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) March 21, 2014
 
LITHIUM EXPLORATION GROUP, INC.
(Exact name of registrant as specified in its charter)

Nevada 333-175883 06-1781911
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation)   Identification No.)

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

Registrant’s telephone number, including area code (480) 641-4790
 
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
   
[ ]       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
   
ITEM 3.02 Unregistered Sales of Equity Securities
   
Our company was indebted to JDF Capital Inc. (“JDF”) for funds provided to us in the amount of USD$306,250 pursuant to the conditions of a securities purchase agreement dated September 13, 2013 (the “SPA”), among our company and JDF.
On January 6, 2014, JDF entered into a securities amendment and settlement agreement (the “Settlement Agreement”) with us, where we agreed to convert the remaining $306,250 portion of the SPA into 306,250 shares of Series B Convertible Preferred Stock of our company (the “Preferred Shares”), being 1 Preferred Share per $1 remaining payable pursuant to the SPA. Each Preferred Share is convertible into common shares of the Company by cashless conversion at a price of 50% of the lowest traded price of the previous 20 trading days of a notice to convert.
On January 21, 2014, JDF entered into a securities purchase agreement with Inlight Capital Partners LLC (“Inlight”), wherein the parties agreed to assign an aggregate of 135,000 Preferred Shares of the SPA to Inlight, which Inlight acquired benefits of the Preferred Shares pursuant to the SPA and the Settlement Agreement from JDF.


2

On March 21, 2014, we received a notice of conversion from Inlight to convert 39,016 Preferred Shares outstanding due to Inlight into 1,736,372 shares of our company’s common stock at a deemed conversion rate of USD$0.0160 per share, pursuant to the conversion terms of the Preferred Shares, the SPA and the Settlement Agreement.

As of March 21, 2014, we issued 1,736,372 common shares of our company to one person pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended, on the basis that they represented to our company that they were an “accredited investor” as such term is defined in Rule 501(a) of Regulation D.

Item 9.01 Financial Statements and Exhibits
   
10.1 Securities Purchase Agreement dated as of February 19, 2013 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on February 25, 2013).
   
10.2 Settlement Agreement dated January 3, 2014 between our company and JDF Capital Inc. (incorporated by reference to our Current Report on Form 8-K filed on January 9, 2014).
   
10.3 Securities Purchase Agreement dated January 21, 2014 between our company and Inlight Capital Partners LLC (incorporated by reference to our Current Report on Form 8-K filed on March 19, 2014 as Exhibit 10.3).

SIGNATURES

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

LITHIUM EXPLORATION GROUP, INC.

/s/Alex Walsh  
Alex Walsh  
President and Director  
   
Date: March 25, 2014