Lithium Corp - FORM 8-K - February 2, 2011


                          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) January 31, 2011


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

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                   333-137481
                            (Commission File Number)

                                   06-1781911
                       (IRS Employer Identification No.)

           3200 N. Hayden Road, Suite 300, Scottsdale, Arizona, 85251
             (Address of principal executive offices and Zip Code)

                                  480-406-8220
               Registrant's telephone number, including area code

                                      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

On January 27,  2011,  we issued an  aggregate  of 250,000  shares of our common
stock in a private placement,  raising gross proceeds of $250,000,  or $1.00 per
share.  We have  issued the shares to two (2)  non-US  persons  (as that term is
defined  in  Regulation  S of  the  Securities  Act  of  1933)  in  an  offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

                                   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/ Alexander Walsh
-------------------------------
Alexander Walsh
President

January 31, 2011
Lithium Corp - FORM 8-K - February 2, 2011

Lithium Corp Reports
