UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934


Lithium Exploration Group, Inc.

(Name of issuer)


Common Stock, $0.001 value per share

(Title of class of securities)


53680P100

(CUSIP number)


August 28, 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)


  X .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 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).


Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


SEC 1745 (1-06)


Page 1 of 7 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)

VISTA CAPITAL INVESTMENTS, LLC.


EIN: 27-4439472

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      .

(b)  X .

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION


California

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


18,113,654

EACHREPORTING

PERSON WITH

7

SOLE DISPOSITIVE POWER


0

 

8

SHARED DISPOSITIVE POWER


18,113,654

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


18,113,654

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       .

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


7.15%

12

TYPE OF REPORTING PERSON*


OO- Limited Liability Company





CUSIP No . 53680P100

13G

Page 3 of 6 Pages


1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


David Clark

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)      .

(b)  X .

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

5

SOLE VOTING POWER


0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER


18,113,654

EACHREPORTING

PERSON WITH

7

SOLE DISPOSITIVE POWER


0

 

8

SHARED DISPOSITIVE POWER


18,113,654

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


18,113,654

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*       .

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


7.15%

12

TYPE OF REPORTING PERSON*


IN




CUSIP No . 53680P100

13G

Page 4 of 6 Pages


Item 1

(a)

Name of Issuer:


Lithium Exploration Group, Inc., a Nevada corporation


(b)

Address Of Issuer's Principal Executive Offices:


3200 N. Hayden Road, Suite 235, Scottsdale, Arizona, 85251


Item 2

(a)

Name of Person Filing:


VISTA CAPITAL INVESTMENTS, LLC.

David Clark


All of the securities covered by this report are owned directly by Vista Capital Investments, LLC. David Clark is a member and principal of Vista Capital Investments, LLC. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that David Clark is the beneficial owner of any of the securities covered by this statement, and David Clark expressly disclaims any equitable or beneficial ownership of such securities.


(b)

Address of Principal Business Office, or, if none, Residence:


Address for all filers:  402 West Broadway, San Diego, California 92101


(c)

Citizenship:


Vista Capital Investments, LLC was formed under the laws of the State of California.

David Clark is a United States citizen.


(d)

Title of Class of Securities:


Common Stock, $0.001 value per share


(e)

Cusip Number:


53680P100


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:


Not Applicable


Item 4

Ownership


(a) Amount beneficially owned: 18,113,654


(b) Percent of class:  7.15%*


*The Reporting Persons’ beneficial ownership of 18,113,654 shares of Common Stock constitutes 7.15%* of all the outstanding shares of Common Stock, based upon a total of 253,319,726 shares of Common Stock as reported by the Issuer on a preliminary proxy statement filed on August 26, 2014.


(c) Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote


0




CUSIP No . 53680P100

13G

Page 5 of 6 Pages


(ii) Shared power to vote or to direct the vote


18,113,654*


(iii) Sole power to dispose or to direct the disposition of


(iv) Shared power to dispose or to direct the disposition of


18,113,654*


*The the Reporting Persons may be deemed to beneficially own 18,113,654 shares of Common Stock (“Shares”) held by Vista Capital Investments, LLC (“Vista”) and received upon adjusted exercise of that certain Warrant issued to Vista by the Issuer on or about February 28, 2014.


In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that David Clark, in his capacity member or principal of Vista, is the beneficial owner of the Shares. David Clark expressly disclaims any equitable or beneficial ownership of the Shares.


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


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.




CUSIP No . 53680P100

13G

Page 6 of 6 Pages


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.


 

VISTA CAPITAL MANAGEMENT, LLC.

 

 

 

 

By:

/s/ David Clark

 

Name:

David Clark

 

Title:

Member and Principal

 

 

 

 

 

/s/ David Clark

 

 

David Clark


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 the 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.


NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.


Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)