8-K

United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934

December 8, 2014

Date of Report

GO EZ CORPORATION, INC.

 (Exact name of Registrant as specified in its Charter)

Delaware	000-53116	22-2301634
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

101 First Street #493

Los Altos, CA USA 94022

 (Address of Principal Executive Offices)

(650) 283-2907

(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 (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 14-a-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))

NAME REFERENCES

In this Current Report, references to “GEZC,” the “Company,” “we,” “our,” “us” and words of similar import refer to Go Ez Corporation, Inc., the Registrant, which is a Delaware corporation.

Item 1.01 Entry Into a Material Definitive Agreement.  

On December 8, 2014, the Company entered into five (5) separate Novation Agreements with debt holders that allowed the Company to extinguish the debt owed to these debt holders and to instead issue shares of the Company’s Preferred Series B stock.   Under the terms of the Novation Agreements, the Company and debt holders agreed to extinguish the amount due and owing under five (5) Convertible Debentures and to relinquish any claims under the original terms of the Convertible Debentures and replace the amount owed to the debt holders by the Company with the issuances of shares of Preferred Series B stock.

The first Novation Agreement between the Company and Mr. Abraham Dominguez Cinta dated December 8, 2014 relates to a loan of $4,403.00 made by Mr. Cinta to the Company on November 17, 2014 and Convertible Debenture dated December 1, 2014, as amended December 8, 2014.  The Novation Agreement replaces the total amount owed as of December 31, 2014 of $4,432 with the issuance of five (5) shares of Preferred Series B stock to Mr. Cinta pursuant to a Subscription Agreement between the parties of December 8, 2014.

The second Novation Agreement between the Company and Mr. Cinta dated December 8, 2014 relates to a loan of $1,000.00 made by Mr. Cinta to the Company on June 30, 2014 and Convertible Debenture dated July 1, 2014, as amended December 8, 2014.  The Novation Agreement replaces the total amount owed as of November 30, 2014 of $1,417.00 with the issuance of two (2) shares of Preferred Series B stock to Mr. Cinta pursuant to a Subscription Agreement between the parties of December 8, 2014.

The third Novation Agreement between the Company and Mr. Cinta dated December 8, 2014 relates to a loan of $529.00 made by Mr. Cinta to the Company on September 30, 2014 and Convertible Debenture dated October 1, 2014, as amended December 8, 2014.  The Novation Agreement replaces the total amount owed as of November 30, 2014 of $536.00 with the issuance of one (1) share of Preferred Series B stock to Mr. Cinta pursuant to a Subscription Agreement between the parties of December 8, 2014.

The fourth Novation Agreement is between the Company and Profit Seeker Capital Management Corporation (“PSCM”) dated December 8, 2014 and relates to a loan of $77,547 made by PSCM to the Company on June 30, 2014 and Convertible Debenture dated July 1, 2014, as amended December 8, 2014.  The Novation Agreement replaces the total amount owed as of November 30, 2014 of $80,132 with the issuance of eighty-one (81) shares of Preferred Series B stock to PSCM pursuant to a Subscription Agreement between the parties of December 8, 2014.

The fifth Novation Agreement between the Company and PSCM dated December 8, 2014 relates to a loan of $16,247 made by PSCM to the Company on September 30, 2014 and Convertible Debenture dated October 1, 2014 as amended December 8, 2014.  The Novation Agreement replaces the total amount owed as of November 30, 2014 of $16,464 with the issuance of seventeen (17) shares of Preferred Series B stock to PSCM pursuant to a Subscription Agreement between the parties of December 8, 2014.

2

Item 9.01 Financial Statements and Exhibits.

(a)

Exhibits.

Exhibit No.	Exhibit Description
10.1	Novation Agreement #1 dated December 8, 2014 between Company and Abraham Cinta*
10.2	Subscription Agreement dated December 8, 2014 between Company and Abraham Cinta*
10.3	Novation Agreement #2 dated December 8, 2014 between Company and Abraham Cinta*
10.4	Subscription Agreement dated December 8, 2014 between Company and Abraham Cinta*
10.5	Novation Agreement #3 dated December 8, 2014 between Company and Abraham Cinta*
10.6	Subscription Agreement dated December 8, 2014 between Company and Abraham Cinta*
10.7	Novation Agreement #4 dated December 8, 2014 between Company and Profit Seeker Capital Management Corporation*
10.8	Subscription Agreement dated December 8, 2014 between Company and Profit Seeker Capital Management Corporation*
10.9	Novation Agreement #5 dated December 8, 2014 between Company and Profit Seeker Capital Management Corporation*
10.10	Subscription Agreement dated December 8, 2014 between Company and Profit Seeker Capital Management Corporation*

* Filed herewith.

SIGNATURES

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

GO EZ CORPORATION, INC.

Date:	December 9th, 2014	By:	/s/ Abraham Cinta
			Abraham Cinta
			President, Chief Executive Officer, CFO and Director

3

EX-10

NOVATION AGREEMENT

Go Ez Corp., a corporation organized and existing under the laws of the State of Delaware, with an address of 101 First Street, #493, Los Altos, California 94022, hereinafter referred to as the “Company”, and Abraham Dominguez Cinta, an individual, with an address of Hongzhong Road, Shanghai China, hereinafter referred to as “ABRAHAM CINTA”, in consideration of the promises made herein do hereby agree as follow:

1.

Original Agreement.  On November 17, 2014, Company received a loan in the amount of $4,403 from ABRAHAM CINTA and entered into a Convertible Debenture Note dated Dec 1, 2014, attached hereto as Exhibit A.  As of December 31, 2014 the amount due and owing under the Note including accrued interest is $4,432.

2.

Novation.  The Company and ABRAHAM CINTA hereby agree to extinguish $4,432 represented by the Note referred to in Paragraph 1. Each party hereby relinquishes any claim that they had or may have had under the original terms of the Agreement and Note and stipulate that this agreement constitutes a novation with respect to the original Note.

3.

New Agreement.  The Company and ABRAHAM CINTA hereby agree to replace the amount owed as of December 31, 2014 with the issuance by the Company to ABRAHAM CINTA of 5 shares of its Preferred Series B Shares of stock pursuant to a Subscription Agreement and thereby converts $4,432 of debt owed to Preferred Series B stock at a price of $1,000 per share.  

IN WITNESS WHEREOF, we hereby set our hand this 8^th day of December, 2014.

GO EZ CORP.

NOTEHOLDER:

                                      

______________________________

___________________________

By:  Abraham Cinta

     By: ABRAHAM CINTA

Chief-Executive Officer

EX-10

Subscription Agreement   

EX-10

Novation Agreement   

EX-10

SUBSCRIPTION AGREEMENT FOR PREFERREDSHARES OF

GO EZ CORP.

Abraham Dominguez Cinta, the undersigned, does hereby subscribe for Two (2) Preferred Series B shares of the Corporation’s capital stock, par value $0.0001.

I acknowledge and understand that the securities subscribed to herein have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and cannot be sold unless the securities are subsequently registered under the Securities Act or unless an exemption from registration is available.

I, prior to the execution of this Agreement, had stated and represented to the representatives of the Corporation that I have knowledge and experience in financial and business matters and I am capable of evaluating the merits and risks of the investment in the securities subscribed to hereunder.

I agree not to convert at any time the subscribed Preferred Series B shares into Common Shares of the Corporation to a holding greater than 9.9% of the issued and outstanding Common Shares of the Corporation.

I acknowledge that prior to the execution of this Agreement, I and/or my representatives had the opportunity to ask questions of, and receive answers from the Corporation, or any person acting on the Corporation’s behalf concerning the terms and conditions of the offering of the securities subscribed to hereunder, and to obtain additional information on the Corporation.

I acknowledge and understand that no market may exist for the resale of the subscribed securities.

Dated this 8^th day of December, 2014.

_______________________________

Abraham Cinta

Accepted this 8^th day of December, 2014.

_______________________________

Abraham Cinta

Chief-Executive Officer

GO EZ CORP.

EX-10

NOVATION AGREEMENT

Go Ez Corp., a corporation organized and existing under the laws of the State of Delaware, with an address of 101 First Street, #493, Los Altos, California 94022, hereinafter referred to as the “Company”, and Abraham Dominguez Cinta, an individual, with an address of Hongzhong Road, Shanghai China, hereinafter referred to as “ABRAHAM CINTA”, in consideration of the promises made herein do hereby agree as follow:

1.

Original Agreement.  On September 30, 2014, Company received a loan in the amount of $529 from ABRAHAM CINTA and entered into a Convertible Debenture dated October 1, 2014, attached hereto as Exhibit A.  As of November 30, 2014 the amount due and owing under the Note including accrued interest is $536.

2.

Novation.  The Company and ABRAHAM CINTA hereby agree to extinguish $536 represented by the Note referred to in Paragraph 1. Each party hereby relinquishes any claim that they had or may have had under the original terms of the Agreement and Note and stipulate that this agreement constitutes a novation with respect to the original Note.

3.

New Agreement.  The Company and ABRAHAM CINTA hereby agree to replace the amount owed as of November 30, 2014 with the issuance by the Company to ABRAHAM CINTA of 1 shares of its Preferred Series B Shares of stock pursuant to a Subscription Agreement and thereby converts $536 of debt owed to Preferred Series B stock at a price of $1,000 per share.

IN WITNESS WHEREOF, we hereby set our hand this 8^th day of December, 2014.

GO EZ CORP.

NOTEHOLDER:

                                      

______________________________

___________________________

By: Abraham Cinta

By: ABRAHAM CINTA

Chief-Executive Officer

EX-10

SUBSCRIPTION AGREEMENT FOR PREFERREDSHARES OF

GO EZ CORP.

Abraham Dominguez Cinta, the undersigned, does hereby subscribe for One (1) Preferred Series B shares of the Corporation’s capital stock, par value $0.0001.

I acknowledge and understand that the securities subscribed to herein have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and cannot be sold unless the securities are subsequently registered under the Securities Act or unless an exemption from registration is available.

I, prior to the execution of this Agreement, had stated and represented to the representatives of the Corporation that I have knowledge and experience in financial and business matters and I am capable of evaluating the merits and risks of the investment in the securities subscribed to hereunder.

I agree not to convert at any time the subscribed Preferred Series B shares into Common Shares of the Corporation to a holding greater than 9.9% of the issued and outstanding Common Shares of the Corporation.

I acknowledge that prior to the execution of this Agreement, I and/or my representatives had the opportunity to ask questions of, and receive answers from the Corporation, or any person acting on the Corporation’s behalf concerning the terms and conditions of the offering of the securities subscribed to hereunder, and to obtain additional information on the Corporation.

I acknowledge and understand that no market may exist for the resale of the subscribed securities.

Dated this 8^th day of December, 2014.

_______________________________

Abraham Cinta

Accepted this 8^th day of December, 2014.

_________________________ _____

Abraham Cinta

Chief-Executive Officer

GO EZ CORP.

EX-10

NOVATION AGREEMENT

Go Ez Corp., a corporation organized and existing under the laws of the State of Delaware, with an address of 101 First Street, #493, Los Altos, California 94022, hereinafter referred to as the “Company”, and Profit Seeker Capital Management Corporation, a corporation organized and existing under the laws of British Virgin Islands, with an address of Trinity Chamber, P.O. Box 4301, Road Town, Tortola, British Virgin Islands, hereinafter referred to as “PSCM”, in consideration of the promises made herein do hereby agree as follow:

1.

Original Agreement.  On June 30, 2014, Company received a loan in the amount of $77,547 from PSCM and entered into a Convertible Debenture Note dated July 1, 2014, attached hereto as Exhibit A.  As of November 30, 2014 the amount due and owing under the Note including accrued interest is $80,132.

2.

Novation.  The Company and PSCM hereby agree to extinguish $80,132 represented by the Note referred to in Paragraph 1. Each party hereby relinquishes any claim that they had or may have had under the original terms of the Agreement and Note and stipulate that this agreement constitutes a novation with respect to the original Note.

3.

New Agreement.  The Company and PSCM hereby agree to replace the amount owed as of November 30, 2014 with the issuance by the Company to PSCM of 81 shares of its Preferred Series B Shares of stock pursuant to a Subscription Agreement and thereby converts $80,132 of debt owed to Preferred Series B stock at a price of $1,000 per share.  

IN WITNESS WHEREOF, we hereby set our hand this 8^th day of December, 2014.

GO EZ CORP.

NOTEHOLDER:

                                      

______________________________

___________________________

By: Abraham Cinta

     By: Yuhui Chen

Chief-Executive Officer

          President

EX-10

SUBSCRIPTION AGREEMENT FOR PREFERREDSHARES OF

GO EZ CORP.

Profit Seeker Capital Management Corporation, the undersigned, does hereby subscribe for Eighty-one (81) Preferred Series B shares of the Corporation’s capital stock, par value $0.0001.

I acknowledge and understand that the securities subscribed to herein have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and cannot be sold unless the securities are subsequently registered under the Securities Act or unless an exemption from registration is available.

I, prior to the execution of this Agreement, had stated and represented to the representatives of the Corporation that I have knowledge and experience in financial and business matters and I am capable of evaluating the merits and risks of the investment in the securities subscribed to hereunder.

I agree not to convert at any time the subscribed Preferred Series B shares into Common Shares of the Corporation to a holding greater than 9.9% of the issued and outstanding Common Shares of the Corporation.

I acknowledge that prior to the execution of this Agreement, I and/or my representatives had the opportunity to ask questions of, and receive answers from the Corporation, or any person acting on the Corporation’s behalf concerning the terms and conditions of the offering of the securities subscribed to hereunder, and to obtain additional information on the Corporation.

I acknowledge and understand that no market may exist for the resale of the subscribed securities.

Dated this 8^th day of December, 2014.

_______________________________

Yuhui Chen

President

PROFIT SEEKER CAPITAL MANAGEMENT CORPORATION

Accepted this 8^th day of December, 2014.

_______________________________

Abraham Cinta

Chief-Executive Officer

GO EZ CORP.

EX-10

NOVATION AGREEMENT

Go Ez Corp., a corporation organized and existing under the laws of the State of Delaware, with an address of 101 First Street, #493, Los Altos, California 94022, hereinafter referred to as the “Company”, and Profit Seeker Capital Management Corporation, a corporation organized and existing under the laws of British Virgin Islands, with an address of Trinity Chamber, P.O. Box 4301, Road Town, Tortola, British Virgin Islands, hereinafter referred to as “PSCM”, in consideration of the promises made herein do hereby agree as follow:

1.

Original Agreement.  On September 30, 2014, Company received a loan in the amount of $16,247 from PSCM and entered into a Convertible Debenture Note dated October 1, 2014, attached hereto as Exhibit A.  As of November 30, 2014 the amount due and owing under the Note including accrued interest is $16,464.

2.

Novation.  The Company and PSCM hereby agree to extinguish $16,464 represented by the Note referred to in Paragraph 1. Each party hereby relinquishes any claim that they had or may have had under the original terms of the Agreement and Note and stipulate that this agreement constitutes a novation with respect to the original Note.

3.

New Agreement.  The Company and PSCM hereby agree to replace the amount owed as of November 30, 2014 with the issuance by the Company to PSCM of 17 shares of its Preferred Series B Shares of stock pursuant to a Subscription Agreement and thereby converts $16,464 of debt owed to Preferred Series B stock at a price of $1,000 per share.  

IN WITNESS WHEREOF, we hereby set our hand this 8^th day of December, 2014.

GO EZ CORP.

NOTEHOLDER:

                                      

______________________________

___________________________

By: Abraham Cinta

     By: Yuhui Chen

Chief-Executive Officer

          President

EX-10

SUBSCRIPTION AGREEMENT FOR PREFERREDSHARES OF

GO EZ CORP.

Profit Seeker Capital Management Corporation, the undersigned, does hereby subscribe for Seventeen (17) Preferred Series B shares of the Corporation’s capital stock, par value $0.0001.

I acknowledge and understand that the securities subscribed to herein have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and cannot be sold unless the securities are subsequently registered under the Securities Act or unless an exemption from registration is available.

I, prior to the execution of this Agreement, had stated and represented to the representatives of the Corporation that I have knowledge and experience in financial and business matters and I am capable of evaluating the merits and risks of the investment in the securities subscribed to hereunder.

I agree not to convert at any time the subscribed Preferred Series B shares into Common Shares of the Corporation to a holding greater than 9.9% of the issued and outstanding Common Shares of the Corporation.

I acknowledge that prior to the execution of this Agreement, I and/or my representatives had the opportunity to ask questions of, and receive answers from the Corporation, or any person acting on the Corporation’s behalf concerning the terms and conditions of the offering of the securities subscribed to hereunder, and to obtain additional information on the Corporation.

I acknowledge and understand that no market may exist for the resale of the subscribed securities.

Dated this 8^th day of December, 2014.

_______________________________

Yuhui Chen

President

PROFIT SEEKER CAPITAL MANAGEMENT CORPORATION

Accepted this 8^th day of December, 2014.

_______________________________

Abraham Cinta

Chief-Executive Officer

GO EZ CORP.