UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2
(AMENDMENT NO. ___)*
Lithium Exploration Group, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
53680P100
(CUSIP Number)
August 8, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1 (b)
☒ Rule 13d-1 (c)
☐ Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 6 Pages
| CUSIP No. 53680P100 | 13G | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Black Mountain Equities, Inc. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
20,645,463 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
20,645,463 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,645,463 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% | ||
| 12 | TYPE OF REPORTING PERSON*
CO | ||
* SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 53680P100 | 13G | Page 3 of 6 Pages |
| 1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Adam Baker | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | |
| 6 | SHARED VOTING POWER
20,645,463 | ||
| 7 | SOLE DISPOSITIVE POWER
0 | ||
| 8 | SHARED DISPOSITIVE POWER
20,645,463 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,645,463 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% | ||
| 12 | TYPE OF REPORTING PERSON*
IN | ||
* SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 53680P100 | 13G | Page 4 of 6 Pages |
| Item 1(a). | Name of Issuer: |
Lithium Exploration Group, Inc.
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
3200 N. Hayden Road, Suite 235, Scottsdale, Arizona, 85251
| Item 2(a). | Name of Persons Filing: |
Black Mountain Equities, Inc.
Adam Baker
All of the securities covered by this report are owned directly by Black Mountain Equities, Inc. Adam Baker is the controlling shareholder and president of Black Mountain Equities, Inc. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Adam Baker is the beneficial owner of any of the securities covered by this statement, and Adam Baker expressly disclaims any equitable or beneficial ownership of such securities.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Address for all filers: c/o Black Mountain Equities, Inc., 7924 Ivanhoe Ave., Suite #2, La Jolla, CA 92037
| Item 2(c). | Citizenship: |
Black Mountain Equities, Inc. was formed under the laws of the State of California.
Adam Baker is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value
| Item 2(e). | CUSIP Number: |
53680P100
| Item 3. | If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
| Item 4. | Ownership: |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: 20,645,463* shares of Common Stock as of August 8, 2014 |
| (b) | Percent of Class: 9.9%* |
The Reporting Persons’ beneficial ownership of 20,645,463* shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon 177,179,272 shares of Common Stock outstanding as of May 19, 2014, as reported by the Issuer in its most recent Form 10-Q, plus 10,715,293 shares of Common Stock recently issued to one person on June 2, 2014, as reported by the Issuer in a Form 8-K, plus 20,645,463 shares of Common Stock issued to Black Mountain Equities, Inc. (“BME”) on or about August 8, 2014.
| CUSIP No. 53680P100 | 13G | Page 5 of 6 Pages |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 20,645,463* |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 20,645,463*
|
*Subject to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 46,925,763 shares of Common Stock, consisting of (i) 20,645,463 shares of Common Stock (“Shares”) held by BME and received upon exercise of that certain Warrant issued to BME by the Issuer on or about March 3, 2014 (“Warrant”), (ii) 7,666,667 shares of Common Stock issuable upon conversion of a 15% OID Convertible Note Due April 1, 2015 (“Note”) issued to BME in the principal amount of $115,000 (assuming no interest accrual and a conversion price of $0.015), and (iii) 10,946,967 shares of Common Stock remaining to be issued to BME pursuant to the Warrant, subject to the Ownership Limitation.
In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible and the Warrant is exercisable is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation. Therefore, in accordance with the Ownership Limitation, based upon 208,540,028 shares of Common Stock outstanding, each of the Reporting Persons beneficially owns 20,645,463 shares of Common Stock and disclaims beneficial ownership of 18,613,634 shares of Common Stock.
In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Adam Baker, in his capacity as shareholder or president of BME, is the beneficial owner of the Shares, the Note or Warrant. Adam Baker expressly disclaims any equitable or beneficial ownership of the Shares, the Note and Warrant.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company of Control Person: |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9. | Notice of Dissolution of Group: |
Not Applicable
| Item 10. | Certification: |
By signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 53680P100 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| August 8, 2014 | ||
| BLACK MOUNTAIN EQUITIES, INC. | ||
| By: | /s/ Adam Baker | |
| Name: | Adam Baker | |
| Title: | President | |
| /s/ Adam Baker | ||
| Adam Baker | ||
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations(see 18 U.S.C. 1001).
