outstanding voting shares.

Transfer Agent

The shares of common stock are registered at the transfer agent, Philadelphia Stock Transfer, located at 2320 Haverford Road, Ardmore, PA 19003, Telephone Number (484) 416-3124, and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the common stock certificate, properly endorsed and signature guaranteed. No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state security laws.

MARKET PRICE AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OTC Reporting

Our common stock is reported through the OTC Bulletin Board (OTCBB) under the symbol “BCLX.” Quotations for our common stock commenced on March 22, 2013. Trading in our common stock has been sporadic and volatile, and the daily trading volume has been low. The following table sets forth, for the periods indicated, the reported high and low closing bid prices for our common stock as reported through the OTCBB. Bid prices represent inter-dealer quotations without adjustment for markups, markdowns and commissions. The recorded trading in our common stock should not be deemed to constitute an “established trading market.”


Fiscal year ended March 31, 2013	High	Low
Quarter ended March 31, 2013 (commencing March 22, 2013)	$.03	$.03

Fiscal year ending March 31, 2014
Quarter ended June 30, 2013	$.52	$.03

On August 7, 2013, there was a reported sale of shares of common stock with a closing price of $0.63. There have not been any reported sales since August 7, 2013.

Penny Stock Regulation

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of the closing of the merger transaction, we had 68 registered shareholders.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the expansion and growth of our business, our board of directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors that our board of directors may deem relevant.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. Florida law, however, prohibits us from declaring dividends where after giving effect to the distribution of the dividend:

We would not be able to pay our debts as they become due in the usual course of business, or;

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans. In the future, we plan to adopt equity based compensation arrangements, including adopting one or more equity award plans.

LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings as of the date of this Current Report on Form 8-K. However, we may at times in the future become involved in litigation in the ordinary course of business. We will also, from time to time, when appropriate in management’s estimation, record adequate reserves in our financial statements for pending litigation. Litigation is expensive and is subject to inherent uncertainties, and an adverse result in any such matters could adversely impact our operating results or financial condition. Additionally, any litigation to which we may become subject could also require significant involvement of our senior management and may divert management’s attention from our business and operations.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The laws of the Florida permit the indemnification of directors, employees, officers and agents of Florida corporations. Our articles of incorporation and bylaws provide that we shall indemnify to the fullest extent permitted by Florida law any person whom we indemnify under that law.

The provisions of Florida law that authorize indemnification do not eliminate the duty of care of a director. In appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available. In addition, each director will continue to be subject to liability for (a) violations of criminal laws, unless the director has reasonable cause to believe that his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution, and (d) willful misconduct or conscious disregard for our best interests in a proceeding by or in our right to procure a judgment in its favor or in a proceeding by or in the right of a stockholder. The statute does not affect a director's responsibilities under any other law, such as the federal securities laws.

The effect of the foregoing is to require us to indemnify our officers and directors for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he or she reasonably believed to be in or not contrary to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

We do not have at this time any indemnification agreements or directors and officers insurance. In the future, we may enter into indemnification agreements with our directors and officers, and certain service providers, and we may purchase director and officer insurance.

To the extent that we indemnify our management for liabilities arising under securities laws, the SEC has taken the public position that this indemnification is against public policy and is therefore unenforceable.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On September 25, 2013, we issued a total of 82,000,000 shares of common stock to the holders of common stock and preferred stock of Hydro Phi in exchange for all the equity securities of that company, in a reverse triangular merger with our subsidiary HPT Acquisition Corp. The merger transaction was approved at a special meeting of the common and preferred shareholders of Hydro Phi held on June 26, 2013. The shares were issued to individuals and corporate investors, all of whom were either “accredited investors”, as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), sophisticated investors or investors located outside the United States. The securities were issued in reliance upon the exemption from registration under Section 4(2) of the Securities Act. All the shares were issued as restricted stock, and a suitable legend was placed on the certificates representing the shares to indicate the restricted nature of the shares. The holders of these shares were not granted any registration rights.

On September 25, 2013, we issued a warrant to purchase up to 440,000 shares of common stock, exercisable at $.10 per share until July 2015 to Crescendo Communications, LLC, in partial payment of consulting services. The securities were issued to an “accredited investor,” as defined by Rule 501 of Regulation D promulgated under the Securities Act. The securities were issued in reliance upon the exemption from registration under Section 4(2) of the Securities Act. The warrant and all the underlying shares of common stock that may be issued on exercise of the warrant were issued or will be issued as restricted stock, and a suitable legend was placed or will be placed on the certificates representing the securities to indicate the restricted nature of the securities. The holder of these securities was not granted any registration rights.

In connection with the merger transaction, we assumed outstanding warrants issued by Hydro Phi, the wholly owned subsidiary, representing the right after assumption to purchase up to 3,573,336 shares of Big Clix, at an adjusted purchase price of $0.60 per share, for a period of three years, ending in July 2016. The securities were each issued to an “accredited investor,” as defined by Rule 501 of Regulation D promulgated under the Securities Act. The securities were issued in reliance upon the exemption from registration under Section 4(2) of the Securities Act. The warrants and all the underlying shares of common stock that may be issued on exercise of the warrants were issued or will be issued as restricted stock, and a suitable legend was placed or will be placed on the certificates representing the securities to indicate the restricted nature of the securities. The holders of these securities were not granted any registration rights.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

In connection with the merger, Mr. Patrick Yore, the sole director and officer of the Company, submitted his resignation pursuant to which he resigned from his positions as a director and an officer, effective immediately. The resignation of Mr. Yore was not in connection with any known disagreement with us on any matter.

A copy of this report was provided to Mr. Yore, and was provided with the opportunity to furnish us, as promptly as possible, a letter addressed stating whether he disagrees with the statements made by us in this report. No such letter has been received by us.

Mr. Roger M. Slotkin was appointed the sole director of the Company, and Messrs. Roger M. Slotkin, Reid Meyer, Jonathan Goldman and D. Scott Smith were appointed the Chief Executive Officer, Chief Operating Officer, Chief Technology Officer and Senior Vice President – Sales Marketing Distribution, respectively, of the Company and/or its wholly owned subsidiary, Hydro Phi.

For certain biographical and other information regarding the newly appointed officers and directors, see the disclosure under Item 2.01 of this report, which disclosure is incorporated herein by reference.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Reference is made to the disclosure set forth under Item 2.01, 5.01 and 5.02 of this report, which disclosure is incorporated herein by reference. The Company ceased being a shell company on September 25, 2013.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)

Audited Financial Statements of Hydro Phi Technologies, Inc. for the years ended March 31, 2013 and 2012, and the audit report of GBH CPAs, PC are included in this Current Report on Form 8-K. Also included are the unaudited financial statements for the quarter ended June 30, 2013 and 2012.

Pro-Forma Combined Financial Statement of Big Clix Corp and Hydro Phi Technologies, Inc., taking into account the acquisition of Hydro Phi Technologies, Inc., as of and for the twelve months ended March 31, 2013, are included in this Current Report on Form 8-K.

(d)

Exhibits


Exhibit No.		Description

10.1		Agreement and Plan of Merger, dated July 15, 2013, among the registrant, HPT Acquisition Corp., and Hydro Phi Technologies, Inc.

10.2		Form of Amendment to the Agreement and Plan of Merger.

10.3		Form of Management Consulting Agreement between Crescendo Communications, LLC and Hydro Phi Technologies, Inc.

10.4		Form of Warrant Agreement, issued July 24, 2013, in connection with Management Consulting Agreement with Crescendo Communications, LLC.

10.5		Form of Warrant Agreement issued by Hydro Phi and assumed by the registrant – Assumption Agreement, attached.

23.1		Consent of Independent Auditors re financial statements included in Current Report.

TABLE OF CONTENTS

Audited Financial Statements of Hydro Phi Technologies, Inc. for

the Years Ended March 31, 2013 and 2012


	Page Number

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Stockholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

Unaudited Interim Financial Statements of Hydro Phi Technologies, Inc. for

the Three Months Ended June 30, 2013 and 2012


Unaudited Balance Sheets as of June 30, 2013 and March 31, 2013	F-15
Unaudited Statements of Operations for the three months ended June 30, 2013 and 2012	F-16
Unaudited Statements of Cash Flows for the three months ended June 30, 2013 and 2012	F-17
Unaudited Notes to Financial Statements	F-18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Hydro Phi Technologies, Inc.

Doraville, Georgia

We have audited the accompanying balance sheets of Hydro Phi Technologies, Inc. as of March 31, 2013 and 2012, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. Hydro Phi Technologies, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 audit 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 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 audits 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 Hydro Phi Technologies, Inc. as of March 31, 2013 and 2012, and the results of its operations and its cash flows for each of 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 Hydro Phi Technologies, Inc. will continue as a going concern. As discussed in Note 1 to the financial statements, Hydro Phi Technologies, Inc. has recently commenced its planned operations, and has a net working capital deficiency at most recent fiscal yearend that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

July 12, 2013

F-1

HYDRO PHI TECHNOLOGIES, INC.

BALANCE SHEETS

As of March 31, 2013 and 2012


	2013		2012
ASSETS

Current Assets
Cash and cash equivalents	$	117	$	31,167
Accounts receivable		-		11,180
Prepaid expenses and other current assets		6,569		10,319
Total Current Assets		6,686		52,666

Property and equipment, net		9,659		38,437
Intangible assets, net		838,500		903,500

Total Assets	$	854,845	$	994,603

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	1,340,151	$	839,424
Accounts payable and accrued liabilities – related parties		1,083,237		637,738
Accrued compensation		2,850,215		2,595,212
Advance from customer		60,800		60,800
Notes payable		3,461,218		3,461,218
Note payable – related party		2,867,500		2,867,500
Convertible notes payable – related party		2,674,492		1,033,960
Total Current Liabilities		14,337,613		11,495,852

Commitment and contingencies

Stockholders’ Deficit
Series A preferred stock, $0.0001 par value, 53,000,000 shares authorized; 693,000 shares issued and outstanding		69		69
Common stock, $0.0001 par value, 350,000,000 shares authorized; 32,000,000 and 29,560,667 shares issued and outstanding		3,200		2,956
Additional paid-in capital		721,731		719,536
Accumulated deficit		(14,207,768)		(11,223,810)
Total Stockholders’ Deficit		(13,482,768)		(10,501,249)

Total Liabilities and Stockholders’ Deficit	$	854,845	$	994,603

See accompanying notes to financial statements.

F-2

HYDRO PHI TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

For the years ended March 31, 2013 and 2012


	2013		2012
Revenues	$	53,700	$	194,473

Operating expenses:
General and administrative		1,759,009		2,984,932
Research and development		468,042		460,144
Depreciation and amortization		73,913		76,182
(Gain) loss on disposal of property and equipment		17,875		(4,811)
Total operating expense		2,318,839		3,516,447

Operating loss		(2,265,139)		(3,321,974)

Other (income) expenses:
Gain on settlement of accrued compensation		-		(1,997,350)
Interest expense		718,819		565,383

Total other (income) expenses		718,819		(1,431,967)

Net loss	$	(2,983,958)	$	(1,890,007)


Net loss per common share – basic and diluted	$	(0.09)	$	(0.06)

Weighted average common shares outstanding – basic and diluted		31,518,817		29,560,667

See accompanying notes to financial statements.

F-3

HYDRO PHI TECHNOLOGIES, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the years ended March 31, 2013 and 2012


									Additional					Total
	Preferred Stock				Common Stock					Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Par			Capital		Deficit			Deficit
Balances – March 31, 2011			$	-		29,294,000	$	2,929		$	26,365	$	(9,333,803)		$	(9,304,509)
Preferred shares issued for cash		693,000		69		-		-			692,931		-			693,000
Common shares issued for cash		-		-		266,667		27			240		-			267
Net loss		-		-		-		-			-		(1,890,007)			(1,890,007)

Balances – March 31, 2012		693,000		69		29,560,667		2,956			719,536		(11,223,810)			(10,501,249)
Shares issued for services		-		-		2,419,333		242			2,177		-			2,419
Shares issued for equipment		-		-		20,000		2			18		-			20
Net loss		-		-		-		-			-		(2,983,958)			(2,983,958)

Balances – March 31, 2013		693,000	$	69		32,000,000	$	3,200		$	721,731	$	(14,207,768)		$	(13,482,768)

See accompanying notes to financial statements.

F-4

HYDRO PHI TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

For the years ended March 31, 2013 and 2012


	2013		2012
Cash Flows From Operating Activities
Net loss	$	(2,983,958)	$	(1,890,007)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		12,951		58,327
Depreciation and amortization		73,913		76,182
Shares issued for services		2,419		-
(Gain) loss on disposal of property and equipment		17,875		(4,811)
(Gain) on settlement of accrued compensation		-		(1,997,350)
Changes in operating assets and liabilities:
Accounts receivable		(1,771)		43,466
Prepaid expenses and other current assets		3,750		1,181
Accounts payable and accrued liabilities		500,747		531,696
Accounts payable and accrued liabilities – related parties		445,499		254,474
Accrued compensation		255,003		697,606
Net Cash Used in Operating Activities		(1,673,572)		(2,229,236)

Cash Flows From Investing Activities
Purchase of intangible assets		-		(350,000)
Purchases of property and equipment		(3,010)		(10,660)
Proceeds from sale of property and equipment		5,000		10,500
Net Cash Provided by (Used in) Investing Activities		1,990		(350,160)

Cash Flows From Financing Activities
Proceeds from notes payable		-		569,733
Proceeds from convertible notes – related party		1,640,532		883,960
Proceeds from sale of preferred shares		-		693,000
Proceeds from sale of common shares		-		267

Net Cash Provided by Financing Activities		1,640,532		2,146,960

Net Decrease in Cash and Cash Equivalents		(31,050)		(432,436)
Cash and Cash Equivalents – Beginning of Year		31,167		463,603

Cash and Cash Equivalents – End of Year	$	117	$	31,167

Supplemental Disclosures of Cash Flows Information
Cash paid for income tax	$	-	$	-
Cash paid for interest	$	-	$	-

Noncash Investing and Financing Activities
Shares issued for equipment	$	20	$	-

See accompanying notes to financial statements.

F-5

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

1. ORGANIZATION AND BUSINESS

Hydro Phi Technologies, Inc. (“the Company” or “Hydro Phi”) was incorporated on April 21, 2008 under the laws of the State of Wyoming. In August 2010, with the relocation of its Research and Development Office from Maine to Georgia, the Company reincorporated under the laws of the State of Delaware and is currently a Delaware corporation.

The Company is a fuel efficiency company that has created a transformational water-based technology. The Company has been engaged in the research and development of “green energy” solutions primarily for the transportation industry since its inception. In 2010, the Company concluded its phase one of its research and development phase and started to generate revenues. The Company’s priority market segments are: logistics, trucking, heavy equipment, marine and agriculture, where rising fuel costs and upcoming emission regulations necessitate the development of new, ground-breaking technologies. In the future, the continual improvement process at Hydro Phi will focus on miniaturization, data collection, application-specific designs and further efficiency enhancements.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has recently commenced its planned operations, has a net working capital deficiency at its most recent fiscal yearend, has an accumulated deficit of approximately $14 million through March 31, 2013, and has had negative cash flows each year from its operations through March 31, 2013. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company's research, development, marketing and manufacturing efforts. While pursuing this business strategy, the Company is expected to continue operating at a loss with negative operating cash flows. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As a result of the aforementioned factors and the related uncertainties, there can be no assurance of the Company's ability to survive.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared using the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less to be cash equivalents.

F-6

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Accounts Receivable and Allowance for Doubtful Accounts

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from three to seven years.

Intangible Assets

Impairment of Long-lived Assets

F-7

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Fair Value of Financial Instruments

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

Research and Development

Research and development costs are expensed as incurred. For the years ended March 31, 2013 and 2012, the Company recorded research and development expense of $468,042 and $460,144, respectively.

Income Taxes

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

F-8

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the period. The calculation of diluted earnings (loss) per common share assumes the dilutive effect of stock options, warrants and any other potentially dilutive securities outstanding. During a loss period, the potentially dilutive securities have an anti-dilutive effect and are not included in the calculation of dilutive net loss per common share. For the year ended March 31, 2013, potentially issuable shares, including Series A preferred stock convertible to 693,000 shares of the Company’s common stock and notes payable convertible to 70,818,543 shares of the Company’s common stock, have been excluded from the calculation. For the year ended March 31, 2012, potentially issuable shares, including Series A preferred stock convertible to 693,000 shares of the Company’s common stock and notes payable convertible to 20,679,200 shares of the Company’s common stock, have been excluded from the calculation.

Subsequent Events

The Company’s management reviewed all material events through the issuance date of this report for disclosure purpose.

Recent Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a significant impact on the results of operations, financial position, or cash flows of the Company.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


	March 31, 2013		March 31, 2012
Machinery and equipment	$	8,387	$	50,672
Computer equipment		5,840		5,840
Computer software		12,820		10,660
Office furniture and equipment		850		-

Subtotal		27,897		67,172
Less: accumulated depreciation		(18,238)		(28,735)

Total property and equipment, net	$	9,659	$	38,437

Depreciation expense for the years ended March 31, 2013 and 2012 was $8,913 and $11,182, respectively.

F-9

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

3. PROPERTY AND EQUIPMENT, CONTINUED

During the year ended March 31, 2012, the Company received $10,500 proceeds from sale of its equipment and recorded gain on disposal of property and equipment of $4,811. During the year ended March 31, 2013, the Company received $5,000 proceeds from sale of its equipment and recorded loss on disposal of property and equipment of $17,875.

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:


	March 31, 2013		March 31, 2012
Hydrogen On Demand Intellectual Property	$	650,000	$	650,000
D2 Hydrogen Technology Intellectual Property		350,000		350,000
Other		1,000		1,000

Subtotal		1,001,000		1,001,000
Less: accumulated amortization		(162,500)		(97,500)

Total intangible assets, net	$	838,500	$	903,500

In January 2009 and April 2011, the Company entered into agreements and obtained Hydrogen On Demand Technology. This intellectual property was valued at $650,000, based on the par value of the shares of common stock issued of $20,000 and $630,000 cash paid by the Company. The Company amortizes the cost over the estimated useful life of 10 years.

On July 5, 2011, the Company entered into an agreement where the Company paid $350,000 to acquire a license to use D2 Hydrogen Technology from an inventor. As of the date of this report, the Company considered that this license has an indefinite life because the underlying product is still under the Company’s current development. The Company will start to record amortization of this license once the research and development efforts are completed.

For the years ended March 31, 2013 and 2012, amortization expense recorded by the Company on the intangible assets was $65,000.

F-10

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

5. NOTES PAYABLE

At March 31, 2013 and 2012, notes payable consisted of the following:


	March 31, 2013		March 31, 2012

Notes payable to acquire certain intangible asset, with an undetermined maturity date (at the board of directors discretion) and accrues no interest, unsecured	$	320,000	$	320,000
Notes payable to shareholders, unsecured, payable at an undermined maturity date (at the board of directors discretion), and accrues interest at 7.5% annually (“7.5% Angel Notes”)		1,793,085		1,793,085
Notes payable to shareholders, unsecured, payable at an undermined maturity date (at the board of directors discretion), and accrues interest at 15% annually (“15% Angel Notes”)		1,348,133		1,348,133

Total notes payable	$	3,461,218	$	3,461,218

6. NOTE PAYABLE – RELATED PARTY

On September 24, 2010, the Company issued a $2,867,500 promissory note to a related party. The principal amount due under this promissory note has been loaned to the Company in a series of advances during fiscal year ended March 31, 2010 and 2009. The note accrues interest at 6% from the funding date. The note matures on the earlier of: 1) a change of control transaction as defined in the note; 2) the written consent of the Board of Directors of the Company. The Company agrees not to make any payment with respect to this note until the entire outstanding principal and accrued interest due under the 7.5% Angel Notes and 15% Angel Notes have been paid in full. Notwithstanding the above, this related party has agreed to convert this promissory note to equity on the same terms and conditions offered to all the other Angel Investors subsequent to March 31, 2013. Accrued and unpaid interest will continue to remain on the books, payable at the discretion of the Company’s board of directors.

As of March 31, 2013 and 2012, outstanding principal balance of this promissory note was $2,867,500.

7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY

On February 28, 2013, the Company issued convertible notes to a principal owner of the Company and other associated or related parties for principal amount up to $3,000,000. The principal amount due under these convertible notes has been advanced to the Company since September 14, 2009. The notes accrue interest at a rate of 10% per annum, or the interest rate paid to any unrelated third party lender or investor, whichever is higher. For the years ended March 31, 2013 and 2012, the effective interest rate was 10% as agreed by the note holders, notwithstanding that the maximum interest rate applicable was 15%. The applicable interest rate is to apply for the entire loan period at the discretion of the lender. The notes are due on demand, secured by all assets of the Company and convertible to the Company’s common shares before December 31, 2014 at the conversion rate of either $0.05 or $0.03.

F-11

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY, CONTINUED

The Company has evaluated the conversion feature of the notes under ASC470 and concluded that they do not contain financial derivatives. The conversion rate on the notes at the date of issuance exceeded the fair value of the common stock; therefore, no beneficial conversion feature was recorded.

During the years ended March 31, 2013 and 2012, the Company received proceeds of $1,640,532 and $883,960, respectively, from related party convertible notes. As of March 31, 2013 and 2012, outstanding balance of the convertible notes was $2,674,492 and $1,033,960, respectively, and the related accrued interest was $248,573 and $33,647, respectively.

8. INCOME TAXES

The Company had federal NOL carry forwards of approximately $10 million as of March 31, 2013. The NOL is available to offset future taxable income and begins to expire in 2028. Under Section 382 of the Internal Revenue Code, the NOL may be limited as a result of a change in control. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of March 31, 2013 and 2012, the Company established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

For the years ended March 31, 2013 and 2012, no amounts have been recognized for uncertain tax positions and no amounts have been recognized related to interest or penalties related to uncertain tax positions. The Company has determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months.

9. EQUITY TRANSACTIONS

Common Stock

The Company has 350,000,000 authorized common shares.

On July 19, 2012, the Company's stockholders approved a reverse split of the Company's issued and outstanding shares of common stock, par value $0.0001, at a ratio of 10:1, such that every 10 shares of common stock became 1 share of common stock, without amending the Company's total number of authorized common shares. All share numbers or per share information presented give effect to the reverse stock split.

During the year ended March 31, 2012, the Company issued 266,667 common shares for cash of $267.

During the year ended March 31, 2013, the Company issued 20,000 shares to purchase certain equipment, recorded at their par value of $20, and issued 2,419,333 shares for services, recorded at their fair value of $2,419.

F-12

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

9. EQUITY TRANSACTIONS, CONTINUED

Series A Preferred Stock

The Company has 53,000,000 authorized preferred shares. The shares are entitled to dividend declared by the Company’s board of directors on an as-if converted to common stock basis.

Each Series A Preferred share is convertible into 1 share of the Company’s common stock. Holders of the Series A Preferred shares are entitled to vote on all matters subject to a vote of holders of common stock. Each share of Series A Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which the Series A Preferred stock could be converted.

Series A Preferred shares have a liquidation preference of $1 each, plus any declared but unpaid dividends in the event of a dissolution, liquidation or winding up of the Company.

During the year ended March 31, 2012, the Company issued 693,000 shares of Series A Preferred shares for cash of $693,000.

10. RELATED PARTY TRANSACTIONS

From time to time, the Company receives advances from its officers and stockholders for its operations. As of March 31, 2013 and 2012, the Company owed $107,300 and $48,777, respectively, to its related parties.

In order to attract competent and talented employees and officers, the Company has entered into formal employment agreements with its key employees and officers. The Company has provided for accrued compensation with employees and officers who have participated in active management roles and worked without pay or limited pay. The accrued compensation as of March 31, 2013 and 2012 was $2,850,215 and $2,595,211, respectively. There is no set date for payment of this accrued expense. Payment of the accrued compensation is conditional upon the success of the Company and the approval of the Board of Directors of the Company. During fiscal year ended March 31, 2012, two of the Company’s officers agreed to waive their right to receive compensation accrued. As a result, the Company recorded $1,997,350 gain on settlement of accrued compensation.

As of March 31, 2013 and 2012, the Company has a note payable to a related party in the amount of $2,867,500 and related accrued interest of $727,364 and $555,314, respectively. See Note 6 for details.

As of March 31, 2013 and 2012, outstanding balances of the convertible notes payable to the related parties were $2,674,492 and $1,033,960, respectively. Accrued interest related to the notes was $248,573 and $33,647 at March 31, 2013 and 2012, respectively. See Note 7 for details.

Historically, the Company’s research, development, marketing and capital raising program relied on the continued support of related parties, their families and friends. Absent a significant capital raise from outside of the current shareholders, if these related parties, families and friends ceased providing these services on the current terms offered, the Company’s ability to continue in existence could be in jeopardy.

F-13

HYDRO PHI TECHNOLOGIES, INC.

Notes to Financial Statements

11. COMMITMENTS AND CONTINGENCIES

Operating Lease

The Company leases its Executive and Research & Development offices in Doraville, Georgia. This lease was renewed on January 1, 2012 and was extended through December 31, 2013 at a monthly rental of $2,818.

The Company has the free use of its Administration office in Pasadena, Texas from a related party, on a month-to-month basis.

Legal Issues

The Company, from time to time, may be a party to claims and legal proceedings generally incidental to its business. In the opinion of the management, after consultation with the Company’s legal counsel, there were no legal matters that are likely to have a material adverse effect on the Company’s financial position as of March 31, 2013 and 2012 and the results of operations or cash flows for the years ended March 31, 2013 and 2012.

F-14

HYDRO PHI TECHNOLOGIES, INC.

UNAUDITED BALANCE SHEETS

As of June 30, 2013 and March 31, 2013


	June 30, 2013		March 31, 2013
ASSETS

Current Assets
Cash and cash equivalents	$	60,987	$	117
Prepaid expenses and other current assets		6,569		6,569
Total Current Assets		67,556		6,686

Property and equipment, net		8,384		9,659
Intangible assets, net		822,250		838,500

Total Assets	$	898,190	$	854,845

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	1,327,045	$	1,340,151
Accounts payable and accrued liabilities – related parties		1,202,835		1,083,237
Accrued compensation		2,920,964		2,850,215
Advance from customer		60,800		60,800
Notes payable		3,461,218		3,461,218
Note payable – related party		2,867,500		2,867,500
Convertible notes payable – related party		3,212,068		2,674,492
Total Current Liabilities		15,052,430		14,337,613

Commitment and contingencies

Stockholders’ Deficit
Series A preferred stock, $0.0001 par value, 53,000,000 shares authorized; 693,000 shares issued and outstanding		69		69
Common stock, $0.0001 par value, 350,000,000 shares authorized; 32,000,000 shares issued and outstanding		3,200		3,200
Additional paid-in capital		721,731		721,731
Accumulated deficit		(14,879,240)		(14,207,768)
Total Stockholders’ Deficit		(14,154,240)		(13,482,768)

Total Liabilities and Stockholders’ Deficit	$	898,190	$	854,845

See accompanying notes to financial statements.

F-15

HYDRO PHI TECHNOLOGIES, INC.

UNAUDITED STATEMENTS OF OPERATIONS

For the three months ended June 30, 2013 and 2012


	2013		2012
Revenues	$	-	$	24,145

Operating expenses:
General and administrative		369,601		436,242
Research and development		83,425		59,769
Depreciation and amortization		17,525		19,284
Loss on disposal of property and equipment		-		22,875
Total operating expense		470,551		538,170

Operating loss		(470,551)		(514,025)

Other expenses:
Interest expense		200,921		156,489

Total other expenses		200,921		156,489

Net loss	$	(671,472)	$	(670,514)


Net loss per common share – basic and diluted	$	(0.02)	$	(0.02)

Weighted average common shares outstanding – basic and diluted		32,000,000		30,069,978

See accompanying notes to financial statements.

F-16

HYDRO PHI TECHNOLOGIES, INC.

UNAUDITED STATEMENTS OF CASH FLOWS

For the three months ended June 30, 2013 and 2012


	2013		2012
Cash Flows From Operating Activities
Net loss	$	(671,472)	$	(670,513)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		-		4,901
Depreciation and amortization		17,525		19,284
Shares issued for services		-		2,419
(Gain) loss on disposal of property and equipment		-		22,875
Changes in operating assets and liabilities:
Accounts receivable		-		6,279
Prepaid expenses and other current assets		-		4,000
Accounts payable and accrued liabilities		(13,106)		190,714
Accounts payable and accrued liabilities – related parties		119,598		99,748
Accrued compensation		70,749		99,252
Net Cash Used in Operating Activities		(476,706)		(221,041)

Cash Flows From Financing Activities
Proceeds from convertible notes – related party		537,576		192,608

Net Cash Provided by Financing Activities		537,576		192,608

Net Increase (Decrease) in Cash and Cash Equivalents		60,870		(28,433)
Cash and Cash Equivalents – Beginning of Period		117		31,167

Cash and Cash Equivalents – End of Period	$	60,987	$	2,734

Supplemental Disclosures of Cash Flows Information
Cash paid for income tax	$	-	$	-
Cash paid for interest	$	-	$	-

Noncash Investing and Financing Activities
Shares issued to purchase equipment	$	-	$	20

See accompanying notes to financial statements.

F-17

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

1. ORGANIZATION AND BUSINESS

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has recently commenced its planned operations, has a net working capital deficiency at June 30, 2013, and has an accumulated deficit of approximately $15 million as of June 30, 2013. The company also has had negative cash flows for the three months ended from its operations through June 30, 2013. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company's research, development, marketing and manufacturing efforts. While pursuing this business strategy, the Company is expected to continue operating at a loss with negative operating cash flows. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. As a result of the aforementioned factors and the related uncertainties, there can be no assurance of the Company's ability to survive.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared using the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto for the year ended March 31, 2013. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ended March 31, 2013 have been omitted.

Use of Estimates

F-18

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Cash and Cash Equivalents

The Company considers highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Property and Equipment

Intangible Assets

Impairment of Long-lived Assets

F-19

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Fair Value of Financial Instruments

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable.

Research and Development

Research and development costs are expensed as incurred. For the three months periods ended June 30, 2013 and 2012, the Company recorded research and development expense of $83,425 and $59,769, respectively.

Income Taxes

F-20

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is calculated by dividing net income (loss) available to common stockholders for the period by the weighted average shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing the net income for the period by the weighted average number of common and common equivalent shares outstanding during the period. The calculation of diluted earnings (loss) per common share assumes the dilutive effect of stock options, warrants and any other potentially dilutive securities outstanding. During a loss period, the potentially dilutive securities have an anti-dilutive effect and are not included in the calculation of dilutive net loss per common share. For the three months ended June 30, 2013, potentially issuable shares, including Series A preferred stock convertible to 693,000 shares of the Company’s common stock and notes payable convertible to 88,737,743 shares of the Company’s common stock, have been excluded from the calculation.

Subsequent Events

The Company’s management reviewed all material events through the issuance date of this report for disclosure purpose.

Recent Accounting Pronouncements

The Company does not expect that any recently issued accounting pronouncements will have a significant impact on the results of operations, financial position, or cash flows of the Company.

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


	June 30, 2013		March 31, 2013

Machinery and equipment	$	8,387	$	8,387
Computer equipment		5,840		5,840
Computer software		12,820		12,820
Office furniture and equipment		850		850

Subtotal		27,897		27,897
Less: accumulated depreciation		(19,513)		(18,238)

Total property and equipment, net	$	8,384	$	9,659

Depreciation expense for the three month periods ended June 30, 2013 and 2012 was $1,275 and $3,034, respectively.

F-21

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

3. PROPERTY AND EQUIPMENT, CONTINUED

During the three months period ended June 30, 2012, the Company received no proceeds from disposal of its equipment and recorded loss on disposal of property and equipment of $22,875.

4. INTANGIBLE ASSETS

Intangible assets consisted of the following:


	June 30, 2013		March 31, 2013

Hydrogen On Demand Intellectual Property	$	650,000	$	650,000
D2 Hydrogen Technology Intellectual Property		350,000		350,000
Other		1,000		1,000

Subtotal		1,001,000		1,001,000
Less: accumulated amortization		(178,750)		(162,500)

Total intangible assets, net	$	822,250	$	838,500

For the periods ended June 30, 2013 and 2012, amortization expense recorded by the Company on the intangible assets was $16,250.

F-22

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

5. NOTES PAYABLE

At June 30, 2013 and March 31, 2013, notes payable consisted of the following:


	June 30, 2013		March 31, 2013

Notes payable to acquire certain intangible asset, with an undetermined maturity date (at the board of directors discretion) and accrues no interest, unsecured	$	320,000	$	320,000
Notes payable to shareholders, unsecured, payable at an undermined maturity date (at the board of directors discretion), and accrues interest at 7.5% annually (“7.5% Angel Notes”)		1,793,085		1,793,085
Notes payable to shareholders, unsecured, payable at an undermined maturity date (at the board of directors discretion), and accrues interest at 15% annually (“15% Angel Notes”)		1,348,133		1,348,133

Total notes payable	$	3,461,218	$	3,461,218

6. NOTE PAYABLE – RELATED PARTY

As of June 30, 2013 and March 31, 2013, outstanding principal balance of this promissory note was $2,867,500.

7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY

On February 28, 2013, the Company issued convertible notes to a principal owner of the Company and other associated or related parties for principal amount up to $3,000,000. The principal amount due under these convertible notes has been advanced to the Company since September 14, 2009. The notes accrue interest at a rate of 10% per annum, or the interest rate paid to any unrelated third party lender or investor, whichever is higher. For the periods ended June 30, 2013, and March 31, 2013, the effective interest rate was 10% as agreed by the note holders, notwithstanding that the maximum interest rate applicable was 15%. The applicable interest rate is to apply for the entire loan period at the discretion of the lender. The notes are due on demand, secured by all assets of the Company and convertible to the Company’s common shares before December 31, 2014 at the conversion rate of either $0.05 or $0.03.

F-23

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

7. CONVERTIBLE NOTES PAYABLE – RELATED PARTY, CONTINUED

During the three months ended June 30, 2013, the Company received proceeds of $537,575 from related party convertible notes. As of June 30, 2013 and March 31, 2013, outstanding balance of the convertible notes was $3,212,068 and $2,674,492, respectively, and the related accrued interest was $322,200 and $248,573, respectively.

8. INCOME TAXES

The Company had federal NOL carry forwards of approximately $11 million as of June 30, 2013. The NOL is available to offset future taxable income and begins to expire in 2028. Under Section 382 of the Internal Revenue Code, the NOL will be limited as a result of a change in control. The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible profits. As of June 30, 2013 and March 31, 2013, the Company established valuation allowances equal to the full amount of the net deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

For the three months ended June 30, 2013, no amounts have been recognized for uncertain tax positions and no amounts have been recognized related to interest or penalties related to uncertain tax positions. The Company has determined that it is not reasonably likely for the amounts of unrecognized tax benefits to significantly increase or decrease within the next twelve months.

9. EQUITY TRANSACTIONS

Common Stock

The Company has 350,000,000 authorized common shares.

On July 19, 2012, the Company's stockholders approved a reverse split of the Company's issued and outstanding shares of common stock, par value $0.0001, at a ratio of 10:1, such that every 10 shares of common stock becomes 1 share of common stock, without amending the Company's total number of authorized common shares. All share numbers or per share information presented give effect to the reverse stock split.

During the three months ended June 30, 2012, the Company issued 20,000 shares to purchase certain equipment, recorded at their par value of $20, and issued 2,419,333 shares for services, recorded at their fair value of $2,419.

F-24

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

10. RELATED PARTY TRANSACTIONS

From time to time, the Company receives advances from its officers and stockholders for its operations. As of June 30, 2013 and March 31, 2013, the Company owed $110,258 and $107,300, respectively, to its related parties.

In order to attract competent and talented employees and officers, the Company has entered into formal employment agreements with its key employees and officers. The Company has provided for accrued compensation with employees and officers who have participated in active management roles and worked without pay or limited pay. The accrued compensation as of June 30, 2013 and March 31, 2013 was $2,920,964 and $2,850,215, respectively. There is no set date for payment of this accrued expense. Payment of the accrued compensation is conditional upon the success of the Company and the approval of the Board of Directors of the Company.

As of June 30, 2013 and March 31, 2013, the Company has a note payable to a related party in the amount of $2,867,500 and related accrued interest of $770,377 and $727,364, respectively. See Note 6 for details.

As of June 30, 2013 and March 31, 2013, outstanding balances of the convertible notes payable to the related parties were $3,212,068 and $2,674,492, respectively. Accrued interest related to the notes was $322,200 and $248,573 at June 30, 2013 and March 31, 2013, respectively. See Note 7 for details.

F-25

HYDRO PHI TECHNOLOGIES, INC.

Unaudited Notes to Financial Statements

11. COMMITMENTS AND CONTINGENCIES

Operating Lease

The Company has the free use of its Administration office in Pasadena, Texas from a related party, on a month-to-month basis.

Legal Issues

The Company, from time to time, may be a party to claims and legal proceedings generally incidental to its business. In the opinion of the management, after consultation with the Company’s legal counsel, there were no legal matters that are likely to have a material adverse effect on the Company’s financial position as of June 30, 2013 and March 31, 2013 and the results of operations or cash flows for the three months ended June 30, 2013 and 2012.

12. Subsequent Events

On September 4, 2013, the Company issued $129,997 in promissory notes to third parties. The notes bear interest at 8% per annum and mature on August 31, 2014. Warrants to purchase 1,040,000 shares of the Company’s common stock exercisable at $0.15 per share were issued in connection with the notes. These warrants expire on July 15, 2016. $44,842 was recorded as discount on the notes to be amortized to interest expense over the term of the notes.

F-26

Unaudited Pro Forma Financial Information

The following unaudited pro forma combined financial information reflects the historical results of Big Clix, Corp. (“Big Clix”) as adjusted on a pro forma basis to give effect to Big Clix’s acquisition of the operating subsidiary, Hydro Phi Technologies, Inc. (“Hydro Phi”) (“Acquisition”).

The unaudited pro forma combined balance sheet is based on the unaudited June 30, 2013 balance sheets of Big Clix and Hydro Phi and includes pro forma adjustments to give effect to the Acquisition as if it occurred on June 30, 2013. The unaudited pro forma combined statement of operations for the three months ended June 30, 2013 is based on the unaudited statements of operations of Hydro Phi and Big Clix for the three months ended June 30, 2013 and include pro forma adjustments to give effect to the Acquisition as if it occurred on April 1, 2013. The unaudited pro forma combined statement of operations for the year ended March 31, 2013 is based on the unaudited statements of operations of Hydro Phi for the year ended March 31, 2013 and the unaudited statements of operations of Big Clix for the twelve months ended March 31, 2013 and include pro forma adjustments to give effect to the Acquisition as if it occurred on April 1, 2012.

The pro forma adjustments reflecting the Acquisition under the acquisition method of accounting are preliminary and include the use of estimates and assumptions as described in the related notes. The pro forma adjustments are based on information available to management at the time these pro forma combined financial statements were prepared. The Company believes the estimates and assumptions used are reasonable and the significant effects of the transaction are properly reflected. However, the estimates and assumptions are subject to change as additional information becomes available. The pro forma statements do not reflect any cost savings (or associated costs to achieve such savings) from operating efficiencies, synergies or other restructuring that could result from the Acquisition.

These unaudited pro forma combined financial statements are provided for illustrative purposes only and are not necessarily indicative of the results that actually would have occurred had the transactions been in effect on the dates or for the periods indicated, or of results that may occur in the future. The Pro Forma Statements should be read in conjunction with (a) the historical financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are set forth in this 8-K, and (b) the historical financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are set forth in Big Clix’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

P-1

Big Clix, Corp. and Hydro Phi Technologies, Inc.

UNAUDITED PRO-FORMA COMBINED BALANCE SHEET

As of June 30, 2013

(unaudited)


	Hydro Phi Technologies, Inc.		Big Clix, Corp.		Pro Forma Adjustments			Pro Forma Combined
Assets
Current Assets
Cash and cash equivalents	$	60,987	$	3,444				$	64,431
Prepaid expenses and other current assets		6,569		-					6,569
Total Current Assets		67,556		3,444					71,000

Property and equipment, net		8,384		-					8,384
Intangible assets, net		822,250		-					822,250
Total Assets	$	898,190	$	3,444				$	901,634

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	1,327,045	$	1,035		(1,035)	⁽³⁾	$	436,934
						(915,111)	⁽⁵⁾
						25,000	⁽⁶⁾
Accounts payable and accrued liabilities – related parties		1,202,835		-		217,545	⁽⁵⁾		1,420,380
Accrued compensation		2,920,964		-		(1,060,267)	⁽²⁾		1,860,697
Advance from customer		60,800		-					60,800
Notes payable		3,461,218		16,750		(16,750)	⁽³⁾		1,513,348
						(1,947,870)	⁽⁵⁾
Note payable – related party		2,867,500		-		(2,867,500)	⁽⁵⁾		-
Convertible notes payable – related party		3,212,068		-		(3,212,068)	⁽⁵⁾		-
Total Current Liabilities		15,052,430		17,785					5,292,159

Commitment and contingencies

Stockholders’ Deficit
Preferred stock		69		-		(69)	⁽⁵⁾		-
Common stock		3,200		17,160		(15,630)	⁽¹⁾		9,730
						(3,200)	⁽⁵⁾
						8,200	⁽⁵⁾
Additional paid-in capital		721,731		3,840		15,630	⁽¹⁾		10,503,985
						17,785	⁽³⁾
						(35,341)	⁽⁴⁾
						8,720,073	⁽⁵⁾
						1,060,267	⁽²⁾
Accumulated deficit		(14,879,240)		(35,341)		35,341	⁽⁴⁾		(14,904,240)
						(25,000)	⁽⁶⁾
Total stockholders’ deficit		(14,154,240)		(14,341)					(4,390,525)

Total liabilities and stockholders’ deficit	$	898,190	$	3,444				$	901,634

(1) To record cancellation of Big Clix’s shares returned by certain shareholders.

(2) To record issuance of warrants by Hydro Phi to purchase 12,673,510 shares of Hydro Phi’s common stock (3,313,336 shares of Big Clix Corp.’s common stock after the reverse merger) to settle certain accrued compensation.

(3) To remove liabilities assumed by the shareholders of Big Clix, Corp.

(4) To eliminate accumulated deficit of Big Clix, Corp.

(5) To record conversion of notes payable, accounts payable and preferred stock of Hydro Phi Technologies, Inc. to common stock of Big Clix, Corp. concurrent with the reverse merger.

(6) To record $25,000 advisory fee paid as consideration for services by Crescendo Communications, LLC, in structuring the merger and other advisory services during the merger process.

P-2

Big Clix, Corp. and Hydro Phi Technologies, Inc.

UNAUDITED PRO-FORMA COMBINED STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2013

(unaudited)


	Hydro Phi Technologies, Inc.		Big Clix, Corp.		Pro Forma Adjustments			Pro Forma Combined

Revenues	$	-	$	-				$	-

Operating expenses:
General and administrative		369,601		947	$	25,000	⁽¹⁾		395,548
Research and development		83,425		-					83,425
Depreciation and amortization		17,525		-					17,525
Total operating expense		470,551		947		25,000			496,498

Operating loss		(470,551)		(947)		(25,000)			(496,498)

Other (income) expenses:
Interest expense		200,921		-					200,921
(Gain) loss on disposal of property and equipment		-		-					-
Total other (income) expense		200,921		-					200,921

Net loss	$	(671,472)	$	(947)	$	(25,000)		$	(697,419)


Net loss per common share - basic and diluted								$	(0.01)

Weighted average common shares outstanding - basic and diluted									97,300,000

(1) To record $25,000 advisory fee paid as consideration for services by Crescendo Communications, LLC, in structuring the merger and other advisory services during the merger process.

P-3

Big Clix, Corp. and Hydro Phi Technologies, Inc.

UNAUDITED PRO-FORMA COMBINED STATEMENT OF OPERATIONS

For the Year Ended March 31, 2013


	Hydro Phi Technologies, Inc.		Big Clix, Corp.		Pro Forma Adjustments			Pro Forma Combined

Revenues	$	53,700	$	-				$	53,700

Operating expenses:
General and administrative		1,759,009		15,751	$	25,000	⁽¹⁾		1,799,760
Research and development		468,042		-					468,042
Depreciation and amortization		73,913		-					73,913
(Gain) loss on disposal of property and equipment		17,875		-					17,875
Total operating expense		2,318,839		15,751		25,000			2,359,590

Operating loss		(2,265,139)		(15,751)		(25,000)			(2,305,890)

Other (income) expenses:
Interest expense		718,819		-					718,819
Total other (income) expense		718,819		-					718,819

Net loss	$	(2,983,958)	$	(15,751)	$	(25,000)		$	(3,024,709)


Net loss per common share - basic and diluted								$	(0.03)

Weighted average common shares outstanding - basic and diluted									97,300,000

(1) To record $25,000 advisory fees accrued as consideration for services by Crescendo Communications, LLC.

P-4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


	BIG CLIX, CORP.


Date: September 25, 2013	By:	/S/ Roger M. Slotkin

		Roger M. Slotkin,
		Chief Executive Officer and Director

HydroPhi Technologies Group, Inc. - FORM 8-K - September 25, 2013

Attached files

HydroPhi Technologies Group, Inc. Reports