UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2
| Hydrophi Technologies Group, Inc. |
| (Name of Issuer) |
| COMMON STOCK, $0.0001 PAR VALUE |
| (Title of Class of Securities) |
| 44902P101 |
| (CUSIP Number) |
| March 24, 2015 |
| (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) |
| þ | Rule 13d-1(c) |
| £ | Rule 13d-1(d) |
(Page 1 of 10 Pages)
| * | 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 on 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).
SCHEDULE 13G
CUSIP No.44902P101
| 1. | NAMES OF REPORTING PERSONS 31 Group, LLC
| ||
2.
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)£ (b)£ | ||
| 3. | SEC USE ONLY
| ||
4.
| CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
5.
|
SOLE VOTING POWER 15,559,067* | |
6.
| SHARED VOTING POWER -0-(See Item 4) | ||
EACH REPORTING PERSON WITH | 7.
| SOLE DISPOSITIVE POWER 15,559,067* | |
8.
| SHARED DISPOSITIVE POWER -0-(See Item 4) | ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
9.
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,559,067* | ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
10.
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ | ||
11.
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on the total of 155,746,414 outstanding shares of Common Stock) | ||
12.
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – limited liability company
| ||
| 2 |
SCHEDULE 13G
CUSIP No.44902P101
| 1. | NAMES OF REPORTING PERSONS Magna Equities II, LLC
| ||
2.
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)£ (b)£ | ||
| 3. | SEC USE ONLY
| ||
4.
| CITIZENSHIP OR PLACE OF ORGANIZATION New York
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
5.
|
SOLE VOTING POWER 15,559,067* | |
6.
| SHARED VOTING POWER -0-(See Item 4) | ||
EACH REPORTING PERSON WITH
| 7.
| SOLE DISPOSITIVE POWER 15,559,067* | |
8.
| SHARED DISPOSITIVE POWER -0-(See Item 4)
| ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
9.
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,559,067* | ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
10.
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ | ||
11.
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on the total of 155,746,414 outstanding shares of Common Stock) | ||
12.
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – limited liability company
| ||
| 3 |
SCHEDULE 13G
CUSIP No.44902P101
| 1. | NAMES OF REPORTING PERSONS Magna Equities I, LLC
| ||
2.
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)£ (b)£ | ||
| 3. | SEC USE ONLY
| ||
4.
| CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
5.
|
SOLE VOTING POWER 15,559,067* | |
6.
| SHARED VOTING POWER -0-(See Item 4) | ||
EACH REPORTING PERSON WITH
| 7.
| SOLE DISPOSITIVE POWER 15,559,067* | |
8.
| SHARED DISPOSITIVE POWER -0-(See Item 4)
| ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
9.
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,559,067* | ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
10.
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ | ||
11.
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on the total of 155,746,414 outstanding shares of Common Stock) | ||
12.
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – limited liability company
| ||
| 4 |
SCHEDULE 13G
CUSIP No.44902P101
| 1. | NAMES OF REPORTING PERSONS Joshua Sason
| ||
2.
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)£ (b)£ | ||
| 3. | SEC USE ONLY
| ||
4.
| CITIZENSHIP OR PLACE OF ORGANIZATION United States
| ||
NUMBER OF SHARES BENEFICIALLY OWNED BY |
5.
|
SOLE VOTING POWER 15,559,067* | |
6.
| SHARED VOTING POWER -0-(See Item 4) | ||
EACH REPORTING PERSON WITH | 7.
| SOLE DISPOSITIVE POWER 15,559,067* | |
8.
| SHARED DISPOSITIVE POWER -0-(See Item 4) | ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
9.
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,559,067* | ||
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).
| |||
10.
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ | ||
11.
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99% (based on the total of 155,746,414 outstanding shares of Common Stock) | ||
12.
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
| ||
| 5 |
SCHEDULE 13G
CUSIP No.44902P101
Item 1.
| (a) | Name of Issuer Hydrophi Technologies Group, Inc., a Florida corporation | |
| (b) | Address of Issuer’s Principal Executive Offices Oakcliff Road Suite C6 Doraville, GA 30340 | |
Item 2.
| (a) | Name of Person Filing
This Schedule 13G (this “Schedule 13G”) is being jointly filed by 31 Group, LLC, a New York limited liability Company (“31 Group”), Magna Equities I, LLC, a Delaware limited liability company (“Magna Equities I”), Magna Equities II, LLC, a New York limited liability company (“Magna Equities II”)andJoshua Sason(“Mr. Sason” each, a “Reporting Person” and, collectively, the “Reporting Persons”). | |
| (b) | The address of the principal business office of each of the Reporting Persons is: 5 Hanover Square, New York, New York 10004. | |
| (c) | Citizenship Magna Equities I is a Delaware limited liability company. Magna Equities II is a New York limited liability company. 31 Group, LLC is a New York limited liability company. Mr. Sason is a United States citizen.
| |
| (d) | Title of Class of Securities Common Stock, $0.0001 par value (the “Common Stock”) | |
| (e) | CUSIP Number 44902P101 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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SCHEDULE 13G
CUSIP No.44902P101
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: |
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
| (b) | Percent of class: |
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
| The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
| (ii) | Shared power to vote or to direct the vote |
| The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
| (iii) | Sole power to dispose or to direct the disposition of |
| The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
| (iv) | Shared power to dispose or to direct the disposition of |
| The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
31 Group may acquire the 15,559,067 shares of Common Stock, which are issuable upon the conversion of outstanding convertible promissory notes of the Issuer. Magna Equities II owns 50% of all membership interests in 31 Group. Mr. Sason owns all membership interest in Magna Equities I and Magna Equities II and acts as the manager to 31 Group. Accordingly, Mr. Sason, Magna Equities I and Magna Equities II may be deemed to be a beneficial owner and have sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the securities owned directly by Magna Equities I,Magna Equities II, and 31 Group. Neither the Reporting Persons nor any of their affiliates are registered broker-dealers or an associated person of a registered broker-dealer.
| 7 |
SCHEDULE 13G
CUSIP No.44902P101
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 person has 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.
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 I certify that, to the best of my 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 the 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.
[Signatures on following page]
| 8 |
SCHEDULE 13G
CUSIP No.44902P101
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 1, 2015
| 31 Group, LLC | ||||
| By: | /s/ Joshua Sason | |||
| Name: | Joshua Sason | |||
| Title: | Managing Member | |||
| Magna Equities I, LLC | ||||
| By: | /s/ Joshua Sason | |||
| Name: | Joshua Sason | |||
| Title: | Managing Member | |||
| Magna Equities II, LLC | ||||
| By: | /s/ Joshua Sason | |||
| Name: | Joshua Sason | |||
| Title: | Managing Member | |||
| Joshua Sason | ||||
| /s/ Joshua Sason | ||||
| JOSHUA SASON | ||||
| 9 |
SCHEDULE 13G
CUSIP No.44902P101
EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement, dated as of March 24, 2015, by and between 31 Group, LLC, Magna EquitiesI, LLC, Magna Equities II, LLC, and Joshua Sason.
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