FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Elliott Steven F. 2. Date of Event Requiring Statement (Month/Day/Year) 02/12/2014 3. Issuer Name and Ticker or Trading Symbol BeesFree, Inc. [BEES] (Last) (First) (Middle) 2101 VISTA PARKWAY, SUITE 122 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WEST PALM BEACH, FL 33411 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to purchase)	  (1)	  (1)	Common Stock	750,000	$ 0.5	D	Â
Option (right to purchase)	  (2)	  (2)	Common Stock	562,500	$ 0.5	D	Â
Option (right to purchase)	  (3)	  (3)	Common Stock	1,687,500	$ 0.5	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Elliott Steven F. 2101 VISTA PARKWAY SUITE 122 WEST PALM BEACH, FL 33411	Â	Â	  President & CEO	Â

Signatures

/S/ STEVEN F. ELLIOTT		02/21/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These options vest upon the closing of an investment into the Company of not less than $3 million and expire four (4) years from the date of vesting.
(2)	These options vest on February 12, 2015 and expire four years from the date of vesting.
(3)	These options vest in equal monthly installments of 46,875 shares beginning 13 months from the date of grant. These options expire four (4) years from the date of vesting.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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