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~~December 2618, 2013

EVOLUCIA INC.

(Exact name of registrant as specified in its charter)

Nevada		000-53590		98-0550703
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

7040 Professional Parkway East, Sarasota, Florida 34240

(Address of principal executive offices) (zip code)

941-751-6800

(Registrant's telephone number, including area code)

Copies to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

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~~Into aA Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Item 3.02

Unregistered Sales of Equity Securities

OnAs ~~November~~previously 26reported, in 2013, Evolucia Inc. (the “Company”) ~~issued~~sold toSecured ~~the~~14% ~~Sack~~Callable ~~Family~~Promissory ~~Investment~~Notes ~~Fund,~~(the ~~LLC~~"2013 aNotes") ~~Promissory~~and ~~Note~~common instock ~~the~~purchase ~~amount~~warrants ofexercisable at $~~400,000~~0.025 per share (the “~~Sack Note~~Warrants”) (the “2013 Warrants” and acollectively ~~Common~~with ~~Stock~~the ~~Purchase~~2013 ~~Warrant~~Notes, the "2013 Securities") to ~~acquire~~several accredited investors. 40On December 31,~~000~~ 2013,~~000~~ ~~shares~~a portion of ~~common~~the ~~stock~~accredited ~~(the~~investors ~~“Sack~~that ~~Warrant”)~~participated in ~~consideration~~this ofoffering aagreed ~~loan~~to inconvert ~~the~~their ~~same~~2013 ~~amount~~Securities ~~provided~~representing onan ~~October~~aggregate 28of $1,797,704.98 in 2013~~. The~~ ~~Sack~~Notes, ~~Note~~including ~~was~~principal ~~issued~~and interest, and isWarrants ~~payable~~to ~~together~~acquire ~~with~~an ~~15%~~aggregate ~~interest~~of ~~per~~77,465,327 ~~annum~~shares onof ~~December~~common ~~31,~~stock ~~2013~~into or8% ~~upon~~Secured ~~the~~Convertible ~~Company~~Promissory ~~closing~~Notes a(the ~~capital~~"Replacement ~~raise~~Notes"). The ~~Sack~~Replacement ~~Warrant~~Notes ismature ~~exercisable~~three ~~for~~years from the date of issuance and are convertible into shares of common stock at a ~~period~~conversion price of ~~five~~$0.01 ~~years,~~per share subject to the Company increasing its authorized shares of common stock,. Interest atis andue ~~exercise~~and ~~price~~payable ofon ~~$0.01~~the ~~per~~maturity ~~share~~date. ~~Burton~~The ~~“Skip”~~Replacement ~~Sack,~~Notes acan ~~director~~be ofprepaid ~~the~~in ~~Company,~~whole isor ~~the~~in ~~managing~~part ~~member~~at any time without the consent of the ~~Sack~~holder. The ~~Family~~Replacement ~~Investment~~Notes ~~Fund,~~are ~~LLC~~secured by the assets of the Company.

~~The~~In ~~securities~~addition, ~~were~~an ~~offered~~accredited ~~and~~investor ~~sold~~that inacquired a ~~private~~Convertible ~~placement~~Promissory ~~transaction~~Note ~~made~~ in ~~reliance~~June ~~upon~~2011, ~~exemptions~~agreed ~~from registration pursuant~~ to ~~Section~~convert ~~4(2) under~~ the ~~Securities~~remaining ~~Act~~outstanding ofbalance ~~1933~~payable ~~and/or Rule 506 promulgated~~ under ~~Regulation~~such Dnote ~~thereunder. The investor is an accredited investors as defined in Rule 501~~ of ~~Regulation~~$68,419.84 Dinto ~~promulgated~~a ~~under~~Replacement ~~the Securities Act of 1933~~Note.

~~The~~Further, ~~foregoing~~an ~~information~~accredited isinvestor athat ~~summary~~acquired ofa ~~each~~Convertible ofPromissory ~~the~~Note ~~agreements involved~~ in ~~the~~October ~~transaction described above~~2013, isagreed ~~not~~to ~~complete,~~convert ~~and~~the isremaining ~~qualified~~outstanding inbalance ~~its~~payable ~~entirety~~under bysuch ~~reference~~note ~~to the full text~~ of ~~those agreements~~$101,622 ~~each~~into ~~of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for~~ a ~~complete~~Replacement ~~understanding of the terms and conditions associated with this financing transaction~~Note.

On December 18, 2013, the Company entered into Securities Purchase Agreements and Security Agreements with several accredited investors (the “Note Investors”) providing for the sale by the Company to the Note Investors of 8% Secured Convertible Promissory Notes in the aggregate amount of $350,000 (the "New Notes"). The New Notes mature three years from the date of issuance and are convertible into shares of common stock at a conversion price of $0.01 per share subject to the Company increasing its authorized shares of common stock. Interest is due and payable on the maturity date. The New Notes can be prepaid in whole or in part at any time without the consent of the holder. The New Notes are secured by the assets of the Company.

The Replacement Notes and the New Notes are debt obligations arising other than in the ordinary course of business which constitute direct financial obligations of the Company.

The issuance of the Replacement Notes and the New Notes was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. The holders of the Replacement Notes and the New Notes are accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
4.1		~~Promissory~~Form ~~Note~~of ~~dated~~Conversion ~~November~~Agreement ~~26,~~– ~~2013~~Replacement ~~issued to Sack Family Investment Fund, LLC~~Notes
4.2		~~Common~~Form ~~Stock~~of ~~Purchase~~Convertible ~~Warrant~~Promissory ~~dated~~Note ~~November~~– ~~26,~~Replacement ~~2013 issued to Sack Family Investment Fund, LLC~~Notes

4.3

Form of Security Agreement – Replacement Notes

4.4		Form of Securities Purchase Agreement – New Notes

4.5		Form of Convertible Promissory Note – New Notes

4.6

Form of Security Agreement – New Notes

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.

	EVOLUCIA INC.
Date: November 27, 2013	By:	/s/ Mel Interiano
Date: February 5, 2014	By:	/s/ Mel Interiano
		Name: Mel Interiano
		Title: Chief Executive Officer

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