HPTG / HydroPhi Technologies Group, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

Hydrophi Technologies Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2016 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or oth

List of Subsidiaries Name State of Incorporation Ownership Position Hydro Phi Technologies, Inc. Delaware 100% HydroPhi Technologies Europe S.A Poland 21%

Exhibt 21 Exhibt 21 List of Subsidiaries Name State of Incorporation Ownership Position Hydro Phi Technologies, Inc. Delaware 100% HydroPhi Technologies Europe S.A Poland 21%

HydroPhi Technologies Group 10-KT

10-KT 1 hptg10k123115.htm 10-KT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K o ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended x TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2015 to December 31, 2015 Commission file number: 000-

HydroPhi Technologies Group NT 10-Q

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on For

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

Hydrophi Technologies Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2016 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Hydrophi Technologies Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2016 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other j

HydroPhi Technologies Group NT 10-K

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on

Unaudited pro forma combined financial information

Exhibit 99.2 Exhibit 99.2 Unaudited pro forma combined financial information On November 23, 2015, Hydrophi Technologies Group, Inc. (?Hydrophi?) acquired 100% of the outstanding shares of Pro Star Freight Systems Inc. (?PFS?), an active carrier as a long haul freight transportation company and Pro Star Truck Center Inc. (?PTC?), a full service truck repair facility (collectively, ?Pro Star?) for

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Hydrophi Technologies Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2015 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2

Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. Audited Financial Statements As of December 31, 2015 and 2014 and for the years then ended Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 Exhibit 99.1 Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. Audited Financial Statements As of December 31, 2015 and 2014 and for the years then ended Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 2 Combined Balance Sheets as of December 31, 2015 and 2014 3 Combined

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

Hydrophi Technologies Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2015 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or oth

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

Hydrophi Technologies Group, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2015 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or oth

HYDROPHI TECHNOLOGIES GROUP, INC. SENIOR UNSECURED CONVERTIBLE NOTE

Exhibit 10.2 Exhibit 10.2 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK HYDROPHI TECHNOLOGIES GROUP, INC. Pursuant to the provisions of Section 607.0601 of the Florida Business Corporation Act

Exhibit 4.1 Exhibit 4.1 CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF HYDROPHI TECHNOLOGIES GROUP, INC. Pursuant to the provisions of Section 607.0601 of the Florida Business Corporation Act Hydrophi Technologies Group, Inc. (the ?Corporation?), a corporation organized and validly existing under the Florida Business Corporation Act (?FBCA?), hereby certifies that the follow

STOCK PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of November 23, 2015, (this ?Agreement?), is made and entered into by and among Pro Star Freight Systems Inc. and Pro Star Truck Center Inc. (collectively, the ?Company?), Prostar Holdings Trust (the ?Seller?) and Hydrophi Technologies Group, Inc., a Florida corporation (?Buyer?). P R E M I S E S: WHEREAS, t

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.3 Exhibit 10.3 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION S

HYDROPHI TECHNOLOGIES GROUP, INC. GREENSHOE WARRANT

Exhibit 10.4 Exhibit 10.4 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

HPTG / HydroPhi Technologies Group, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended: September 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-55050 HYDROPHI TECHNOLOGIES GROUP, I

EX-4

EX-4 2 exhibit41.htm EXHIBIT 4.1 Exhibit 4.1

EX-10

EX-10 3 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1

HydroPhi Technologies Group NT 10-Q

HYDROPHI TECHNOLOGIES GROUP, INC. OMB APPROVAL OMB Number: 3225-0058 Expires: August 31, 2015 Estimated average burden hours per response? 2.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 000-55050 Washington, D.C. 20549 FORM 12b-25 CUSIP NUMBER 44902P 101 NOTIFICATION OF LATE FILING (Check One): ?Form 10-K ?Form 20-F ?Form 11-K xForm 10-Q ?Form 10-D ?Form N-SAR ?Form N-CSR For

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of October , 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a Florida corporation, with headquarters located at 3404 Oakcliff Road Suite C6, Doraville, GA 30340 (the ?Company?), and the parties set forth on the signature page hereto (each, a ?Buyer?). WHEREAS: A. The Comp

SECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or othe

SECURITY AGREEMENT

Exhibit 10.2 Exhibit 10.2 SECURITY AGREEMENT THIS AGREEMENT (the ?Agreement?) is made this day of October, 2015, among Hydrophi Technologies Group, Inc. a Florida corporation, and its wholly owned subsidiary Hydrophi Technologies, Inc., a Delaware corporation (together with its successors and assigns, ?Grantor?), both with a headquarters address of Oakcliff Road, Suite C6, Doraville, GA30340 (also

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or ot

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 9, 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the “Company”), and , with its address at (the “Buyer”). WHEREAS: A. The Company and the Buyer are executing and delivering t

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 30, 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the ?Company?), and , a , with its address at (the ?Buyer?). WHEREAS: A. The Company and the Buyer are exe

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other ju

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of July 9, 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the ?Company?), and , with its address at (the ?Buyer?). WHEREAS: A. The Company and the Buyer are executing and

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 17, 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the ?Company?), and , a New York corporation, with its address at (the ?Buyer?). WHEREAS: A. The Company and th

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other j

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 27, 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the ?Company?), and , a New York corporation, with its address at (the ?Buyer?). WHEREAS: A. The Company and the

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other ju

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

HydroPhi Technologies Group 8-K (Current Report/Significant Event)

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 9, 2015, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the ?Company?), and , a New York corporation, with its address at (the ?Buyer?). WHEREAS: A. The Company and th

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement This Joint Filing Agreement, entered into and effective as of March 24, 2015, is made by and between 31 Group, LLC, Magna Equities I, LLC, Magna Equities II, LLC, and Joshua Sason (each, a “ Filer ” and, collectively, the “ Filers ”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

HPTG / HydroPhi Technologies Group, Inc. / 31 Group LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Hydrophi Technologies Group, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 44902P101 (CUSIP Number) March 24, 2015 (Date of

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisdiction of incorporation) (

HydroPhi Announces Over $1 Million Initial Purchase Order from Energia Vehicular Limpia S.A. de C.V. for its Client- Rutas Unidas to Install Hydroplant® Units on Transit Buses in Mexico City

EX-99 3 exhibit992.htm EXHIBIT 99.2 Exhibit 99.2 Investor Relations: Crescendo Communications, LLC Tel: (212) 671-1020 x 310 Email: [email protected] HydroPhi Announces Over $1 Million Initial Purchase Order from Energia Vehicular Limpia S.A. de C.V. for its Client- Rutas Unidas to Install Hydroplant® Units on Transit Buses in Mexico City Atlanta, GA – January 22, 2015 – HydroPhi Technologies

HydroPhi Announces Broad Transit Bus Refurbishing Program with Rutas Unidas and Mexico City

Exhibit 99.1 Investor Relations: Crescendo Communications, LLC Tel: (212) 671-1020 x 310 Email: [email protected] HydroPhi Announces Broad Transit Bus Refurbishing Program with Rutas Unidas and Mexico City Atlanta, GA – January 20, 2015 – HydroPhi Technologies Group, Inc. (OTCQB: HPTG) (“HydroPhi”), developer of the Hydrogen Hybrid™ approach to fuel efficiency and emissions reductions, today a

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisdiction of incorporation) (

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 hptg8k011315.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2015 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisd

EX-3

HPTG / HydroPhi Technologies Group, Inc. DEF 14C - - DEF 14C

SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisdiction of incorporation) (

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 4, 2014, by and between HYDROPHI TECHNOLOGIES GROUP, INC., a FLORIDA corporation, with headquarters located at 3404 OAKCLIFF ROAD SUITE C6, DORAVILLE, GA 30340 (the “Company”), and 31 GROUP, LLC, a New York corporation, with its address at 5 Hanover Square, New York, New York 10004

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

Loan Conversion Agreement

Exhibit 10.1 Loan Conversion Agreement This Loan Conversion Agreement (“Agreement”) is made and entered into as of November 12, 2014, by and between Hydrophi Technologies Group, Inc., a Florida corporation (the “Company”) and Philip Levin, an individual (the “Lender”). Recitals WHEREAS, from 2011 to 2014, the Lender made a series of loans to the Company (collectively, the “Loan”); WHEREAS, as of t

Loan Conversion Agreement

Exhibit 10.2 Loan Conversion Agreement This Loan Conversion Agreement (“Agreement”) is made and entered into as of November 12, 2014, by and between Hydrophi Technologies Group, Inc., a Florida corporation (the “Company”) and John Durham, an individual (the “Lender”). Recitals WHEREAS, from 2011 to 2014, the Lender made a series of loans to the Company (collectively, the “Loan”); WHEREAS, as of th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisdiction of incorporation)

HPTG / HydroPhi Technologies Group, Inc. PRER14C - - PRER14C

SCHEDULE 14C Amendment No. 1 (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: x Preliminary Information Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement H

HPTG / HydroPhi Technologies Group, Inc. PRE 14C - - PRE 14C

SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisdiction of incorporation) (

HydroPhi Announces Planned Installation of HydroPlant on Public Transportation Buses in Poland Water-based hydrogen fuel production systems designed to improve fuel efficiency and reduce greenhouse gas emissions

Exhibit 99.2 HydroPhi Announces Planned Installation of HydroPlant on Public Transportation Buses in Poland Water-based hydrogen fuel production systems designed to improve fuel efficiency and reduce greenhouse gas emissions ATLANTA, GA and WARSAW, Poland – HydroPhi Technologies Europe S.A. (“HTE”), exclusive European licensee and distributor for HydroPhi Technologies Group, Inc. (“HPTG”), a devel

HydroPhi Technologies Group, Inc. Announces European License & Distribution Agreement

Exhibit 99.1 HydroPhi Technologies Group, Inc. Announces European License & Distribution Agreement ATLANTA, GA-(Marketwired - October 09, 2014) - HydroPhi Technologies Group, Inc. (HPTG) ("HydroPhi"), a developer of water-based, clean energy technology that delivers improved fuel economy and reduced greenhouse gas emissions, today announced that it has signed a License and Distribution Agreement (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 hptg8k101014.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jur

PROSPECTUS HYDROPHI TECHNOLOGIES GROUP, INC.

Hydrophi Technologies Group, Inc. Filed Pursuant to Rule 424(b)(4) Registration File No. 333-195686 PROSPECTUS HYDROPHI TECHNOLOGIES GROUP, INC. 32,107,058 This prospectus relates to the resale of up to 32,107,058 Shares of common stock by 31 Group, LLC. The shares of common stock subject to this prospectus include: (i) 13,859,999 shares of common stock issuable upon conversion of the principal am

HydroPhi Technologies Group, Inc. Completes $700,000 Financing

EX-99 3 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1 Investor Relations: Crescendo Communications, LLC Tel: (212) 671-1020 x 304 Email: [email protected] HydroPhi Technologies Group, Inc. Completes $700,000 Financing Atlanta, GA – July 30, 2014 – HydroPhi Technologies Group, Inc. (OTCQB: HPTG) (“HydroPhi”), a developer of water-based, clean energy technology that delivers improved fuel economy and

WAIVER AGREEMENT

Exhibit 10.3 WAIVER AGREEMENT This Waiver Agreement (this “Agreement”), dated as of July 29, 2014 (the “Effective Date”), is by and between HydroPhi Technologies Group, Inc., a Florida corporation (the “Company”), and 31 Group, LLC (“Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement (as defined below). R E C I T A L S A. On Apri

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other jurisdiction of incorporation) (Com

HPTG / HydroPhi Technologies Group, Inc. CORRESP - -

CORRESP 1 filename1.htm HYDROPHI TECHNOLOGIES GROUP, INC. 3404 Oakcliff Road Suite C6 Doraville, GA 30340 (t) 404-974-9910 July 22, 2014 Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Hydrophi Technologies Group, Inc. Registration Statement on Form S-1 File No. 333-195686 Ladies and Gentlemen: In connection with the Registration Statement on Form S-1 of Hydrophi

HPTG / HydroPhi Technologies Group, Inc. S-1/A - - S-1/A

Hydrophi Technologies Group, Inc. As filed with the Securities and Exchange Commission on July 22 , 2014 Registration No. 333-195686 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 3714 27-288047

HPTG / HydroPhi Technologies Group, Inc. CORRESP - -

HYDROPHI TECHNOLOGIES GROUP, INC. 3404 Oakcliff Road Suite C6 Doraville, GA 30340 (t) 404-974-9910 July 22, 2014 Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Hydrophi Technologies Group, Inc. Registration Statement on Form S-1 File No. 333-195686 Ladies and Gentlemen: In connection with the Registration Statement on Form S-1, as amended (File No. 333-195686), o

HPTG / HydroPhi Technologies Group, Inc. CORRESP - -

Attorneys at Law | 437 Madison Ave., New York, NY 10022-7020 T(212) 907-7300 | F(212) 754-0330 | www.golenbock.com July 14, 2014 Via Edgar Mara L. Ransom, Esq. Assistant Director United States Securities and Exchange Commission Washington, D.C. 20549 Re: Hydrophi Technologies Group, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 27, 2014 File No. 333-195686 Dear Ms. Ransom:

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Hydrophi Technologies Group, Inc. Attorneys at Law | 437 Madison Ave., New York, NY 10022-7020 T(212) 907-7300 | F(212) 754-0330 | www.golenbock.com June 27, 2014 Via Edgar Mara L. Ransom, Esq. Assistant Director United States Securities and Exchange Commission Washington, D.C. 20549 Re: Hydrophi Technologies Group, Inc. Registration Statement on Form S-1 Filed May 5, 2014 File No. 333-195686 Resp

- S-1/A

Hydrophi Technologies Group, Inc. As filed with the Securities and Exchange Commission on June 27, 2014 Registration No. 333-195686 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 3714 27-2880472

LIST OF SUBSIDIARIES OF HYDROPHI TECHNOLOGIES GROUP, INC. Subsidiary Jurisdiction of Incorporation Hydro Phi Technologies, Inc. (100%) DE Hydrophi Technologies Europe Sp. z o.o. (25%) Poland

Exhibit 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF HYDROPHI TECHNOLOGIES GROUP, INC. Subsidiary Jurisdiction of Incorporation Hydro Phi Technologies, Inc. (100%) DE Hydrophi Technologies Europe Sp. z o.o. (25%) Poland

Registration Statement - S-1

Hydrophi Technologies Group, Inc. As filed with the Securities and Exchange Commission on May 5, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hydrophi Technologies Group, Inc. (Exact name of registrant as specified in its charter) Florida 3714 27-2880472 (State or jurisdiction of

LIST OF SUBSIDIARIES OF HYDROPHI TECHNOLOGIES GROUP, INC. Subsidiary Jurisdiction of Incorporation Hydro Phi Technologies, Inc. DE

Exhibit 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES OF HYDROPHI TECHNOLOGIES GROUP, INC. Subsidiary Jurisdiction of Incorporation Hydro Phi Technologies, Inc. DE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other

HYDROPHI TECHNOLOGIES GROUP, INC. 2014 Non-Qualified Performance Equity Award Plan

Exhibit 10.1 Exhibit 10.1 Approved by Board of Directors on April 29, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. 2014 Non-Qualified Performance Equity Award Plan Section 1. Purpose; Definitions. 1.1 Purpose. The purpose of the Hydrophi Technologies Group, Inc. (“Company”) 2014 Non-Qualified Performance Equity Award Plan is to enable the Company to offer to its employees, officers, directors and consul

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 25th day of April, 2014 by and between HydroPhi Technologies Group, Inc., a Florida corporation (the “Company”), and 31 Group, LLC (the “Investor”). WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 000-55050 27-2880472 (State or other

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April , 2014, between HYDROPHI TECHNOLOGIES GROUP, INC., a Florida corporation (the “Company”), and 31 GROUP, LLC (the “Investor”). In connection with the Securities Purchase Agreement, dated as of April 25, 2014, entered into by the Company and the Investor

CONVERTIBLE NOTE

Exhibit 4.1 CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO

[FORM OF WARRANT]

Exhibit 4.2 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Current Report

8-K/A 1 hptg8ka3011614.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A-3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2013 Amendment Date: January 16, 2014 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Charter) FLORIDA 0

SUPER REGIONAL DISTRIBUTION AND SERVICE PROVIDER AGREEMENT (“SRDSP”) PAGE 1

Exhibit 10.7 Exhibit 10.7 SUPER REGIONAL DISTRIBUTION AND SERVICE PROVIDER AGREEMENT (“SRDSP”) PAGE 1 THIS SUPER REGIONAL DISTRIBUTION AGREEMENT (the “Agreement”),dated August 22 , 2013 (the “Effective Date”), is between Hydro Phi Technologies, Inc., a Delaware corporation with offices at 3404 Oakcliff Road, Suite C4/C6, Doraville, Georgia 30340 (“Hydro Phi”), and Energ’a Vehicular Limpia S.A. de

SUPER REGIONAL DISTRIBUTION AND SERVICE PROVIDER AGREEMENT (“SRDSP”) PAGE 1

Exhibit 10.7 SUPER REGIONAL DISTRIBUTION AND SERVICE PROVIDER AGREEMENT (“SRDSP”) PAGE 1 THIS SUPER REGIONAL DISTRIBUTION AGREEMENT (the “Agreement”),dated August 22 , 2013 (the “Effective Date”), is between Hydro Phi Technologies, Inc., a Delaware corporation with offices at 3404 Oakcliff Road, Suite C4/C6, Doraville, Georgia 30340 (“Hydro Phi”), and Energ’a Vehicular Limpia S.A. de C.V. (“SRDSP”

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets - 8-K/A

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A- 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2013 Amendment Date: December 17, 2013 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Charter) FLORID

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HydroPhi Technologies Group, Inc. Attorneys at Law | 437 Madison Ave., New York, NY 10022-7020 T(212) 907-7300 | F(212) 754-0330 | www.golenbock.com December 17, 2013 Mara L. Ransom, Esq. Assistant Director United States Securities and Exchange Commission Washington, D.C. 20549 Re: HydroPhi Technologies Group, Inc. (f/k/a Big Clix, Corp.) Amendment No. 1 to Current Report on Form 8-K Filed Novembe

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2013 Amendment Date: November 22, 2013 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Charter) FLORIDA

- EXHIBIT 10.6

Exhibit 10.6 Exhibit 10.6

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HydroPhi Technologies Group Inc. Attorneys at Law | 437 Madison Ave., New York, NY 10022-7020 T(212) 907-7300 | F(212) 754-0330 | www.golenbock.com November 22, 2013 Mara L. Ransom, Esq. Assistant Director United States Securities and Exchange Commission Washington, D.C. 20549 Re: HydroPhi Technologies Group Inc. (formerly Big Clix, Corp.) Current Report on Form 8-K Filed September 25, 2013 File N

- NT 10-Q

OMB APPROVAL OMB Number . . . . 3225-0058 Expires: . . . . . . August 31, 2015 Estimated average burden hours per response . . . . . . . . . . . .2.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 CUSIP NUMBER 44902P 101 NOTIFICATION OF LATE FILING (Check One): ¨Form 10-K ¨Form 20-F ¨Form 11-K xForm 10-Q ¨Form 10-D ¨Form N-SAR ¨Form N-CSR For Period Ended: Sept

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K/A

HYDROPHI TECHNOLOGIES GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2013 Date of Amendment: November 6, 2013 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Flori

255 Executive Drive, Suite 400 Plainview, New York 11803 Tel: (516) 394-3344 Fax: (516) 908-7867

Exhibit 16.2 Exhibit 16.2 November 6, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We are the predecessor independent registered public accounting firm for Hydrophi Technologies Group, Inc. (Formerly Big Clix, Inc. (the “Company”)). We have read the Company’s disclosure set forth in Item 4.01 Changes in Registrant’s Certifying Accountants of t

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CORRESP 1 filename1.htm

255 Executive Drive, Suite 400 Plainview, New York 11803 Tel: (516) 394-3344 Fax: (516) 908-7867

Exhibit 16.1 Exhibit 16.1 November 1, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We are the predecessor independent registered public accounting firm for Hydrophi Technologies Group, Inc. (Formerly Big Clix, Inc. (the “Company”)). We have read the Company’s disclosure set forth in Item 4.01 Changes in Registrant’s Certifying Accountants of t

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2013 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact name of registrant as specified in its charter) Florida 333-168403 27-2880472 (State or other jurisdiction of incorporation)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 bclx8k100713.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2013 HYDROPHI TECHNOLOGIES GROUP, INC. (Exact Name of Registrant as Specified in Charter) FLORIDA 333-168403 27-2880472 (State or Other Jurisdictio

EX-3

Exhibit 3.1 Exhibit 3.1

HPTG / HydroPhi Technologies Group, Inc. / Durham John D - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. )* Big Clix, Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 089101-10-9 (CUSIP Number) With a copy to: John Durham 921 N. Chaparral #103 Corpus Christi

- 8-A12G

BIG CLIX, CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BIG CLIX, CORP. (Exact name of registrant as specified in its charter) Florida 27-2880472 (State of incorporation or organization) (I.R.S. Employer Identification No.) 12D School Stre

HPTG / HydroPhi Technologies Group, Inc. / Slotkin Roger M - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. )* Big Clix, Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 089101-10-9 (CUSIP Number) With a copy to: Roger M. Slotkin c/o Big Clix, Corp. 3404 Oakcli

HPTG / HydroPhi Technologies Group, Inc. / Philip Levin - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. )* Big Clix, Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 089101-10-9 (CUSIP Number) With a copy to: Philip Levin 5330 Vista Road, Pasadena, Texas 77

CRESCENDO COMMUNICATIONS, LLC

Exhibit 10.3 CRESCENDO COMMUNICATIONS, LLC July 19, 2012 Mr. Roger M. Slotkin Chief Executive Officer Hydro Phi Technologies, Inc. 3404 Oakcliff Road, Suite C4/C6 Doraville, Georgia 30340 This letter confirms the following agreement between our respective companies: 1. Hydro Phi Technologies, Inc. hereby retains Crescendo Communications, LLC (“Crescendo”) effective August 1, 2012, for implementati

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets - 8-K

BIG CLIX, CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2013 BIG CLIX, CORP. (Exact Name of Registrant as Specified in Charter) FLORIDA 333-168403 27-2880472 (State or Other Jurisdiction of Incorporation) (Com

Agreement and Plan of Merger dated as of July 15, 2013 by and among Hydro Phi Technologies, Inc., a Delaware corporation Big Clix, Corp., A Florida corporation HPT Acquisition Corp., A Delaware corporation AGREEMENT AND PLAN OF MERGER

Exhibit 10.1 Exhibit 10.1 Agreement and Plan of Merger dated as of July 15, 2013 by and among Hydro Phi Technologies, Inc., a Delaware corporation and Big Clix, Corp., A Florida corporation and HPT Acquisition Corp., A Delaware corporation AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 15, 2013, is entered into by and among HPT Acquisition, Inc.

1

Exhibit 10.2 Exhibit 10.2 This Amendment, dated as of September 25, 2013, is to that certain Agreement and Plan of Merger, dated July 15, 2013 (“Merger Agreement”), by and among HPT Acquisition, Inc. a Delaware corporation (“HPT”), a wholly owned subsidiary of Big Clix, Corp., a Florida corporation (“Parent”) and Hydro Phi Technologies, Inc., a Delaware corporation (the “Company”), for the purpose

BIG CLIX, CORP. COMMON STOCK PURCHASE WARRANT

Exhibit 10.4 Exhibit 10.4 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. B

Hydro Phi Technologies, Inc. COMMON STOCK PURCHASE WARRANT

Exhibit 10.5 Exhibit 10.5 THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. H

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August 13, 2013 Via FACSIMILE Securities and Exchange Commission Mail Stop 4561 450 Fifth Street, N.

Entry into a Material Definitive Agreement - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2013 BIG CLIX, CORP. (Exact Name of Registrant as Specified in Charter) Florida 333-168403 27-2880472 (State or Other Jurisdiction of Incorporation) (Commission File Number

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2013 BIG CLIX, CORP.

Financial Statements and Exhibits, Other Events - FORM 8-K FOR 04-18-2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2013 Big Clix Corp.

EX-10

Exhibit 10.1

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION BIG CLIX CORP.

Exhibit 3.3 H120000101023 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BIG CLIX CORP. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the President of Big Clix Corp. (hereinafter the “Corporation”), a Florida corporation, does hereby certify as follows: FIRST: The Articles of Incorporation of the Corporation were filed with

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - FORM 8-K FOR 01-26-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 26, 2012 BIG CLIX CORP.