As filed with the Securities and Exchange Commission on September 5, 2014

Registration No. 333-195672

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

eFLEETS CORPORATION

(Exact name of registrant as specified in its charter)


Nevada	3711	26-2374319
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

7660 Pebble Drive
Fort Worth, TX 76118
Telephone: (817) 616-3161

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

James R. Emmons
President and Chief Executive Officer
eFleets Corporation
7660 Pebble Drive
Fort Worth, TX 76118
Telephone: (817) 616-3161

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:


Michael H. Ference, Esq. Thomas Rose, Esq. David B. Manno, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32^nd Floor New York, New York 10006 Telephone: (212) 930-9700 Fax: (212) 930-9725		Christopher S. Auguste, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Fax: (212) 715-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

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CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee⁽²⁾
Common Stock, $0.001 par value per share⁽²⁾⁽³⁾	$	4,600,000	$	592.48
Common Stock Purchase Warrants	$	7,667	$	0.99	⁽⁴⁾
Shares of Common Stock, $0.001 par value per share, underlying Common Stock Purchase Warrants⁽²⁾⁽⁷⁾	$	2,875,000	$	370.30
Representative’s Common Stock Purchase Warrant	$		$	⁽⁵⁾
Shares of Common Stock underlying Representative’s Common Stock Purchase Warrant⁽²⁾⁽⁶⁾	$	250,000	$	32.20
Total Registration Fee	$	7,732,667	$	995.97*

Previously Paid.

(1)

Estimated solely for the purpose of calculating the amount of registration fee pursuant to Rule 457(o) under the Securities Act.

(2)

Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(3)

Includes shares the underwriters have the option to purchase to cover over-allotments, if any.

(4)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(i) under the Securities Act.

(5)

No registration fee required pursuant to Rule 457(g) under the Securities Act.

(6)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, based on an estimated proposed maximum aggregate offering price of $250,000, or 125% of $200,000 (5% of $4,000,000).

(7)

There will be issued warrants to purchase shares of common stock. The warrants are exercisable at a per share price equal to 125% of the public offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.


PRELIMINARY PROSPECTUS		SUBJECT TO COMPLETION		DATED SEPTEMBER 4, 2014

8,000,000 Shares
Common Stock
Warrants to Purchase 8,000,000 Shares
Common Stock

[GRAPHIC MISSING]

We are offering 8,000,000 shares of common stock and warrants to purchase up to an aggregate of 8,000,000 shares of our common stock. The warrants will have a per share exercise price of $ . The warrants are exercisable immediately and will expire five years from the date of issuance.

Our common stock is quoted on the OTCQB under the symbol “EFLT”. On August 29, 2014, the last reported sale price for our common stock on the OTCQB was $2.75 per share. The underwriters intend to file an application with FINRA to have our warrants quoted on the OTCQB.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Share

Per Warrant

Total

Public offering price

Underwriting discount⁽¹⁾

(1)

Does not include a non-accountable expense allowance equal to 1.00% of the gross proceeds of this offering payable to Aegis Capital Corp., the representative of the underwriters. See “Underwriting” for a description of compensation payable to the underwriters.

We have granted a 45-day option to the representative of the underwriters to purchase up to 1,200,000 additional shares of common stock and/or warrants to purchase up to 1,200,000 additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver our shares and warrants in the offering on or about , 2014.

Aegis Capital Corp

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[GRAPHIC MISSING]

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	Page
Prospectus Summary		1
Risk Factors		14
Cautionary Note Regarding Forward-looking Statements and Industry Data		21
Use of Proceeds		21
Price Range of Common Stock		22
Dividend Policy		22
Dilution		22
Capitalization		23
Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Business		32
Directors and Executive Officers		38
Security Ownership of Certain Stockholders and Management		42
Certain Relationships, Related Party Transactions, and Director Independence		44
Description of Securities		49
Underwriting		57
Legal Matter		65
Experts		65
Where You Can Find More Information		65
Index To The Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell shares of our common stock and warrants to purchase shares of common stock. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock or warrants to purchase shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.

For investors outside the United States: We have not and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock, the warrants to purchase shares of common stock and the distribution of this prospectus outside the United States.

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PROSPECTUS SUMMARY

This summary highlights important material information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhere in this prospectus.

Numbeer, Inc. was incorporated in the State of Nevada on April 7, 2008. Until May 22, 2013, Numbeer was a development-stage company organized to sell a complete beer control system which would maximize the yield from a keg. Numbeer Acquisition, Inc. (“Acquisition”) was incorporated in the State of Nevada on May 8, 2013, as a wholly-owned subsidiary of Numbeer, to facilitate the acquisition of Good Earth Energy Conservation, Inc. or Good Earth.

On May 22, 2013, we acquired Good Earth, a privately-owned Delaware corporation, pursuant to a merger of Acquisition with and into Good Earth, with Good Earth as the surviving entity (the “Merger”).

On January 30, 2014, Numbeer changed its name to eFleets Corporation.

Unless otherwise stated or the context requires otherwise, references in this prospectus to “we,” “us,” and “our” refer to eFleets Corporation, after giving effect to the Merger discussed above, unless otherwise stated or the context clearly indicates otherwise.

eFLEETS CORPORATION

Business Overview

We are a Texas based corporation that is focused on the design, development and manufacturing of an all-electric fleet vehicle for the essential services market. Our Firefly® ESV is an all-electric vehicle designed for use in traffic control/parking enforcement, security, small package delivery, military, maintenance, airport services, warehouses, and other comparable utility applications (the “Essential Services Market”). The Firefly® ESV vehicles offers a zero-emission, high performance, low-maintenance and affordable alternative to specifically meet the needs of fleet vehicles in the Essential Services Market (“ESV”).

As of June 30, 2014, we have shipped 35 Firefly® ESV vehicles to a total of sixteen different cities through our dealers located in Long Beach, California, Seattle, Washington, Minneapolis, Minnesota, Frederick, Maryland, and San Francisco, California. As of June 30, 2014, we have received sales orders for a total of 69 FireFly® ESVs which represents total order value received of $1,906,174. The sales orders representing the 69 vehicles are spread across several market segments as shown below and were all sold at the MSRP plus additional options:

•

Parking enforcement – 57 units

•

Airport Security/Patrol – 4 units

•

Universities/Colleges – 8 units

As of June 30, 2014 we had total open sales orders (“sales order backlog”) from our dealers for delivery to various cities, airports, and universities throughout the United States for 35 vehicles, aggregating a total dollar value of $916,567. As of August 27, 2014 we had cash on hand of $19,759.

Our management has identified the following important trends in the electric utility vehicle industry:

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Increased cost of gasoline and other fuels.

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Economic pressures resulting from the global economic downturn — increased demand for reduced prices and lower operating costs.

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Gasoline shortages and high costs of gasoline in some developing countries.

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Increased awareness that vehicles using fossil fuels contribute to pollution and global warming.

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•

Government regulations in many countries for reduction in greenhouse gases, and incentives for “green solutions” to abate or resolve problems causing degradation of the earth’s environment, ecosystem or natural resources.

•

United States (federal and state) and European regulations mandating the use of electric and alternative fuel vehicles.

•

Increased consumer awareness of security issues resulting from the world’s dependence on fossil fuels, in addition to environmental concerns.

•

Technological advances in batteries, sensors and infrastructure.

Needs of the Essential Services Market

Based on data collected from the direct input from fleet managers in several municipalities in California, Washington and New York management believes and anticipates that there is a market demand for a utility electric vehicle that can provide the following capabilities consistently:

•

35 to 45 mph.

•

A minimum range of 60 miles range per charge.

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Access from the left or right side of the vehicle via sliding “mini-van” type doors — for tire marking and ticket distribution.

•

Short turning radius and maneuverability in tight spaces and for double parking while ticketing parking offenders.

•

Low maintenance, high durability construction.

•

Electronic vehicle performance monitoring system.

•

Ergonomically designed interior for user comfort and ease of operation.

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Customer driven customer service and support function.

•

Base pricing of $25,000 to $30,000 per unit.

Target Markets in the Essential Services Market

Parking Enforcement (Municipalities and Universities). The initial design of the Firefly® ESV is specific to the parking enforcement (municipalities and universities) application. Other vehicle sizes and configurations (Segway vehicles, automobiles, full-size trucks) have been tested in the various city fleets for this application but have encountered functionality problems and user objections or do not meet low emissions standards that are being requested, as reported by fleet managers.

Port Terminal Operators. The following are the major ports located in the United States:


Boston, MA		San Diego, CA
Newark, NJ/New York, NY		Los Angeles/Long Beach, CA
Charleston, SC		Point Hueneme, CA
Galveston/Corpus Christi, TX		San Francisco, CA
Mobile, AL		Portland, OR
New Orleans, LA		Seattle, WA

Each port is managed by a terminal operator, such as Maersk, Cosco, and Ports of America, that is responsible for the off-loading and loading of containers. Part of the function of these operators is to verify the containers with shipping manifests. These functions are performed by individuals employed by the port authority who drive from the operations center where they are dispatched to the ships. Each employee typically drives a small, gas burning pickup truck such as a Toyota Tacoma, Ford Ranger or Chevy S10 approximately 70 to 100 miles per day in short round trips to and from the ships. An example of one such fleet is the Port of Los Angeles/Long Beach, which is comprised of approximately 700 vehicles of this

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type, running two shifts per day. Our vehicles can travel more than 90 miles on one full charge and it takes approximately four to six hours for one of vehicles to fully charge.

Our Vehicles

We currently produce one model of the Firefly® ESV, which can be configured with a fully enclosed cargo van or with an enclosed cab, rather than the standard open pickup bed. Additionally, other configurations are available for passenger and utility applications. The primary features of the Firefly® ESV include:

•

Fully electric

Zero emissions

Low operating and maintenance costs (estimated less than two cents per mile)

Lithium iron phosphate battery pack (estimated five year battery life)

•

Maneuverable

Three wheels – short turning radius

•

Completely enclosed cab, ergonomically designed for efficiency and comfort

LinearGlide extra-wide doors

Single or dual seats

•

Speed: 45 MPH

Range 60+ miles per charge – standard model

Range 90+ miles per charge – ER model

•

Low cost to purchase

$25,000 to $30,000 for vehicle with a standard three year manufacturer’s warranty and an option to purchase a two year extended maintenance agreement priced at $5,250

Marketing Strategy

We intend to assemble and market fully electric vehicles for the Essential Services Market in the United States for municipalities, universities/colleges, airports/ports and businesses, starting with a vehicle designed for traffic control and parking enforcement, as well as security patrol with lower operating costs as compared to the operating costs of the vehicles currently in their fleets. Management’s estimate of the United States’ Essential Services Market size is 20,000 vehicles annually or a $600 million annual market, based on input from various cities/airports/ports/colleges/universities regarding the size of their fleets and annual replacement rates. Based on the collection of data from the various websites of these cities/airports/ports/colleges/universities, small package delivery companies, and the federal government published Federal Fleet Report it is managements’ estimate the overall size of the market is in excess of 650,000 vehicles of which we have targeted approximately 185,000 as our initial market. Based on our initial target market size estimate of 185, 000 vehicles and our average sales price per vehicle of $27,157, that would equate to approximately a $5 billion market size. There can be no assurance that we will be able to sell any specified volumes of electric vehicles.

•

Phase I implementation — Initiate sales program through on-site vehicle demonstrations. The annualized cost for Phase I implementation is approximately $200,000. This phase was implemented in the fourth quarter 2012 and continues today. Based on our experience in the market, the on-site demonstration sales method has been identified as the best method of introducing our product to prospective customers and has become a standard part of the sales process.

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•

Phase II implementation — Sales program to be implemented in 2015. Assemble and sell the Firefly® ESV with different configurations, such as a fully enclosed three-wheel or four-wheel van, for other fleet applications in the United States, such as urban delivery and transport of goods around ports or college campuses. The three-wheel van configuration will be introduced in the second quarter of 2015 with an expected development cost of $100,000. The expected development costs along with marketing costs associated with a new four-wheel model will be approximately $450,000. The anticipated timeline for development is as follows:

Fourth quarter 2014 — develop scope of work for design.

First quarter 2015 — implement/complete engineering designs/drawings along with design review.

Second quarter 2015 — complete a prototype, complete testing process, integrate into production.

Third quarter 2015 — launch sales/marketing program for the new four wheel vehicle.

The implementation of Phase II is contingent on our successfully raising additional working capital sufficient to fund this project. We estimate we will need a minimum of $3,000,000 in new capital in order to begin implementation of this project.

All sales and marketing plans are based on our ability to raise additional capital and successfully deploy that capital to achieve the desired results for maximum profitability.

Sales and Marketing Plan. The Firefly® ESV launched its initial sales efforts on the west coast and will sell its vehicles exclusively through a network of dealers throughout the United States. In conjunction with the launch, we added a small number of hand-picked dealers in each territory to maximize coverage, to provide customer and technical support and to open additional markets. Dealers are chosen based on experience, current product offering, technical resources, type of customers served and current customer satisfaction.

Competition

Our product competes with gasoline-powered vehicles such as the GO-4 Interceptor parking enforcement vehicle used by many parking enforcement departments throughout the United States, as well as passenger cars and trucks such as the Toyota RAV4, Smart Car, Honda CRV, and other alternative fuel (natural gas, electric vehicle conversions, hybrid vehicles, and other electric powered vehicles), all vehicles that are mass produced and have a general application at a lower acquisition cost to the customer. Our competitors may promote vehicles which are more readily accepted by customers. The FireFly® ESV was developed through a collaboration with users in the form of one-on-one data gathering meetings with fleet managers and actual parking enforcement drivers in various cities such as Santa Monica, California, San Francisco, California, New York, New York and Seattle, Washington, which resulted in our current vehicle design. This approach produced a vehicle that was designed specifically for the targeted Essential Services Market, with the required utility function as stated to us by the prospective users.

Manufacturing/Logistics

The FireFly® ESV has been designed and developed entirely by our engineers. Our business plan is to design and develop all vehicles internally, with the manufacture of parts performed by outside vendors per our drawings and specifications. We maintain a small group of technicians that support the engineering staff by fabricating small parts and mockups of new designs.

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expense, procure the raw materials (steel and aluminum sheets/tubing) and provide all necessary facilities and labor to manufacture the sub-assembly parts. Multiple sources are available throughout the United States for raw materials to produce the parts needed to assemble our vehicle. At the present time we do not have agreements in place with any suppliers. All such parts are ordered on an as-needed basis through purchase orders.

Research and Product Development

The general focus of our research and development team is the design and development of electric utility vehicles. The main efforts were completed between January 2009 and December 2011. We incurred costs in the form of salaries and wages for engineers and technicians as well as costs in connection with the purchase of prototype parts and/or fabrication of raw materials into prototype parts to be used in the production of a prototype vehicle, with total estimated development costs of approximately $3,000,000. We will continue to have a certain level of research and product development efforts to enhance our existing vehicles, design new vehicles, and develop solutions for customer applications. We believe that our ability to respond to current and perceived future customer demands differentiates us from many of our competitors, as we rapidly introduce new vehicles to address market needs. We intend to expand our research and development team as we believe that increased spending in this area will be necessary to successfully develop vehicles that will have value in the Essential Services Market.

Our Risks and Challenges

We are a development stage company and have generated minimal revenues to date. Since our inception, we have incurred substantial losses. Our business and our ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide to buy our common stock and warrants. In particular, you should carefully consider the following risks, which are discussed more fully in “Risk Factors” beginning on page 14 of this prospectus.

•

Our audited financial statements contain a going concern opinion. Our ability to continue as a going concern will be dependent on our raising additional capital and the success of our business plan.

•

We will need to raise additional capital.

•

If we fail to meet our payments or other obligations under our secured indebtedness, the lenders under such indebtedness could foreclose on, and acquire control of, substantially all of our assets.

•

We have a limited operating history and a history of operating losses, and expect to incur significant additional operating losses.

•

If our vehicles do not gain expected market acceptance, prospects for our sales revenue and profit may be affected.

•

If we are not able to compete effectively with other competitors, our prospects for future growth will be jeopardized.

•

Downturns in general economic and market conditions could materially and adversely affect our business.

•

If critical manufacturing components become unavailable or our vendors delay their production, our business will be negatively impacted.

•

Changes in laws, regulations and policies that affect our business could adversely affect our financial results.

•

If our vendor manufacturers fail to meet our requirements for quality, quantity, price and timeliness, our business growth could be harmed.

•

Our vehicles could contain defects or they may be installed or operated incorrectly, which could reduce sales of those vehicles or result in claims against us.

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Our success depends, in part, on establishing and maintaining good relationships with our network of dealers.

•

Our liability insurance may not be adequate in a catastrophic situation.

•

If we are unable to recruit and retain qualified personnel, our business could be harmed.

•

There may not be an active, liquid trading market for our common stock and warrants.

•

The market for our common stock may be limited, because our common stock is subject to “penny stock” rules.

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There is no recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

•

The warrants are speculative in nature.

•

There has not been a trading market for our warrants and there is no assurance that an active market will develop in the future.

•

By virtue of being a public company, we are subject to certain regulations and expenses.

•

Our Chief Technology Officer also serves as President and Chief Executive Officer of another company.

•

Our management has identified internal control deficiencies, which our management believes constitute material weaknesses.

•

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the market price of our common stock.

•

Large amounts of our common stock will be eligible for resale under Rule 144.

•

Our management will have broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree or which do not produce beneficial results.

•

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future as we do further financings and transactions.

Stock Options

Description of Options

As of August 28, 2014, a total of 3,754,800 options were outstanding for the purchase of shares of common stock at purchase prices ranging from $.25 to $1.13 per share, which options were assumed by us pursuant to the Merger. We adopted the 2013 Plan in connection with the Merger and may grant additional stock options and restricted stock awards for up to 2,441,437 shares of common stock, which would result in up to 6,196,237 shares of our common stock being subject to options.

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Description of Convertible Notes

As of August 28, 2014, a total of $5,076,000 convertible promissory notes were outstanding, as follows:


Holder	Original Principal Amount	Payment Schedule	Maturity Date
Zeus Corp	$750,000	Principal and interest payable at maturity	03/31/2015
	150,000	Principal and interest due at maturity	06/28/2015
	130,000	Principal and interest due at maturity	09/26/2014
	20,000	Principal and interest due at maturity	10/16/2014
	100,000	Principal and interest due at maturity	10/29/2014
	75,000	Principal and interest due at maturity	11/13/2014
	200,000	Principal and interest due at maturity	12/17/2014
	25,000	Principal and interest due at maturity	01/6/2015
	35,000	Principal and interest due at maturity	01/10/2015
	40,000	Principal and interest due at maturity	01/17/2015
	120,000	Principal and interest due at maturity	02/4/2015
	150,000	Principal and interest due at maturity	02/14/2015
	130,000	Principal and interest due at maturity	02/28/2015
	80,000	Principal and interest due at maturity	03/14/2015
	80,000	Principal and interest due at maturity	03/28/2015
	50,000	Principal and interest due at maturity	04/4/2015
	70,000	Principal and interest due at maturity	04/11/2015
Koukis Holdings SA	48,000	Principal and interest due at maturity	04/24/15
	150,000	Principal and interest due at maturity	05/02/15
	82,000	Principal and Interest due at maturity	05/23/15
	69,000	Principal and interest due at maturity	06/04/15
	50,000	Principal and interest due at maturity	06/11/15
	50,000	Principal and interest due at maturity	06/26/15
	50,000	Principal and interest due at maturity	07/07/15
	43,000	Principal and interest due at maturity	07/11/15
	34,000	Principal and interest due at maturity	07/18/15
	100,000	Principal and interest due at maturity	08/01/15
	80,000	Principal and interest due at maturity	08/15/15
	115,000	Principal and interest due at maturity	08/28/15
New September, LLC	$250,000	Principal and accrued interest payable at maturity	08-15-15
Brigadier Investment Group	$62,500	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	3/31/2017
Evolution Capital Partners LLC	$50,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
Fort Worth EV Investors LLC	$1,000,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17

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Holder	Original Principal Amount	Payment Schedule	Maturity Date
Gerald Entine 1988 Family Trust	$250,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
The A and C Horn Trust	$287,500	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
Tom Niedermeyer	$100,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17

All notes bear interest at 8% per annum. We paid quarterly interest payments through December 31, 2012 on $1,750,000 in original principal amount of secured convertible promissory notes due March 31, 2017. Effective March 31, 2013, the holders of those notes, which holders are not related parties of ours, consented to extend the date on which quarterly interest payments re-commence to January 1, 2014 with an additional agreement dated January 1, 2014 to extend the interest payments to October 1, 2014. The accrued interest due on all of these convertible notes was $508,599 as of June 30, 2014. No principal payments have been applied on any of the convertible notes as of June 30, 2014. All of the convertible notes allow the holders to convert the balance owing into up to 3,974,063 shares of our common stock at conversion prices ranging from $1.00 to $1.64 per share as of August 28, 2014.

As of September 3, 2014 the holders of convertible promissory notes having an aggregate principal balance of $4,363,500 entered into an agreement pursuant to which the holders agreed to automatically convert the principal balances of the promissory notes upon the closing the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014. Pursuant to the agreement, the conversion price will be the same as the offering price of the our shares offered pursuant to this prospectus unless such conversion price is higher than the holder’s current conversion price in which event the conversion price would be the holder’s current conversion price. With respect to the holders’ previously awarded warrants the Company has determined to reduce the exercise price of the warrants to $1.20 per share (only if the existing exercise price is above $1.20 per share) and to extend the expiration date of the warrants to five years from the date of the closing of this offering. Upon conversion of the convertible promissory notes, we are issuing an aggregate of 8,727,000 shares of our common stock to the holders. As result of the conversion of the convertible promissory notes, following the closing of the offering there will be outstanding promissory notes with a principal balance of $681,250.

The holders of the warrants associated to the convertible notes are listed below along with quantities and expiration date:


Holder	Number of Warrants		Expiration Date
Evolution Capital Partners LLC		49,666		April 2016
Brigadier Investment Group		62,083		April 2016
Tom Niedermeyer		99,333		April 2016
New September, LLC		38,204		August 2014
Gerald Entine 1988 Family Trust		248,333		April 2016
The A and C Horn Trust		285,583		April 2016
Fort Worth EV Investors LLC		993,334		April 2016
Koukis Holdings, SA		756,000		August 2019
Zeus Corp.		1,231,766		Jan 2019

To date, none of the foregoing warrants have been exercised.

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Other Warrants

As of August 28, 2014, a total of 5,771,067 warrants were outstanding for the purchase of shares of common stock at exercise prices ranging from $.03 to $2.01 per share, including the warrants described above under “Description of Convertible Notes.”

Dilutive Effects of convertible notes, warrants, and options

Below are two charts which show the effects on the ownership of the Company, if the noteholders of the convertible notes converted their notes to common stock of the company, if the holders of the warrants exercised their right to purchase new shares of common stock, and if all of the holders of the stock options exercised their right to purchase new shares of common stock, shown on a fully diluted basis. The effect of dilution to the current shareholders is substantial assuming full conversion of the notes, warrants and options.

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eFLEETS Corporation

Capitalization Table
Post conversion Fully Diluted Basis
August 28, 2014


Securities description	Convertible note balances	as of 08/28/14		Common Stock		conversion/exercise price	convertible notes to common stock		warrants converted to common stock		Options converted to common stock		Total common stock outstanding fully diluted		%
Common Stock Issued and outstanding			8,879,745

					8,879,745									8,879,245		39.68	%
Convertible noteholders								3,974,063						3,974,063		17.76	%
Warrants										5,771,067				5,771,067		25.79	%
Options												3,754,800		3,754,800		16.78	%
Grand Total														22,379,676		100.00	%

(1)

“Beneficial ownership” means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase shares of common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within sixty (60) days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.

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eFLEETS Corporation

Capitalization Table
Beneficial Ownership Table
Fully Diluted Basis
August 28, 2014


Beneficial owner name and type	Nature of ownership by security type						common stock from options		Total Common Stock outstanding on a fully diluted basis		percent of ownership			percent of ownership on beneficial basis as defined below
Beneficial owner name and type	Common Stock		common stock from convertible notes		common stock from exercise of warrants		common stock from options		Total Common Stock outstanding on a fully diluted basis		percent of ownership			percent of ownership on beneficial basis as defined below
Management & Directors		741,662		—		293,891		1,370,800		2,406,353		10.75	%		22.82	%
Employees		—		—		195,394		695,333		890,727		3.98	%
Convertible noteholders
Zeus Corp		3,194,003		1,559,576		1,231,766		993,333		6,978,679		31.18	%		55.10	%
Koukis Holdings		—		871,000		871,000		—		1,742,000		7.78	%		16.40	%
Fort Worth EV Investors LLC		—		794,667		993,333		—		1,788,000		7.99	%		16.76	%
Evolution Capital Partners LLC		—		39,733		49,667		—		89,400		0.40	%		1.00	%
Brigadier Investment Group		—		49,667		62,083		—		111,750		0.50	%		1.24	%
Tom Niedermeyer		—		79,467		99,333		—		178,800		0.80	%		1.97	%
Gerald Entine 1988 Family Trust		—		198,667		248,333		—		447,000		2.00	%		4.79	%
The A and C Horn Trust		—		228,467		285,583		—		514,050		2.30	%		5.47	%
New September, LLC		—		152,820		236,872		—		389,692		1.74	%		4.20	%
noteholders as a whole															68.28	%
current shareholders		4,944,079		—		632,049		695,333		5,961,221		28.02	%
non-shareholders		—		—		571,763		—		571,763		2.52	%
Total		8,879,745		3,974,063		5,771,067		3,754,800		22,379,676		100.00	%

Corporate Information

Our principal executive offices are located at 7660 Pebble Drive, Fort Worth, Texas 76118. Our telephone number is (817) 616-3161. Our website address is www.fireflyesv.com. The information on our website is not part of this prospectus. We have included our website address as a factual reference and do not intend it to be an active link to our website.

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The Offering

Securities Offered by Us

8,000,000 shares of common stock (9,200,000 shares if the underwriters exercise their over-allotment option in full) and warrants to purchase up to an aggregate of 8,000,000 shares of common stock (warrants to purchase up to an aggregate of 9,200,000 shares of common stock if the underwriters exercise their over-allotment option in full).

Common Stock to be Outstanding after this Offering

16,879,745 shares (24,879,745 if the warrants are exercised in full). If the underwriters’ over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be 18,079,766 (26,079,745 if the warrants are exercised in full).

Description of Warrants

The warrants will have a per share exercise price equal to $ [125% of the public offering price of the common stock and warrants]. The warrants are exercisable immediately and expire five years from the date of issuance.

Use of Proceeds

We expect to use the net proceeds received from this offering to fund purchases of inventory and capital equipment and for other working capital and general corporate purposes. See “Use of Proceeds” on page 21.

Risk Factors

See “Risk Factors” beginning on page 14 and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.

OTCQB Symbol for our Common Stock

EFLT

Proposed Symbol for Warrants

EFLTW

The underwriters intend to file an application with FINRA to have our warrants quoted on the OTCQB.

Unless we indicate otherwise, all information in this prospectus:

•

is based on 8,879,745 shares of common stock issued and outstanding as of August 28, 2014;

•

assumes no exercise by the underwriters of their option to purchase up to an additional 1,200,000 shares of common stock to cover over-allotments, if any and warrants to purchase up to an aggregate of 1,200,000 shares of common stock;

•

excludes 3,754,800 shares of our common stock issuable upon exercise of outstanding stock options under our stock incentive plans at a weighted average exercise price of $0.96 per share as of August 28, 2014;

•

excludes 5,671,067 shares of our common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $1.45 per share as of August 28, 2014;

•

excludes 3,974,063 shares of common stock issuable upon conversion of approximately $5,076,000 aggregate principal amount of convertible notes at an approximate weighted average exercise price of $1.54 as of August 28, 2014;

•

excludes 400,000 shares of common stock underlying the warrants to be issued to the underwriters in connection with this offering; and

•

excludes 8,000,000 shares of common stock underlying the warrants to be issued to investors in connection with the offering.

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Summary Financial Data

The following table sets forth our summary statement of operations data for the years ended December 31, 2013 and 2012, derived from our audited financial statements and related notes included elsewhere in this prospectus as well as statement of operations data for the six months ended June 30, 2014 unaudited financial statements and related notes included in this prospectus.. Our financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States. The results indicated below are not necessarily indicative of our future performance. You should read this information together with the sections entitled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

eFLEETS Corporation
(A Development Stage Enterprise)

Summary Financial Data


	For the Year Ended December 31 2013			For the Year Ended December 31 2012			For the Six Months Ended June 30 2014			For the Six Months Ended June 30 2013			For the Period from Inception (January 30, 2006) through June 30 2014
Statement of Operations:
Revenues earned during the development stage	$	384,494		$	325,268		$	259,993		$	119,173			933,755
Cost of Sales		978,607			945,407			628,497			381,113			2,552,511
Gross profit/(loss)		(630,113	)		(620,139	)		(368,504	)		(261,940	)		(1,618,756	)
Total operating expenses		2,843,104			2,766,280			1,475,944			1,279,839			15,240,420
Loss from Operations		(3,473,217	)		(3,386,419	)		(1,844,448	)		(1,541,779	)		(16,859,176	)
Total Other Income and expense		(357,009	)		(242,504	)		(592,917	)		(148,547	)		1,276,089
Net loss accumulated during the development stage	$	(3,830,226	)	$	(3,628,923	)		(2,437,365	)		(1,690,326	)	$	(15,583,087	)
Net loss per common share:	$	(0.30	)	$	(0.22	)	$	(0.28	)	$	(0.22	)	$	(2.60	)
Weighted average common shares outstanding		12,776,260			16,218,876			8,559,140			7,652,745			5,985,065
Balance Sheet data:
Total current assets	$	99,560		$	364,377		$	390,863		$	481,667
Total assets		276,572			551,506			666,686			692,720
Total liabilities		5,951,049			3,840,922			7,478,405			4,697,810
Total stockholders’equity (deficit)		(5,674,477	)		(3,289,416	)		(6,811,719	)		(4,005,090	)

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RISK FACTORS

Any investment in our common stock and warrants involves a high degree of risk. Investors should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock and warrants. Our business, financial condition or results of operations could be materially adversely affected by these risks if any of them actually occur. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face as described below and elsewhere in this prospectus.

Our audited financial statements contain a going concern opinion. Our ability to continue as a going concern will be dependent on our raising additional capital and the success of our business plan.

Our financial statements contain a “going concern” opinion by our auditors. Based on our recurring losses from operations, negative cash flows from operating activities, and a working capital deficit and total stockholders’ deficit at December 31, 2013, our auditor’s opinion expresses substantial doubt about our ability to continue as a going concern.

A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

We will need to raise additional capital.

We expect to be able to fund our 2014 operating budget partially with operating cash flows and debt and/or equity financings. We may not be successful in identifying suitable financing transactions in the time period required or at all, and we may not obtain the required capital by other means. If we are not successful in raising additional capital, our resources may be insufficient to fund our operations in 2014 or thereafter. If we receive at least $3,000,000 from this offering we estimate that we will be able to fund our operations for the next 12 months.

Any financing, if available, may include restrictive covenants and provisions that could limit our ability to take certain actions, preference provisions for the investors, and/or discounts, warrants or other incentives. Any financing will involve issuance of equity and/or debt, and such issuances will be dilutive to existing shareholders. There can be no assurance that we will be able to complete any of the financings, or that the terms for such financings will be attractive. If we are unable to obtain additional funds on a timely basis or on acceptable terms, we may be required to curtail or cease some or all of our operations at any time.

If we fail to meet our payments or other obligations under our secured indebtedness, the lenders under such indebtedness could foreclose on, and acquire control of, substantially all of our assets.

Indebtedness under our financing agreements with Zeus Corp. and Fort Worth EV Investors L.L.C. are secured by a first priority security interest in substantially all of our intellectual property and fixed assets, in the case of the agreement with Zeus Corp. (in the amount of $750,000), and all of our inventory and accounts receivable, in the case of the agreement with Fort Worth EV Investors L.L.C. (in the amount of $1,750,000). There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available to us under our credit facilities in an amount sufficient to enable us to make payments with respect to our indebtedness or to fund our other liquidity needs. If this were the case, we might need to refinance all or a portion of our indebtedness on or before maturity, sell assets, reduce or delay capital expenditures, or seek additional equity financing. There can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all, in which case we could be required to forfeit all of our intellectual property, fixed assets, inventory, and accounts receivable. As of September 3, 2014 the holders of convertible promissory notes having an aggregate principal amount of $4,363,500, including Zeus, Koukis Holdings, A and C Horn Trust, and Fort Worth EV Investors, entered into agreements

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pursuant to which the holders agreed to automatically convert the principal balance of the promissory notes upon the closing the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014 and as a result of the closing of this offering is consummated by October 15, 2014, there will not be any outstanding Indebtedness with respect to Zeus, Koukis Holdings, A and C Horn Trust, and Fort Worth EV Investors.

We have a limited operating history and a history of operating losses, and expect to incur significant additional operating losses.

Good Earth was incorporated in 2007, and was initially funded by our founders and officers and unrelated accredited investors. Therefore, there is limited historical financial information upon which to base an evaluation of our performance. Our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations. We have generated operating losses since we began operations, including $3,830,226 for the year ended December 31, 2013, and $3,628,923 for the year ended of 2012, and as of December 31, 2013, we had an accumulated (from inception) deficit of $13,145,722. For the six months ended June 30, 2014, we had an operating loss of $1,844,448 and accumulated deficit from inception of $15,583,087. No assurance can be given that we will be successful in addressing the risks we may encounter, and our failure to do so could have a material adverse effect on our business, prospects, financial condition, and results of operations. Our future operating results will depend on many factors, including:

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our ability to raise adequate working capital;

•

demand for our vehicles;

•

the performance level of our competition;

•

our ability to attract and maintain key management and employees; and

•

the performance of our parts vendors and dealer network.

If our vehicles do not gain expected market acceptance, prospects for our sales revenue and profit may be affected.

To date we have received a very limited number of sales orders for our Firefly® ESV utility vehicles (69 vehicles through June 30, 2014). The electric vehicle industry has a somewhat negative image due to “range anxiety” or a perceived limitation on the travel distance that can be achieved in an electric vehicle, and thus our vehicles may be slow to gain acceptance in the market. Potential customers for our vehicles may therefore be reluctant to adopt our vehicles as an alternative to traditional internal combustion engine vehicles. Obstacles to widespread adoption of our vehicles also include inability to achieve market penetration due to the required range of our prospective customers’ routes and daily driving habits.

If we are not able to compete effectively with other competitors, our prospects for future growth will be jeopardized.

There is significant competition in the utility vehicle industry with more established companies. We are competing with gasoline-powered vehicles (passenger cars and trucks), hybrids and other alternative fuel vehicles (natural gas, electric vehicle conversions, and other electric powered vehicles) that are mass produced and have a general application at a lower acquisition cost to the customer. Our competitors may promote vehicles which are more readily accepted by customers and we may be required to reduce the prices of our vehicles in order to remain competitive.

Downturns in general economic and market conditions could materially and adversely affect our business.

A significant amount of vehicle purchases are related to the budgets of, and purchases by, cities and municipalities. The budgets of these cities and municipalities are subject to the fluctuations of their local economy as well as of the national economy. A reduction in budgets and expenditures by cities/airports/ports/colleges/universities would likely cause a reduction in the demand for our vehicles.

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If critical manufacturing components become unavailable or our vendors delay their production, our business will be negatively impacted.

Stability of manufacturing components supply is crucial to our manufacturing process. As some critical parts and components are supplied by certain third-party manufacturers, we may be unable to acquire necessary amounts of key components at competitive prices. Although we believe that multiple sources for our manufacturing components are available and we could find an alternative supplier if needed, the loss of all or one of these suppliers or delays in obtaining shipments could have an adverse effect on our operations until an alternative supplier could be found, if one may be located at all. This may cause us to delay shipments and lose sales.

Changes in laws, regulations and policies that affect our business could adversely affect our financial results.

Our business is subject to numerous laws, regulations and policies. Changes in laws, regulations and policies, including the interpretation or enforcement thereof, that affect, or will affect, our business, including changes in the scope of regulation by state and federal regulatory agencies, in particular the United States Department of Transportation, accounting standards, tax laws and regulations, trade rules and customs regulations, and the outcome and expense of legal or regulatory proceedings, and any action we may take as a result, could adversely affect our financial results.

If our vendor manufacturers fail to meet our requirements for quality, quantity, price and timeliness, our business growth could be harmed.

We design and outsource our sub-assembly parts to other manufacturers, which are completed and subsequently shipped to our facility for final assembly into the Firefly® ESV by our technicians and assembly workers. These manufacturers procure the raw materials (steel and aluminum sheets/tubing) and provide all necessary facilities and labor to manufacture the sub-assembly parts. At the present time we do not have agreements in place with any suppliers. All of our parts are ordered on an as-needed basis through purchase orders. If these companies terminate our purchase orders without adequate notice, or if they fail to provide the required capacity and quality of sub-assembly parts on a timely basis, our ability to timely assemble and deliver our vehicles to our customers could be compromised.

Our vehicles could contain defects or they may be installed or operated incorrectly, which could reduce sales of those vehicles or result in claims against us.

Although we have quality assurance practices to ensure good product quality, defects still may be found in our vehicles. Our customers could lose confidence in our vehicles and in us if they unexpectedly use defective vehicles or use our vehicles improperly. This could result in loss of revenue, loss of profit margin, and loss of market share. Moreover, because our vehicles are employed in the utility vehicle industry, if one of our vehicles is a cause, or perceived to be the cause, of injury or death to a user, we would likely be subject to a claim. If we were found responsible it could cause us to incur liability which could interrupt or even cause us to terminate some or all of our operations. A product could be found to have a material defect causing a recall of that vehicle which as a result could negatively impact our operations, financial condition, and ultimately our continued operations.

Our success depends, in part, on establishing and maintaining good relationships with our network of dealers.

Our success depends, in part, on our establishing and maintaining satisfactory relationships with our distribution channels or our dealers. We currently have written agreements with eight dealers that distribute our vehicles in Washington, Oregon, Montana, Alaska, southern and northern California, Arizona, Minnesota, Missouri, Illinois, Indiana, Iowa, Ohio, New York, New Jersey, Maryland, Virginia, Washington, DC, Pennsylvania, South Carolina, and North Carolina. If we were unable to establish and maintain an adequate dealer network or, once established, if our dealer network were to be eliminated abruptly or disrupted, it could affect our ability to respond quickly to customers’ needs, resulting in various adverse consequences to us, including loss of sales, reduced cash flow, and/or a shutdown of our operations. In addition, as an authorized dealer of our vehicles, the dealer could, through poor performance on such dealer’s part, damage us and our vehicles’ reputation in the marketplace resulting in a loss of sales and cash flow which could adversely affect our business operations.

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Our liability insurance may not be adequate in a catastrophic situation.

We currently maintain property damage insurance in the amount of approximately $300,000, covering our inventory at our distribution center in Fort Worth, Texas. We also maintain liability insurance in the aggregate amount of up to $2,000,000, vehicle liability insurance of up to $1,000,000 and business interruption of up to $1,000,000. Material damage to, or the loss of, our facilities or equipment due to fire, severe weather, flood or other catastrophe, even if insured against, could result in a significant loss to us.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success highly depend on qualified personnel. Competition in the industry could cause us difficultly in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new vehicles and execute our business plan. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive vehicles and retain good customers and could adversely affect our business and operating results.

There may not be an active, liquid trading market for our common stock and warrants.

Our common stock is currently quoted on the OTCQB, which is generally recognized as being a less active market than other markets such as NASDAQ. In addition, there is no established trading market for the warrants being offered in this offering. The pool of potential investors who may buy and sell on the OTCQB is limited. Many institutional investors have policies which preclude them from doing so. You may not be able to sell your shares at the time desired or at the price desired. There may be significant consequences associated with our stock trading on the OTCQB rather than a national exchange. The effects of not being able to list our securities on a national exchange include:

•

limited dissemination of the market price of our securities;

•

limited news coverage;

•

limited interest by investors in our securities;

•

volatility of our stock price due to low trading volume;

•

increased difficulty in selling our securities in certain states due to “blue sky” restrictions; and

•

limited ability to issue additional securities or to secure additional financing.

The market for our common stock may be limited because our common stock is subject to “penny stock” rules.

Our common stock is subject to the SEC’s “penny stock” rules. As a result, broker-dealers may experience difficulty in completing customer transactions, and trading activity in our securities may be adversely affected. Under the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended, or Exchange Act, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

•

make a special written suitability determination for the purchaser;

•

receive the purchaser’s written agreement to a transaction prior to sale;

•

provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

•

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

As a result of these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our common stock may be adversely affected. As a result, the market price of our common stock may be depressed and stockholders may find it more difficult to sell our common stock.

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There is no recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

There is no recent trading activity in our common stock. Further, although our common stock is currently quoted on the OTCQB, trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our common stock. There can be no assurance that a more active market for our common stock will develop or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of our common stock, and would likely have a material adverse effect on the market price of our common stock and on our ability to raise additional capital.

The warrants are speculative in nature.

The warrants do not confer any rights of common stock ownership on its holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the warrants may exercise their right to acquire the common stock and pay an exercise price of $ per share (125% of the public offering price of the common stock and warrants), prior to five years from the date of issuance, after which date any unexercised warrants will expire and have no further value. Moreover, following this offering, the market value of the warrants is uncertain and there can be no assurance that the market value of the warrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the warrants, and consequently, whether it will ever be profitable for holders of the warrants to exercise the warrants.

Price adjustment provisions in the warrants being sold in this offering may make it more difficult and expensive for us to raise additional capital in the future and may result in further dilution to investors in this offering.

The warrants offered hereby provide that the exercise price will adjust to the lowest price per share at which additional shares (with certain exceptions) are issued or deemed to be issued (a “full-ratchet” adjustment). Because these price adjustment provisions will have the effect of lowering the price at which shares of our common stock are issued upon exercise of the warrants, if we are unable to raise additional capital at an effective price per share that is higher than the exercise price of these warrants, these provisions may make it more difficult and more expensive to raise capital in the future. In addition, a reduction in the exercise price of our warrants may result in additional dilution in the per share net tangible book value of the common stock you purchase in this offering to the extent that the adjusted exercise price of the warrants is less than the public offering price per share of the common stock being offered hereby.

The warrants contain anti-dilution protection.

The warrants being sold in this offering contain full-ratchet anti-dilution protection upon the issuance of any common stock, securities convertible into common stock or certain other issuances at a price below the then-existing exercise price of the warrants (with certain exceptions) and may make it more difficult and expensive for us to raise additional capital at prevailing market terms in the future.

There has not been a trading market for our warrants and there is no assurance that an active market will develop in the future.

There is no trading market for our warrants and there may never be one. The lack of an active market may impair your ability to sell your warrants at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market for the warrants may also reduce the fair market value of your warrants.

By virtue of being a public company, we are subject to certain regulations and expenses.

We are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of the Exchange Act and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The costs of preparing and filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are

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substantial. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. The annual costs for these services are estimated to be approximately $150,000. Failure by us to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

Our Chief Technology Officer also serves as President and Chief Executive Officer of another company.

Mr. Greg Horne, our Chief Technical Officer, Assistant Secretary and a member of our board currently serves as President and Chief Executive Officer of Advanced Microcontrols, Inc., which provides engineering services to the elevator industry. Management anticipates that Mr. Horne will contribute on average 50 hours per week which represents approximately 80% of his time to our business, and our management does not believe this relationship creates any conflicts of interest.

Our management has identified internal control deficiencies, which our management believes constitute material weaknesses.

In connection with the preparation of our financial statements for the year ended December 31, 2013, our management has identified certain internal control deficiencies that, in the aggregate, represent material weaknesses, including:

•

lack of a formal audit committee with a financial expert;

•

lack of oversight and review of financial reporting; and

•

lack of segregation of duties due to the small number of employees involved with general administrative and financial matters.

Our failure to successfully complete the remedies of the existing weaknesses could lead to heightened risk for financial reporting mistakes and irregularities, and/or lead to a loss of public confidence in our internal controls that could have a negative effect on the market price of our common stock.

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the market price of our common stock.

We have not paid any cash dividends on our common stock to date in our history, and we do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Also, any credit agreements which we may enter into with institutional lenders may restrict our ability to pay dividends. Therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of our common stock. Such increases in the trading price of our common stock may not occur.

Large amounts of our common stock will be eligible for resale under Rule 144.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell their shares freely after six (6) months, subject only to compliance with the current public information requirement (which disappears after one (1) year). Affiliates may sell after six (6) months subject to compliance with the requirements under Rule 144 regarding the volume of sale, the manner of sale (for equity securities), current public information and notice. Of the 8,879,745 shares of our common stock outstanding as of June 30, 2014, approximately 3,223,310 shares are, or will be, freely tradable without restriction, unless held by our affiliates as of such date. Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our common stock.

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Our management will have broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree or which do not produce beneficial results.

We currently intend to use the net proceeds from this offering to fund the purchase of inventory, capital equipment, working capital and general corporate purposes. We have not allocated specific amounts of the net proceeds from this offering for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, prospects, financial condition and results of operation.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future as we do further financings and transactions.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to 8,000,000 of common stock (not including the underwriter’s overallotment option) and warrants to purchase up to an aggregate of 8,000,000 shares of common stock (not including the underwriter’s overallotment option) offered in this offering at an assumed public offering price of $.50 per share, and after deducting the underwriter’s discount and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $.70 per share. In addition, in the past, we issued options and warrants to acquire shares of common stock. To the extent these options or warrants are ultimately exercised, you will sustain further future dilution. Further upon the closing of this offering, the holders of our convertible promissory notes having an outstanding principal balance of $4,363,500, have agreed to automatically convert the principal balances of their convertible notes and as a result you will receive additional immediate increase in dilution of $.50 per share resulting in a new tangible book value of $.04 per share as compared to ($.20) per share after the completion of the public offering.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND INDUSTRY DATA

This prospectus contains “forward-looking statements”. The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements are based on current views with respect to future events and financial performance. Actual results may differ materially from those projected in the forward-looking statements.

Although forward-looking statements in this prospectus reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. The “Risk Factors” section of this prospectus sets forth detailed risks, uncertainties, and cautionary statements regarding our business and these forward-looking statements.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this prospectus, other than as may be required by applicable law or regulation.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the common stock and warrants offered pursuant to this prospectus will be approximately $3,400,000, or approximately $4,000,000 if the underwriters exercise in full their option to purchase 1,200,000 additional shares and 1,200,000 additional warrants, based upon an assumed public offering price of $.50 per share, after deducting the underwriting discount and the estimated offering expenses that are payable by us.

A $.25 increase in the assumed public offering price of $.50 per share would increase the net proceeds to us from this offering by approximately $2,000,000, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

All of the net proceeds of the offering will be used to fund growth of sales by (i) fulfilling current sales orders in the backlog, (ii) accelerating the addition of new sales orders through an increase in the number of new dealers, (iii) general marketing of the Company’s brand, and (iv) adding employees to allow us to grow.


Dollar Amount (net of expenses and assumed full over allotment)*	Use of Proceeds	% of amount Raised
$2,000,000	Inventory parts and sub-assemblies	50%
$600,000	Tooling/capital equipment	15%
$750,000	Sales/marketing expansion	19%
$650,000	General working capital needs and addition of new employees for assembly of vehicles in order to fulfill pending sales orders.	16%

assumes net proceeds of $4,000,000 in this Offering.

We have not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds from this offering. Pending any use as described above, we intend to invest the net proceeds in high-quality, short-term, interest-bearing securities.

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PRICE RANGE OF COMMON STOCK

Our common stock is quoted on the OTCQB under the symbol EFLT. There has been minimal reported trading to date in our common stock. The table below sets forth the high and low prices for our common stock from July 17, 2013 when our common stock was first quoted on the OTCQB through the third quarter of 2014. Quotations reflect inter-dealer prices, without retail mark-up, mark-down commission, and may not represent actual transactions.


	High		Low
Year Ending December 31, 2013
July 17, 2013	$	3.00	$	3.00
Third Quarter	$	3.10	$	2.97
Fourth Quarter	$	3.00	$	2.90
Year Ending December 31, 2014
First Quarter	$	3.00	$	3.00
Second Quarter	$	3.00	$	2.75

The closing price of our common stock on the OTCQB on August 27, 2014 was $2.75 per share. As of August 28, 2014, we had 68 stockholders of record of our common stock.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all future earnings, if any, to fund the ongoing development and growth of our business. We do not currently anticipate paying any cash dividends in the foreseeable future.

DILUTION

If you invest in our securities, your interest will be immediately and substantially diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after giving effect to this offering.

Our pro forma net tangible book value as of June 30, 2014 was approximately ($6,811,719) or ($.76) per share of common stock, based upon shares outstanding after giving effect to issuances of our securities from June 30, 2014 through and immediately prior to the date of this offering. After giving effect to the sale of the shares and warrants in this offering at the assumed public offering price of $.50 per share and after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at June 30, 2014 would have been approximately ($3,411,719) million or ($.20) per share. This represents an immediate increase in pro forma net tangible book value of approximately $.56 per share to our existing stockholders, and an immediate dilution of $.70 per share to investors purchasing shares in the offering. After giving effect to the sale of the shares and warrants in this offering at the assumed public offering price of $.50 and the conversion of certain convertible notes to equity as described in a previous section the and after deducting underwriting discounts and commissions and other estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at June 30, 2014 would have been approximately $951,781 or $.04 per share. This represents an immediate increase of approximately $.80 per share to our existing shareholders.

Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering.

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The following table illustrates the per share dilution to investors purchasing shares in the offering:


Assumed public offering price per share				$	.50
Pro forma net tangible book value per share as of June 30, 2014	$	(.76	)
Increase in net tangible book value per share attributable to this offering	$	.56
Pro forma as adjusted net tangible book value per share after this offering				$	(.20	)
Amount of dilution in net tangible book value per share to new investors in this offering				$	.70

The information above assumes that the underwriters do not exercise their over-allotment option.

STATE SUITABILITY STANDARDS

New Jersey

No securities shall be sold pursuant to this prospectus to residents of the State of New Jersey unless such residents qualify as “accredited investors” as such term is defined in Rule 501(a) of the Securities Act of 1933.

California

No securities shall be sold pursuant to this prospectus to residents of the State of California unless such residents have either of (i) a minimum of $65,000 gross income and net worth of $250,000, or (ii) a minimum net worth of $500,000. In either instance, an investor who is resident of the State of California shall not invest more than ten (10%) of their new worth in this offering. Net worth shall be determined exclusive of home, home furnishings and automobiles. Assets included in the computation of net worth may be valued at fair market value.

CAPITALIZATION

The following table sets forth our capitalization, as of June 30, 2014:

•

on an actual basis;

•

on a pro forma basis to give effect to the issuance of our securities from through and immediately prior to the date of this prospectus; and

•

on a pro forma, as adjusted basis to give effect to (i) the issuance of our securities from June 30, 2014 through and immediately prior to the date of this prospectus, and (ii) the sale of the shares and warrants in this offering at the assumed public offering price of $.50 per share, after deducting underwriting discounts and commissions and other estimated offering expenses payable by us.

You should consider this table in conjunction with our financial statements and the notes to those financial statements included elsewhere in this prospectus.


	As of June 30, 2014, except share data
	Actual			Pro forma			Pro forma, as adjusted
Stockholders’ equity (deficit):
Common stock, $0.001 par value, 75,000,000 shares authorized, 8,879,745 shares issued and outstanding, actual; and shares issued and outstanding, pro forma and pro forma, as adjusted, respectively	$	8,880		$	16,880		$	16,880
Additional paid-in capital		8,762,488			12,754,488			12,754,488
Deficit accumulated during the development stage		(15,583,087	)		(15,583,087	)		(16,183,087	)
Cumulative translation adjustment
Total stockholders’ equity (deficit)	$	(6,811,719	)	$	(2,811,719	)	$	(3,411,719	)

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Effective May 22, 2013, Numbeer Acquisition, Inc., our wholly-owned subsidiary, merged with and into Good Earth Energy Conservation, Inc., with Good Earth as the surviving entity (the “Merger”). We were a development-stage company organized to sell a complete beer control system designed to maximize yield from beer kegs. As a result of the Merger, we have adopted the business plan and operations of Good Earth and now we design, develop, and manufacture a zero emission three-wheeled all-electric utility vehicle, the FireFly® ESV, for use in the parking enforcement (municipalities and universities), traffic control, security patrol, airport and port terminal operations, small package delivery and other comparable utility markets. As part of the Merger, we changed our fiscal year end to December 31. On January 30, 2014, we changed our name to eFleets Corporation.

For financial accounting purposes, the acquisition was a reverse acquisition of us by Good Earth, under the purchase method of accounting, and was treated as a recapitalization with Good Earth as the acquirer. Upon consummation of the Merger, we adopted the business plan and operations of Good Earth. Our financial statements before the Merger will be replaced with the historical financial information of Good Earth before the Merger in all future filings with the SEC.

We principally generate revenue from selling our vehicles to fleets of cities, airports and universities/colleges. We have delivered and/or sold our vehicles to the fleets of the cities of Seattle and Vancouver, Washington; Santa Monica, Berkeley, and San Rafael, California; Clayton Missouri; Chattanooga, Tennessee; and several other cities around the United States; to the Northern Virginia Community College system; and to the San Francisco International Airport. We have performed demonstrations of the FireFly® ESV for the authorities of the Port of Long Beach and Lowe’s Home Centers distribution centers, which we have identified as a potential source of future revenue.

We have received sales orders for a total of 69 FireFly® ESVs through June 30, 2014 which represents total order value received of $1,906,174. The sales orders representing the 69 vehicles are spread across several market segments as shown below and were all sold at the MSRP plus additional options:

•

Parking enforcement — 57 units

•

Airport Security/Patrol — 4 units

•

Universities/Colleges — 8 units

For the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

Revenues

The Company has generated revenue from its operations from inception through June 30, 2014 of $933,755. As of the quarter ended June 30, 2014 we had $526 of cash on hand. We incurred operating expenses in the amount of $911,037 for the three months ended June 30, 2014 and $727,416 for the same period ended June 30, 2013. From inception to June 30, 2014, total operating expenses were $15,240,420. The operating expenses consist primarily of consulting expenses, salaries and wages, and professional fees.

Sales

Net sales for the quarters ended June 30, 2014 and June 30, 2013 were $259,993 and $119,173, respectively. With the changeover to new vendors for manufacturing of several major sub-assembly parts in the 1st quarter of 2014 the Company began to ramp up production in June 2014. As a result of the ramp up of

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shipments during the quarter, the sales order shipments exceeded the quantity of new sales orders received by a small amount, resulting in a sales backlog of $916,567 for the quarter ended June 30, 2014.

Cost of Sales

Cost of sales from inception (January 30, 2006) through June 30, 2014 were $2,552,511. These costs include the cost of materials, direct labor, and associated overhead costs. The Company recorded $405,305 in cost of sales for the three months ended June 30, 2014 and $381,114 for the three months ended June 30, 2013. The Company’s production has been on a “build to order” basis since inception rather than a “build to stock” basis, the latter method being required for production to achieve gross margin targets of 45% to 48% of sales. The Company has been forced to operate on the “build to order” basis due to its consistent lack of working capital. Upon implementation of this method of production, the utilization of assembly labor can be maximized along with the acquisition of parts and sub-assembly parts resulting in a much lower cost per vehicle, thus realizing our target gross margins.

Gross Profit/(Loss)

The gross loss for the quarters ended June 30, 2014 and 2013 was ($145,312) and ($261,941), respectively with inception to date gross loss of ($1,618,756). The gross loss amounts from inception to date were a result of two major factors, production operated in a “build to order” basis which incurs a higher rate of direct labor cost per unit as well as the purchase of raw material parts and sub-assembly parts on a limited quantity basis without any benefit of volume purchase discounts. As noted above, the Company currently purchases inventory on a build to order basis thus incurring much higher cost per unit as compared to purchasing on a volume discount basis.

Selling, General and Administrative Expenses (Operating Expenses)

Operating expenses are engineering, selling, and general/administrative in nature and are principally salary and payroll associated expenses, travel, legal & professional fees and expenses, and advertising. Operating expenses for the quarter ended June 30, 2014 were $911,037 compared to $727,416 for the same quarter of 2013. In the 1st quarter of 2014 the Company recorded an adjustment to inventory resulting in adjusting the value down to net realizable value, subsequently, in the 2nd quarter of 2014 reclassifying that adjustment to cost of sales. The inception to date operating expenses were $15,240,420. Overall selling, general and administrative expenses increased by $183,621 for the quarter ended June 30, 2014 as compared to the same quarter ended June 30, 2013; four accounts had produced the majority of the variance on a comparison basis described as follows:


	2014		2013
Consulting fees	$	122,726	$	19,383
Stock compensation expense	$	0	$	147,461
Sales marketing tradeshows/conference	$	92,875		19,811
Other	$	167,395		16,706

The company had zero stock compensation expense for the quarter ended June 30, 2014 as compared to $147,461 for the same quarter ended in 2013. This reduction of expense was offset by the increase in consulting fees for the quarter. The increase was a result of the engagement of a consultant for a one year term to function as support for the processes of being a public company. The expense was recorded in one lump sum amount and paid in the form of issuance of the company’s common stock. In addition, the Company recorded an increase in expense related to sales/marketing services and tradeshow activity during the quarter. The balance of the variance was recorded as other expense representing costs associated with the termination of two agreements. These expenses (consulting, sales/marketing, & other) were recorded in one lump sum amount and paid in the form of issuance of the company’s common stock.

Loss from Operations

Loss from operations was ($1,056,349) for the quarter ended June 30, 2014, compared to ($989,357) for the same quarter ended in 2013. Again, the loss from operations was a result of two major factors, production operated in a “build to order” basis which incurs a higher rate of direct labor cost per unit as well as the purchase of raw material parts and sub-assembly parts on a limited quantity basis without any benefit of volume purchase discounts. Upon implementation of the “build to stock” method of production, the utilization

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of assembly labor can be maximized along with the acquisition of parts and sub-assembly parts resulting in a much lower cost per vehicle, thus realizing our target gross margins.

Other Income (expense)

Interest expense incurred for the quarter ended June 30, 2014 was $181,216 as compared to $81,433 for the same period ended June 30, 2013. The interest expense increase of $99,783 was a result of the increase in accreted interest expense related to the convertible notes incurred for the year as well as the amortization of the accreted interest. Other expense increased due to the charge of $312,000 for loss on modification of debt which was a result of issuing warrants to two of the convertible note holders as an incentive for their agreement to renew and extend their respective notes and/or agreement to defer payment of accrued interest to the future. The interest expense incurred from inception to June 30, 2014 was $1,215,221.

Net Loss

Net loss for the quarter ended June 30, 2014 was ($1,532,533) as compared to ($1,070,790) for the same quarter in 2013. The changes were due to interest expense related to new convertible notes and other non-recurring operating expenses, many of which decreased for the current quarter and contributed to offset the increase in the other expenses mentioned above. The inception to June 30, 2014 net loss incurred is ($15,583,087).

For the six months ended June 30, 2014 and June 30, 2013

Revenues

Net sales for the six months ended June 30, 2014 were $259,993 as compared to the same six month period in 2013 of $119,173. During the six month period the Company shipped five additional vehicles in 2014 versus the same period in 2013. The average sales price per vehicle remained relatively the same in the 2nd quarter of 2014 as compared to the same quarter in 2013. The continued increased level of the average sales price is due to the broad purchase of our vehicle options such as air-conditioning and the new extended range (“ER”) features.

Cost of Sales

Cost of Sales for the six months ended June 30, 2014 and 2013 was $628,497 and $381,113, respectively. While the total Cost of sales increased for the six months ended June 30, 2014 as compared to the same quarter ended 2013, the cost of sales per vehicle decreased substantially in the quarter ended June 30, 2014. The reduction is attributed to the improved utilization of direct labor for assembly of vehicles which was due to the realization of the production ramp up of our sub-assembly parts received from our vendors.

Gross Profit/(Loss)

The gross loss for the six months ended June 30, 2014 and 2013 was ($368,504) and ($261,940) respectively. The gross loss amount for 2014 and 2013 was a result of two major factors, production operated in a “build to order” basis which incurs a higher rate of direct labor cost per unit as well as the purchase of raw material parts and sub-assembly parts on a limited quantity basis without any benefit of volume purchase discounts, thus creating higher material costs per unit.

Loss from Operations

Loss from operations was ($1,844,448) for the six month period ended June 30, 2014, compared to ($1,541,779) for the same period of 2013. The primary changes in the six month period ended June 30, 2014 as compared to the same period in 2013 was an increase of the consulting costs and professional fees as a result of being a public company of $129,985 and non-recurring costs related to the termination of two agreements ($164,947) which was in large part offset by a decrease in the stock compensation costs by $147,461.

Net Loss

Net loss for the six month period ended June 30, 2014 was ($2,437,365) as compared to ($1,690,326) for the same period of 2013. The changes were due to increased consulting costs, legal/professional costs and interest expense.

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From the Inception Date of January 30, 2006 through June 30, 2014

The Company has operated as a development stage enterprise since inception with total operating expenses incurred of $15,240,420 and an overall net loss of ($15,583,087) accumulated through June 30, 2014. Net revenues recorded from inception (January 31, 2006) through June 30, 2014 are $933,755.

Capital Expenditures

Total capital equipment purchases for the six months ended June 30, 2014 were $2,143 as compared to $37,394 for the same period in 2013. The 2013 purchases were the result of higher than normal acquisition of new molds for various parts. Many of these molds were consumed throughout the 2013/2014 calendar year.

Liquidity and Capital Resources

Our current cash of $19,759 as of August 26, 2014 will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We are in the process of seeking equity financing to fund our operations over the next twelve months; however there cannot be any assurance that we will be able to raise any capital.

We have funded our past operations through the private placement of debt and equity securities with outside investors. The funds have been exclusively used to complete the development of our vehicle, to introduce our vehicle to the market through our sales & marketing efforts of the Company, and deliver a production vehicle to the market.

For the six months ended June 30, 2014 and 2013 the Company used cash of $1,871,668 and $1,116,971, respectively, for operations and used $10,826,979 from inception to June 30, 2014. Such cash used and accumulated losses have resulted primarily from costs related to personnel, consulting and professional fees. For the six months ended June 30, 2014, the net cash provided by financing activities was $1,845,215 and from inception to June 30, 2014 of $11,209,245 primarily from the sale of the Company’s common stock and receipts of cash from the proceeds of new convertible notes.

The Company estimates $3,000,000 is needed over the next 12 months to fund our operations including the servicing of $4,654,000 of convertible debt, funding the marketing plan, and paying its general obligations such as accounts payable. The Company paid quarterly interest payments through December 31, 2012 on $1,750,000 in original principal amount of secured convertible promissory notes due March 31, 2017. Effective March 31, 2013, the holders of those notes consented to extend the date on which quarterly interest payments re-commence to January 1, 2014 and subsequently to October 1, 2014. The accrued interest due on these convertible notes was $530,426 as of June 30, 2014. No principal payments have been applied on any of the convertible notes as of June 30, 2014.

The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations. There can be no assurance that the Company will be successful in raising additional capital from these sources. As a contingency, on August 1, 2013 the Company entered into a factoring agreement with Catalyst Finance, L.P. pursuant to which the Company will sell certain accounts receivable and related rights to Catalyst. There are risks that our plans for raising the needed capital will not be successful, which could adversely affect the ongoing business of the Company.

The Company will need to raise additional capital in the immediate future in order to provide adequate operating capital to carry the Company’s operations through 2014, at which time significant revenues are expected to be generated through operations.

Should our capital raising efforts be successful, the funds will be used to invest in new inventory, purchase capital equipment, and finance accounts receivable. However, we cannot be assured that such financing will be available to us on favorable terms, if at all, and this may delay the acquisition of cost effective parts and components and place the Company into a potential position of cash flow shortfalls and force the Company to cease operations.

As the Company expands its production capabilities and growth from sales, the cash flow cycle from operations is expected to become more predictable based on actual results. However, based on industry

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experience, it is expected that cash receipts from sales/accounts receivables will be received generally on a net 30 day basis from date of invoice and in turn to pay the Company’s accounts payable on a net 30 day basis as well.

We believe that if we have adequate equity financing, we will generate a higher volume of sales revenue during the following twelve months. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If we are unsuccessful in raising the equity financing, we will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. However, if such financing were available, because we are a development stage company, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise adequate capital we would be required to cease business operations. As a result, investors in our common stock would lose all of their investment.

Results of Operations — Years Ended December 31, 2013 and 2012

We have generated revenue of $673,762 from our operations from inception through December 31, 2013. As of the end of the fiscal year, December 31, 2013 we had zero cash on hand. We incurred operating expenses in the amount of $2,843,104 for the year ended December 31, 2013 and $2,766,280 for the year ended December 31, 2012. From inception to December 31, 2013, total operating expenses were $13,764,476. The operating expenses consist primarily of consulting expenses, salaries and wages, and professional fees as well as stock based compensation and research and development expenses.

Sales

Net sales for the years ended December 31, 2013 and December 31, 2012 were $348,494 and $325,268, respectively. Net sales from inception through December 31, 2013 were $673,762.

Cost of Sales

Cost of sales for the years ended December 31, 2013 and 2012 were $978,607 and $945,407, respectively. Inception to date cost of sales is $1,924,014. These costs include the cost of materials, direct labor, and associated overhead costs. The year to year comparison shows consistent operations as the quantity of vehicles shipped for 2013 and 2012 were identical. This initial production has been on a “build to order” basis rather than a “build to stock” basis, the latter method being required for production to achieve gross margin targets of 45% to 48% of sales. We have been forced to operate on the “build to order” basis due to our consistent lack of working capital. Upon implementation of this method of production, the utilization of assembly labor can be maximized along with the acquisition of parts and sub-assembly parts resulting in a much lower cost per vehicle, thus realizing our target gross margins.

Gross/(Loss)

The gross loss for the years ended December 31, 2013 and 2012 was ($630,113) and $(620,139), respectively with inception to December 31, 2013 gross loss of ($1,250,252). The gross loss for 2013 and 2012 was a result of two major factors, production operated in a “build to order” basis which incurs a higher rate of direct labor cost per unit as well as the purchase of raw material parts and sub-assembly parts on a limited quantity basis without any benefit of volume purchase discounts. As noted above, we currently purchase inventory on a build to order basis thus incurring a much higher cost per unit as compared to purchasing on a volume discount basis.

Selling, General and Administrative Expenses (Operating Expenses)

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	2013		2012
Stock based compensation expense	$	476,325	$	28,773
Professional fees	$	298,520	$	209,858
Research & development	$	131,861	$	240,829
Consulting	$	89,084	$	391,649

The stock based compensation expense is related to warrants issued to several employees for the year related to the deferral of salaries to future periods. Professional fees increased from 2012 to 2013 as a result of increased legal fees related to being a public company. Research and development expenses decreased in 2013 in the amount of $108,968 for the same period in 2012 due to reduced amount of activity for prototyping activity as our engineering group completed its research and development effort for the vehicle in early 2012. The expenses incurred in 2013 were related to the development of new features and enhancements for the vehicle which is now a normal year to year activity. In 2012, we incurred a small amount of consulting costs which are shown in the financial statements as a part of compensation costs, which due to budget constraints were reduced overall in 2013, which resulted in the large decrease. The remainder of the small variance was spread among various operating accounts and were insignificant on an account by account basis.

Loss from Operations

Loss from operations was ($3,473,217) for the year ended December 31, 2013, compared to ($3,386,419) for the prior year of 2012. The primary changes in 2013 as compared to the same period in 2012 was an increase of the stock compensation expense of $447,552 and a decrease in consulting expense by $302,565 and the decrease related to research and development expenses in the amount of $108,968, resulting in a slight increase in total operating loss of 2% as compared to the 2012 total. The inception to date loss from operations is ($15,014,728).

Other Income (expense)

Interest expense incurred for the year ended December 31, 2013 was $351,428 as compared to $243,045 for the year ended December 31, 2012. The interest expense increase of $108,383 was a result of the increase in convertible notes payable incurred during 2013 as well as the amortization of the accreted interest. The interest expense incurred from inception to December 31, 2013 was $917,271.

Net Loss

Net loss for the year ended December 31, 2013 was ($3,830,226) as compared to ($3,628,923) for the year ended December 31, 2012. The changes were due to increased stock compensation costs, interest expense, professional fees, and cost of sales offset by reductions in consulting expenses. The inception to December 31, 2013 net loss incurred was ($13,145,722).

Critical Accounting Policies and Estimates

The summary of our significant accounting policies is presented to assist in understanding our financial statements. The financial statements and notes are representations of our management, who is responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

Nature of Business — We were incorporated in February 2007 in the State of Delaware as a manufacturing company for the purpose of developing and producing electric utility vehicles in order to provide an alternative fuel vehicle for use in parking enforcement and other multiple applications as a utility vehicle. Prior to February 2007, we operated as Good Earth Conservation, LLC, a Delaware limited liability company, which was formed on January 30, 2006. Our financial statements have been prepared assuming we will continue as a going concern. Our ability to continue as a going concern is dependent on our ability to successfully take our vehicles and technology to market and raise additional capital, as necessary, to fund our business model. Our financial statements do not include any adjustments that might be necessary if we are unable to accomplish these business objectives. In accordance with accounting principles generally accepted in the United States of America, as a development stage enterprise with no significant revenue generated from planned principal operations, we are required to present our cumulative results of operations since inception, stockholders’ equity (deficit), and cash flows through the end of the reporting period.

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Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents — The Company considers all highly liquid instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable — Management has not provided an allowance for uncollectible receivables. All receivables considered doubtful have been charged to current operations and it is management’s opinion that no additional significant amounts are doubtful of collection based on prior experience, review of accounts and other pertinent factors.

Property and Equipment — Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the useful lives of the assets ranging from three to seven years.

Inventory — Inventory consists of parts and supplies. Inventory is stated at the lower of cost (first-in, first-out) or market.

Long-lived Assets — We review the carrying value of long-lived assets for impairment whenever triggering events or changes in circumstances occur, indicating that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the assets. If triggering events or changes in circumstances occur, the impairment to be recognized is measured by the excess of the carrying amount over the fair value of the assets.

Fair Value of Financial Instruments — Financial instruments, other than short-term investments and debt obligations, that potentially subject us to interest and credit risk consist of cash and cash equivalents, certificates of deposit, accounts and other receivables, accounts payable and accrued expenses, the carrying value of which is a reasonable estimate of their fair values due to their short maturities. Based on borrowing rates currently available to us for loans with similar terms, the carrying value of the debt obligations approximate fair value. We place its cash and cash equivalents with a limited number of high quality financial institutions which, at times, may exceed the amount of insurance provided on such deposits. Due to the soundness of the financial institution where cash and cash equivalents are held, management believes the risk of loss of amounts in excess of federally insured limits is limited.

Income Taxes — We use the liability method of accounting for deferred income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management's estimate regarding the realizability of the deferred tax assets in future years is based upon the weight of the available evidence that it is more likely than not (a likelihood of more than 50%) that a portion or all of the deferred tax assets would not be realized in future years. A valuation allowance is recognized, if based on the weight of available evidence, if it is more likely than not that some portion or the entire deferred tax asset will not be realized. We recognize in our financial statements the financial effect of a tax position, if that position is more likely than not to be sustained upon examination, including resolution of any appeals or litigation processes, based upon the technical merits of the position. Tax positions related to our federal and state requirements have been reviewed, and management is of the opinion that material positions taken by us would more likely than not be sustained by examination. Accordingly, we had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

Revenue Recognition — We recognize revenue when the customer takes title to the vehicles and the related risks and rewards of ownership have transferred to the customer.

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Advertising — We expense advertising costs as incurred.

Research and Development — Research and development costs are charged to operations when incurred and are included in operating expenses.

Stock-based Compensation — We recognize in our statement of operations the cost of employee services received in exchange for awards of equity instruments. The costs were based on their fair values at the time of the grant. We use the Black-Scholes option pricing model to determine the fair value of stock options granted to employees.

Basic Net Income (Loss) per Share — Basic earnings per share is calculated using the weighted average number of shares outstanding during the year. We have adopted ASC Topic 260-10, Earnings per Share — Overall, and use the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Diluted loss per share is equal to basic loss per share as any possible dilutive instruments are anti-dilutive.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.

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BUSINESS

Business Overview

We are a Fort Worth, Texas based corporation that is focused on the design, development and manufacturing of an all-electric fleet vehicle for the essential services market. Our all-electric vehicles are designed for use in traffic control/parking enforcement, security, small package delivery, military, maintenance, airport services, warehouses, and other comparable utility applications. Our electric vehicles offer a zero-emission, high performance, low-maintenance and affordable alternative to specifically meet the needs of fleet vehicles in the essential services market. We have focused on developing unique technology for our battery management and integrated drive system, which maximizes energy efficiency to satisfy the needs of our customers.

We began commercial deliveries of our FireFly® ESV in May 2012, which was developed in collaboration with several cities in California and Washington for use in traffic control/parking enforcement. The collaborative effort involved our providing parking enforcement departments of these municipalities with a prototype vehicle created by us for fleet personnel to test drive and operate. We collected individual responses and recommendations from these fleet personnel, which were subsequently analyzed and evaluated by our engineering group, with the results incorporated into the final design of the Firefly® ESV. This collaboration occurred over a period of two years, from January 2009 through December 2011, and cost approximately $3,000,000. To date, the FireFly® ESV has been deployed in Seattle, Washington, Santa Monica, California, Clayton, Missouri, Roanoke, Virginia, San Francisco, California, and Chattanooga, Tennessee,.

Our business does not depend on one customer or any particular group of customers. As of December 31, 2013, we have shipped 26 Firefly® ESV vehicles to a total of eight different customers, including cities, airports and universities, through our dealers located in Long Beach, California, Seattle, Washington, Minneapolis, Minnesota, Fredrick, Maryland, and San Francisco, California. We have received sales orders for a total of 69 FireFly® ESVs through June 30, 2014 which represents total order value received of $1,906,174.

Our management has identified the following important trends in the electric utility vehicle industry:

•

Increased cost of gasoline and other fuels;

•

Economic pressures resulting from the global economic downturn — increased demand for reduced prices and lower operating costs;

•

Gasoline shortages and high costs of gasoline in some developing countries;

•

Increased awareness that vehicles using fossil fuels contribute to pollution and global warming;

•

United States (federal and state) and European regulations mandating the use of electric and alternative fuel vehicles;

•

Increased consumer awareness of security issues resulting from the world’s dependence on fossil fuels, in addition to environmental concerns;

•

Technological advances in batteries, sensors and infrastructure.

Needs of the Essential Services Market

Based on data collected from the direct input from fleet managers from several municipalities in California, Washington and New York, management anticipates that there is a market demand for a utility electric vehicle that can provide the following capabilities consistently:

•

35 to 45 mph;

•

a minimum range of 60 miles per charge;

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•

Access from the left or right side of the vehicle via sliding “mini-van” type doors — for tire marking and ticket distribution;

•

Short turning radius and maneuverability in tight spaces and for double parking while ticketing parking offenders;

•

Low maintenance, high durability construction;

•

Electronic vehicle performance monitoring system;

•

Ergonomically designed interior for user comfort and ease of operation;

•

Customer service/support function that is Customer driven;

•

Base pricing of $25,000 to $30,000 per unit.

Target Markets in the Essential Services Market

Parking Enforcement (Municipalities and Universities). The initial design of the Firefly® ESV is specific to the parking enforcement (municipalities and universities) application. The former leader in this market was the GO-4 Interceptor, a gasoline-powered vehicle manufactured in Canada by Westward Industries Ltd., which has dominated the market since the early 1990’s. However, in May 2011 the manufacturer discontinued operations and shut its factory. In February 2012 the assets of Westward Industries Ltd. were purchased by a group who are actively marketing a 2013 model of the GO-4 Interceptor in the United States and Canada. This void created the need for a new vehicle that meets the needs of this customer base and provides an estimated annual savings of $10,000 in operating and maintenance costs. Other vehicle sizes and configurations (Segway vehicles, automobiles, full-size trucks) have been tested in the various city fleets for this application but have encountered functionality problems and user objections or do not meet low emissions standards that are being requested, as reported by fleet managers.

Port Terminal Operators. The following are the major ports located in the United States:


Boston, MA		San Diego, CA
Newark/NY		Los Angeles/Long Beach, CA
Charleston, SC		Point Hueneme, CA
Galveston/Corpus Christi, TX		San Francisco, CA
Mobile, AL		Portland, OR
New Orleans, LA		Seattle, WA

Local and Urban Delivery. Worldwide and national logistics and delivery companies such as UPS, FedEx and the United States Postal Service have all identified “green initiatives” as part of their corporate strategies. We have not entered into any agreements with FedEx or UPS for the purchase of our vehicles. According to the individual websites of Federal Express Corporation (http://about.van.fedex.com/fedex_ground) and United Parcel Service (http://www.ups.com/content/us/en/about/facts/worldwide.html) they have more than 40,000 motorized vehicles and 96,361 vehicles operating in their fleets respectively.

The USPS has almost 186,000 vehicles (per the Federal Fleet Report for FY 2013) in its fleet, of which the majority consists of parcel delivery models for which our management believes its vehicle is a potential replacement. The Department of Defense is another potential customer for the FireFly® ESV with over 90,000 vehicles in their fleet (per the Federal Fleet Report FY 2013). Many military installations require a vehicle

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that can function as a utility vehicle in the maintenance, flight line, and transportation applications. We have not entered into any agreements with USPS or DOD for the purchase of our vehicles.

Our Vehicles

•

Fully electric

Zero emissions
Low operating and maintenance costs (estimated less than 2 cents per mile)
Lithium iron phosphate battery pack (estimated 5 year battery life)

•

Maneuverable

Three wheels — short turning radius

•

Completely enclosed cab, ergonomically designed for efficiency and comfort

LinearGlide extra-wide doors
Single or dual seats

•

Speed: 45 MPH

Range 60 + miles per charge — standard model
Range 90+ miles per charge — ER model

•

Low cost to purchase

$25,000 to $30,000 for a vehicle with a standard three year manufacturer’s warranty with an option to purchase a two year extended maintenance agreement for $5,250.

Environmental Benefits:

•

Zero Emissions Vehicle

•

Reduction In Greenhouse Gases

•

Reduction In Oil Dependence

•

CO₂ Pollution Reduction:

—

Each Gallon of Gasoline Burned Produces ~ 19lb CO₂

—

Each ICE Vehicle Produces ~ 19,000lb CO₂ Per Year based on average of 15,000 miles per year driven and 15 mpg

—

Fleet of 100 FireFly Vehicles Saves ~ 1.9m lb CO₂/Yr

Calculatons are from EPA Office of Transportation and Air Quality, May 2014, http://www.epa.gov/otaq/climate/documents/420f14040.pdf

Marketing Strategy

We intend to assemble and market fully electric vehicles for the Essential Services Market in the United States for municipalities, airports/ports and businesses, starting with a vehicle designed for traffic control and parking enforcement, as well as security patrol with lower operating costs as compared to the operating costs of the vehicles currently in their fleets. Our management’s estimate of the United States’ Essential Services Market size is 20,000 vehicles annually, or a $600 million annual market, based on input from various cities/airports/ports/colleges/universities of the size of their fleets. There can be no assurance that we will be able to sell such volumes of electric vehicles.

•

Phase I implementation — Initiate sales program through on-site vehicle demonstrations. The annualized cost for Phase I implementation is approximately $200,000. This phase was implemented

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in the fourth quarter 2012 and continues today. Based on our experience in the market, the on-site demonstration sales method has been identified as the best method of introducing our product to prospective customers and has become a standard part of the sales process.

•

fourth quarter 2014 — develop scope of work for design

First quarter 2015 — implement/complete engineering designs/drawings along with design review

Second quarter 2015 — complete a prototype, complete testing process, integrate into production

Third quarter 2015 — launch sales/marketing program for the new four wheel vehicle

The implementation of Phase II is contingent on our successfully raising additional working capital sufficient to fund this project. It is estimated a minimum of $3,000,000 in new capital is needed in order to begin implementation of this project. However, there cannot be any assurance that we will raise any capital.

All sales and marketing plans are based on our ability to raise additional capital and successfully deploy that capital to achieve the desired results for maximum profitability.

Sales and Marketing Plan. The Firefly® ESV launched its initial sales efforts on the west coast and we will sell our vehicles exclusively through a network of dealers throughout the United States. In conjunction with the launch, we added a small number of hand-picked dealers in each territory to maximize coverage, to provide customer and technical support and to open additional markets. Dealers are chosen based on experience, current product offering, technical resources, current customer satisfaction, and type of customers served.

Sales Terms and Conditions. We offer with each vehicle a 36 month manufacturer’s warranty which covers all parts in the vehicle found to be defective. This warranty includes any labor required to repair defective parts or install new parts. All warranty work is performed by an authorized dealer/representative. Any failures found to be the result of negligence or abuse will not be a covered warranty repair. A two year manufacturer’s extended warranty is available for purchase. At this time, we do not offer any dealer floor financing. Payment terms for all sales are on a net 30 days from date of invoice and subject to credit approval.

Competition

Our product competes with gasoline-powered vehicles such as the GO-4 Interceptor parking enforcement vehicle used by many parking enforcement departments throughout the United States, as well as passenger cars and trucks such as the Toyota RAV4, Smart Car, Honda CRV, and other alternative fuel (natural gas, electric vehicle conversions, hybrids, and other electric powered vehicles), all vehicles that are mass produced and have a general application at a lower acquisition cost to the customer. Our competitors may promote vehicles which are more readily accepted by customers. The FireFly® ESV was developed through a collaboration with users in the form of one-on-one data gathering meetings with fleet managers and actual parking enforcement drivers in various cities such as Santa Monica, California, San Francisco, California, New York City, New York, and Seattle, Washington, which resulted in our current vehicle design.

The GO-4 Interceptor, a gasoline-powered vehicle manufactured in Canada by Westward Industries Ltd., dominated the market since the early 1990’s. However, in May 2011 the manufacturer discontinued operations and shut its factory. In February 2012, the assets of Westward Industries Ltd. were purchased by a group who are actively marketing a 2013 model of the GO-4 Interceptor in the United States.

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We do not have data regarding the percentage of the Essential Services Market occupied by any particular manufacturer or competitor; however, based on management’s knowledge and study of the market, we have targeted the GO-4 Interceptor as our main competitor as it appears to be the prevalent vehicle in the various markets and cities around the United States. The Company’s management has identified 120 cities in the US as future sales prospects based on the fact these cities currently operate the GO4 gasoline powered vehicle.

Vehicle Comparison


	GO-4			FireFly®
MSRP	$	26,000	⁽¹⁾	$	29,775
Operating Cost Per Mile (fuel)	$	.20	⁽¹⁾	$	.03	⁽²⁾
Fuel		Gas			Electric
Speed		40 MPH			45 MPH
Manufacturer Warranty		1 Year			3 Year

(1)

Sales price of GO4 was obtained from City of Seattle Fleet department

Cost Comparison


Costs (15,000 Miles/Year)	GO-4⁽¹⁾		FireFly⁽²⁾		Savings
Vehicle Purchase Price	$	26,000	$	29,775	$	(3,775	)
Operating & Maintenance (see chart below for detailed calculations)	$	14,250	$	840	$	13,410
One Year Total Cost	$	40,250	$	30,615	$	9,635
Five Year Total Cost⁽³⁾	$	97,250	$	33,975	$	63,275

Vehicle Comparison

Vehicle application: Correctional Facilities


Costs (42,000 Miles/Year)	Chevy Pickup⁽¹⁾		FireFly ER⁽²⁾		Savings
Vehicle Purchase Price	$	22,000	$	40,000	$	(18,000	)
Operating & Maintenance	$	42,204	$	1,484	$	40,720
One Year Total Cost	$	64,204	$	41,484	$	22,720
Five Year Total Cost⁽³⁾	$	233,020	$	47,420	$	185,600

(1)

Based on cost figures provided by Virginia Dept Corrections Fleet Supervisor. (Fuel~$36k, Maint~$6K)

(2)

Based on average retail price of electricity $.0987/Kwhr

Manufacturing/Logistics

We initiated production of vehicles in May 2012, assembling a small quantity of vehicles per month for delivery to the early adopters of the FireFly® ESV and selected dealers on the west coast in order to support the sales efforts. Our engineers developed and designed all sub-assembly parts that are manufactured by outside vendors and provides manufacturing drawings to outside vendors in order to request a quote (“RFQ”) from those vendors. The RFQ requires the quote to include the total cost to deliver the part completed and ready for assembly. Upon completion by the outside manufacturer the sub-assembly parts are shipped to our facility for final assembly into the Firefly® ESV by our technicians and assembly workers. These outside vendors, at their expense, procure the raw materials (steel and aluminum sheets/tubing) and provide all necessary facilities and labor to manufacture the sub-assembly parts. Multiple sources are available throughout the United States for raw materials needed to produce the parts needed to assemble our vehicle. At the present

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time we do not have agreements in place with any suppliers. All such parts are ordered on an as-needed basis through purchase orders. We inventory raw material parts and sub-assemblies and operate as an assembly factory.

The initial production of vehicles was based on a small quantity with an uneven schedule which resulted in a much higher cost per unit, approximately $41,000 per unit. In other words, the initial production was on a “build to order” basis rather than a “build to stock” basis, the latter method being required for production to achieve gross margin targets of 45% to 48% of sales. We have been forced to operate on the “build to order” basis due to our consistent lack of capital. If we are able to raise additional capital, we plan to acquire inventory on a volume basis, thereby taking advantage of volume discounts and the process layout in our facility, to allow for a “build to stock” production on a daily basis. Upon implementation of this method of production, the utilization of assembly labor can be maximized along with the acquisition of parts and sub-assembly parts resulting in a much lower cost per vehicle, thus realizing our target gross margins. The run rate of assembly will begin at five per month, ramping to 50 to 60 vehicles within eight to twelve months. The time to fully implement production on a “build to stock” basis is estimated to be six to eight months and, as stated above, this could only be implemented if we are able to raise additional capital and increase orders for our vehicles. A minimum of $1,000,000 in new capital invested is required to implement a program to purchase inventory in sufficient quantities for production on a “build to stock” basis, which will allow us to achieve our target gross margins of 48% of sales. We cannot guarantee that we can obtain such or that even if we were to, that we will be successful in achieving the increased production rates or the target gross margin percentages.

Research and Product Development

Employees

As of December 31, 2013, we had 15 employees. We believe we enjoy good employee relations. None of our employees are members of any labor union, and we are not a party to any collective bargaining agreement.

Trademarks

We own two trademarks, “FIREFLY” and “FIREFLY ESV.” The trademarks are registered in the United States Patent and Trademark Office. We consider the trademarks to be valuable and important to our business.

Government Regulation

The production and marketing of our vehicles is subject to the laws and regulations of various federal, state and local licensing agencies, including, in particular, the United States Department of Transportation (“DOT”). Specifically, we must comply with federal laws and regulations of DOT pertaining to the manufacture of motor vehicles, or more precisely motorcycles and two- and three-wheel vehicles. The National Highway Traffic Safety Administration (“NHTSA”), part of DOT, monitors safety requirements and publishes the Federal Motor Vehicle Safety Standards (“FMVSS”), the manufacturing standards for the manufacture of motorcycles and other motor vehicles. We are required to install braking systems on our vehicles which adhere to the standards set by the FMVSS and comply with vehicle labeling and licensing requirements.

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We have a compliance program in place to ensure we are in material compliance with applicable federal, state, and local laws and regulations. There are no regulatory notifications or actions currently outstanding.

Legal Proceedings

We are not a party to any material pending legal proceedings, and no such proceedings are known to be contemplated.

Properties

Our corporate headquarters are located at 7660 Pebble Drive, Fort Worth, Texas 76118. Our physical facilities are comprised of approximately 14,429 square feet under a lease which expires in January 31, 2017, at a current monthly rental of $5,950.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held by each:


Name	Age	Title
James R. Emmons	60	President, Chief Executive Officer, Chief Financial Officer, and Director
Greg Horne	49	Chief Technical Officer, Assistant Secretary and Director
John Maguire	83	Secretary and Director
Robert S. Kretschmar	68	Director
Julian Stourton	54	Director

Executive Biographies

The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and officers are as follows:

James R. Emmons has been our President, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors since May 22, 2013. Mr. Emmons joined Good Earth in November 2010 as its Chief Operating Officer and Chief Financial Officer, subsequently taking on the role of President and Chief Financial Officer in January 2011. In July 2012, Mr. Emmons became Chief Executive Officer of Good Earth and continues to serve as Good Earth’s Chief Operating Officer and President and Chief Financial Officer. Mr. Emmons joined the Board of Good Earth in January 2011 and continues to serve on its Board of Directors. From August 2006 to November 2010, Mr. Emmons served as President and CFO of General Electrodynamics Corporation and was responsible for all operations and business functions, including the design and implementation of the strategic, financial and operating plans in a multiple company structure. From May 2004 to July 2006, he served as the Chief Accounting Officer and CFO for Wilson Brothers USA, Inc., a manufacturer of promotional products with the responsibilities of managing all financial and accounting functions including financial reporting, cash management, banking relationships, audit functions, and SEC filings, including interaction with legal counsel and external auditors. Mr. Emmons earned his Bachelor of Business Administration degree in accounting and finance from the University of Texas (Arlington) in 1977. Mr. Emmons is a Certified Public Accountant licensed in the state of Texas. We believe Mr. Emmons adds value to the Board through his extensive experience with public companies and his experience in accounting, finance and manufacturing.

Greg Horne has been our Chief Technical Officer, Assistant Secretary and a member of our Board of Directors since May 22, 2013. Since January 2009, Mr. Horne has been the Chief Technical Officer of Good Earth. Since January 3, 2011, Mr. Horne has been a member of the Board of Directors of Good Earth. From January 1988 to October 1989, Mr. Horne was a design engineer at Bell Helicopter and worked on software and flight-testing on the Bell/Boeing V-22 Osprey. From November 1989 to June 1994, Mr. Horne was Director of Engineering for General Electrodynamics Corporation, responsible for design and development of weight and balance equipment for military and commercial aircraft. From July 1994 to present, he has maintained the role of President and CEO of Advanced Microcontrols Incorporated, which provides

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engineering services to the elevator industry, in which product safety and reliability are critical. He holds ownership rights to ten patents related to engineering, telecommunications, and radio frequency identification. Mr. Horne earned a Bachelor of Science degree in Computer Science Engineering from the University of Texas (Arlington) in 1987. Mr. Horne dedicates on average over 50 hours per week (which represents approximately 80% of his time) as our Chief Technical Officer and has no conflicts of interest related to the business of any other company for which he serves as an officer. We believe Mr. Horne’s experience as a director and executive officer of other companies and his technical experience qualifies him to serve on the Board in light of the technical nature of our business.

John Maguire founded Good Earth with James M. Hawes in 2006. Since May 22, 2013, Mr. Maguire has served as our Secretary and a member of our Board of Directors. Mr. Maguire served as Chief Financial Officer of Good Earth from 2006 to 2010, and has served as Secretary of Good Earth since late 2010 and as a director since 2006. From December 1969 to January 1983, Mr. Maguire was the Chief Financial Officer of Tyson Foods. Mr. Maguire served on the board of directors and audit committee of Bollinger Industries, Inc., a public sporting goods company based in Grand Prairie, Texas. Bollinger presently operates as a non-reporting public company, and Mr. Maguire continues to serve as a member of its board. Mr. Maguire is a CPA registered in the state of Arkansas, and is a member of the American Institute of Certified Public Accounts. He earned his Bachelor of Science/Administration degree from University of Arkansas in 1956. We believe Mr. Maguire’s experience with Good Earth since its formation, combined with his extensive experience as a director and executive officer of several other public companies, adds value to the Board.

Robert S. Kretschmar has served as a member of our Board of Directors since May, 22, 2013. Mr. Kretschmar has served as a member of the Board of Directors of Good Earth since January 2009. Mr. Kretschmar has experience managing business enterprises in Southeast Asia, Mexico and the United States. Since 1997 Mr. Kretschmar has served as the manager of a Mexican private equity fund which has equity interests in several business ventures in Latin America. From 1977 to 1988, Mr. Kretschmar served as the Managing Director of Seavex Limited, which established a multi-country network of sales representatives in Asia and the United States for international clients. Mr. Kretschmar earned an MBA degree from Harvard Business School in International Finance in 1971 and a Bachelor of Arts — Economics degree from Harvard College in 1967. We believe that Mr. Kretschmar’s extensive business education, combined with his experience in managing a variety of domestic and international companies, adds value to our Board.

Julian Stourton has served as a member of our Board of Directors since March 2014. Since December 2009, Mr. Stourton has been the Chief Executive officer of Koukis Holdings SA. Koukis Holdings SA manages a diverse portfolio of companies across the world. From September 2004 to March 2009, Mr. Stourton was General Manager Africa at Temenos SA, a company that provides Banking Software systems to the financial industry worldwide. From June 2003 to September 2004, Mr. Stourton was Chief Operating Officer at Temenos and from September 2001 to May 2003 Mr. Stourton was a General Manager Northern Europe at Temenos. From 1989 to 2001 Mr. Stourton was a Chief Operating Officer, Europe, at System Software Associates Inc. one of the largest ERP companies at the time. Mr. Stourton earned his qualifications at Ampleforth College, in the United Kingdom in 1978. Koukis Holdings SA, of which Mr. Stourton is the Chief Executive Officer, is affiliated with Zeus Corp., the Company’s largest shareholder and noteholder. We believe Mr. Stourton adds value to the Board through his extensive experience with public companies and his experience in managing a variety of international companies.

Each director will serve until the next annual meeting of our stockholders.

Family Relationships

No family relationship exists among our executive officers and our directors.

Involvement in Certain Legal Proceedings

There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours or any security holder is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

Committees of the Board

We do not currently have any committees of the Board.

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Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as our principal executive officer during the last two completed fiscal years ending December 31, 2013 and 2012; (ii) each other individual who served as an executive officer of Good Earth at the conclusion of the fiscal year ended May 31, 2012 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year.


Name and Principal Position	Year		Salary		Bonus		Option Awards		All Other Compensation		Total
Michael Allan English		2013	$	0	$	0	$	0	$	0	$	0
Michael Allan English		2012	$	0	$	0	$	0	$	0	$	0
Anthony Vaz		2013	$	0	$	0	$	0	$	0	$	0
Anthony Vaz		2012	$	0	$	0	$	0	$	0	$	0
James R. Emmons, President, Chief Executive Officer, and Chief Financial Officer⁽¹⁾		2013	$	93,297	$				$	0	$	93,297
		2012	$	180,393	$		$		$	0	$	180,393
Greg Horne, Chief Technical Officer and Assistant Secretary⁽¹⁾		2013	$	73,892	$		$		$	0	$	73,892
		2012	$	180,000	$		$		$	0	$	180,000
James M. Hawes,⁽²⁾		2013	$	0	$	0	$	0	$	0	$	0
James M. Hawes,⁽²⁾		2012	$	154,167	$		$		$	0	$	154,167

(1)

Salary amounts paid are for the twelve month period listed by year.

(2)

Resigned as our Chief Executive Officer in July 2012 but continued to receive compensation through September 30, 2012.

Director Compensation

As our executive officers, Messrs. Emmons and Horne do not receive compensation for their services as directors.

The following table sets forth with respect to the named director compensation information inclusive of equity and payments made in the year ended December 31, 2013:


Name	Year		Fees Earned or Paid in Cash		All Other Compensation		Total
James Emmons		2013	$	0	$	0	$	0
Greg Horne		2013	$	0	$	0	$	0
James M. Hawes⁽¹⁾		2013	$	0	$	0	$	0
John Maguire		2013	$	0	$	0	$	0
Robert S. Kretschmar		2013	$	0	$	0	$	0
Julian Stourton		2013	$	0	$	0	$	0

(1)

James M. Hawes resigned from our Board on April 10, 2014.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICPATION

None of our executives served during our last completed fiscal year as a director of any other entity whose executive officers served as a director on our Board.

Employment Agreements

We have not entered into any employment agreements with our officers, but expect to do so in the near future.

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Outstanding Equity Awards

The following table sets forth information regarding unexercised option awards held by each of our named executive officers and directors as of December 31, 2013.


Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
James R. Emmons		218,533		0	$	1.13		2021
		79,467		0	$	0.25		2021
		53,872			$	.25		2023
Greg Horne		516,533		0	$	1.13		2021
		198,667		0	$	.25		2021
		70,282			$	.25		2023
John Maguire		198,667		0	$	1.13		2021
Robert S. Kretschmar		158,933		0	$	1.13		2021
Julian Stourton		0		0	$	0		0
James M. Hawes⁽¹⁾		596,000		0	$	1.13		2021
		99,333		0	$	.25		2021

(1)

James M. Hawes resigned from our Board on April 10, 2014.

2013 Incentive Plan

Prior to the Merger, our Board and the holders of a majority of our outstanding shares of common stock approved and adopted the Good Earth’s 2013 Incentive Plan (“2013 Plan”).

The 2013 Plan is intended to promote our business by attracting and retaining exceptional employees, consultants, directors, officers and independent contractors (collectively referred to as the “Participants”), and enabling such Participants to participate in our long-term growth and financial success. Under the 2013 Plan, we may grant stock options, which are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Incentive Stock Options”), non-qualified stock options (the “Nonqualified Stock Options”), stock appreciation rights (“SARs”) and restricted stock awards (the “Restricted Stock Awards”), which are restricted shares of common stock (the Incentive Stock Options, the Nonqualified Stock Options, the SARs and the Restricted Stock Awards are collectively referred to as “Incentive Awards”). Incentive Awards may be granted pursuant to the 2013 Plan for up to ten (10) years from the effective date of the grant.

We have reserved a total of 2,441,437 shares of our common stock for issuance under the 2013 Plan. If an Incentive Award granted under the 2013 Plan expires, terminates, is unexercised or is forfeited, or if any shares of common stock are surrendered to us in connection with an Incentive Award, the shares of common stock subject to such Incentive Award and the surrendered shares of common stock will become available for further Incentive Awards under the 2013 Plan.

It is anticipated that the compensation committee of the Board, or the Board in the absence of such a committee, will administer the 2013 Plan. Subject to the terms of the 2013 Plan, the administrator of the 2013 Plan has complete authority and discretion to determine the terms of Incentive Awards under the 2013 Plan, including but not limited to the type, term, exercise price and vesting provisions of the Incentive Award. Each of the Incentive Awards will be evidenced by and issued under a written agreement with the Participant.

The number of shares of common stock subject to the 2013 Plan, the number of shares of common stock subject to any numerical limit in the 2013 Plan, and the number of shares of common stock and terms of any Incentive Awards may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction.

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SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS AND MANAGEMENT

The following table provides information regarding the beneficial ownership of our common stock as of August 28, 2014 (after giving effect to the Merger) by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding common stock; (ii) each of our directors; (iii) each of our named executive officers (as defined in Item 403(a) of Regulation S-K under the Securities Act); and (iv) all our directors and executive officers as a group.

The number of shares of common stock beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Including those shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class⁽²⁾
James R. Emmons⁽³⁾		351,872	⁽⁴⁾		3.85	%
Greg Horne⁽⁵⁾		785,482	⁽⁶⁾		8.13	%
James M. Hawes⁽⁷⁾		1,240,355	⁽⁸⁾		12.95	%
John Maguire⁽⁹⁾		860,863	⁽¹⁰⁾		9.48	%
Robert S. Kretschmar⁽¹¹⁾		348,411	⁽¹²⁾		3.80	%
Zeus Corp.⁽¹³⁾		6,978,639	⁽¹⁴⁾		55.10	%
Koukis Holdings, SA⁽¹⁵⁾		1,742,000	⁽¹⁶⁾		16.40	%
Jus-EE Investments Private Limited⁽¹⁷⁾		1,708,533	⁽¹⁸⁾		18.62	%
Donna M. Fuchs-Hawes⁽¹⁹⁾		545,022	⁽²⁰⁾		6.14	%
Julian Stourton⁽²¹⁾		0			0	%
Fort Worth EV, LLC⁽²²⁾		1,788,000	⁽²³⁾		16.76	%
A and C Horn Trust⁽²⁴⁾		514,050	⁽²⁵⁾		5.47	%
All officers and directors as a group (6 persons)		2,406,353	⁽²⁶⁾		22.82	%

(1)

(2)

For each stockholder, the calculation of percentage of beneficial ownership is based upon 8,879,745 shares of common stock outstanding as of August 28, 2014, and shares of common stock subject to options, warrants and/or conversion rights held by the stockholder that are currently exercisable or exercisable within sixty (60) days, which are deemed to be outstanding and to be beneficially owned by the stockholder holding such options, warrants, or conversion rights. The percentage ownership of any stockholder is determined by assuming that the stockholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other stockholder has exercised such rights.

(3)

The business address for Mr. Emmons is 7660 Pebble Drive, Fort Worth, Texas 76118.

(4)

Represents 351,872 shares of common stock which Mr. Emmons has the right to acquire within sixty (60) days of August 28, 2014, pursuant to the exercise of options.

(5)

The business address for Mr. Horne is 7660 Pebble Drive, Fort Worth, Texas 76118.

(6)

Represents 785,482 shares of common stock which Mr. Horne has the right to acquire within sixty (60) days of August 28, 2014 pursuant to the exercise of options.

(7)

The business address for Mr. Hawes is 7660 Pebble Drive, Fort Worth, Texas 76118.

(8)

Represents 545,022 shares of common stock owned directly and 695,333 shares of common stock which Mr. Hawes has the right to acquire within sixty (60) days of August 28, 2014 pursuant to the exercise of options.

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(9)

The business address for Mr. Maguire is 7660 Pebble Drive, Fort Worth, Texas 76118.

(10)

Represents 662,196 shares of common stock owned by the Maguire Joint Revocable Trust, of which Mr. Maguire is Trustee, and 198,667 shares of common stock which Mr. Maguire has the right to acquire within sixty (60) days of August 28, 2014 pursuant to the exercise of options.

(11)

The business address for Mr. Kretschmar is 956 Centre Street, Boston, Massachusetts 02130.

(12)

Represents 79,467 shares of common stock owned by the Pensco Trust, FBO Robert S. Kretschmar, IRA, 158,933 shares of common stock which Mr. Kretschmar has the right to acquire within sixty (60) days of April 12, 2014 pursuant to the exercise of options, and 110,011 shares of common stock which Mr. Kretschmar has the right to acquire within sixty (60) days of August 28, 2014 pursuant to the exercise of warrants.

(13)

The business address for Zeus Corp. is 18 Place des Philosophes, 1205, Geneva, Switzerland. The natural person who exercises voting and investment control with respect to the securities owned by Zeus Corp. is Gregoire Parel.

(14)

Represents 3,194,003 shares of common stock owned directly, 993,333 shares of common stock which Zeus Corp. has the right to acquire within sixty (60) days of August 28, 2014 pursuant to the exercise of options, and 1,559,576 shares of common stock issuable upon conversion of multiple notes totaling $2,205,000 original principal amount promissory note and the exercise of warrants totaling 1,231,766 shares of common stock.

(15)

The business address for Koukis Holdings, SA. is 18 Place des Philosophes, 1205, Geneva, Switzerland. The natural person who exercises voting and investment control with respect to the securities owned by Koukis Holdings, SA is Gregoire Parel.

(16)

Represents 871,000 shares of common stock issuable upon conversion of multiple notes totaling $871,000 original principal amount promissory note and the exercise of warrants totaling 871,000 shares of common stock.

(17)

The business address for Jus-EE Investments Private Limited is 12 First Avenue, Singapore. The natural person who exercises voting and investment control with respect to the securities owned by Jus-EE Investments Private Limited is Leong Miew Chih.

(18)

Represents 1,410,533 shares of common stock owned directly and 298,000 shares of common stock which Jus-EE Investments Private Limited has the right to acquire within sixty (60) days August 28, 2014 pursuant to the exercise of warrants.

(19)

The address for Ms. Fuchs-Hawes is 203 Riverwood, Boerne, Texas 78006.

(20)

Represents 545,022 shares of common stock owned directly.

(21)

The business address for Mr. Stourton is 7660 Pebble Drive, Fort Worth, Texas 76118.

(22)

The address for Fort Worth EV, LLC is 301 Commerce Street, suite 1900, Fort Worth, Texas 76102.

(23)

Represents 794,667 shares of common stock issuable upon conversion of a note totaling $1,000,000 original principal amount promissory note and the exercise of warrants totaling 993,333 shares of common stock.

(24)

The address for A and C Horn Trust is 5000 North Parkway Calabasas, suite 204, Calabasas, California, 91302.

(25)

Represents 228,467 shares of common stock issuable upon conversion of a note totaling $287,500 original principal amount promissory note and the exercise of warrants totaling 285,583 shares of common stock.

(26)

Represents 741,662 shares of common stock owned directly by directors and executive officers, 1,370,800 shares of common stock which the directors and executive officers have the right to acquire within sixty (60) days from August 28, 2014 pursuant to the exercise of options, and 293,891 shares of common stock issuable upon the exercise of warrants.

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•

During the period from July 7, 2014 to August 15, 2014, we issued five convertible notes to Koukis Holdings SA for a total amount of $307,000 for a term of one year from the date on which each note was executed at 8% interest. In In conjunction with those notes, such stockholder also acquired warrants to purchase 307,000 shares of our common stock.

•

On August 15, 2014, the Company and the holder and stockholder, John Maguire, of a $25,000 note dated May 8, 2013 executed a letter agreement pursuant to which they agreed that: (i) the maturity date of the Note was extended to be September 30, 2014 and (ii) all interest principal and interest due on the Note shall not be due and payable until September 30, 2014.

•

On August 15, 2014, the Company and Advanced Microcontrols, Inc. executed a letter agreement regarding the $110,000 note issued to Advanced Microcontrols, Inc. by the Company on May 20, 2013 (as disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2014), pursuant to which they agreed that: (i) the maturity date of said note was extended to be September 20, 2014 and (ii) all interest principal and interest due on said note shall not be due and payable until September 20, 2014.

•

On August 15, 2014, the Company and Zeus Corp executed a letter agreement regarding the $150,000 note issued to Zeus dated June 28, 2013 (as disclosed on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2014), pursuant to which they agreed that: (i) the maturity date of said note was extended to be March 31, 2015 and (ii) all interest principal and interest due on said note shall not be due and payable until March 31, 2015.

•

Secured convertible promissory note, owing to a stockholder, Zeus Corp., in the amount of $750,000 originally dated November 30, 2007, which was renewed, extended and modified as of April 1, 2012. The note bears interest at 8% per annum, principal is payable on March 31, 2014, subsequently renewed and extended to March 31, 2015 convertible into our shares of common stock at the rate of $1.26 per share, and secured by all of our the fixed assets and intellectual property.

•

During May 2013 through the June 30, 2013 time period, we received advances/loans in the amount of $25,000 from one of our directors, John Maguire, and $110,000 from Advanced Microcontrols Incorporated, of which our executive officer, Greg Horne is CEO. Both notes mature in May 2014 and accrue interest at the annual percentage rate of 8% payable at maturity. The notes are unsecured. An additional $40,000 was advanced to us by Advanced Microcontrols Incorporated during the period of July 1, 2013 through September 30, 2013. This note bears interest at the rate of 8%, is unsecured, and matures September 3, 2014.

•

On June 28, 2013, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $150,000. The note matures on June 28, 2014 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase 49,669 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on June 28, 2018.

•

On September 26, 2013, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $130,000. The note matures on September 26, 2014 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 43,046 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on September 26, 2018.

•

On October 16, 2013, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $20,000. The note matures on October 16, 2014 and accrues interest at the annual rate of

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8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 6,623 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on October 16, 2018.

•

On October 29, 2013, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $100,000. The note matures on October 29, 2014 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 33,113 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on October 29, 2018.

•

On November 13, 2013, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $75,000. The note matures on November 13, 2014 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 24,834 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on November 13, 2018.

•

On December 17, 2013, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $200,000. The note matures on December 17, 2014 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 66,225 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on December 17, 2018.

•

On January 6, 2014, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $25,000. The note matures on January 06, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 8,278 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on January 06, 2019.

•

On January 10, 2014, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $35,000. The note matures on January 10, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $.1.51 per share and has warrants attached for the purchase of 11,589 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on January 10, 2019.

•

On January 17, 2014, we issued a convertible note payable to a stockholder, Zeus Corp., in the amount of $40,000. The note matures on January 17, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 13,245 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on January 17, 2019.

•

On February 4, 2014, we issued a convertible note payable to a stockholder, Zeus Corp, in the amount of $120,000. The note matures on February 4, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 39,735 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on February 4, 2019.

•

On February 14, 2014, we issued a convertible note payable to a stockholder, Zeus Corp, in the amount of $150,000. The note matures on February 14, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 49,669 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on February 14, 2019.

•

On February 28, 2014, we issued a convertible note payable to a stockholder, Zeus Corp, in the amount of $130,000. The note matures on February 28, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 100,000 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on February 28, 2019.

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•

On March 14, 2014, we issued a convertible note payable to a stockholder, Zeus Corp, in the amount of $80,000. The note matures on March 14, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 26,490 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on March 14, 2019.

•

On March 28, 2014, we issued a convertible note payable to a stockholder, Zeus Corp, in the amount of $80,000. The note matures on March 28, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 26,490 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on March 28, 2019.

•

On April 4, 2014, we issued a convertible note payable to a stockholder, in the amount of $50,000. The note matures on April 4, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 26,490 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on April 4, 2019.

•

On April 11, 2014, we issued a convertible note payable to a stockholder, in the amount of $70,000. The note matures on April 11, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.51 per share and has warrants attached for the purchase of 23,179 shares of common stock at the rate of $2.01 per share. No value was assigned to the warrants at issuance. The warrants expire on April 11, 2019.

•

On April 24, 2014, we issued a convertible note payable to a stockholder, in the amount of $48,000. The note matures on April 24, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 48,000 shares of common stock at the rate of $1.20 per share. The warrants expire on April 24, 2019.

•

On May 2, 2014, we issued a convertible note payable to a stockholder, in the amount of $150,000. The note matures on May 2, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 150,000 shares of common stock at the rate of $1.20 per share. The warrants expire on May 2, 2019.

•

On May 23, 2014, we issued a convertible note payable to a stockholder, in the amount of $82,000. The note matures on May 23, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 82,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on May 23, 2019.

•

On June 4, 2014, we issued a convertible note payable to a stockholder, in the amount of $69,000. The note matures on June 4, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 69,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on June 4, 2019.

•

On June 11, 2014, we issued a convertible note payable to a stockholder, in the amount of $50,000. The note matures on June 11, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 50,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on June 11, 2019.

•

On June 26, 2014, we issued a convertible note payable to a stockholder, in the amount of $50,000. The note matures on June 26, 2015 and accrues interest at the annual rate of 8%. The note can be

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converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 50,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on June 26, 2019.

•

On July 7, 2014, we issued a convertible note payable to a stockholder, in the amount of $50,000. The note matures on July 7, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 50,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on July 7, 2019.

•

On July 11, 2014, we issued a convertible note payable to a stockholder, in the amount of $43,000. The note matures on July 11, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 43,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on July 11, 2019.

•

On July 18, 2014, we issued a convertible note payable to a stockholder, in the amount of $34,000. The note matures on July 18, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 34,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on July 18, 2019.

•

On August 1, 2014, we issued a convertible note payable to a stockholder, in the amount of $100,000. The note matures on August 1, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 100,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on August 1, 2019.

•

On August 15, 2014, we issued a convertible note payable to a stockholder, in the amount of $80,000. The note matures on August 15, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 80,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on August 15, 2019.

•

On August 28, 2014, we issued a convertible note payable to a stockholder, in the amount of $115,000. The note matures on August 28, 2015 and accrues interest at the annual rate of 8%. The note can be converted into our common stock at the rate of $1.00 per share and has warrants attached for the purchase of 115,000 shares of common stock at the rate of $1.20 per share. No value was assigned to the warrants at issuance. The warrants expire on August 28, 2019.

•

On September 3, 2014 we entered into an agreement with Fort Worth EV, LLC pursuant to which Fort Worth EV, LLC agreed to automatically convert $1,000,000 of the outstanding convertible promissory notes held by it (which were issued by us or our wholly owned subsidiary) upon the closing of the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014. Pursuant to the agreement, the conversion price of the promissory notes will be the same as the offering price of the our shares offered in the offering unless such conversion price is higher than Fort Worth EV, LLC’s current conversion price in which event the conversion price would be Fort Worth EV, LLC’s current conversion price. Upon conversion of the promissory notes, assuming an offering price of $.50 per share, we will issue Fort Worth EV, LLC an aggregate of 2,000,000 shares of our common stock. If the offering does not occur by October 15, 2014, the notes will remain outstanding.

•

On September 2, 2014 we entered into an agreement with the A and C Horn Trust pursuant to which the A & C Horn Trust agreed to automatically convert $287,500 of the outstanding convertible promissory notes held by it (which were issued by us or our wholly owned subsidiary) upon the closing of the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014. Pursuant to the agreement, the conversion price of the promissory notes will be the same as the offering price of the our shares offered in the offering unless such conversion

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price is higher than A and C Horn Trust’s current conversion price in which event the conversion price would be A and C Horn Trust’s current conversion price. Upon conversion of the promissory notes, assuming an offering price of $.50 per share, we will issue A and C Horn Trust an aggregate of 575,000 shares of our common stock. If the offering does not occur by October 15, 2014, the notes will remain outstanding.

•

On September 3, 2014 we entered into an agreement with the Zeus Corp. pursuant to which Zeus Corp. agreed to automatically covert $2,205,000 of the outstanding convertible promissory notes held by it (which were issued by us or our wholly owned subsidiary) upon the closing of the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014. Pursuant to the agreement, the conversion price of the promissory notes will be the same as the offering price of the our shares offered in the offering unless such conversion price is higher than Zeus Corporation’s current conversion price in which event the conversion price would be Zeus Corporation’s current conversion price. Upon conversion of the promissory notes, assuming an offering price of $.50 per share, we will issue Zeus Corporation an aggregate of 4,410,000 shares of our common stock. If the offering does not occur by October 15, 2014, the notes will remain outstanding.

•

On September 3, 2014 we entered into an agreement with the Koukis Holdings pursuant to which Koukis Holdings agreed to automatically covert $871,000 of the outstanding convertible promissory notes held by it (which were issued by us or our wholly owned subsidiary) upon the closing of the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014. Pursuant to the agreement, the conversion price of the promissory notes will be the same as the offering price of the our shares offered in the offering unless such conversion price is higher than Zeus Corporation’s current conversion price in which event the conversion price would be Koukis Holding’s current conversion price. Upon conversion of the promissory notes, assuming an offering price of $.50 per share, we will issue Koukis Holdings an aggregate of 1,742,000 shares of our common stock. If the offering does not occur by October 15, 2014, the notes will remain outstanding.

Director Independence

Our common stock is currently quoted on the OTCQB. Since the OTCQB does not have its own rules for director independence, we use the definition of independence established by NYSE MKT LLC (formerly NYSE Amex and formerly American Stock Exchange). Under applicable NYSE MKT LLC rules, a director will only qualify as an “independent director” if, in the opinion of the Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

We periodically review the independence of each director to determine whether there exist any transactions or relationships between any of the directors or officers (including immediate family and affiliates) and us. If any transactions or relationships exist, the Board then considers whether such transactions or relationships are inconsistent with a determination that the director is independent. As this time, we have three independent directors, Julian Stourton, John Maguire and Robert S. Kretschmar. Our other directors are not independent.

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DESCRIPTION OF SECURITIES

Authorized Capital Stock; Issued and Outstanding Capital Stock

Our authorized capital stock consists of 75,000,000 shares of common stock, $0.001 par value. As of August 28, 2014, we had 8,879,745 shares of common stock issued and outstanding held by 68 stockholders of record.

Description of Common Stock

Holders of common stock are entitled to one vote per share on each matter submitted to a vote at a meeting of our stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock do not have preemptive rights or other similar rights to acquire additional shares of our common stock or other securities. Holders of common stock are entitled to share in all dividends that the Board, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, subject to preferences that may be applicable to any then-outstanding preferred stock, each outstanding share of common stock entitles its holder to participate ratably in all our remaining assets that are available for distribution to stockholders. Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock. The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued.

Warrants

The following summary of certain terms and provisions of the warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of the warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part of. Prospective investors should carefully review the terms and provisions set forth in the form of warrant.

Exercisability. The warrants are exercisable immediately upon issuance and at any time up to the date that is five years from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). Unless otherwise specified in the warrant, the holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (which the holder may increase to 9.99% upon 61 days’ notice to us) of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants.

Cashless Exercise. The holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrant.

Exercise Price. The initial exercise price per share of common stock purchasable upon exercise of the warrants is $ per share. The exercise price and the number of shares issuable upon exercise are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock, sales of our common stock at a price per share less than the exercise price then in effect (or securities convertible or exercisable into common stock at a conversion or exercise price less than the exercise price then in effect) and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Transferability. Subject to applicable laws, the warrants may be transferred at the option of the holders upon surrender of the warrants to us together with the appropriate instruments of transfer.

Fundamental Transaction. Upon the consummation of any Fundamental Transaction (as defined in the warrant), we will be required to purchase the warrants from the holders for a purchase price of 200% of the Black Scholes Value (as defined in the warrant). A “Fundamental Transaction” is defined under the warrants as (i) we or any of our subsidiaries shall (1) consolidate or merge with or into any other entity, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective

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properties or assets to any other person or entity, or (3) allow any other entity to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of our voting stock or (4) consummate a stock or share purchase agreement or other business combination with any other entity whereby such other person or entity acquires more than 50% of the outstanding shares of our voting stock or (5) (I) reorganize, recapitalize or reclassify the our common stock, (II) effect or consummate a stock combination, reverse stock split or other similar transaction involving our common stock or (III) make any public announcement or disclosure with respect to any stock combination, reverse stock split or other similar transaction involving our common stock or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of ours.

Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder's ownership of shares of our common stock, the holder of a warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the warrant.

Preferred Stock

We do not have any authorized shares of preferred stock.

Stock Options

Description of Options

Description of Convertible Notes

As of August 28, 2014, a total of $5,076,000 convertible promissory notes were outstanding, as follows:


Holder	Original Principal Amount	Payment Schedule	Maturity Date
Zeus Corp	$750,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning 07-01-12	03/31/2015
	150,000	Principal and interest due at maturity	06/28/2015
	130,000	Principal and interest due at maturity	09/26/2014
	20,000	Principal and interest due at maturity	10/16/2014
	100,000	Principal and interest due at maturity	10/29/2014
	75,000	Principal and interest due at maturity	11/13/2014
	200,000	Principal and interest due at maturity	12/17/2014
	25,000	Principal and interest due at maturity	01/6/2015
	35,000	Principal and interest due at maturity	01/10/2015
	40,000	Principal and interest due at maturity	01/17/2015
	120,000	Principal and interest due at maturity	02/4/2015
	150,000	Principal and interest due at maturity	02/14/2015
	130,000	Principal and interest due at maturity	02/28/2015
	80,000	Principal and interest due at maturity	03/14/2015
	80,000	Principal and interest due at maturity	03/28/2015
	50,000	Principal and interest due at maturity	04/4/2015
	70,000	Principal and interest due at maturity	04/11/2015

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Holder	Original Principal Amount	Payment Schedule	Maturity Date
Koukis Holdings SA	48,000	Principal and interest due at maturity	04/24/15
	150,000	Principal and interest due at maturity	05/02/15
	82,000	Principal and Interest due at maturity	05/23/15
	69,000	Principal and interest due at maturity	06/04/15
	50,000	Principal and interest due at maturity	06/11/15
	50,000	Principal and interest due at maturity	06/26/15
	50,000	Principal and interest due at maturity	07/07/15
	43,000	Principal and interest due at maturity	07/11/15
	34,000	Principal and interest due at maturity	07/18/15
	100,000	Principal and interest due at maturity	08/01/15
	80,000	Principal and interest due at maturity	08/15/15
	115,000	Principal and interest due at maturity	08/28/15
New September, LLC	$250,000	Principal and accrued interest payable at maturity	08-15-14
Brigadier Investment Group	$62,500	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	3/31/17
Evolution Capital Partners LLC	$50,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
Fort Worth EV Investors LLC	$1,000,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
Gerald Entine 1988 Family Trust	$250,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
The A and C Horn Trust	$287,500	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17
Tom Niedermeyer	$100,000	Principal payable at maturity; accrued interest payable on the first day of each calendar quarter beginning, however, starting in 2013 all accrued interest will be paid on October 1, 2014	03/31/17

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to extend the date on which quarterly interest payments re-commence to January 1, 2014 with an additional agreement dated January 1, 2014 to extend the interest payments to October 1, 2014. The accrued interest due on all of these convertible notes was $508,599 as of June 30, 2014. No principal payments have been applied on any of the convertible notes as of June 30, 2014. The total of all convertible notes allow the holders to convert the balance owing into up to 3,974,063 shares of our common stock at conversion prices ranging from $1.00 to $1.64 per share as of August 28, 2014.

As of September 3, 2014 the holders of convertible promissory notes having an aggregate principal balance of $4,363,500 entered into an agreement pursuant to which the holders agreed to automatically convert the principal balance of the promissory notes upon the closing the offering of the shares and warrants pursuant to this prospectus provided such closing occurs by October 15, 2014. Pursuant to the agreement, the conversion price will be the same as the offering price of the our shares offered pursuant to this prospectus unless such conversion price is higher than the holder’s current conversion price in which event the conversion price would be the holder’s current conversion price. With respect to the holders’ previously awarded warrants the Company has determined to reduce the exercise price of the warrants to $1.20 per share (only if the existing exercise price is above $1.20 per share) and to extend the expiration date of the warrants to five years from the date of the closing of this offering. Upon conversion of the promissory notes, we are issuing an aggregate of 8,727,000 shares of our common stock to the holders. As result of the conversion of the convertible promissory notes, following the closing of the offering there will be outstanding promissory notes with a principal balance of $681,250.

The holders of the warrants associated to the convertible notes are listed below along with quantities and expiration date:


Holder	Number of Warrants		Expiration Date
Evolution Capital Partners LLC		49,666		April 2016
Brigadier Investment Group		62,083		April 2016
Tom Niedermeyer		99,333		April 2016
New September, LLC		38,204		August 2014
Gerald Entine 1988 Family Trust		248,333		April 2016
The A and C Horn Trust		285,583		April 2016
Fort Worth EV Investors LLC		993,334		April 2016
Koukis Holdings, SA		871,000		August 2019
Zeus Corp.		1,231,766		Jan 2019

To date, none of the foregoing warrants have been exercised.

Other Warrants

Dilutive Effects of convertible notes, warrants, and options

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eFLEETS Corporation

Capitalization Table
Post conversion Fully Diluted Basis
August 28, 2014



Securities description	Convertible note balances	as of 08/28/14		Common Stock		conversion/ exercise price	convertible notes to common stock		warrants converted to common stock		Options converted to common stock		Total common stock outstanding fully diluted		%
Common Stock Issued and outstanding			8,879,745
					8,879,745									8,879,745		39.68	%
Convertible noteholders								3,974,063						3,974,063		17.76	%
Warrants										5,771,067				5,771,067		25.79	%
Options												3,754,800		3,754,800		16.78	%
Grand Total														22,379,676		100.00	%

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eFLEETS Corporation

Capitalization Table
Beneficial Ownership Table
Fully Diluted Basis
August 28, 2014


	Nature of ownership by security type								Total Common Stock outstanding on a fully diluted basis		percent of ownership			percent of ownership on beneficial basis as defined below
Beneficial owner name and type	Common Stock		common stock from convertible notes		common stock from exercise of warrants		common stock from options		Total Common Stock outstanding on a fully diluted basis		percent of ownership			percent of ownership on beneficial basis as defined below
Management & Directors		741,662		—		293,891		1,370,800		2,406,353		10.75	%		22.82	%
Employees		—		—		195,394		695,333		890,727		3.98	%
Convertible noteholders
Zeus Corp		3,194,003		1,559,576		1,231,766		993,333		6,978,679		31.18	%		55.10	%
Koukis Holdings		—		871,000		871,000		—		1,742,000		7.78	%		16.40	%
Fort Worth EV Investors LLC		—		794,667		993,333		—		1,788,000		7.99	%		16.76	%
Evolution Capital Partners LLC		—		39,733		49,667		—		89,400		0.40	%		1.00	%
Brigadier Investment Group		—		49,667		62,083		—		111,750		0.50	%		1.24	%
Tom Niedermeyer		—		79,467		99,333		—		178,800		0.80	%		1.97	%
Gerald Entine 1988 Family Trust		—		198,667		248,333		—		447,000		2.00	%		4.79	%
The A and C Horn Trust		—		228,467		285,583		—		514,050		2.30	%		5.47	%
New September, LLC		—		152,820		236,872		—		389,692		1.74	%		4.20	%
noteholders as a whole															68.28	%
current shareholders		4,944,079		—		632,049		695,333		5,961,226		28.02	%
non-shareholders		—		—		571,763		—		571,763		2.55	%
Total		8,879,745		3,974,063		5,771,067		3,754,800		22,379,676		100.00	%

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Representative's Warrants

Please see “Underwriting — Representative’s Warrants” for a description of the warrants we have agreed to issue to the representative of the underwriters in this offering, subject to the completion of the offering. We expect to enter into a warrant agreement in respect of the Representative's Warrants prior to the closing of this offering.

Registration Rights

132,450 of our outstanding shares of common stock, 1,738,333 shares of our common stock issuable upon conversion of our convertible notes and 1,804,558 shares of common stock issuable upon exercise of outstanding warrants are subject to demand or piggyback registration rights.

Anti-Takeover Provisions

Nevada Revised Statutes

We are a Nevada corporation and as such are subject to the following anti-takeover provisions.

Acquisition of Controlling Interest Statutes. Nevada’s “acquisition of controlling interest” statutes contain provisions governing the acquisition of a controlling interest in certain Nevada corporations. These “control share” laws provide generally that any person that acquires a “controlling interest” in certain Nevada corporations may be denied certain voting rights, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights. These statutes provide that a person acquires a “controlling interest” whenever a person acquires shares of a subject corporation that, but for the application of these provisions of the Nevada Revised Statutes, would enable that person to exercise (1) one-fifth or more, but less than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions described above apply. Our articles of incorporation and bylaws currently contain no provisions relating to these statutes, and unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest were to provide otherwise, these laws would apply to us if we were to (i) have 200 or more stockholders of record (at least 100 of which have addresses in the State of Nevada appearing on our stock ledger) and (ii) do business in the State of Nevada directly or through an affiliated corporation. As of April 12, 2014, we have zero stockholders of record, with Nevada addresses appearing on our stock ledger. If these laws were to apply to us, they might discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our stockholders.

Combinations with Interested Stockholders Statutes. Nevada’s “combinations with interested stockholders” statutes prohibit certain business “combinations” between certain Nevada corporations and any person deemed to be an “interested stockholder” for two years after the such person first becomes an “interested stockholder” unless (i) the corporation’s board of directors approves the combination (or the transaction by which such person becomes an “interested stockholder”) in advance, or (ii) the combination is approved by the board of directors and sixty percent of the corporation’s voting power not beneficially owned by the interested shareholder, its affiliates and associates. Furthermore, in the absence of prior approval certain restrictions may apply even after such two-year period. For purposes of these statutes, an “interested stockholder” is any person who is (x) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (y) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “combination” is sufficiently broad to cover most significant transactions between the corporation and an “interested stockholder”. Subject to certain timing requirements set forth in the statutes, a corporation may elect not to be governed by these statutes. We have not included any such provision in our articles of incorporation.

The effect of these statutes may be to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

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Articles of Incorporation and Bylaws Provisions

Our articles of incorporation, as amended, and bylaws contain provisions that could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change in control, including changes a stockholder might consider favorable. In particular, our articles of incorporation and bylaws among other things:

•

permit our board of directors to alter our bylaws without stockholder approval; and

•

provide that vacancies on our board of directors may be filled by a majority of directors in office, although less than a quorum.

Such provisions may have the effect of discouraging a third-party from acquiring us, even if doing so would be beneficial to our stockholders. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by them, and to discourage some types of transactions that may involve an actual or threatened change in control of our company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage some tactics that may be used in proxy fights. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms. However, these provisions could have the effect of discouraging others from making tender offers for our shares that could result from actual or rumored takeover attempts. These provisions also may have the effect of preventing changes in our management.

Transfer Agent

Shares of common stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the common stock certificate, properly endorsed. No transfer shall be registered unless we are satisfied that such transfer will not result in a violation of any applicable federal or state securities laws. Our transfer agent for its common stock is VStock Transfer, LLC, 77 Spruce Street, Suite 201, Cedarhurst, New York 11516.

Listing

The shares of our common stock are currently quoted on the OTCQB under the Symbol “EFLT”.

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UNDERWRITING

Aegis Capital Corp. is acting as the sole manager of the offering and as representative of the underwriters, or the Representative. We have entered into an underwriting agreement dated September [ ], 2014 with the Representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting discount set forth on the cover page of this prospectus, the number of shares of common stock and the number of warrants listed next to its name in the following table:


Name of Underwriter	Number of Shares		Number of Warrants
Aegis Capital Corp.		8,000,000		8,000,000
Total		8,000,000		8,000,000

The underwriters are committed to purchase all the shares of common stock and warrants offered by us other than those covered by the option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

The underwriters propose to offer the common stock and warrants directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers that are members of the Financial Industry Regulatory Authority, or FINRA, at that price less a concession not in excess of $ per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per share from the public offering price. After the public offering of the shares, the offering price and other selling terms may be changed by the underwriters. We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

Overallotment Option. We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase a maximum of additional shares and/or warrants (15% of the securities sold in this offering) from us to cover over-allotments, if any. If the underwriters exercise all or part of this option, they will purchase shares and warrants covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $ and the total net proceeds, before expenses, to us will be $ .

Discount. The following table shows assuming a public offering price of $.50, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.


	Per Share		Per Warrant		Total Without Over-Allotment		With Over-Allotment
Public offering price	$	.50		0		4,000,000		4,600,000
Underwriting discount (7%)	$	.035		0		280,000		322,000
Non-accountable expense allowance (1%)	$	.005		0		40,000		46,000
Proceeds, before expenses, to us	$	.46		0		3,680,000		4,232,000

We have paid an expense deposit of $25,000 to the representative, which will be applied against the accountable expenses that will be paid by us to the underwriters in connection with this offering. The non-accountable expense reimbursement does not apply to the underwriter’s over-allotment option. The underwriting agreement, however, provides that in the event the offering is terminated, the $25,000 expense deposit paid to the representative will be returned to the extent offering expenses are not actually incurred. We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discount and without over-allotment, will be approximately $320,000. The underwriters will incur a maximum of accountable expenses of $91,775.

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Discretionary Accounts. The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements. We, our directors and executive officers and certain of our stockholders expect to enter into lock up agreements with the representative prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of three months from the effective date of the registration statement of which this prospectus is a part without the prior written consent of the representative, agree not to (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our securities or any securities convertible into or exercisable or exchangeable for shares of our common stock owned or acquired on or prior to the closing date of this offering (including any shares of common stock acquired after the closing date of this offering upon the conversion, exercise or exchange of such securities); (2) file or caused to be filed any registration statement relating to the offering of any shares of our capital stock; or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (1), (2) or (3) above is to be settled by delivery of common stock or such other securities, in cash or otherwise.

The lock-up period described in the preceding paragraphs will be automatically extended if: (1) during the last 17 days of the restricted period, we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the lock-up period, we announce that we will release earnings results during the 16-day period beginning on the last day of the lock-up period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the date of the earnings release.

Representative’s Warrants. We have agreed to issue to the representative warrants, or the Representative’s Warrants, to purchase up to a total of 83,636 shares of common stock (5% of the shares of common stock sold in this offering). The Representative’s Warrants exclude the common stock underlying the warrants offered to the public and the overallotment option. The warrants are exercisable at a per share price equal to 125% of the public offering price per share in the offering, commencing on a date which is one year from the effective date of the registration statement of which this prospectus is a part and expiring five years from the effective date of the offering. The warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The representative (or permitted assignees under Rule 5110(g)(1)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the date of this prospectus. In addition, the warrants provide for registration rights upon request, in certain cases. The demand registration right provided will not be greater than five years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G). The piggyback registration right provided will not be greater than seven years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price. We expect to enter into a warrant agreement in respect of the Representative’s Warrants prior to the closing of this offering.

Right of First Refusal. Until twelve months after the closing date of the commencement of sales of the offering, the Representative shall have a right of first refusal to act as sole book-running manager and exclusive underwriter or exclusive placement agent for any public or private equity or public debt offerings in which we or any subsidiary or successor may engage during such twelve month period.

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Electronic Offer, Sale and Distribution of Shares. A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of shares and warrants to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Stabilization. In connection with this offering, the underwriters may engage in stabilizing transactions, which involve making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts or may be “naked” shorts. The underwriters may close out any covered short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M promulgated under the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if a representative of an underwriter purchases common stock in the open market in stabilizing transactions or to cover short sales, the underwriter can require the representative that sold those shares as part of this offering to repay the underwriting discount received by such representative.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions in the over-the-counter market or otherwise.

In determining the public offering price, we and the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the underwriters;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

Neither we, nor the underwriters can assure investors that an active trading market will develop for our common stock or warrants, or that the shares or warrants will trade in the public market at or above the public offering price.

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Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Passive market making. In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common stock in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Terms. During the last 180 days, the underwriters and their affiliates have not provided any investment banking, commercial banking and other financial services for us and our affiliates for which they have received, customary fees, except as disclosed in this prospectus and we will not within the 90 days following commencement of sales of the offering have any arrangements with any of the underwriters for any such services.

From time to time, the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

We have also agreed to pay the underwriters’ expenses relating to the offering, including (a) all fees, expenses and disbursements relating to background checks of our officers and directors in an amount not to exceed $2,500 per individual; (b) all fees incurred in clearing this offering with FINRA; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriters; (d) the fees and expenses of Underwriter’s legal counsel not to exceed $50,000 (e) upon successfully completing this offering, $21,775 for the underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for this offering. We paid an advance of $25,000 to the representative, which will be applied against the accountable expense allowance (including an advance for the fees and expenses of the underwriter’s counsel.) The total of any advanced payments will be refundable to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the common stock and warrants under this prospectus is only made to persons to whom it is lawful to offer the common stock without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents

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that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the common stock and warrants sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

Canada

This prospectus is not and under no circumstances is to be construed as a prospectus, advertisement or a public offering of the common stock and warrants under Canadian securities laws. The securities offered hereunder have not been and will not be qualified by a prospectus for the offer or sale to the public in Canada under applicable Canadian securities laws. No securities commission or similar regulatory authority in Canada has reviewed this prospectus or in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence.

China

The information in this document does not constitute a public offer of the common stock and warrants, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The common stock and warrants may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”

European Economic Area — Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of common stock will be made pursuant to an exemption under the Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a “Relevant Member State”), from the requirement to produce a prospectus for offers of securities.

An offer to the public of common stock and warrants has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

(a)

to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)

to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

(c)

to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)I of the Prospectus Directive) subject to obtaining the prior consent of the Company or any underwriter for any such offer; or

(d)

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of common stock shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of financial securities (estr au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des estrai financiers (“AMF”). The common stock and warrants have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the common stock and warrants have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

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Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs estraint) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle estraint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the common stock cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”). The common stock and warrants have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

Israel

The common stock and warrants offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), or ISA, nor have such common stock been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the common stock and warrants being offered. Any resale in Israel, directly or indirectly, to the public of the common stock and warrants offered by this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

Italy

The offering of the common stock and warrants in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Societàe la Borsa, “CONSOB” pursuant to the Italian securities legislation and, accordingly, no offering material relating to the common stock and warrants may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), other than:

•

to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and

•

in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the common stock and warrants or distribution of any offer document relating to the common stock in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

•

made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and

•

in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

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Any subsequent distribution of the common stock and warrants in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such common stock being declared null and void and in the liability of the entity transferring the common stock and warrants for any damages suffered by the investors.

Japan

The common stock and warrants have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the common stock and warrants may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires common stock and warrants may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of common stock is conditioned upon the execution of an agreement to that effect.

Portugal

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The common stock and warrants have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the common stock and warrants have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of common stock and warrants in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the common stock and warrants be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of common stock and warrants in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or the information contained in it to any other person.

Switzerland

The common stock and warrants may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the common stock and warrants may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the common stock and warrants have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of common stock and warrants will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

This document is personal to the recipient only and not for general circulation in Switzerland.

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United Arab Emirates

Neither this document nor the common stock and warrants have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the common stock and warrants within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the common stock and warrants, including the receipt of applications and/or the allotment or redemption of such shares, may be rendered within the United Arab Emirates by us.

No offer or invitation to subscribe for common stock and warrants is valid or permitted in the Dubai International Financial Centre.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”) has been published or is intended to be published in respect of the common stock and warrants. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the common stock and warrants may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the common stock and warrants has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to us.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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LEGAL MATTERS

The validity of the securities being offered by this prospectus has been passed upon for us by Sichenzia Ross Friedman Ference LLP, New York, New York. Certain legal matters related to the offering will be passed upon for the underwriters by Kramer Levin Naftalis & Frankel LLP.

EXPERTS

Our financial statements included in this prospectus as of and for each of the years ended December 31, 2013 and 2012 and for the period from inception (January 30, 2006) to December 31, 2013 have been audited by Weaver and Tidwell, LLP, an independent registered public accounting firm, as set forth in their audit opinion, included with the financial statements, and are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and special reports, and other information with the Securities and Exchange Commission. Copies of the reports and other information may be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington, D.C. 20549. You can request copies of such documents by writing to the SEC and paying a fee for the copying cost. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus. For further information you may:

•

read a copy of the registration statement, including the exhibits and schedules, without charge at the SEC’s Public Reference Room; or

•

obtain a copy from the SEC upon payment of the fees prescribed by the SEC.

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	Page
FINANCIAL STATEMENTS
Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013		F-2
Statements of Operations for the Six Months ended June 30, 2014 and 2013 (unaudited)		F-3
Statements of Operations for the Three Months ended June 30, 2014 and 2013 (unaudited)		F-4
Statement of Stockholders’ Equity (Deficit) for the Period from Inception (January 30, 2006) through June 30, 2014 (unaudited)		F-5
Statements of Cash Flows for the Six Months ended June 30, 2014 and 2013 (unaudited)		F-7
Notes to the Financial Statements (unaudited)		F-9


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			F-23
FINANCIAL STATEMENTS
Balance Sheets			F-24
Statements of Operations			F-25
Statements of Stockholders’ Equity (Deficit)			F-26
Statements of Cash Flows			F-27
Notes to the Financial Statements			F-28

F-1

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eFLEETS Corporation
(A Development Stage Enterprise)
Balance Sheets


	June 30, 2014			December 31, 2013
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	526		$	—
Prepaid expenses		104,995			11,309
Accounts receivable		167,549			3,750
Raw materials		80,057			84,501
Work in progress		37,736			—
Total current assets		390,863			99,560
Property and Equipment
Leasehold improvements		32,665			32,665
Office furniture and fixtures		119,168			117,025
Machinery and equipment		87,869			87,869
Autos and trucks		56,665			95,542
Accumulated depreciation		(157,799	)		(162,289	)
Total property and equipment – net		138,568			170,812
Other assets		137,255			6,200
Total assets	$	666,686		$	276,572
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable and accrued expenses	$	1,230,525		$	1,093,983
Accrued interest		667,233			468,646
Short-term notes		175,000			197,000
Advances from factoring of accounts receivable		112,639			—
Current maturities of convertible notes payable		2,522,569			900,110
Current maturities of long-term debt		763,669			325,675
Total current liabilities		5,471,635			2,985,414
Convertible notes payable, less current maturities		1,946,814			2,437,495
Long-term debt, less current maturities		59,956			528,140
Total long-term liabilities		2,006,770			2,965,635
Total liabilities		7,478,405			5,951,049
Commitments and contingencies		—			—
Stockholders' equity (deficit)
Common stock: $0.001 par value: 75,000,000 shares authorized; 8,879,745 shares issued and outstanding at June 30, 2014 and 8,437,059 issued and outstanding at December 31, 2013		8,880			8,437
Additional paid-in capital		8,762,488			7,462,808
Deficit accumulated during the development stage		(15,583,087	)		(13,145,722	)
Total stockholders' equity (deficit)		(6,811,719	)		(5,674,477	)
Total liabilities and stockholders' equity (deficit)	$	666,686		$	276,572

See accompanying notes to the financial statements.

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eFLEETS Corporation
(A Development Stage Enterprise)
Statements of Operations
(unaudited)


	For the Six Months Ended June 30, 2014			For the Six Months Ended June 30, 2013			For the Period from Inception (January 30, 2006) through June 30, 2014
	(unaudited)			(unaudited)			(unaudited)
Revenues earned during the development stage	$	259,993		$	119,173		$	933,755
Cost of sales		(628,497	)		(381,113	)		(2,552,511	)
Gross profit/(loss)		(368,504	)		(261,940	)		(1,618,756	)
Operating expenses
Professional fees		223,437			164,376			940,827
Compensation		547,289			553,404			3,857,544
Stock based compensation expense		—			147,461			2,192,813
Research & development		27,689			23,833			1,369,835
Other operating expenses		677,529			390,765			6,879,401
Total operating expenses		1,475,944			1,279,839			15,240,420
Loss from operations		(1,844,448	)		(1,541,779	)		(16,859,176	)
Other income (expense)
Interest income		—			18			41,313
Other income (loss)		17,032						2,761,997
Interest expense		(297,949	)		(148,565	)		(1,215,221	)
Loss on modification of debt		(312,000	)					(312,000	)
Total other income and (expense)		(592,917	)		(148,547	)		1,276,089
Net loss accumulated during the development stage	$	(2,437,365	)	$	(1,690,326	)	$	(15,583,087	)
Net loss per common share:
– Basic and diluted	$	(.28	)	$	(.22	)	$	(2.60	)
Weighted average common shares outstanding – basic and diluted		8,599,140			7,652,745			5,985,065

See accompanying notes to the financial statements.

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eFLEETS Corporation
(A Development Stage Enterprise)
Statements of Operations
(unaudited)


	For the Three Months Ended June 30, 2014			For the Three Months Ended June 30, 2013
	(unaudited)			(unaudited)
Revenues earned during the development stage	$	259,993		$	119,173
Cost of sales		(405,305	)		(381,114	)
Gross profit/(loss)		(145,312	)		(261,941	)
Operating expenses
Professional fees		100,256			97,086
Compensation		280,118			278,769
Stock based compensation expense		—			147,461
Research & development		24,059			17,104
Other operating expenses		506,604			186,996
Total operating expenses		911,037			727,416
Loss from operations		(1,056,349	)		(989,357	)
Other income (expense)
Other income (loss)		17,032			—
Interest expense		(181,216	)		(81,433	)
Loss on modification of debt		(312,000	)		—
Total other income (expense)		(476,184	)		(81,433	)
Net loss accumulated during the development stage	$	(1,532,533	)	$	(1,070,790	)
Net loss per common share:
– Basic and diluted	$	(.18	)	$	(.14	)
Weighted average common shares outstanding – basic and diluted		8,672,921			7,869,539

See accompanying notes to the financial statements.

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eFLEETS Corporation
(A Development Stage Enterprise)
Statement of Stockholders’ Equity (Deficit)
Six Months ended June 30, 2014 and 2013 and the Period from
Inception (January 30, 2006) through June 30, 2014
(unaudited)


	Shares			Capital Stock			Additional Paid-in Capital			Deficit Accumulated During The Development Stage			Total Stockholders’ Equity (Deficit)
Balance, January 30, 2006 (Inception)		—		$	—		$	—		$	—		$	—
Issuance of common stock, January 2006		11,362,500			113,625			970,236			—			1,083,861
Issuance of common stock, July 2007		40,000			400			99,600			—			100,000
Issuance of common stock, January 2008		255,000			2,550			8,925			—			11,475
Issuance of common stock, June 2008		200,000			2,000			498,000			—			500,000
Issuance of common stock, October 2008		1,038,598			10,386			(10,386	)		—			—
Issuance of common stock, April 2009		720,000			7,200			(7,200	)		—			—
Conversion of notes payable to common stock, July 2010		1,500,000			15,000			597,099			—			612,099
Issuance of common stock, September 2010		500,000			5,000			245,000			—			250,000
Stock-based compensation expense, 2010		—			—			1,113,372			—			1,113,372
Warrants issued with debt								248,268						248,268
Net loss, January 30, 2006 through December 31, 2010		—			—			—			(5,212,366	)		(5,212,366	)
Balance, December 31, 2010		15,616,098			156,161			3,762,914			(5,212,366	)		(1,293,291	)
Stock-based compensation expense		—			—			574,343			—			574,343
Net loss		—			—			—			(474,207	)		(474,207	)
Balance, December 31, 2011		15,616,098			156,161			4,337,257			(5,686,573	)		(1,193,155	)
Conversion of notes payable to common stock, April 2012		400,000			4,000			196,000						200,000
Conversion of notes payable to common stock, December 2012		200,000			2,000			98,000						100,000
Conversion of warrants to common stock		100,000			1,000			—						1,000
Issuance of common stock, September 2012		833,333			8,333			491,667						500,000
Issuance of common stock, November 2012		833,333			8,333			491,667						500,000
Issuance of common stock, December 2012		219,375			2,194			107,494						109,688
Warrants issued with debt								93,201						93,201
Stock-based compensation expense								28,773			—			28,773
Net loss		—			—			—			(3,628,923	)		(3,628,923	)
Balance, December 31, 2012		18,202,139		$	182,021		$	5,844,059		$	(9,315,496	)	$	(3,289,416	)
Issuance of common stock, January 2013		250,000			2,500			147,500						150,000
Issuance of common stock, January 2013		18,750			188			11,063						11,251
Issuance of common stock, January 2013		500,000			5,000			295,000						300,000
Issuance of common stock, January 2013		333,333			3,333			196,667						200,000
Record merger transaction, May 2013		1,504,998			(192,444	)		208,384						15,940
Record change in par value from $0.01 to $0.001					20,211			(20,211	)					—
Record share exchange per merger agreement, 1: .3973333		(12,541,023	)		(12,541	)		12,541						—
Issuance of common stock, June 2013		99,332			99			149,901						150,000
Issuance of common Stock, September 2013		9,930			10			14,990						15,000
Issuance of common stock, November 2013		59,600			60			89,940						90,000
Stock-based compensation expense, June 2013								147,461						147,461
Stock-based compensation expense, September 2013								148,494						148,494

See accompanying notes to the financial statements.

F-5

TABLE OF CONTENTS

eFLEETS Corporation
(A Development Stage Enterprise)
Statement of Stockholders’ Equity (Deficit) – (continued)
Six Months ended June 30, 2014 and 2013 and the Period from Inception
(January 30, 2006) through June 30, 2014
(unaudited)


	Shares		Capital Stock		Additional Paid-in Capital		Deficit Accumulated During The Development Stage			Total Stockholders’ Equity (Deficit)
Stock-based compensation expense, December 2013						180,370					180,370
Warrants issued with debt						36,649					36,649
Net loss accumulated during the development stage		—		—		—		(3,830,226	)		(3,830,226	)
Balance, December 31, 2013 at $0.001 par value		8,437,059		8,437		7,462,808		(13,145,722	)		(5,674,477	)

Registration No. 333-195672

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

eFLEETS CORPORATION

CALCULATION OF REGISTRATION FEE

8,000,000 Shares Common Stock Warrants to Purchase 8,000,000 Shares Common Stock

Aegis Capital Corp

TABLE OF CONTENTS

PROSPECTUS SUMMARY

eFLEETS CORPORATION

Business Overview

Needs of the Essential Services Market

Target Markets in the Essential Services Market

Marketing Strategy

Competition

Manufacturing/Logistics

Research and Product Development

Our Risks and Challenges

Stock Options Description of Options

Description of Convertible Notes

Other Warrants

Dilutive Effects of convertible notes, warrants, and options

eFLEETS Corporation Capitalization Table Post conversion Fully Diluted Basis August 28, 2014

eFLEETS Corporation Capitalization Table Beneficial Ownership Table Fully Diluted Basis August 28, 2014

Corporate Information

The Offering

Summary Financial Data

eFLEETS Corporation (A Development Stage Enterprise) Summary Financial Data

RISK FACTORS

Risks Related to our Business

Our audited financial statements contain a going concern opinion. Our ability to continue as a going concern will be dependent on our raising additional capital and the success of our business plan.

We will need to raise additional capital.

If we fail to meet our payments or other obligations under our secured indebtedness, the lenders under such indebtedness could foreclose on, and acquire control of, substantially all of our assets.

We have a limited operating history and a history of operating losses, and expect to incur significant additional operating losses.

If our vehicles do not gain expected market acceptance, prospects for our sales revenue and profit may be affected.

If we are not able to compete effectively with other competitors, our prospects for future growth will be jeopardized.

Downturns in general economic and market conditions could materially and adversely affect our business.

If critical manufacturing components become unavailable or our vendors delay their production, our business will be negatively impacted.

Changes in laws, regulations and policies that affect our business could adversely affect our financial results.

If our vendor manufacturers fail to meet our requirements for quality, quantity, price and timeliness, our business growth could be harmed.

Our vehicles could contain defects or they may be installed or operated incorrectly, which could reduce sales of those vehicles or result in claims against us.

Our success depends, in part, on establishing and maintaining good relationships with our network of dealers.

Our liability insurance may not be adequate in a catastrophic situation.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Risks Related to our Common Stock, the Warrants and this Offering

There may not be an active, liquid trading market for our common stock and warrants.

The market for our common stock may be limited because our common stock is subject to “penny stock” rules.

There is no recent trading activity in our common stock and there is no assurance that an active market will develop in the future.

The warrants are speculative in nature.

Price adjustment provisions in the warrants being sold in this offering may make it more difficult and expensive for us to raise additional capital in the future and may result in further dilution to investors in this offering.

The warrants contain anti-dilution protection.

There has not been a trading market for our warrants and there is no assurance that an active market will develop in the future.

By virtue of being a public company, we are subject to certain regulations and expenses.

Our Chief Technology Officer also serves as President and Chief Executive Officer of another company.

Our management has identified internal control deficiencies, which our management believes constitute material weaknesses.

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the market price of our common stock.

Large amounts of our common stock will be eligible for resale under Rule 144.

Our management will have broad discretion over the use of the net proceeds from this offering and we may use the net proceeds in ways with which you disagree or which do not produce beneficial results.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future as we do further financings and transactions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

USE OF PROCEEDS

PRICE RANGE OF COMMON STOCK

DIVIDEND POLICY

DILUTION

STATE SUITABILITY STANDARDS

New Jersey

California

CAPITALIZATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

For the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

Revenues

Sales

Cost of Sales

Gross Profit/(Loss)

Selling, General and Administrative Expenses (Operating Expenses)

Loss from Operations

Other Income (expense)

Net Loss

For the six months ended June 30, 2014 and June 30, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

8,000,000 Shares
Common Stock
Warrants to Purchase 8,000,000 Shares
Common Stock

Stock Options

Description of Options

eFLEETS Corporation

Capitalization Table
Post conversion Fully Diluted Basis
August 28, 2014

eFLEETS Corporation

Capitalization Table
Beneficial Ownership Table
Fully Diluted Basis
August 28, 2014

eFLEETS Corporation
(A Development Stage Enterprise)

Summary Financial Data

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND INDUSTRY DATA

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

eFLEETS Corporation

Capitalization Table
Post conversion Fully Diluted Basis
August 28, 2014

eFLEETS Corporation

Capitalization Table
Beneficial Ownership Table
Fully Diluted Basis
August 28, 2014

eFleets Corp S-1/A