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EFLEETS CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

July 11, 2014



Item 1.01 Entry Into Material Definitive Agreement.

On July 7, 2014, eFleets Corporation (the "Company") issued to Koukis Holdings SA, a Swiss corporation ("Koukis"): (i) an unsecured convertible promissory note with a principal amount of 44,675 Swiss francs (the "Note"), of which the Company received $50,000 U.S. dollars. The promissory note is convertible at the election of Koukis into shares of the Company's $0.001 par value common stock (the "Common Stock") and (ii) warrants entitling the holder thereof to purchase 50,000 shares of Common Stock (the "Warrants").

The Note matures one year after its initial issuance date and has an interest rate of 8% per annum. The Note may be converted at the election of Koukis at a conversion price equal to $1.00 per share of Common Stock, subject to customary adjustments in the event of reclassification of the Company, consolidation of the Company, merger, subdivision of shares of Common Stock, combination of shares of Common Stock or dividends in the form of Common Stock.

The Warrants expire five years after their initial issuance date and may be exercised for a purchase price equal to $1.20 per share of Common Stock subject to customary adjustments in the event of reclassification of the Company, consolidation of the Company, merger, subdivision of shares of Common Stock, combination of shares of Common Stock or dividends in the form of Common Stock.

The Note and Warrants were offered and sold to Koukis in a private placement transaction made in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing information is a summary of the Note and Warrants issued to Koukis, is not complete, and is qualified in its entirety by reference to the full text of the Note and Warrants, forms of which are attached as an exhibit to this Current Report on Form 8-K. Readers should review the forms of the Note and Warrants for a complete understanding of the terms and conditions associated with those transactions.

Item 2.03 Creation of a Direct Financial Obligation Under and Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is hereby incorporated herein 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 Form of Warrant Certificate issued to Koukis Holdings, SA by eFleets Corporation


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Source: Edgar Glimpses


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