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~~March 2124, ~~2014~~2015

eFleets Corporation

(Exact name of registrant as specified in its charter)

Nevada	000-54357	26-2374319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7660 Pebble Drive, Fort Worth, Texas 76118

(Address of principal executive offices) (zip code)

(817) 616-3161

(Registrant’s telephone number, including area code)

(Former name, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into Material Definitive Agreement.

OnBackground. ~~November~~Good Earth 21Energy Conservation, ~~2014~~Inc. (“Good Earth”), a Delaware corporation that is wholly-owned by eFleets Corporation (the “Company”), ~~issued~~executed toand ~~Koukis~~delivered ~~Holdings~~to SAZeus Corporation, a ~~Swiss~~Marshall Islands corporation (“~~Koukis~~Zeus”):, ~~(i)~~a Secured anConvertible ~~unsecured~~Promissory ~~convertible promissory~~Note ~~note~~dated April 1, 2012 with a principal amount of ~~up to~~ $~~600~~750,000 (the “Zeus $750,000 Note”). The Zeus $750,000 Note is secured by that certain Security Agreement dated April 1, 2012 covering all of ~~which~~the equipment and the intellectual ~~Company~~property ~~received~~rights anof ~~initial~~Good ~~advance~~Earth (the “Security Agreement”). In addition, Good Earth executed and delivered to Zeus a series of additional promissory notes in the original principal amount of $~~200~~625,000 ~~U.S.~~(the ~~dollars.~~“Additional ~~The~~Notes”) which ~~promissory~~are ~~note~~also issecured ~~convertible~~by atthe collateral covered by the ~~election~~Security ofAgreement. ~~Koukis~~The ~~into~~Company ~~shares~~is ofin default under the ~~Company’s~~Zeus $~~0.001~~750,000 Note, ~~par~~the ~~value~~Additional ~~common~~Notes, ~~stock~~and (the ~~“Common~~Security ~~Stock”)~~Agreement. ~~and~~As ~~(ii)~~of ~~warrants~~March ~~entitling~~24, 2015, the ~~holder~~accrued ~~thereof~~interest toon ~~purchase~~the ~~400~~Zeus $750,000 ~~shares~~Note was $237,423 ofand ~~Common~~the ~~Stock~~accrued (interest on the ~~“Warrants”)~~Additional Notes was $67,100.27.

~~The~~From ~~Note~~January ~~matures~~30, ~~one year after its initial~~2015 ~~issuance~~to ~~date~~March ~~and~~12, ~~has~~2015 anDFW-USA, ~~interest rate of 8% per annum~~Inc., ~~The~~a ~~Note~~Georgia ~~may~~corporation be(“Purchaser”), ~~converted~~made ata ~~the~~series ~~election~~ of ~~Koukis~~purchase atprice aadvances ~~conversion~~to ~~price~~Good ~~equal~~Earth tototaling $~~.50~~374,688 ~~per~~in ~~share~~anticipation of ~~Common~~a ~~Stock,~~purchase ~~subject~~of tothe ~~customary~~collateral ~~adjustments~~subject into the ~~event~~Security ofAgreement. ~~reclassification~~Zeus ofhas ~~the~~assigned ~~Company, consolidation~~to ofPurchaser ~~the~~all ~~Company, merger, subdivision~~ of ~~shares~~its ofrights ~~Common~~and ~~Stock,~~obligations ~~combination~~under ofthe ~~shares~~Security ofAgreement, ~~Common~~the ~~Stock~~Zeus or$750,000 ~~dividends~~Note inand the ~~form~~Additional ~~of Common Stock~~Notes.

~~The~~Asset ~~Warrants~~Purchase ~~expire~~Agreement. Effective ~~five~~March ~~years~~24, ~~after~~2015 ~~their initial~~(the ~~issuance~~“Effective ~~date~~Date”), ~~and~~the ~~may~~Company beentered ~~exercised~~into ~~for~~an aAsset ~~purchase~~Purchase ~~price~~Agreement ~~equal~~(the to“Agreement”) with ~~$.50~~Good ~~per~~Earth ~~share~~and ofPurchaser, ~~Common~~pursuant ~~Stock subject~~ to ~~customary~~which ~~adjustments in~~Good ~~the~~Earth ~~event~~sold ofto ~~reclassification~~Purchaser all of the ~~Company,~~collateral ~~consolidation~~subject ofto the ~~Company,~~Security ~~merger,~~Agreement (the ~~subdivision~~“Purchased ofCollateral”). ~~shares~~Purchaser ofagreed ~~Common~~to ~~Stock~~pay $2,280,000 ~~combination of~~(the ~~shares~~“Purchase ofPrice”) ~~Common~~for ~~Stock or dividends in~~ the ~~form~~Purchased Collateral, ofpaid ~~Common~~as ~~Stock.~~follows:

(a) The ~~Note~~release, as ~~and~~of ~~Warrants~~the ~~were~~Effective ~~offered~~Date, ~~and sold~~by ~~to Koukis in~~Purchaser, aas ~~private~~the ~~placement~~assignee ~~transaction~~of ~~made~~the inZeus ~~reliance~~$750,000 ~~upon~~Note, ~~the~~of ~~exemptions~~all ~~from~~outstanding ~~registration~~principal ~~afforded~~and byinterest owed ~~Section~~by ~~4(a)(2)~~Good ofEarth ~~the~~pursuant ~~Securities~~to ~~Act~~the ofZeus ~~1933~~$750,000 Note, which outstanding principal and interest as ~~amended.~~of the Effective Date equals $987,423;

As(b) The ~~of the date of this report~~release, ~~the Company~~ ~~has~~as ~~issued Koukis an aggregate~~ of ~~$1,366,000~~the ofEffective ~~convertible notes and issued Koukis warrants to purchase 1~~Date,~~566,000~~ ~~shares~~by ~~of its common stock. Also~~Purchaser, as of the ~~date~~assignee of ~~this~~the ~~report~~Additional Notes, ~~Koukis~~of isall ~~owned~~outstanding principal and ~~controlled~~interest owed by ~~George~~Good ~~Koukis,~~Earth ~~who~~pursuant isto ~~also~~ the ~~control~~Additional ~~person of Zeus Corp.~~Notes, anwhich ~~affiliate~~outstanding ofprincipal ~~the~~and ~~Company.~~interest ~~The~~as ~~Company~~of ~~has~~the ~~issued~~Effective ~~Koukis~~Date anequals ~~aggregate of~~ $1692,~~366,000 of convertible notes and issued Koukis warrants to purchase 1,566,000 shares of its common stock~~100.27;

~~The~~(c) A ~~foregoing~~credit ~~information is a summary~~against of the ~~Note~~Purchase ~~and~~Price ~~Warrants issued to Koukis, is not complete, and is qualified~~ in ~~its entirety by reference to~~ the ~~full~~total ~~text~~amount of ~~the Note and Warrants~~$374,688 ~~forms~~for ofadvances ~~which~~paid ~~are attached as an exhibit~~ to ~~this~~Good ~~Current~~Earth ~~Report~~by onPurchaser ~~Form~~prior ~~8-K. Readers~~to ~~should review~~ the ~~forms~~Effective ~~of the Note and Warrants for a complete understanding of the terms and conditions associated with those transactions.~~Date;

~~Item~~(d) $85,000 ~~2.03~~by ~~Creation~~wire transfer ofon athe ~~Direct~~Effective ~~Financial~~Date; ~~Obligation Under~~ and ~~Off-Balance Sheet Arrangement of a Registrant.~~

~~The~~(e) $140,788.73 to ~~information~~be ~~contained~~paid into ~~Item~~Good ~~1.01 is~~Earth ~~hereby~~by ~~incorporated~~wire ~~herein~~transfer byon ~~reference~~or about April 1, 2015.

~~Item~~The ~~3.02~~board ~~Unregistered~~of ~~Sales~~directors of ~~Equity~~Good ~~Securities~~Earth believes that the fair market value of the Purchased Assets does not exceed the Purchase Price.

~~The~~Material Relationship. ~~information~~Mr. ~~contained~~Julian inStourton ~~Item~~has 1been a member of the board of directors of Good Earth since March 2014.01 Since December 2009, Mr. Stourton has been the Chief Executive officer of Koukis Holdings SA. which is ~~hereby~~affiliated ~~incorporated~~with ~~herein~~Zeus, bythe ~~reference~~Company’s largest shareholder and noteholder, and with Purchaser. Mr. Stourton recused himself as a director of Good Earth from voting on the proposed sale of the Purchased Collateral.

Good Earth’s Permitted Use of Purchased Collateral During the Permitted Use Period. From the Effective Date until April 24, 2015 (the “Permitted Use Period”), Purchaser granted to Good Earth a limited right and license to use the Purchased Collateral solely for the following limited purposes (the “Limited Use Right”):

(i) completion of assembly of six (6) Firefly vehicles to fulfill two purchase orders pending as of the Effective Date; and

(ii) the continuation of engineering activity on the current Firefly model.

During the Permitted Use Period the equipment constituting a part of the Purchased Collateral will remain in its current location as of the Effective Date until the expiration of the Permitted Use Period at no charge to Good Earth or the Company. In consideration of Purchaser granting the Limited Use Right to Good Earth during the Permitted Use Period, Good Earth agreed to automatically assigns, without additional consideration or any action required by Purchaser, Good Earth or the Company, all right, title and interest in and to all data, documentation, presentations, illustrations, software code (in any form) and other copyrightable works and any other intellectual property that is created during the Permitted Use Period by Good Earth or the Company or any of their respective employees or independent contractors. The proceeds from the sale of the six (6) Firefly vehicles (estimated to be approximately $216,314) will be retained by Good Earth.

Status of Operations. Good Earth has received sufficient cash from Purchaser pursuant to the Asset Purchase Agreement to complete the assembly of six (6) Firefly vehicles to fulfill two purchase orders pending as of the Effective Date. Following the completion of the six (6) vehicles, anticipated to occur by April 24, 2015, the Company is uncertain as to how long it can sustain operations. Without additional capital and an extension of the Limited Use Right, the Company will cease operations.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Form of 8% Unsecured Convertible Promissory Note between eFleets Corporation and Koukis Holdings SA.
10.1		Asset Purchase Agreement by and among the Company, Good Earth Energy Conservation, Inc. and DFW-USA, Inc. dated March 24, 2015.
10.1		Form of Warrant Certificate issued to Koukis Holdings, SA by eFleets Corporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	eFLEETS CORPORATION
Dated: November 21, 2014	By:	/s/ James R. Emmons
Dated: March 31, 2015	By:	/s/ James R. Emmons
		Name: James R. Emmons
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
4.1		Form of 8% Unsecured Convertible Promissory Note between eFleets Corporation and Koukis Holdings SA
10.1		Asset Purchase Agreement by and among the Company, Good Earth Energy Conservation, Inc. and DFW-USA, Inc. dated March 24, 2015.
10.1		Form of Warrant Certificate issued to Koukis Holdings, SA by eFleets Corporation

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