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): April 14, 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.)

275 Seventh Avenue, 7th Floor

New York, NY 10001

(Address of Principal Executive Offices)

646-248-8550

(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 1.01    Entry Into A Material Definitive Agreement.

On April 14, 2014, CodeSmart Holdings, Inc. (the “Company”) executed a Securities Purchase Agreement (the “SPA”), with Auctus Private Equity Fund, LLC, a Massachusetts limited liability company (the “Investor”) for the sale of a Convertible Promissory Note (the “Note”) to purchase shares of common stock, par value $.0001 per share (“Common Stock”) for gross proceeds of $52,750 (the “Offering”).   The Note accrues interest at 8% per annum and will be due on January 14, 2015 (“Maturity Date”). The Investor has the right to convert the Note from time to time starting from 6 months after the issuance date at the conversion price which equals to 65% of the Market Price (as defined below) subject to adjustments set forth in the Note. The “Market Price” means the average of the two lowest closing bid price for the Common Stock during the twenty-five (25) trading day period prior to conversion.

The foregoing description of the terms of the SPA and the Note is qualified in its entirety by reference to the provisions of the Securities Purchase Agreement, dated April 14, 2014 and the Note which are included as Exhibit 10.1 and Exhibit 4.1 to this Current Report and are incorporated by reference herein.

Item 3.02    Unregistered Sales of Equity Securities.

The above referenced issuance of the Company’s securities in the Offering was not registered under the Securities Act of 1933, as amended (the “1933 Act”), and the Company relied on an exemption from registration provided by Rule 506(c) of Regulation D promulgated under the 1933 Act for such issuance.

Item 9.01    Financial Statements and Exhibits

(d)     Exhibits

Exhibit Number	Description
4.1	Form of Note.
10.1	Securities Purchase Agreement, dated April 14, 2014, by and between the Company and Auctus Private Equity Fund, LLC.

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: April 29, 2014	By:	/s/ Ira Shapiro
		Name: Ira Shapiro
		Title: Chief Executive Officer