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 4, 2014

eFleets Corporation

(Exact name of registrant as specified in its charter)

7660 Pebble Drive, Fort Worth, Texas

(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):

Item 1.01 Entry Into Material Definitive Agreement.

Sale of Note and Warrants

On April 4, 2014, eFleets Corporation (the “Company”) issued to Zeus Corp., a Marshall Islands corporation (“Zeus”): (i) an unsecured convertible promissory note with a principal amount of $50,000 (the “Note”), which is convertible at the election of Zeus into shares of the Company’s $0.001 par value common stock (the “Common Stock”) and (ii) warrants entitling the holder thereof to purchase 16,556 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 Zeus at a conversion price equal to $1.51 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 $2.01 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 Zeus in a private placement transaction made in reliance upon the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

Note Extension and Warrants

On April 1, 2012, the Company’s wholly owned subsidiary Good Earth Energy Conservation, Inc. (“Good Earth”) issued to Zeus an unsecured convertible promissory note with a principal amount of $750,000 (the “Extended Note”), which was convertible at the election of Zeus into shares of Good Earth’s common stock and, as subsequently amended, had a maturity date of March 31, 2014.

On April 4, 2014, Good Earth and Zeus executed a letter agreement pursuant to which they agreed that: (i) the maturity date of the Extended Note was extended to be March 31, 2015 and (ii) all interest principal and interest due on the Extended Note shall not be due and payable until March 31, 2015. In consideration for the extension granted by Zeus, the Company will issue Zeus warrants to purchase 750,000 shares of Common Stock with an exercise price of $1.26 per share and an expiration date of March 31, 2019. The Warrants were offered and sold to Zeus in a private placement transaction made in reliance upon the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933, as amended.

The foregoing information is a summary of the Note and Warrants issued to Zeus, 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 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

EXHIBIT INDEX