SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2014

CODESMART HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida		333-180653		45-4523372
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1330 Avenue of the Americas, Suite 23A

New York, NY 10019

(Address of Principal Executive Offices)

212-653-0659

(Registrant’s telephone number)

(former name or former address, if changed since last report)

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 23, 2014, Diego Roca resigned from his position as Chief Restructuring Officer of CodeSmart Holdings, Inc. (the “Company”). The resignation letter received from Mr. Roca is annexed hereto as Exhibit 17.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

17.1

Resignation Letter, dated as of October 23, 2014, from Diego Roca

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.

	CodeSmart Holdings, Inc.

Date: October 27, 2014	By:	/s/ Ruth Patterson
		Name: Ruth Patterson
		Title: Chief Operating Officer

CODESMART HOLDINGS, INC. 8-K