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): January 2128, 2014

eCareer Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-126514

20-2641871

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

2300 Glades Road, Suite 302E

Boca Raton, Florida 33434

(Address of principal executive offices)

Telephone: – (877) 880-4400

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:

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

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

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

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

Section 41- ~~Matters Related to~~ ~~Accountants~~Registrant’s Business and ~~Financial Statements~~ Operations

Item 41.01 ~~Changes~~ inEntry ~~Registrant’s~~into a Material ~~Certifying~~Definitive ~~Accountant~~ Agreement

~~Effective~~On January 1 28, 2014, ~~Our~~the ~~registered~~Company ~~accountants,~~entered into Dea ~~Meo~~Securities ~~Young~~Purchase ~~McGrath,~~Agreement ~~P.A.~~(the ~~Certified~~“Purchase ~~Public~~Agreement”) ~~Accountants~~with Asher Enterprises, Inc. (“~~DYM~~Asher”)~~, which served as~~ ~~the~~whereby ~~Company’s~~Asher ~~independent~~agreed ~~registered~~to ~~public~~purchase ~~accounting~~from ~~firm with respect to~~ the Company’s ~~financial~~a ~~statements~~Convertible ~~as at~~Promissory ~~and~~Note ~~for~~ (the ~~year~~“Note”) ~~ended~~in ~~June~~the ~~30,~~amount ~~2013~~of ~~notified us on January 20~~$42, ~~2014 that our client-auditor relationship has ceased due to DYM’s merger with Goldstein Schechter Koch, P~~500.~~A. (“Goldstein Schechter Koch”). See Exhibit 16.1.~~

~~Goldstein~~The ~~Schecter~~Securities ~~Koch~~Purchase is the surviving firm and shall continue to practice under that name. Anthony De Meo who served as DYM’s concurring partner for the Company’s audited financial statements at and for the year ended June 30, 2013, has become a partner of Goldstein Schechter Koch and will serve as the concurring partner for the 2014 audit. Goldstein Schechter Koch, has commenced service as the Company’s independent registered public accounting firm effective as of January 20, 2014. This change in the Company’s independent registered accounting firm was approved by the Company’s Board of Directors. As a result, the reports previously issued by DYM with respect to the Company will be reissued by, and any consents to the use of such reports will be issued by, Goldstein Schechter Koch.Agreement:

~~DYM’s~~The ~~report~~Purchase onAgreement ~~the~~provides in ~~Company’s~~part ~~financial~~that ~~statements~~Asher atwill ~~and~~purchase ~~for~~ the ~~years~~Note ~~ended~~for ~~June 30~~$42,500. ~~2013~~Asher ~~did~~is ~~not~~an ~~contain~~accredited ~~any~~investor ~~adverse opinion or disclaimer of opinion and were not qualified or modified~~ as todefined uncertainty, audit scope or accounting principles. During the year ended June 30, 2013 and the subsequent period through the effective date of this filing (i) there have been no disagreements with DYM, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of DYM, would have caused DYM to make reference to the subject matter of the disagreement in ~~connection~~Rule ~~with its reports,~~ 501(iia) no ~~such disagreement was discussed with the Company’s Board~~ of ~~Directors~~Regulation ~~or any~~D ~~committee~~and ofpurchased the ~~Board~~Note offor ~~Directors~~investment ~~of the Company and (iii) there have been no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K~~purposes.

~~The~~In ~~Company~~addition ~~provided~~to ~~DYM~~certain ~~with~~warranties ~~a copy of this Report~~ and ~~requested DYM~~representations ~~to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether DYM agrees with the statements~~ made by both the Company ~~in this Report,~~ and, ~~if not~~Asher, ~~stating~~ the ~~respects~~Purchase inAgreement ~~which it~~grants ~~does~~Asher ~~not~~a ~~agree.~~Right ~~The~~of ~~letter~~First ~~from~~Refusal ~~DYM~~with isrespect to ~~attached~~any tofuture ~~this~~financings ~~filing~~undertaken asby ~~exhibit~~the 16Company.2.

~~Neither~~The ~~the~~Convertible ~~Company~~Promissory nor anyone on behalf of the Company consulted Goldstein Schechter Koch regarding either (a) the application of accounting principles to a specified transaction, either completed or contemplated, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written or oral advice of Goldstein Schechter Koch was provided with respect to any accounting, auditing, or financial reporting issue or (b) any matter that was either the subject of a disagreement of the type described in Item 304(a)(iv) of Regulation S-K or any “reportable event” described in Item 304(a)(1)(v) of Regulation S-K. Note:

The ~~Company~~Note ~~has~~is ~~provided Goldstein~~in ~~Schechter~~the ~~Koch~~principal ~~with~~amount of a$42,500. ~~copy~~The ofNote ~~this~~is ~~Report~~due and ~~requested~~payable ~~Goldstein~~in ~~Schechter~~full ~~Koch~~together towith ~~review~~any ~~the~~accrued ~~disclosures~~interest ~~contained in~~on ~~this~~October ~~Report~~30, ~~and~~2014 ~~furnish~~ (the ~~Company~~“Maturity ~~with~~Date”). The aNote ~~letter~~shall ~~addressed~~bear tointerest at the ~~Securities~~rate ~~and~~of ~~Exchange~~8% ~~Commission~~per ~~containing~~annum ~~any~~except ~~new~~in ~~information, clarification of~~ the ~~Company’s~~case ~~expression~~ of ~~its~~default, ~~views or the respects~~ in which ~~Goldstein~~case ~~Schechter~~the ~~Koch~~Note ~~does~~will ~~not~~accrue ~~agree~~interest ~~with~~at the ~~disclosures~~rate ~~made~~of in22% ~~this~~per ~~Report~~annum. ~~The Goldstein Schechter Koch letter is attached to this filing as an exhibit.~~

~~Section~~The 9-Note ~~Financial~~may ~~Statements~~be prepaid in whole together with any accrued interest for a period of 180 days following the execution of the Note subject. In the event that the Company exercises its option to repay the Note, the Company will be obligated to pay Asher an amount equal to between 110% and 130% ~~Exhibits~~multiplied by the principal balance plus any accrued interest. The multiple which the Company is required to pay is dependent upon the date of repayment.

~~Item~~After ~~9.01 Financial~~the ~~Statements~~expiration of 180 days ~~and~~following ~~Exhibits~~the date of the Note, the Company shall have no right of prepayment.

~~Exhibit~~Asher Nohas no right of conversion for the first 180 days following execution of the Note. ~~Description~~If Asher chooses to convert all or any portion of the Note, the conversion price shall be calculated by multiplying the market price by 58%, representing a 42% discount rate (the “Conversion Price”).

~~Exhibit~~The ~~16.1~~Conversion ~~Declination~~Price ~~Letter~~is ~~from~~subject Deto adjustment ~~Meo~~in ~~Young~~the ~~McGrath~~case of a merger, Pconsolidation, recapitalization, reorganization or other similar events.A.

~~Exhibit~~The 16foregoing represents a summary of the terms and conditions of the referenced agreements which are attached as exhibits.2 ~~Letter~~For ~~from~~more ~~Goldstein~~complete information ~~Schechter~~regarding ~~Koch~~the obligations of both parties, Pyou are urged to review these agreements in their entirety.A.

Section 2- Financial Information

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

On January 28, 2014, the Company executed a Convertible Promissory Note with Asher Enterprises, Inc. The terms and conditions of the Note are discussed in detail under Item 1.01, “Entry into a Material Definitive Agreement”.

Exhibit No.	Description

Exhibit 10.1	Securities Purchase Agreement
Exhibit 10.2	Convertible Promissory Note

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.

	eCareer Holdings, Inc.
Date: January 21, 2014	By: /s/ Joseph Azzata
Date: February 17, 2014	By: /s/ Tim Kardok
	Joseph Azzata
	Tim Kardok
	Chief Executive Officer
	President

Filing Compare · eCareer Holdings, Inc.