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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~January~~PURSUANT TO 3,SECTION ~~2014~~13 ~~Date~~OR ~~of Report~~ 15(~~Date of earliest event reported~~d)

~~ECHO~~OF ~~AUTOMOTIVE,~~THE ~~INC. (Exact~~SECURITIES ~~Name~~EXCHANGE ofACT ~~Registrant~~OF as1934 ~~Specified in Charter)~~

Date of Report (Date of earliest event reported) August 5, 2014

ECHO AUTOMOTIVE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-53681

98-0599680

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

16000 N. 80th Street, Suite E, Scottsdale, AZ 85260 ~~(Address of Principal Executive Offices)~~

(~~855)~~Address ~~324-7288~~of ~~(Registrant’s~~Principal ~~telephone number,~~Executive ~~including area code~~Offices)

~~N/A~~ (~~Former Name or Former Address, if Changed Since Last Report~~855) 324-6288

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~¨ 1Soliciting –material ~~Registrant’s~~pursuant ~~Business~~to ~~and Operations~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Note~~¨ ~~Purchase~~Pre-commencement ~~Agreement~~communications ~~and~~pursuant ~~Convertible~~to ~~Note~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~On January~~SECTION 3,2 ~~2013~~– ~~(the~~FINANCIAL ~~“Closing~~INFORMATION Date”), Echo Automotive, Inc., a Nevada corporation (the “Company”), entered into a note purchase agreement dated as of the Closing Date (the “Purchase Agreement”) with Hanover Holdings I, LLC, a New York limited liability company (“Hanover”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, Hanover shall purchase from the Company on the Closing Date a senior convertible note with an initial principal amount of $375,000 (the “Convertible Note”) for a purchase price of $250,000 (a 33.33% original issue discount). Pursuant to the Purchase Agreement, on the Closing Date, the Company issued the Convertible Note to Hanover.

~~$40,000 of~~Item ~~the~~2.04. ~~outstanding~~Triggering ~~principal~~Events ~~amount~~That ofAccelerate the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by the Company) if (i) the Company has properly filed a registration statement with the Securities and Exchange Commission (“SEC”) on or ~~prior~~Increase to the Filing Deadline (defined below) covering the resale by Hanover of all of the shares of Common Stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an event that with the passage of time or giving of notice would constitute an event of default has occurred on or prior to such date. Moreover, $85,000 of the outstanding principal amount of the Convertible Note (together with any accrued and unpaid interest with respect to such portion of the principal amount) shall be automatically extinguished (without any cash payment by the Company) if (i) the Company has filed a ~~registration~~Direct ~~statement with~~Financial ~~the~~Obligation ~~SEC that has been declared effective by the SEC on~~ or prior to the Effectiveness Deadline (defined below) and the prospectus contained therein is available for use by Hanover for the resale by Hanover of all of the shares of Common Stock issued or issuable upon conversion of the Convertible Note and (ii) no event of default or an ~~event~~Obligation ~~that~~under ~~with the passage of time or giving of notice would constitute~~ an ~~event~~Off-Balance ofSheet ~~default has occurred on or prior to such date~~Arrangement.

The ~~Convertible~~ ~~Note~~Company ~~matures~~received onnotice ~~July~~of 3,default ~~2014~~on ~~and~~August 4, 2014 in ~~addition~~a toletter ~~the~~from ~~33.33%~~Magna ~~original issue~~Equities ~~discount~~II, ~~accrues~~LLC ~~interest~~(Formerly atknown ~~the~~as ~~rate of 12% per annum. The Convertible Note is convertible at any time, in whole or in part, at~~ Hanover’s ~~option~~Holdings ~~into~~I, ~~shares~~LLC) ofafter ~~the~~failing ~~Company’s~~to ~~common~~repay ~~stock, par value $0.001 per share (~~the ~~“Common Stock”),~~remaining atprincipal aamount ~~fixed~~and ~~conversion~~accrued ~~price~~interest of $0350,766.~~15223~~67 ~~per~~in ~~share~~accordance ~~(subject~~with ~~to adjustment). This conversion price represents a discount of approximately 35.0% from~~ the ~~volume~~terms ~~weighted average price~~ of the ~~Common~~Senior ~~Stock~~Convertible ofNote ~~$0.2342~~dated ~~on December 31~~January 3, ~~2013~~2014. AtThe nodefault ~~time~~due ~~will~~to ~~Hanover~~non-payment beresulted ~~entitled~~in toa ~~convert~~default ~~any~~penalty ~~portion~~ of ~~the Convertible Note to the extent that after such conversion, Hanover (together with its affiliates) would beneficially own more than 9.99~~25% of the outstanding ~~shares~~ ofbalance ~~Common~~at ~~Stock~~the astime of ~~such date~~default. ~~The Convertible Note includes “full ratchet” and standard anti-dilution protection.~~

The ~~Convertible~~ ~~Note~~Company ~~includes~~had ~~customary~~previously ~~event~~disclosed ofthat ~~default provisions, and provides for a default interest rate of 18%. Upon~~ the ~~occurrence~~Company ofwas annotified ~~event~~by ofUFF ~~default, Hanover~~that ~~may require~~ the Company towas ~~pay~~ in cash the “Event of Default Redemption Price” which is defined in the Convertible Note to mean the greater of (i) the product of (A) the amount to be redeemed multiplied by (B) 125% (or 100% if an insolvency related event of default) ~~and~~on ~~(ii)~~five ~~the~~promissory ~~product~~notes, ofwith ~~(X) the conversion price in effect at that time multiplied by (Y) the product of (1) 125% (or 100% if~~ an ~~insolvency~~initial ~~related~~aggregate ~~event~~value of ~~default)~~$710,000. ~~multiplied~~The bymaturity ~~(2) the greatest closing sale price of the Common Stock on any trading day during the period commencing on the~~ date ~~immediately~~for ~~preceding~~ such ~~event~~promissory ofnotes ~~default~~was ~~and~~extended ~~ending~~to ~~on the~~June 16, ~~date~~2014. ~~the~~On ~~Company~~August 5,2014 ~~makes~~UFF ~~the~~sent ~~entire~~a ~~payment~~letter ~~required~~demanding ~~to be made under this provision~~repayment.

The Company’s ~~has~~default ~~the~~and ~~right~~inability atto ~~any~~pay ~~time~~obligations toas ~~redeem~~they ~~all,~~become ~~but~~due ~~not~~constitutes ~~less~~an ~~than~~event ~~all,~~of default under certain of the ~~total~~Company’s other outstanding ~~amount~~indebtedness ~~then~~resulting ~~remaining~~in ~~under~~default ~~the~~penalties ~~Convertible~~and ~~Note~~ in ~~cash~~certain atof ~~a price~~the ~~equal~~agreements toan ~~140%~~automatic ofand ~~the~~immediate ~~total~~acceleration ~~amount~~ of the ~~Convertible~~debt ~~Note then outstanding~~obligation.

~~The Purchase~~At ~~Agreement~~this ~~contains customary representations~~time, ~~warranties and covenants by, among and for~~ the ~~benefit~~Company ofdoes ~~the~~not ~~parties.~~have ~~The~~adequate ~~Company~~liquidity ~~also agreed~~ to ~~pay~~repay ~~up to~~any ~~$10,000~~outstanding ofobligations ~~reasonable attorneys’ fees~~ and ~~expenses~~does ~~incurred~~not byexpect ~~Hanover~~to be in ~~connection~~ ~~with~~a ~~the~~position ~~transaction. The Purchase Agreement also provides for~~to ~~indemnification~~timely offile ~~Hanover and~~ its ~~affiliates~~periodic inreports ~~the~~and ~~event~~10-Q ~~that~~due ~~Hanover incurs losses~~August 15, ~~liabilities,~~2014. ~~obligations,~~The ~~claims,~~Company ~~contingencies,~~is ~~damages,~~exploring ~~costs~~options ~~and expenses related~~ to arestructure ~~breach by~~ the ~~Company of any of its representations, warranties or covenants under the Purchase Agreement~~business.

~~Registration~~SIGNATURES ~~Rights Agreement~~

~~In connection~~Pursuant ~~with~~to the ~~execution~~requirements of the ~~Purchase~~Securities ~~Agreement,~~Exchange onAct ~~the Closing Date, the Company and Hanover also entered into a registration rights agreement dated as~~ of ~~the Closing Date (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement~~1934, the ~~Company~~registrant has ~~agreed~~duly tocaused ~~file~~this anreport ~~initial registration statement (“Registration Statement”) with the SEC~~ to ~~register~~ ~~the resale of the Common Stock into which the Convertible Note may~~ be ~~converted,~~ signed on orits ~~prior~~behalf ~~to February 18, 2014 (the “Filing Deadline”) and~~by ~~have it declared effective at~~ the ~~earlier~~undersigned ofhereunto ~~(i)~~duly the 120th calendar day after the Closing Date and (ii) the fifth business day after the date the Company is notified by the SEC that such Registration Statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”)authorized.

If at any time all of the shares of Common Stock underlying the Convertible Note are not covered by the initial Registration Statement, the Company has agreed to file with the SEC one or more additional Registration Statements so as to cover all of the shares of Common Stock underlying the Convertible Note not covered by such initial Registration Statement, in each case, as soon as practicable, but in no event later than the applicable filing deadline for such additional Registration Statements as provided in the Registration Rights Agreement.

The Company also agreed, among other things, to indemnify Hanover from certain liabilities and fees and expenses of Hanover incident to the Company’s obligations under the Registration Rights Agreement, including certain liabilities under the Securities. Hanover has agreed to indemnify and hold harmless the Company and each of its directors, officers and persons who control the Company against certain liabilities that may be based upon written information furnished by Hanover to the Company for inclusion in a registration statement pursuant to the Registration Rights Agreement, including certain liabilities under the Securities Act.

The foregoing descriptions of the Purchase Agreement, the Convertible Note and the Registration Rights Agreement are qualified in their entirety by reference to the provisions of the Convertible Note, the Purchase Agreement, and the Registration Rights Agreement filed as exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K (this “Report”), respectively, which are incorporated herein by reference.

Section 2 – Financial Information

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

The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this Item.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this Item.

The issuance of the Convertible Note to Hanover under the Purchase Agreement was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”). The Company made this determination based on the representations of Hanover that Hanover is an “accredited investor” within the meaning of Rule 501 of Regulation D and has access to information about the Company and its investment.

This Report is neither an offer to sell nor the solicitation of an offer to buy any securities. The securities have not been registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

4.1	Senior Convertible Note dated January 3, 2014.
10.1	Note Purchase Agreement, dated as of January 3, 2014, by and between Hanover Holdings I, LLC and Echo Automotive, Inc.
10.2	Registration Rights Agreement, dated as of January 3, 2014, by and between Hanover Holdings I, LLC and Echo Automotive, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ECHO AUTOMOTIVE, INC. a Nevada corporation

Dated: January 9, 2014	By:	/s/ Patrick van den Bossche
		Patrick van den Bossche
		Chief Operating Officer

ECHO AUTOMOTIVE, INC.

a Nevada corporation

Dated: August 5, 2014

/s/ William D. Kennedy

William D. Kennedy

Chief Executive Officer

Filing Compare · Echo Automotive, Inc.