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

Inergetics, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

45671Q204

(CUSIP Number)

May 19, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

(Page 1 of 11 Pages)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 45671Q204

NAMES OF REPORTING PERSONS

31 Group, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

BENEFICIALLY

OWNED BY

SOLE VOTING POWER

25,208,896*

SHARED VOTING POWER

-0- (See Item 4)

EACH

REPORTING

PERSON

WITH

SOLE DISPOSITIVE POWER

25,208,896*

SHARED DISPOSITIVE POWER

-0- (See Item 4)

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of certain convertible promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of such note(s). See the Issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,208,896*

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% (based on the total of 252,341,293 outstanding shares of Common Stock)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO – limited liability company

SCHEDULE 13G

CUSIP No. 45671Q204

NAMES OF REPORTING PERSONS

Magna Equities II, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

BENEFICIALLY

OWNED BY

SOLE VOTING POWER

25,208,896*

SHARED VOTING POWER

-0- (See Item 4)

EACH

REPORTING

PERSON

WITH

SOLE DISPOSITIVE POWER

25,208,896*

SHARED DISPOSITIVE POWER

-0- (See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,208,896*

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% (based on the total of 252,341,293 outstanding shares of Common Stock)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO – limited liability company

SCHEDULE 13G

CUSIP No. 45671Q204

NAMES OF REPORTING PERSONS

Magna Equities I, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

SOLE VOTING POWER

25,208,896*

SHARED VOTING POWER

-0- (See Item 4)

EACH

REPORTING

PERSON

WITH

SOLE DISPOSITIVE POWER

25,208,896*

SHARED DISPOSITIVE POWER

-0- (See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,208,896*

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% (based on the total of 252,341,293 outstanding shares of Common Stock)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO – limited liability company

SCHEDULE 13G

CUSIP No. 45671Q204

NAMES OF REPORTING PERSONS

Joshua Sason

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

BENEFICIALLY

OWNED BY

SOLE VOTING POWER

25,208,896*

SHARED VOTING POWER

-0- (See Item 4)

EACH

REPORTING

PERSON

WITH

SOLE DISPOSITIVE POWER

25,208,896*

SHARED DISPOSITIVE POWER

-0- (See Item 4)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,208,896*

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.99% (based on the total of 252,341,293 outstanding shares of Common Stock)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SCHEDULE 13G

CUSIP No. 45671Q204

Item 1.

	(a)	Name of Issuer Inergetics, Inc.

	(b)	Address of Issuer’s Principal Executive Offices 550 Broad Street Suite 1212
		Newark, NJ 07102

Item 2.

	(a)	Name of Person Filing This Schedule 13G (this “Schedule 13G”) is being jointly filed by 31 Group, LLC, a New York limited liability Company (“31 Group”), Magna Equities I, LLC, a Delaware limited liability company (“Magna Equities I”), Magna Equities II, LLC, a New York limited liability company (“Magna Equities II”)and Joshua Sason (“Mr. Sason” each, a “Reporting Person” and, collectively, the “Reporting Persons”).

	(b)	The address of the principal business office of each of the Reporting Persons is: 5 Hanover Square, New York, New York 10004.

	(c)	Citizenship Magna Equities I is a Delaware limited liability company. Magna Equities II is a New York limited liability company. 31 Group, LLC is a New York limited liability company. Mr. Sason is a United States citizen.

	(d)	Title of Class of Securities Common Stock, $0.001 par value (the “Common Stock”)

	(e)	CUSIP Number 45671Q204

SCHEDULE 13G

CUSIP No. 45671Q204

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

(a)

Amount beneficially owned:

The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(b)

Percent of class:

The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

SCHEDULE 13G

CUSIP No. 45671Q204

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(ii)

Shared power to vote or to direct the vote

The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

31 Group may acquire the 25,208,896 shares of Common Stock, which are issuable upon the conversion of outstanding convertible promissory notes of the Issuer. Magna Equities II owns 50% of all membership interests in 31 Group. Mr. Sason owns all membership interest in Magna Equities I and Magna Equities II and acts as the manager to 31 Group. Accordingly, Mr. Sason, Magna Equities I and Magna Equities II may be deemed to be a beneficial owner and have sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the securities owned directly by Magna Equities I, Magna Equities II, and 31 Group. Neither the Reporting Persons nor any of their affiliates are registered broker-dealers or an associated person of a registered broker-dealer.

SCHEDULE 13G

CUSIP No. 45671Q204

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signatures on following page]

SCHEDULE 13G

CUSIP No. 45671Q204

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 19, 2015

31 Group, LLC


By:		/s/ Joshua Sason
	Name:	Joshua Sason
	Title:	Managing Member


Magna Equities I, LLC


By:		/s/ Joshua Sason
	Name:	Joshua Sason
	Title:	Managing Member


Magna Equities II, LLC


By:		/s/ Joshua Sason
	Name:	Joshua Sason
	Title:	Managing Member


Joshua Sason


		/s/ Joshua Sason
		JOSHUA SASON

SCHEDULE 13G

CUSIP No. 45671Q204

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Joint Filing Agreement, dated as of May 19, 2015, by and between 31 Group, LLC, Magna Equities I, LLC, Magna Equities II, LLC, and Joshua Sason.

INERGETICS INC SC 13G