If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See 240.13d
-7(b) for other parties to whom copies are to be sent.
*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 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 13D
1
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NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JDF Capital
Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
John Fierro is a citizen and resident of the United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
10,715,293 common
shares
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8
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SHARED VOTING POWER
n/a
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9
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SOLE DISPOSITIVE POWER
10,715,293
common shares
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10
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SHARED DISPOSITIVE POWER
n/a
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
10,715,293 common shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
5.82% based on 184,179,272 common shares issued
and outstanding as of June 2, 2014.
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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Page 2
Item 1. Security and Issuer
This Statement relates to common shares with a par value of
$0.001 of Lithium Exploration Group, Inc. (the “
Issuer
”). The principal
executive offices of the Issuer are located at 3800 North Central Avenue, Suite
820, Phoenix, Arizona 85012.
Item 2. Identity and Background
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(a)
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The name of the Reporting Person is JDF Capital Inc.
(“
JDF Capital
”).
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(b)
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John D. Fierro is President of JDF Capital. The director
of JDF Capital is John D. Fierro. John D. Fierro holds 100% of the shares
in JDF Capital.
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(c)
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JDF Capital’s place of business is 84 Tulip Ln.,
Freehold, New Jersey 07728.
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(d)
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JDF Capital’s business in private investments.
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(e)
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Neither Mr. Fierro nor JDF Capital have not been
convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last five years.
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(f)
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Neither Mr. Fierro nor JDF Capital have been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction where, as a result of such proceeding, there was or is a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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(g)
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Mr. Fierro is a citizen and resident of the United
States.
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Item 3. Source and Amount of Funds or Other Considerations
On June 2, 2014, Mr. Fierro acquired an aggregate of 10,715,293
shares of the Issuer’s common stock pursuant to cashless conversion, at a deemed
price of $0.2125 per share, of debt provided to the Issuer on September 16, 2013
and October 15, 2013 pursuant to a securities purchase agreement dated September
13, 2013. The funds initially provided to the Issuer were Mr. Fierro’s personal
funds.
Item 4. Purpose of Transaction
The purpose of the transaction described above was for
investment. Depending on market conditions and other factors, JDF Capital may
acquire additional shares of the Issuer’s common stock as it deems appropriate,
whether in open market purchases, privately negotiated transactions or
otherwise. JDF Capital also reserves the right to dispose of some or all of the
shares in the open market, in privately negotiated transactions to third parties
or otherwise.
As of the date hereof, except as described above, JDF Capital
expects to evaluate on an ongoing basis the investment in the Issuer, and may
from time to time acquire additional or dispose of shares of common stock (in
each case, depending upon general investment policies, market conditions and
other factors) or formulate other purposes, plans or proposals regarding the
Issuer or the common stock held by the JDF Capital to the extent deemed
advisable in light of general investment policies, market conditions and other
factors. Any such acquisitions or dispositions may be made, subject to
applicable law, in open market transactions, privately negotiated transactions
or, in the case of dispositions, pursuant to a registration statement. JDF
Capital may act independently in evaluating and effecting any such
transactions.
Page 3
As of the date hereof, except as described above, JDF Capital
does not have any plans or proposals which relate to or would result in:
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(a)
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the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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(d)
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any change in the present board of directors or
management of the Issuer including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
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(e)
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any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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any other material change in the Issuer’s business or
corporate structure;
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(g)
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changes in the Issuer’s Certificate of Incorporation or
other actions which may impede the acquisition of control of the Issuer by
any person;
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(h)
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causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
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(j)
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any action similar to any of those enumerated
above.
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Item 5. Interest in Securities of the Issuer
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(a)
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As of June 2, 2014, the aggregate number and percentage
of common shares of the Issuer beneficially owned by JDF Capital are
10,715,293 common shares, or approximately 5.82% of the Issuer,
respectively.
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(b)
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JDF Capital has the sole power to vote or direct the
vote, and to dispose or direct the disposition, of 10,715,293 shares of
common stock of the Issuer.
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(c)
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The Issuer was indebted to JDF Capital for funds provided
to the Issuer in the amount of USD$672,000 pursuant to the conditions of a
securities purchase agreement dated March 1, 2013 (the
“
SPA
”).
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On January 6, 2014, JDF Capital entered into a securities
amendment and settlement agreement (the “
Settlement Agreement
”)
with the Issuer, where the Issuer agreed to convert the remaining $522,000
portion of the SPA into 522,000 shares of Series B Convertible Preferred
Stock of the Issuer (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 Issuer by cashless conversion at
a price of 50% of the lowest traded price of the previous 20 trading days
of a notice to convert.
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Page 4
On March 17, 2014, we received a notice
of conversion from JDF Capital to convert 122,175 Preferred Shares outstanding
due to JDF into 6,750,000 shares of common stock of the Issuer at a deemed
conversion rate of USD$0.0181 per share, pursuant to the conversion terms of the
Preferred Shares, the SPA and the Settlement Agreement.
On April 8, 2014, the Issuer received a
notice of conversion from JDF to convert 159,825 Preferred Shares outstanding
due to JDF into 6,948,913 shares of common stock of the Issuer at a deemed
conversion rate of USD$0.0230 per share, pursuant to the conversion terms of the
Preferred Shares, the SPA and the Settlement Agreement.
Additionally, the Issuer was indebted
to JDF Capital for funds provided to the Issuer in the amount of USD$306,250
pursuant to the conditions of a securities purchase agreement dated September
13, 2013.
Pursuant to the Settlement Agreement
with the Issuer, where we agreed to convert the remaining $306,250 portion of
the SPA into the Preferred Shares, being 1 Preferred Share per $1 remaining
payable pursuant to the SPA.
On May 14, 2014, we received a notice
of conversion from JDF Capital to convert 149,800 Preferred Shares outstanding
due to JDF Capital into 7,000,000 shares of common stock of the Issuer at a
deemed conversion rate of USD$0.0214 per share, pursuant to the conversion terms
of the Preferred Shares, the SPA and the Settlement Agreement.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as set forth above or set forth in the exhibits, there
are no contracts, arrangements, understandings or relationships between Mr.
Fierro and any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Form of Securities Purchase Agreement dated as of
September 13, 2013, furnished as Exhibit 10.1 to the Form 8-K filed on September
27, 2013, and the Settlement Agreement dated January 3, 2014, furnished as
Exhibit 10.1 to the Form 8-K filed on January 9, 2014, are incorporated herewith
by reference.
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.
June 20,
2014
Dated
/s/John
Fierro
Signature
Page 5
John Fierro, President
Name/Title
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).