UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)

Under the Securities Exchange Act of 1934

Xzeres Corp.

(Name of Issuer)

COMMON STOCK, $0.001 PER SHARE PAR VALUE

(Title of Class of Securities)

984189 100

(CUSIP Number)

Ravago Holdings America Inc.

1900 Summit Tower Blvd Suite 900, Orlando, FL 32810

407-875-9595

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 3, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

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

Explanatory Note

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on January 13, 2014 as amended by that certain Amendment #1 on Schedule 13D/A filed on June 11, 2014, Amendment No. 2 on Schedule 13D/A filed on July 18, 2014 (“Amendment No. 2”) and Amendment No. 3 on Schedule 13D/A filed on August 28, 2014 (as amended, the “Prior Filing”). Amendment No. 4 updates the disclosures in Items 3, 4, 5 and 6 of the Prior Filing to update certain ownership figures and also report the acquisition by the Reporting Person of additional shares of common stock of the Issuer Xzeres Corp., a Nevada Corporation (the "Issuer") in a private placement, as well as additional information regarding the investment intent of the Reporting Person.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 in the Prior Filing is hereby supplemented and amended in its entirety by replacing the text thereof with the following:

The loan participation amounts, and private placement amounts as to the Reporting Person, referred to in item 4 below were paid out of the Reporting Person’s and James Duffy’s, the President of the Reporting Person, personal funds. No part of the funds used in providing such loan participation or private placement were represented by funds or other consideration that was borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. See item 4 below.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 in the Prior Filing is hereby supplemented and amended in its entirety by replacing the text thereof with the following:

On or about April 1, 2013, the Reporting Person provided loans in the amount of $2,000,000 in connection with its participation in loans provided to the Issuer by Renewable Power Resources, LLC (the “Initial Participation”). In connection with the Initial Participation, James Duffy, the President of the Reporting Person, similarly provided loans in the amount of $1,000,000 in connection with such participation. In connection with such loans, the Issuer issued warrants to the Reporting Person and Mr. Duffy, for the purchase of 2,307,692 and 1,153,846 shares respectively, upon payment of the exercise price of $0.35 per whole share (the “Initial Warrants”).

On or about June 20, 2013, the Reporting Person and Mr. Duffy increased their participation by providing additional loans in the amount of $888,889 and $444,444 respectively (the “Initial Participation Increase”). In connection with the Initial Participation Increase, the Issuer issued warrants to the Reporting Person and Mr. Duffy, for the purchase of 1,025,641 and 512,821 shares respectively, upon payment of the exercise price of $0.35 per whole share (the “Initial Increase Warrants”).

On or about July 31, 2013, the Reporting Person and Mr. Duffy increased their participation by providing additional loans in the amount of $800,000 and $400,000 respectively (the “Second Participation Increase”). In connection with the Second Participation Increase, the Issuer issued warrants to the Reporting Person and Mr. Duffy, for the purchase of 920,000 and 460,000 shares respectively, upon payment of the exercise price of $0.35 per whole share (the “Second Increase Warrants”).

On or about April 23, 2014, the Reporting Person and Mr. Duffy increased their participation by providing additional loans in the amount of $971,501 and $485,751 respectively (the “Third Participation Increase”). In connection with the Second Participation Increase, the Issuer issued warrants to the Reporting Person and Mr. Duffy, for the purchase of 1,117,227 and 558,613 shares respectively, upon payment of the exercise price of $0.35 per whole share (the “Third Increase Warrants”). The Third Increase Warrants expire on April 16, 2018 and the share amount and exercise price are subject to adjustment under certain circumstances, including if there is a change in the fully-diluted outstanding share amount of the Issuer as such Third Increase Warrants can be exercised for 1.3982% and 0.6991% respectively of the fully-diluted outstanding share amount of the Issuer, calculated in accordance with such warrant, in exchange for an aggregate exercise price of approximately $391,029 and $195,515 respectively.

On or about October 25, 2013, the Reporting Person exercised its Initial Warrants, Initial Increase Warrants and Second Increase Warrants and thereafter received 4,253,333 Shares pertaining to such exercise. On or about October 17, 2013, Mr. Duffy exercised his Initial Warrants, Initial Increase Warrants and Second Increase Warrants and thereafter received 2,126,667 Shares pertaining to such exercise.

On or about August 21, 2014, the Reporting Person exercised its Third Increase Warrant, and thereafter received 1,120,687 Shares pertaining to such exercise, and also invested an additional $302,891 in the Issuer in exchange for 865,403 Shares.

On April 3, 2015, in a private placement transaction, the Reporting Person invested an additional $904,950 in the Issuer in exchange for 6,033,000 Shares.

On or about April 3, 2015, the Reporting Person determined that it, and/or an entity that it helps form (which any such entity may include ownership by other affiliates or insiders of the Issuer or persons related to or affiliated with the Reporting Person), intends to engage in discussions with the Issuer’s management, Board, other stockholders and other relevant parties, which discussions may include proposing or considering to initiate a going-private acquisition transaction with respect to the Issuer (the “Transaction”).  Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of Shares, other investment opportunities available to the Reporting Person, market conditions and general economic and industry conditions, the Reporting Person may take such actions with respect to its investments in the Issuer as they deem appropriate, including a transaction effectuated via a merger with the Issuer and/or a tender offer or other open-market or private acquisitions of additional shares in the Issuer by the Reporting Person or other applicable entity, but may also be effectuated via a reverse split.  Following such merger or other controlling acquisition, the Reporting Person or other applicable party intends to take the Issuer private and deregister and delist the Issuer’s shares.  While the Reporting Person feels that such Transaction is in the best interests of the shareholders, there are no assurances that any Transaction will be consummated and the Reporting Person is not under any obligation to consummate a Transaction.  If the Transaction is not consummated for any reason, the Reporting Person intends to continuously review the Issuer’s business affairs, capital needs and general industry and economic conditions, and, based on such review, the Reporting Person may, from time to time, determine to increase or decrease their ownership of common stock, approve an extraordinary corporate transaction with regard to the Issuer or engage in any of the events set forth in Items 4(a) through (j) of Schedule 13D. The foregoing is intended for informational purposes only and is not a solicitation of proxies in connection with any such Transaction.

Except as provided in this Amendment No. 4 and the Prior Filing, the Reporting Person and each of the other persons referenced in Item 2 in the Prior Filing, do not have any current plans or proposals which would relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

The plans and possible activities of the Reporting Person and each of the other persons referenced in Item 2 in the Prior Filing are subject to change at any time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 in the Prior Filing is hereby supplemented and amended in its entirety by replacing the text thereof with the following:

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 in the Prior Filing is hereby supplemented and amended in its entirety by replacing the text thereof with the following:

Other than as described in this Amendment No. 4, including Item 4 above and below in this Item 6, the Reporting Person and each person listed in Item 2 of the Prior Filing have no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer. On or about December 12, 2013, the Issuer issued a warrant to Ron Nardozzi, the Vice President and Treasurer of the Reporting Person, for the purchase of Shares (currently 70,800 Shares). This warrant expires on December 12, 2016 and the share amount and exercise price are subject to adjustment under certain circumstances, including if there is a change in the fully-diluted outstanding share amount of the Issuer as such warrant can be exercised for 0.075% of the fully-diluted outstanding share amount of the Issuer, calculated in accordance with such warrant, in exchange for an aggregate exercise price of approximately $21,389.

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.

Date: April 7, 2015