Lithium Exploration Group, Inc. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Lithium Exploration Group, Inc.	Financial_Report.xls
EX-31.1 - SECTION 302 CERTIFICATION - Lithium Exploration Group, Inc.	exhibit31-1.htm
EX-32.2 - SECTION 906 CERTIFICATION - Lithium Exploration Group, Inc.	exhibit32-2.htm
EX-32.1 - SECTION 906 CERTIFICATION - Lithium Exploration Group, Inc.	exhibit32-1.htm
EX-31.2 - SECTION 302 CERTIFICATION - Lithium Exploration Group, Inc.	exhibit31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ___________________

Commission File Number 333-137481

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

Nevada	06-1781911
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3200 N. Hayden Road, Suite 235, Scottsdale, Arizona	85251
(Address of principal executive offices)	(Zip Code)

480-641-4790
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
38,379,262 common shares issued and outstanding as of November 6, 2012.

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II – OTHER INFORMATION		32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
SIGNATURES		36

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited interim financial statements for the three month period ended September 30, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

LITHIUM EXPLORATION GROUP, INC.
(An Exploration Stage Company)

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30, 2012

(Unaudited)

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Unaudited)

		*September 30,*			June 30,
		*2012*			2012
		*(Unaudited)*
ASSETS


Current
Cash and cash equivalents	$	681,819		$	1,239,603
Prepaid expenses		185,631			-
Total current assets		867,450			1,239,603

Investment (Note 8)		197,393			197,393

Total Assets	$	1,064,843		$	1,436,996

LIABILITIES

Current
Accounts payable and accrued liabilities	$	66,512		$	52,898
Derivative liability (Note 6)		1,482,940			2,159,035
Due to related party (Note 7)		45,332			45,332
Convertible debentures (net of discount of $40,042and $2,283,600) (Note 6)		2,726,392			1,573,743
Accrued interest (Note 6)		10,809			18,273

Total Current Liabilities		4,331,985			3,849,281

STOCKHOLDERS’ DEFICIT

Capital stock (Note 3)
Authorized: 100,000,000 preferred shares, $0.001 par value 500,000,000 common shares, $0.001 par value

Issued and outstanding: 58,316,762 common shares (June 30, 2012 – 54,416,272)		58,318			54,417
Additional paid-in capital		27,367,928			26,752,229
Deficit accumulated during the exploration stage					(29,218,931	)
		(30,693,388	)
Total Stockholders’ Deficit		(3,267,142	)		(2,412,285	)

Total Liabilities and Stockholders’ Deficit	$	1,064,843		$	1,436,996

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

								Cumulative from
		Three Months						Inception
		Ended September 30,						(May 31, 2006) to
		2012			2011			September 30, 2012

Revenue	$	-		$	-		$	-

Operating Expenses:
Advertising		39,652			10,788			179,879
Consulting fees (Notes 3 & 7)		87,989			93,675			474,312
Director fees (Note 3)		-			-			17,913,000
General and administrative		17,730			16,677			90,233
Investor relations (Note 3)		24,000			451,200			812,000
Management fees		-			-			45,000
Mining expenses (Notes 3 & 5)		34,321			77,046			7,321,857
Professional fees		93,031			31,572			566,969
Travel		13,689			14,792			74,015
Wages		75,355			56,950			289,236

Loss from operations		(385,767	)		(752,700	)		(27,766,501	)

Other income (expenses)
Interest expense (Note 6)		(1,764,785	)		(831,146	)		(6,685,312	)
Gain on derivative liability (Note 6)		676,095			1,385,541			3,758,425

Loss before income taxes		(1,474,457	)		(198,305	)		(30,693,388	)

Provision for Income Taxes (Note 4)		-			-			-

Net loss for the period		(1,474,457	)		(198,305	)		(30,693,388	)

Basic and Diluted Loss per Common Share	$	(0.03	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding		56,309,009			51,115,476

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Period of Inception (May 31, 2006) to September 30, 2012 (Unaudited)

	Common Stock
							Deficit Accumulated
	Number of				Additional Paid-in		During the Exploration			Stockholders’ Equity
	Shares		Amount		Capital		Stage			(Deficit)

Inception – May 31, 2006	-	$	-	$	-	$	-		$	-
Common shares issued to a founder at $0.01 cash per share, June 6, 2006	20,000,000		20,000		-		-			20,000
Loss for the period (Unaudited)	-		-		-		(2,687	)		(2,687	)

Balance – June 30, 2006 (Unaudited)	20,000,000		20,000		-		(2,687	)		17,313
Common shares issued to founders at $0.01 per share, July 1, 2006	10,000,000		10,000		-		-			10,000
Common shares issued for cash at $0.04 per share, December 11, 2006	17,375,000		17,375		52,125		-			69,500
Loss for the year (Unaudited)	-		-		-		(59,320	)		(59,320	)

Balance – June 30, 2007 (Unaudited)	47,375,000		47,375		52,125		(62,007	)		37,493
Loss for the year	-		-		-		(22,888	)		(22,888	)
Balance – June 30, 2008	47,375,000		47,375		52,125		(84,895	)		14,605
Loss for the year	-		-		-		(31,624	)		(31,624	)
Balance – June 30, 2009	47,375,000		47,375		52,125		(116,519	)		(17,019	)
Loss for the year	-		-		-		(20,639	)		(20,639	)
Balance – June 30, 2010	47,375,000		47,375		52,125		(137,158	)		(37,658	)
Common shares issued for cash at $1.00 per share, January 27, 2011	250,000		250		249,750		-			250,000
Common shares issued for cash at $5.25 per share, April 28, 2011	190,476		191		999,809		-			1,000,000
Common shares issued for mining expenses and related finder’s fees	500,000		500		49,500		-			50,000
Common shares issued for settlement of mining expenses	200,000		200		739,800		-			740,000
Common shares issued for director fees	2,300,000		2,300		17,592,700		-			17,595,000
Common shares issued for investor relations	300,000		300		701,700		-			702,000

Options issued for mining expenses					4,940,000					4,940,000
Loss for the year	-		-		-		(25,891,334	)		(25,891,334	)
Balance – June 30, 2011	51,115,476		51,116		25,325,384		(26,028,492	)		(651,992	)
Common shares issued for consulting fees	366,364		366		367,634		-			368,000
Common shares issued for debt conversion	2,934,432		2,935		1,059,211		-			1,062,146
Loss for the year	-		-		-		(3,190,439	)		(3,190,439	)
Balance – June 30, 2012	54,416,272		54,417		26,752,229		(29,218,931	)		(2,412,285	)
Common shares issued for debt conversion	3,900,490		3,901		615,699		-			619,600
Loss for the period (Unaudited)	-		-		-		(1,474,457	)		(1,474,457	)

Balance – September 30, 2012	58,316,762	$	58,318	$	27,367,928	$	(30,693,388	)	$	(3,267,142	)

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

								Cumulative from
		Three Months			Three Months			Inceptions (May 31,
		Ended			Ended			2006) to September 30,
		September 30, 2012			September 30, 2011			2012

Cash Flows from Operating Activities
Net loss for the period	$	(1,474,457	)	$	(198,305	)	$	(30,693,388	)
Items not affecting cash:
Common shares issued for mining expenses and related finder’s fees		-			-			790,000
Common shares issued for director fees		-			-			17,913,000
Common shares issued for investor relations		-			-			702,000
Common shares issued for consulting fees		-			-			50,000
Options issued for mining expenses		-			-			4,940,000
Interest accrued on derivative liability		12,136			45,000			144,291
Interest expense		1,752,649			786,146			6,541,021
Gain on derivative liability		(676,095	)		(1,385,541	)		(3,758,425	)

Changes in operating assets and liabilities:
Prepaid expenses		(185,631	)		328,065			(185,631	)
Accounts payable and accrued liabilities		13,614			(27,191	)		66,512
Net cash used in operations		(557,784	)		(451,826	)		(3,490,620	)

Cash Flows from Investing Activities
Investment		-			(97,464	)		(197,393	)
Net cash used in investing activities		-			(97,464	)		(197,393	)

Cash Flows from Financing Activities
Advance from related party		-			-			47,537
Repayment to related party		-			-			(2,205	)
Issuance of common shares for cash		-			-			1,349,500
Issuance of convertible debentures		-			500,000			3,000,000
Issuance cost of convertible debentures		-			-			(25,000	)
Net cash provided by financing activities		-			500,000			4,369,832

Increase (decrease) in cash and cash equivalents		(557,784	)		(49,290	)		681,819
Cash and cash equivalents - beginning of period		1,239,603			1,009,993			-
Cash and cash equivalents - end of period	$	681,819		$	960,703		$	681,819

Supplementary Cash Flow Information
Non-cash investing and financing activities:
Common stock issued for debt	$	619,600		$	-		$	1,681,746
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

1. Organization

Lithium Exploration Group, Inc. (formerly Mariposa Resources, Ltd.) (the “Company”) was incorporated on May 31, 2006 in the State of Nevada, U.S.A. It is based in Scottsdale, Arizona, USA. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.

Effective November 30, 2010, the Company changed its name to “Lithium Exploration Group, Inc.,” by way of a merger with its wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

A wholly owned subsidiary, 1617437 Alberta Ltd was incorporated in the province of Alberta, Canada on July 8, 2011.

The Company is an exploration stage company that engages principally in the acquisition, exploration, and development of resource properties. Prior to June 25, 2009, the Company had the right to conduct exploration work on 20 mineral mining claims in Esmeralda County, Nevada, U.S.A. On July 31, 2009, the Company acquired an option to enter into a joint venture for the management and ownership of the Jack Creek Project, a mining project located in Elko County, Nevada. On September 25, 2009, the joint venture was terminated and the Company entered into an agreement with Beeston Enterprises Ltd., under which the Company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District of British Columbia, Canada. On December 16, 2010, the Company entered into an Assignment Agreement to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada (see Note 5). On January 18, 2011, the Company entered into a Purchase Option Agreement to acquire an undivided 60% interest in certain mineral claims known as the Salta Aqua Claims located in Salta Province, Argentina (See Note 5). To date, the Company’s activities have been limited to its formation, the raising of equity capital and its mining exploration work program.

Exploration Stage Company

The Company is considered to be in the exploration stage as defined in FASC 915-10-05 “Development Stage Entities,” and interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7. The Company is devoting substantially all of its efforts to development of business plans and the acquisition of mineral properties.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

2. Significant Accounting Policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of the Company and its subsidiary 1617437 Alberta Ltd. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Significant estimates that may materially change in the near term include the valuation of derivative liabilities and the underlying warrants, as well as fair value of investments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $681,819 and $1,239,603 in cash and cash equivalents at September 30, 2012 and June 30, 2012, respectively.

Concentration of Risk

The Company maintains cash balances at a financial institution which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for banks located in the US. As of September 30, 2012 and June 30, 2012, the Company had $362,838 and $1,016,716, respectively, in deposits in excess of federally insured limits in its US bank. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid expenses

Prepaid expenses mainly consist of legal retainers and deposit paid to obtain a license on patents rights. Legal retainers will be expensed in the period when services are completed. Deposit for patent rights will be expensed as exploration cost when the Company is licensed.

Start-Up Costs

In accordance with FASC 720-15-20 “Start-Up Costs,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

2. Significant Accounting Policies - Continued

Mineral Acquisition and Exploration Costs

The Company has been in the exploration stage since its formation on May 31, 2006 and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Income or (Loss) per Share of Common Stock

The Company has adopted FASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive.

Foreign Currency Translations

The Company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

No significant realized exchange gain or losses were recorded from inception (May 31, 2006) to September 30, 2012.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

2. Significant Accounting Policies - Continued

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. From inception (May 31, 2006) to September 30 2012, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (May 31, 2006) to September 30, 2012.

Risks and Uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of the Company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company's policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits. All of these types of expenditures incurred since inception have been charged against earnings due to the uncertainty of their future recoverability. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Warrants

We value our warrants with provisions resulting in derivative liabilities at fair value using the lattice model according to ASC-815-10-55. We revalue our warrants at the end of every period at fair value and record the difference in other income/expense in the consolidated statement of operations.

Convertible Debentures

We value our convertible debentures with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-840-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, the company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

2. Significant Accounting Policies - Continued

Recent Accounting Pronouncements

Recent accounting pronouncements that are listed below did not, and are not currently expected to, have a material effect on the Company’s financial statements, but will be implemented in the Company’s future financial reporting when applicable.

FASB Statements:

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Updates ("ASUs") through ASU No. 2012-07 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

3. Capital Stock

Authorized Stock

At inception, the Company authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Effective April 8, 2009, the Company increased the number of authorized shares to 600,000,000 shares, of which 500,000,000 shares are designated as common stock par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.

Share Issuances

For the period ended September 30, 2012:

On July 10, 2012, the Company issued 1,504,415 common shares at a deemed price of $0.1925 per share for debenture conversion of $289,600 (Note 6).

On August 21, 2012, the Company issued 815,047 common shares at a deemed price of $0.1595 per share for debenture conversion of $130,000 (Note 6).

On September 17, 2012, the Company issued 1,581,028 common shares at a deemed price of $0.1265 per share for debenture conversion of $200,000 (Note 6).

For the year ended June 30, 2012:

On November 22, 2011, the Company issued 2,000,000 common shares at a deemed price of $0.2925 per share for debenture conversion of $585,000 (Note 6).

On April 18, 2012, the Company issued 610,795 common shares at a deemed price of $0.352 per share for debenture conversion of $215,000 (Note 6).

On April 18, 2012, the Company issued 323,637 common shares at a market price of $0.81 for conversion of interest payable and interest expense of $262,146 (Note 6).

On April 27, 2012, the Company issued 300,000 common shares at a market price of $1.06 per share for director fees (Note 10).

On May 1, 2012, the Company issued 26,041 common shares at a market price of $0.96 per share for consulting fees (Note 10).

On May 15, 2012, the Company issued 40,323 common shares at a market price of $0.62 per share for consulting fees (Note 10).

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

3. Capital Stock - Continued

Since its inception (May 31, 2006), the Company has issued shares of its common stock as follows, retroactively adjusted to give effect to the 10 for 1 forward split:

				Price Per
Date	Description	Shares		Share		Amount

06/06/06	Shares issued for cash	20,000,000	$	0.001	$	20,000
07/01/06	Shares issued for cash	10,000,000		0.001		10,000
12/11/06	Shares issued for cash	17,375,000		0.004		69,500
01/18/11	Shares issued for mining expenses	250,000		0.100		25,000
01/27/11	Shares issued for cash	250,000		1.000		250,000
03/07/11	Shares issued for mining expenses	250,000		0.100		25,000
04/27/11	Shares issued for director fees	2,300,000		7.650		17,595,000
04/29/11	Shares issued for settlement of mining expenses	200,000		3.700		740,000
05/10/11	Shares issued for cash	190,476		5.250		1,000,000
06/11/11	Shares issued for investor relation	300,000		2.340		702,000
11/22/11	Shares issued for debenture conversion	2,000,000		0.2925		585,000
4/18/12	Shares issued for debenture conversion	610,795		0.352		215,000
4/18/12	Shares issued for interest	323,637		0.810		262,146
4/27/12	Shares issued for director fees	300,000		1.060		318,000
5/1/12	Shares issued for consulting fees	26,041		0.960		25,000
5/15/12	Shares issued for consulting fees	40,323		0.620		25,000
7/10/12	Shares issued for debenture conversion	1,504,415		0.1925		289,600
8/21/12	Shares issued for debenture conversion	815,047		0.1595		130,000
9/17/12	Shares issued for debenture conversion	1,581,028		0.1265		200,000

	Cumulative Totals	58,316,762			$	22,486,246

Of these shares, 32,666,364 were issued to directors and officers of the Company. 17,815,476 were issued to independent investors. 500,000 were issued for mining expenses (Note 5). 300,000 were issued for investor relation expenses. 200,000 were issued for debt settlement. 6,834,922 were issued for debenture and interest conversion (Note 6). There are no preferred shares outstanding. The Company has no stock option plan, warrants or other dilutive securities, other than an option granted to Glottech for 2,000,000 shares (Note 5) and warrants issued to acquire 5,140,562 shares of the Company regarding a convertible debenture (Note 6).

As per management agreements, the Company is obligated to issue 300,000 common shares to two directors by April 27, 2013 provided that they continue to serve as members to the Company’s board of directors. 300,000 common shares were issued to the two directors on April 27, 2011 and April 27, 2012 respectively.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

4. Provision for Income Taxes

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 740-20-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

Exploration stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 31, 2006 (date of inception) through September 30, 2012 of $7,314,766 will begin to expire in 2026. Accordingly, deferred tax assets were offset by the valuation allowance that increased by approximately $358,641 and $69,406 during the periods ended September 30, 2012 and 2011, respectively.

The Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at September 30, 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2012. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended exploration stage activities. The tax years for June 30, 2012, June 30, 2011, June 30, 2010 and June 30, 2009 are still open for examination by the Internal Revenue Service (IRS).

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

5. Mineral Property Costs

Mineral Claims, Clinton Mining District

On September 25, 2009, and amended June 24, 2010, the Company entered into an Option Agreement under which the Company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District, Province of British Columbia, Canada (the “Claims”), which Claims total in excess of 3,900 hectares, in consideration of the issuance of 1,500,000 common shares of the Company on or before December 31, 2010. The Claims were subject to a two percent net smelter royalty which can be paid out for the sum of $1,000,000 (CAD). The Company can earn an undivided 50% interest in the Claims by carrying out a $100,000 (CAD) exploration and development program on the Claims on or before December 31, 2010, plus an additional $200,000 (CAD) exploration and development program on the Claims on or before September 25, 2011.

In the event that the Company acquires an interest in the Claims, the Company and the Optionor have further agreed, at the request of either party, to negotiate a joint venture agreement for further exploration and development of the Claims.

On April 29, 2011, the Company entered into a mutual release agreement. The Company is released from any obligations related to the Claims for considerations of a cash payment of CDN $ 54,624 (US$57,901) and the issuance of 200,000 common shares of the Company. The shares have been valued at a market price of $3.70 for a total of $740,000. The total amount of $797,901 has been recorded as mining expenses.

Mineral Permit

On December 16, 2010, the Company entered into an Assignment Agreement to acquire the following:

	a.)	An undivided 100% right, title and interest in and to certain mineral permits located in the Province of Alberta, Canada.
	b.)	All of the assignor’s right, title and interest in and to the Option Agreement.

In consideration for the Assignment, the Company agreed to pay US$90,000 by way of cash or stock of equal value (consisting of amounts previously paid by the Assignor pursuant to the Option Agreement). The full $90,000 (consisting of option payments ‘i’ and ‘vi’ below) was expensed and included in the December 31, 2011 accounts payable balance. The Option shall be in good standing and exercisable by the Company by paying the following amounts on or before the dates specified in the following schedule:

	i.)	CDN $40,000 (paid) upon execution of the agreement;
	ii.)	CDN $60,000 (paid) on or before January 1, 2012;
	iii.)	CDN $100,000 on or before January 1, 2013;
	iv.)	CDN $300,000 on or before January 1, 2014; and
	v.)	Paying all such property payments as may be required to maintain the mineral permits in good standing.
	vi.)	The Optionee shall provide a refundable amount of CDN$50,000 (paid) to the Optionor by November 2, 2010, which shall be applied by the Optionor towards work assessment expenses acceptable to the Government of Alberta, with any unused portion to be applied against payments required to maintain the permits underlying the property in good standing.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

5. Mineral Property Costs - Continued

Glottech Technology

On March 17, 2011 and subsequently amended on November 18, 2011, the Company entered into a letter agreement to acquire one initial unit of proprietary and patented mechanical ultrasound technology for use in water purification, inclusive of its process of separating from water, as the primary fluid stock, the salt and other minerals and by –products contained therein, with Glottech – USA.

To acquire the unit, the Company must make the following payments:

	a)	US$25,000 upon execution of the agreement (paid);
	b)	US$75,000 within 180 days of execution of the agreement (paid);
	c)	US$700,000 within 10 days of receipt of invoice from Glottech –USA LLC if the payment in b) is made (paid).
	d)	The Company also granted an option to acquire 2,000,000 shares for $1.00 to Glottech – USA upon receipt of the operational ultrasonic generator that they are building for Lithium Exploration Group. The 2,000,000 shares are to be paid from outstanding shares owned by Alex Walsh, company CEO. The option (resulting in additional mining expenses of $4,940,000 was valued using the fair market value of the shares to be issued.

Commencing as of the end of an initial sixty day testing and training period following satisfactory delivery and physical setup of the technology, and continuing thereafter for as long as the technology remains in the possession of the Company, the Company shall pay continuing monthly royalties in an amount equal to $2.00 per physical ton of water processed pursuant to the usage of the technology.

On June 12, 2012, the Company filed a complaint with the court of common pleas of Chester County, Pennsylvania against Glottech – USA, LLC, Eldredge, Inc., and the Eldredge Companies, Inc. The complaint seeks an order of the court granting possession of the unit, in its current state, to the Company.

Effective August 14, 2012, the Company entered into an option agreement with GD Glottech-International, Limited (“GD International”) to protect our license and distribution rights in the event that GD-Glottech-USA, LLC (“GD USA”) is unable to perform and honor the obligations contingent to a letter agreement dated November 8, 2011.

Pursuant to the terms of the option agreement, we are required to provide an initial deposit of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. A further $15,000 was required for exercising the option agreement and it will be credited to future fees when patents rights are exercised. We exerised this option agreement on September 1, 2012 and released the funds to GD International.

Given pending litigation against GD USA, and the uncertainties natually inherent of any litigation (particularly as to outcome and timing thereof), we have moved to assure continuity of our licensing rights through entering into, and exerising, this option to contract directly with the technology inventor and patents owner, GD International. Thus, regardless of the outcome of the litigation, or indeed any action or inaction of GD USA, our interest in the technology is assured. As the fate of the current prototye is dependent upon the litigation, development of the next-generation prototype will begin shortly under the direction of the technology inventor.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

6. Convertible Debentures

On June 29, 2011, the company entered into a securities purchase agreement with one investor. Pursuant to the terms of the agreement, the investor acquired convertible debentures with an aggregate face amount of $1,500,000. The debenture is due on December 28, 2012 and carries an interest rate of 12% per annum, with an effective interest rate of 680.71% . The debenture is convertible at the lower of $0.83 and 55% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions. The convertible loan has a fixed stated principal amount but is not convertible into a fixed number of shares, so the conversion feature is considered an imbedded derivative. However, the convertible debenture as a standalone instrument is to be measure at its fair value in accordance with ASC 480-10-25-14, rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $2,727,273. On November 22, 2011, $585,000 in face value of the debenture was converted to 2,000,000 common shares at a price of $0.2925 per share in accordance with the terms of the agreement. On April 18, 2012, $215,000 in face value of the debenture was converted to 610,795 common shares at a price of $0.352 per share in accordance with the terms of the agreement. On July 10, 2012, $270,000 in face value of the debenture was converted to 1,402,597 common shares at a price of $0.1925 per share in accordance with the terms of the agreement. On August 21, 2012, $130,000 in face value of the debenture was converted to 815,047 common shares at a price of $0.1595 per share in accordance with the terms of the agreement. On September 17, 2012, $200,000 in face value of the debenture was converted to 1,581,028 common shares at a price of $0.1265 per share in accordance with the terms of the agreement. During the period ended September 30, 2012, an interest expense of $12,136 was accrued. On July 10, 2012, accrued interest of $19,600 on the debenture was converted to 101,818 common share at the same rate used for conversion of principal. Unpaid principal at September 30, 2012 is $100,000.

On May 15, 2012, the Company entered into another securities purchase agreement with the same investor. Pursuant to the terms of the agreement, the investor acquired convertible debentures with an aggregate face value of $1,680,000, at an original issuance discount of $180,000; resulting in $1,500,000 net proceeds to the Company. The debenture is due on May 15, 2013 and carries no interest, with an effective interest rate of 561.35% . The debenture is convertible at the lower of $0.45 and 65% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions. It is also subject to be measured at its fair value in accordance with ASC 480-10-25-14, rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $2,584,615.

On September 17, 2012, the Company entered into an amended agreement to revise conversion price of the debentures entered on June 29, 2011 and May 15, 2012. The debentures are now convertible at the lower of $0.20 and 65% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions.

Along with the debenture issued on June 29, 2011, the Company issued warrants to acquire a total of 1,807,229 shares of the Company for a period of five years at an exercise price of $0.913 of which 1,204,819 warrants were granted on June 29, 2011 and 602,410 warrants were granted on July 12, 2011. Along with the debenture entered into on May 15, 2012, the company issued warrants to acquire a total of 3,333,333 shares of the Company for a period of five years at an exercise price of $0.45. Effective September 17, 2012, the excise price of warrants granted on June 29, 2011, July 12, 2011 and May 15, 2012 is revised to $0.20 per amended agreement.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

6. Convertible Debentures – Continued

The warrants bear a cashless exercise provision. The warrants also include anti-dilution protection with respect to lower priced issuances of common stock or securities convertible or exchangeable into common stock, which provision resulted in derivative liability treatment under ASC topic 815-10-55. Fair values at issuance totaled $2,168,674, $1,006,025 and $2,066,666 for warrants issued on June 29, 2011, July 12, 2011 and May 15, 2012 respectively.

The Company used the Lattice Model for valuing warrants using the following assumptions:

Risk-free interest rate – 0.72%
Term – 5 years
Dividend yield – 0%
Underlying stock price - $0.42
Volatility – 274%

At September 30, 2012, the warrants were valued at $1,482,940 resulting in a gain on derivative liability of $676,095 in the period ended September 30, 2012. The corresponding debt discount of the debentures were accreted to interest expense over the terms of debentures of 18 months and 12 months respectively. During the period ended September 30, 2012, an accretion of $1,143,274 was recognized as interest expense.


	Warrants		Weighted	Weighted
	Outstanding		Average	Average
			Exercise	Remaining
			Price	life
Balance, June 30, 2011	1,204,819	$	0.913	5 years
Warrants issued	3,935,743	$	0.521	4.75 years
Exercised	-	$	-	-
Cancelled	-	$	-	-
Expired	-	$	-	-
Balance, June 30, 2012	5,140,562	$	0.613	4.57 years
Warrants issued	-	$	-	-
Exercised	-	$	-	-
Cancelled	-	$	-	-
Expired	-	$	-	-
Exercise price revised	-	$	0.200	-
Balance, September 30, 2012	5,140,562	$	0.200	4.32 years

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

7. Related Party Transactions

During the period ended September 30, 2012, the Company incurred consulting fees of $9,000 (2011 -$25,000) with directors and officers.

As of September 30, 2012, the Company was obligated to a director for a non-interest bearing demand loan with a balance of $45,332 (June 30, 2012 - $45,332). The Company plans to pay the loan back as cash flows become available.

These transactions are in the normal course of operations and are measured at the exchange amount of consideration established and agreed to by the related parties.

8. Investment

During the year ended June 30, 2012, the Company paid US$197,393 (CDN $200,000) in consideration for 800,000 shares of First Reef Energy Inc.

The Company intends to sell the securities purchased in the near term, and accordingly, has classified them as Available-for-Sale securities, wherein, unrealized gains or losses resulting from marking the securities to market are recorded in other comprehensive income. The securities are valued using Tier Three inputs in accordance with FASB ASC 870-10: Fair Value Measurements and Disclosure (FASB 157) resulting in estimated fair value of $197,393 at September 30, 2012. Resulting other comprehensive income is nominal.

9. Going Concern and Liquidity Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at September 30, 2012, the Company had a working capital deficiency of $3,464,535 and an accumulated deficit of $30,693,388. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of ore reserves.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Lithium Exploration Group, Inc.

(An Exploration Stage Company)

Notes to Consolidated Interim Financial Statements

September 30, 2012

(Unaudited)

10. Commitments

Employment Agreements

On January 12, 2012, the Company entered into an employment agreement with a director and officer. Commencing on January 12, 2012, the director and officer will be employed for 24 months ending on January 12, 2014. Pursuant to the agreement, annual salary of US$120,000 is payable monthly in cash or if the Company does not have available cash, in shares of the Company’s common stock.

On May 1, 2012, the Company entered into an employment agreement with an officer. Commencing on May 1, 2012, the officer will be employed for 12 months ending on May 1, 2013. Pursuant to the agreement, annual salary of US$100,000 is payable monthly or in more frequent installments in cash. On May 1, 2012, the officer received 26,041 common shares of the Company at a market price of $0.96 per share for a total of $25,000 as a signing bonus (Note 3).

Consulting Agreements

On January 12, 2012, the Company entered into two consulting agreements with consultants to provide services as members of the Board of Directors in regards to the Company’s management and operations. The compensation for the services to be provided by each consultant will be 150,000 shares of the Company’s common stock issuable at the beginning of each year from an effective date of April 27, 2011 to April 27, 2014, of which 150,000 shares have already been issued to each consultant in each of their first and second years of service (Note 3).

On May 1, 2012, the Company entered into two consulting agreements with consultants. Pursuant to agreements, consultants will receive monthly payments of $5,000 and $10,000 respectively ending on July 31, 2012. The agreements expired on July 31, 2012.

On May 15, 2012, the Company entered into a consulting agreement with a contractor to provide services in regards to the Company’s management and operations. Resulting from the consulting agreement the contractor became an officer of the Company. Commencing on May 15, 2012, the officer will be employed for 12 months ending on May 15, 2013. Pursuant to the agreement, a monthly salary of US$3,000 is payable in cash. On May 15, 2012, the officer received 40,323 common shares of the Company at a market price of $0.62 per share for a total of $25,000 as a signing bonus (Note 3).

11. Subsequent Events

On October 24, 2012, the Company entered into a Share Exchange Agreement with Alexander Walsh, its President and director. Pursuant to the Agreement, the Company has issued to Mr. Walsh 20,000,000 Series A Convertible Preferred shares in consideration of the cancellation and return to treasury of 20,000,000 common shares owned by Mr. Walsh. The Series A Convertible Preferred Shares have a par value of $0.001 per share and are convertible on a one for one basis into shares of common stock subject to a one year hold period expiring on October 24, 2013. There are no other preferential rights attached to the Series A Convertible Preferred Shares. The securities were issued in reliance on Section 4(2) of the Securities Act of 1933.

The Company has evaluated subsequent events from September 30, 2012 through the date of this report, and determined there are no other items to disclose.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” mean Lithium Exploration Group, Inc., unless otherwise indicated.

Corporate History

We were incorporated on May 31, 2006 in the State of Nevada under the name “Mariposa Resources, Ltd.” Effective November 30, 2010, we changed our name to “Lithium Exploration Group, Inc.,” by way of a merger with our wholly-owned subsidiary Lithium Exploration Group, Inc., which was formed solely for the change of name.

Our executive offices are located at 3200 N. Hayden Road, Suite 235, Scottsdale, Arizona 85251, and our telephone number is (480) 641-4790.

We have one wholly-owned subsidiary, 1617437 Alberta Ltd., an Alberta, Canada Corporation. Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We are an exploration-stage company that engages principally in the acquisition, exploration, and development of resource properties. Prior to June 25, 2009, we had the right to conduct exploration work on 20 mineral mining claims in Esmeralda County, Nevada. On July 31, 2009, we acquired an option to enter into a joint venture for the management and ownership of the Jack Creek Project, a mining project located in Elko County, Nevada. On September 25, 2009, the joint venture was terminated and we entered into an agreement with Beeston Enterprises Ltd., under which our company was granted an option to acquire an undivided 50% interest in eight mineral claims located in the Clinton Mining District of British Columbia, Canada. On February 14, 2011, we sent notice to Beeston to terminate the option agreement.

On December 16, 2010, we entered into an assignment agreement to acquire an undivided 100% right, title and interest in and to certain mineral permits located in the province of Alberta, Canada. To date, our activities have been limited to our formation, the raising of equity capital and our mining exploration work program.

On January 18, 2011, we entered into a purchase option agreement with Salta Water Co. and we acquired a 60% interest on the Salta Aqua claims in Salta Province, Argentina. We had a further option to acquire the remaining 40% interest from Salta Water. On February 1, 2011, we issued 250,000 common shares at a deemed price of $0.10 per share for mining expenses relating to the Salta Aqua Claims. The price of the issued shares was based on the market price of the shares on January 31, 2011.

On January 18, 2012, we elected not to pursue our option to purchase the property at our Salta Project in Argentina. The decision was made after reviewing the geological findings, evaluating both the short and long-term financial commitments of the option agreement, considering the recent political unrest in Argentina, and, most importantly, the decision to focus our company’s attention on our Valleyview Project in Alberta, Canada.

On March 17, 2011, we entered into a letter agreement between our company and Glottech-USA, LLC, for an acquisition of one initial unit of certain proprietary and patented mechanical ultrasound technology for use in the water treatment in regards to our lithium operations in Alberta, Canada. Our officer and director, Alexander Walsh, met the principals of Glottech-USA in 2009 in the course of operating his consulting company, AW Enterprises LLC.

On November 8, 2011, we entered into a letter agreement with Glottech-USA. Pursuant to the terms of the agreement of November 8, 2011, we were granted an exclusive license to use and distribute the technology within the Swan Hills region of Alberta as well as a non-exclusive right to distribute the technology within Canada.

We previously made the following payments in association with the production of a working unit of Glottech-USA’s technology:

	A.	$25,000 on March 21, 2011 in consideration for entering into the letter agreement dated March 17, 2011;
	B.	$75,000 on May 27, 2011; and
	C.	$700,000 on May 27, 2011.

As part of the November 8, 2011 agreement, our officer and director, Alexander Walsh, agreed to provide Glottech-USA with the option, for a period of 12 months from delivery of the first unit, to acquire 2,000,000 shares of our common stock currently held by him, for a total price of $1.00. Additionally, if, for any reason, Mr. Walsh failed to deliver the 2,000,000 shares of our common stock to Glottech-USA, we agreed to issue the shares from treasury.

On October 1, 2012, we entered into a license agreement and a sales agency agreement with GD Glottech regarding Glottech’s proprietary and patented mechanical ultrasound technology for use in water purification in the process of separation of salt and other minerals from lithium bearing brine produced from oil and gas operations.

Pursuant to the sales agency agreement we have been appointed as sales agent for the patented mechanical ultrasound technology within Canada. Our appointment will be exclusive within the field of non petro-chemical mining and non-exclusive in all other fields of use. In consideration of the sales agency rights, we have agreed to issue to GD Glottech 2,000,000 common shares in our capital stock, which obligation has been satisfied through the transfer to GD Glottech of 2,000,000 shares held by our officer and director, Alexander Walsh. It was the explicit intention of the parties that this share transfer fulfills the prior obligations of Alexander Walsh and Lithium Exploration Group with respect to the option contemplated in the March and November 2011 agreements with Glottech-USA. We will receive a royalty in respect of sales of the technology secured by us. The term of the initial agreement will be for 5 years with the possibility of extension if sales targets are achieved.

Pursuant to the license agreement, we have obtained the exclusive right to use the mechanical ultrasound technology within the field of non-petro-chemical mining within the territory of Canada. We may also sublicense our rights under the license in respect of one or more units of the technology to any entity operating within the field of use in which we own or beneficially own at least a 20% equity interest. Glottech has agreed to supply us with up to 5 technology units per 12-month period from the effective date of the license term, which will start from the month of delivery of the unit of the technology. The first unit of the technology provided under the license will be provided at no additional cost to us and subsequent units shall be subject to a fee based on the then current retail price of the units. If we sublicense any of our rights, the term of the applicable license will be for 5 years from the date the applicable unit is delivered. Pursuant to the license agreement, Glottech shall provide ongoing technical assistance and training in respect of our use of the technology at our cost.

In consideration of the license, we will pay to Glottech a royalty based on the tonnage of water produced by our use of the technology in accordance with the agreement. A minimum annual royalty will be applicable. The term of the license agreement shall be for an initial period of 5 years and shall be renewable for additional terms of 5 years provided that we satisfy the minimum royalty requirements during each period.

GD Glottech’s technology is designed to separate suspended solids from water (brine), which is one step in the process that we are taking to produce commercially viable minerals. The technology produces extremely high temperatures, which destroy organic substances such as bacteria and other toxic agents. We believe that GD Glottech's technology can provide lower costs of operation as well as reduced time for site clean-up than traditional methods of water treatment. We anticipate using this application to extract dissolved solids like lithium, potassium, and magnesium from oil field brine. The disposal of produced water (brine) from oil and gas production in Alberta is a significant environmental issue for the province and presents a considerable economic issue for producers. We intend to use the technology on our Valleyview Property in Alberta, in cooperation with oil and gas producers, to treat and dispose of their produced water while monetizing the minerals that are contained within that produced water stream that is being brought to the surface during the oil and gas production process. As we own the MAIM (Metals and Industrial Minerals) claims to the minerals on the Valleyview Property, the minerals contained in their produced water stream fall under our rights. While we have had discussions with oil and gas consultants and oil operators regarding their difficulties in treating the brine at some of their fields, we have no formal agreements in place.

The technical process is based on the use of mechanical ultrasound generated through the production of a series of cavitations. Mechanical ultrasound is a machine-produced sound of a frequency above the upper limit of the normal range of human hearing. Cavitations are the rapid formation and collapse of bubbles in liquids, caused by the movement of something such as a propeller or by waves of high-frequency sound. The production of mechanical ultrasound allows GD Glottech’s technology to distill the fluid stock. Using mechanical ultrasound for distillation has been attempted before, but the external energy requirement needed to produce the mechanical ultrasound was far too expensive to make it commercially viable. GD Glottech’s technology uses the energy released during the cavitations in order to make it commercially viable from an economic perspective. During these cavitations, a millisecond of energy is released. During this release, temperatures can reach 5000 degrees Centigrade. As this is a pilot unit, no other units are currently in production.

On June 12, 2012, we filed suit against Glottech-USA in the Court of Common Pleas of Chester County, Pennsylvania, alleging that Glottech-USA misused our funds and was in breach of our agreements that called for Glottech-USA to deliver one initial unit of the mechanical ultrasound technology. We further alleged that Glottech-USA was financially insolvent and unable to fulfill its promises to us.

Effective August 14, 2012, we entered into an option agreement with GD Glottech-International, Ltd. (“GD Glottech”, to protect our license and distribution rights in the event that Glottech-USA became unable to perform and honor its obligations to us.

Pursuant to the terms of the option agreement, we were required to provide an initial amount of $150,000 to be held in escrow for the option to obtain a license on the patent rights, as set forth in the option agreement. On September 1, 2012 Glottech-USA’s license to the technology expired and on the same day we exercised this option agreement on September 1, 2012 and released the funds to GD Glottech.

On October 19, 2012, GD Glottech moved to intervene as an interested party in the litigation pending against Glottech-USA. GD Glottech cited its role as owner of the patents as a basis for intervening in the litigation against Glottech-USA. We believe GD Glottech’s entry into the litigation against Glottech-USA is favorable to our cause in the litigation.

On October 22, 2012 the Court of Common Pleas in Chester County, Pennsylvania, granted our motion to amend our complaint against Glottech-USA to add claims for fraud and damages reflective of the malfeasance which we allege against Glottech-USA and its officers.

Given pending litigation against Glottech USA, and the uncertainties naturally inherent of any litigation (particularly as to outcome and timing thereof), we have moved to assure continuity of our licensing rights through entering into, and exercising, this option to contract directly with the technology inventor and patents owner, GD Glottech. Thus, regardless of the outcome of the litigation, or indeed any action or inaction of Glottech USA, our interest in the technology is assured.

On June 29, 2011, we entered into a securities purchase agreement with Hagen Investments Ltd. Pursuant to the terms of the agreement, Hagen acquired convertible debentures with an aggregate total of $1,500,000. $1,000,000 was paid on June 29, 2011 and $500,000 was paid on July 12, 2011. The initial debenture for $1,000,000 is due on December 28, 2012. The release of the full $1,500,000 to us is governed by the terms of an escrow agreement entered into on the same day. The debenture initially carries an interest rate of 12% per annum and is convertible at $0.83 per share subject to various prescribed conditions. Along with the debentures, we have issued warrants to acquire a total of 1,204,819 shares of our common stock for a period of 5 years at a price of $0.913. The warrants also include cashless exercise provisions in the event that the registration statement is not effective. On November 22, 2011, we issued 2,000,000 shares of our common stock, at $0.2925 per share, upon receiving a notice of conversion from Hagen converting $585,000 of a total $1,000,000 debt owed, pursuant to the securities purchase agreement entered into on June 29, 2011. On September 30, 2012 the principal balance of debt remaining to Hagen was $100,000 plus interest accruing at a rate of 12% per annum from July 12, 2011.

Pursuant to a registration rights agreement entered into with Hagen on the same day, we were required to file a registration statement for the shares underlying the convertible debentures, as well as the warrants, within 30 days of the closing of the initial $1,000,000 and ensure that the registration statement is declared effective by the Securities and Exchange Commission within 120 days of the closing. The registration was made effective on February 29, 2012, but because effectiveness was granted following 120 days from closing of the registration rights agreement, we will incur a 10% penalty on all convertible debentures registered pursuant to the agreement. Accordingly, whereas the conversion price of the debentures was previously the lesser of (i) 65% of the lowest reported sale price of our common stock for the 20 trading days immediately prior to the conversion date, or (ii) $0.83, the discounted conversion price will be the lesser of (i) 55% of the lowest reported sale price of our common stock for the 20 trading days immediately prior to the conversion date, or (ii) $0.83.

Also on June 29, 2011, our officer and director, Alexander Walsh, entered into a guaranty and pledge agreement whereby he pledged 25,000,000 shares of our common stock currently held by him, as collateral and guaranty for our obligations under the securities purchase agreement and the debentures.

On March 28, 2012, we entered into a securities purchase agreement with Hagen. Pursuant to the terms of the agreement, within 45 days Hagen will acquire convertible debentures with an aggregate total of $1,680,000, at an original issuance discount of $180,000, resulting in $1,500,000 net proceeds to us.

The debentures will be due within 12 months of receipt of funds, will carry no interest, and will be convertible at $0.45 per share subject to various prescribed conditions. Along with the debentures, we will issue warrants to acquire a total of 3,333,333 shares of our common stock for a period of 5 years at a price of $0.69. The warrants will also include cashless exercise provisions.

On May 15, 2012, we entered into an amendment to the securities purchase agreement to adjust the exercise price of the warrant to be issued in conjunction with the closing of the securities purchase agreement from $0.69 per share to $0.45 per share.

Also on May 15, 2012, we received $1,500,000 from Hagen and closed the securities purchase agreement. In conjunction with this closing we issued the convertible debenture in the amount of $1,680,000. The debenture is due on May 15, 2013, carries no interest, and is convertible at the lower of $0.45 per share or 65% of the lowest reported price of our common stock over the 20 trading days immediately prior to the date of conversion. Additionally, we issued Hagen a warrant to acquire 3,333,333 shares of our common stock for a period of 5 years at an exercise price of $0.45 per share.

On June 12, 2012, we filed a complaint with the court of common pleas of Chester County, Pennsylvania against Glottech-USA, LLC, Eldredge, Inc., and the Eldredge Companies, Inc. The complaint seeks an order of the court granting possession of the unit, in its current state, to our company. As the unit is currently located on the property of Eldredge, Inc., and the Eldredge Companies, Inc., these companies were included as defendants in the complaint.

On September 17, 2012, we entered into an agreement to modify the securities purchase agreements, we originally entered into with Hagen, dated June 29, 2011 and March 28, 2012, whereby Hagen acquired warrants and convertible debentures to purchase shares of our common stock. The parties have agreed to reduce the exercise price of the warrant and to reduce the conversion price of the debenture from the prices set forth in the original securities purchase agreements.

The pricing mechanisms of the warrant and the convertible debenture in the original securities purchase agreements have been amended such that the exercise price per share of the common stock under the warrant shall be $0.20, subject to adjustment, and the conversion price of the debenture shall be the lesser of (i) 65% of the lowest reported sale price of the common stock for the 20 trading days immediately prior to the conversion date, or (ii) $0.20.

Excluding the modifications to the exercise price of the warrant and to reduce the conversion price of the debenture, the original securities purchase agreements, dated June 29, 2011 and March 28, 2012, will remain un-amended and in full force and effect.

Results of Operations

We have generated no revenues since inception and have incurred $385,767 in operating expenses for the three month period ended September 30, 2012.

The following provides selected financial data about our company for the three month periods ended September 30, 2012 and 2011.

Three months ended September 30, 2012 and 2011.

		Three months			Three months
		ended			ended
		September 30,			September 30,
		2012			2011
Revenue	$	Nil		$	Nil
Operating expenses (loss)	$	(385,767	)	$	(752,700	)
Interest expense (loss)	$	(1,755,410	)	$	(831,146	)
Gain on derivative liability	$	676,095		$	1,385,541
Net loss	$	(1,465,082	)	$	(198,305	)

Operating expenses for the three months ended September 30, 2012 decreased as a result of a decrease in consulting fees, investor relations, mining expenses and travel expenses.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2012, and June 30, 2012, respectively.

Working Capital

		As at			As at
		September 30,			June 30,
		2012			2012
Total assets	$	867,450		$	1,239,603
Total liabilities		(4,322,610	)		(3,849,281	)
Working capital (deficit)		(3,455,160	)		(2,609,678	)

Cash Flows

		Three Months			Three Months
		ended			ended
		September 30,			September 30,
		2012			2011
Net cash provided by (used in) operating activities	$	(557,784	)	$	(451,826	)
Net cash provided by (used in) investing activities		Nil			(97,464	)
Net cash provided by (used in) financing activities		Nil			500,000
Increase (Decrease) in cash		(557,784	)		(49,290	)

We had cash of $681,819 as of September 30, 2012 compared to cash of $1,239,603 as of June 30, 2012. We had a working capital deficit of $3,455,160 as of September 30, 2012 compared to a working capital deficit of $2,609,678 as of June 30, 2012.

The report of our auditors on our audited financial statements for the fiscal year ended June 30, 2012, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved no operating revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

Anticipated Cash Requirements

We estimate that our expenses over the next 12 months will be approximately $650,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

Description	Estimated		Estimated
	Completion		Expenses
	Date		($)
General and administrative	12 months		500,000
Mining expenses	12 months		100,000
Professional fees	12 months		50,000
Total		$	650,000

We intend to meet our cash requirements for the next 12 months through the use of the cash we have on hand and through additional financings. On May 15, 2012, our company entered into a securities purchase agreement. Pursuant to the terms of the agreement, the investor acquired convertible debentures with an aggregate total of $1,680,000, at an original issuance discount of $180,000; resulting in $1,500,000 net proceeds to our company. The debenture is due on May 15, 2013 and carries no interest. The debenture was originally convertible at the lower of $0.43 or 65% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date. In September 2012 the convertible debentures’ exercise price was revised to the lower of $0.20 or 65% of the lowest reported sales price of the common stock for the 20 days immediately prior to conversion date subject to various prescribed conditions. It is also subject to be measured at its fair value in accordance with ASC 480-10-25-14, rather than have its conversion feature bifurcated and reported separately. The fair value at issuance was $2,584,615. We currently do not have any other arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Critical Accounting Policies and Estimates

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The consolidated financial statements include the accounts of our company and its subsidiary 1617437 Alberta Ltd. Intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of our company. Significant estimates that may materially change in the near term include the valuation of derivative liabilities and the underlying warrants, as well as fair value of investments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Our company had $681,819 and $1,239,603 in cash and cash equivalents at September 30, 2012 and June 30, 2012, respectively.

Concentration of Risk

Our company maintains cash balances at a financial institution which, from time to time, may exceed Federal Deposit Insurance Corporation insured limits for banks located in the US. As of September 30, 2012 and June 30, 2012, our company had $362,838 and $1,016,716, respectively, in deposits in excess of federally insured limits in its US bank. Our company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash in bank accounts.

Prepaid Expenses

Start-Up Costs

In accordance with FASC 720-15-20 “Start-Up Costs,” our company expenses all costs incurred in connection with the start-up and organization of our company.

Mineral Acquisition and Exploration Costs

Our company has been in the exploration stage since its formation on May 31, 2006 and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

Concentrations of Credit Risk

Our company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. Our company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. Our company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Net Income or (Loss) per Share of Common Stock

Our company has adopted FASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.

Potentially dilutive securities are not presented in the computation of EPS since their effects are anti-dilutive.

Foreign Currency Translations

Our company’s functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.

No significant realized exchange gain or losses were recorded from inception (May 31, 2006) to September 30, 2012.

Comprehensive Income (Loss)

FASC Topic No. 220, “Comprehensive Income,” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. From inception (May 31, 2006) to September 30 2012, our company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (May 31, 2006) to September 30, 2012.

Risks and Uncertainties

Our company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Environmental Expenditures

The operations of our company have been, and may in the future be, affected from time to time in varying degree by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon our company vary greatly and are not predictable. Our company's policy is to meet or, if possible, surpass standards set by relevant legislation by application of technically proven and economically feasible measures.

Warrants

Convertible Debentures

We value our convertible debentures with provisions resulting in beneficial conversion features from the embedded derivative at fair value according to ASC-840-10-25-14, rather than have its conversion feature bifurcated and reported separately due to ASC-815-15-25-1b. Because the value of the derivative related to the warrant exceeds the proceeds of the loan, our company allocated 100% of the proceeds to the warrant derivative and took a day one loss for the difference between the proceeds and the fair value of the warrants, resulting in a debt discount on the full fair value of the debenture because no proceeds were available to be allocated to the debt or its beneficial conversion feature. That debt discount is accreted to interest expense over the stated life of the note using the interest method in accordance with ASC 470-20-35-7a and 835-30-35-2. Unaccreted debt discount on the date of conversion is accreted to interest expense on that date.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Other than as set out below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

On August 27, 2012 we filed a motion to amend our complaint to include claims of breach of trust and fiduciary duty, breach of good faith and fair dealing, breach of contract, conversion of funds, fraud, and the imposition of a constructive trust. We believe that this action is necessary to protect our interest against possible misuse of funds by Glottech-USA, LLC and its principals. We will also seek damages as appropriate.

We do not believe that Glottech-USA has sufficient capital to complete the technology unit. Our company does have the capital and believes that a formal complaint with the court of Chester County, Pennsylvania ordering that the unit be delivered to us, is the most efficient and expeditious manner in which to recover the technology unit and prepare it for testing and operations. We have provided full consideration to Glottech-USA and complied with all other agreed upon conditions for the delivery of the unit by Glottech-USA.

Item 1A.

Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On October 24, 2012, we issued to 20,000,000 Series A Convertible Preferred shares in consideration of the cancellation and return to treasury of 20,000,000 common shares owned by our president and director, Alexander Walsh. The Series A Convertible Preferred Shares have a par value of $0.001 per share and are convertible on a one for one basis into shares of common stock subject to a one year hold period expiring on October 24, 2013. There are no other preferential rights attached to the Series A Convertible Preferred Shares. The securities were issued in reliance on Section 4(2) of the Securities Act of 1933.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibit	Description
No.
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporations (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on September 20, 2006)
3.3	Articles of Amendment dated May 31, 2006 (incorporated by reference to our Current Report on Form 8-K filed on April 21, 2009)
3.4	Certificate of Amendment dated April 8, 2009 (incorporated by reference to our Current Report on Form 8-K/A filed on April 23, 2009)
3.5	Articles of Merger dated November 17, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 7, 2010)
(10)	Material Contracts
10.1	Option to Enter Joint Venture Agreement between our company and USA Uranium Corp. dated July 31, 2009 (incorporated by reference to our Current Report on Form 8-K filed on August 5, 2009)
10.2	Assignment Agreement between our company and Lithium Exploration VIII Ltd. dated December 16, 2010 (incorporated by reference to our Current Report on Form 8-K filed on January 10, 2011)
10.3	Letter Agreement between our company and Glottech-USA, LLC dated March 17, 2011 (incorporated by reference to our Current Report on Form 8-K filed on May 4, 2011)
10.4	Securities Purchase Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.5	Registration Rights Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.6	12% Senior Convertible Debenture between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.7	Escrow Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.8	Guaranty and Pledge Agreement between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.9	Common Stock Purchase Warrant between our company and Hagen Investments Ltd. dated June 29, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 1, 2011)
10.10	12% Senior Convertible Debenture between our company and Hagen Investments Ltd. dated July 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 13, 2011)
10.11	Common Stock Purchase Warrant between our company and Hagen Investments Ltd. dated July 12, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 13, 2011)
10.12	Letter Agreement between our company and Glottech-USA, LLC dated November 18, 2011 (incorporated by reference to our Current Report on Form 8-K filed on November 21, 2011)
10.13	Employment Agreement between our company and Alexander Walsh dated January 12, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2012)
10.14	Consulting Agreement between our company and Brandon Colker dated January 12, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2012)
10.15	Consulting Agreement between our company and Jonathan Jazwinski dated January 12, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 13, 2012)
10.16	Securities Purchase Agreement between our company and Hagen Investments Ltd. dated March 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2012)
10.17	Debenture dated March 28, 2012 (incorporated by reference to our Current Report on Form 8-K filed on April 3, 2012)

Exhibit	Description
No.
10.18	Debenture dated May 15, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 18, 2012)
10.19	Employment Agreement with Alexander Koretsky dated May 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 8, 2012)
10.20	Management Consulting Agreement with Bryan A. Kleinlein dated May 15, 2012 (incorporated by reference to our Current Report on Form 8-K filed on June 8, 2012)
10.21	Option Agreement between our company and GD Glottech-International, Limited dated August 14, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 5, 2012)
10.22	Agreement between our company and Hagen Investments Ltd. dated September 17, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 18, 2012)
10.23	License Agreement with GD Glottech-International Ltd. dated October 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 10, 2012)
10.24	Sales Agreement with GD Glottech International Ltd. dated October 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 10, 2012)
(21)	Subsidiaries of the Registrant
21.1	1617437 Alberta Ltd., an Alberta corporation (wholly-owned)
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certification
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer
101*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

**	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

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 thereunto duly authorized.

	LITHIUM EXPLORATION GROUP, INC.
	(Registrant)

Date: November 14, 2012	/s/ Alexander Walsh
	Alexander Walsh
	President, Secretary, Treasurer and Director
	(Principal Executive Officer)


Date: November 14, 2012	/s/ Bryan A. Kleinlein
	Bryan A. Kleinlein
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting
	Officer)

Lithium Exploration Group, Inc. - FORM 10-Q - November 14, 2012

Attached files

Lithium Exploration Group, Inc. Reports