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: ~~June~~December 1828, 2007 ~~(Date of earliest event reported)~~

(Date ~~INCENTRA SOLUTIONS, INC.~~ of ~~(Exact~~ earliest ~~name~~event ~~of Registrant as specified in its charter~~reported)

INCENTRA ~~Nevada~~ SOLUTIONS, ~~(State or other jurisdiction of incorporation)~~ INC.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-16031	86-0793960
(Commission File No.)	(I.R.S. Employer Identification No.)

1140 Pearl Street ~~Boulder, Colorado 80302 (Address of principal executive offices; zip code)~~

Boulder, ~~(303)~~ Colorado ~~449-8279 (Registrant’s telephone number, including area code)~~ 80302

~~N/A~~ (~~Former Name or Former~~ Address, of ifprincipal ~~changed~~executive ~~Since~~offices; ~~Last~~zip ~~Report~~code)

(303) 449-8279

(Registrant’s telephone number, including area code)

N/A

(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):

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 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

SECTION 1 – REGISTRANTS BUSINESS AND OPERATIONS

Item 1.01

Entry Into A Material Definitive Agreement

Effective December ~~June 18~~28, 2007, we, ~~together~~entered ~~with~~into ~~our~~an ~~wholly-owned~~assignment ~~subsidiaries,~~and ~~PWI~~amendment ~~Technologies,~~agreement (“Assignment ~~Inc,~~and ~~Network~~Amendment”) ~~System~~with ~~Technologies,~~Laurus ~~Inc.~~Master ,Fund ~~Tactix~~Ltd., ~~Inc~~a Cayman Islands corporation (“Laurus”)., ~~Incentra~~The ~~Solutions~~primary purpose of the ~~Northeast,~~Assignment ~~Inc.,~~and ~~Incentra~~Amendment ~~Solutions~~was to amend the terms of ~~California,~~the ~~Inc., ManagedStorage~~Security ~~International,~~Agreement ~~Inc.,~~dated ~~and~~as ~~Incentra~~of ~~Solutions~~February ~~International~~6, ~~Inc.~~2006 between ~~entered~~Laurus ~~into~~and anour ~~amendment~~company (the ~~“Amendment”~~"Security Agreement") and our Secured ~~affecting~~Revolving ~~the~~Note, ~~following~~dated ~~agreements~~February ~~and~~6, ~~instruments~~2006, ~~relating~~in tofavor ~~our~~of ~~financing~~Laurus ~~activities~~(the ~~with~~"Note") in ~~Laurus~~order ~~Master~~to ~~Fund, Ltd.,~~increase athe ~~Cayman~~available ~~Islands~~borrowing ~~corporation~~amount ~~(“Laurus”):~~from $15,000,000 to $20,000,000.

Under the 1. Assignment ~~Security~~and ~~Agreement dated February 6~~Amendment, ~~2006;~~interest 2.payable ~~Secured~~on ~~Revolving~~the ~~Note~~outstanding ~~dated~~principal ~~February 6, 2006;~~amount 3. of ~~Common~~the ~~Stock~~Note ~~Purchase~~was ~~Option~~amended ~~dated~~to ~~February~~a 6,fixed ~~2006;~~rate 4.per ~~Secured~~annum ~~Convertible~~equal ~~Term~~to ~~note~~ten ~~dated~~percent ~~March 31, 2006; 5~~(10%). ~~Common~~ Under ~~Stock~~the ~~Purchase~~original ~~Warrant dated March 31~~Note, ~~2006;~~interest 6.accrued ~~Common~~at ~~Stock~~the ~~Purchase~~rate ~~Warrant~~of ~~dated~~prime ~~May~~plus ~~13,~~one ~~2004;~~ percent 7. (1%), ~~Common~~currently ~~Stock~~eight ~~Purchase~~and ~~Warrant~~one-quarter ~~dated~~percent ~~October 25, 2004;~~ (8. ~~Common Stock Purchase Warrant dated February 17, 2005; and 9~~25%). ~~Common Stock Purchase Warrant dated June 30, 2005.~~

Further, ~~The~~ under ~~primary~~the ~~purpose~~Assignment ofand ~~the~~ Amendment, we ~~was~~issued to ~~increase~~Valens U.S. a common stock purchase warrant to purchase 350,000 shares of our ~~capital~~common stock at an exercise ~~availability~~ price ~~under~~of $0.01 ("the ~~Security~~Warrant"). ~~Agreement~~The ~~and~~Warrant ~~Secured~~expires ~~Revolving~~on ~~Note~~December 28, 2027. Valens U.S. may not exercise the warrant in connection with a number of shares of common stock which would exceed the difference between (~~items~~i) 19.99% of the issued and 2outstanding ~~above,~~shares ~~respectively~~of common stock and (ii), ~~from~~the ~~ten~~number ~~million~~of ~~dollars~~shares of common stock beneficially owned by Valens U.S. and affiliates except upon (~~$10,000,000~~i) sixty-one (61) days prior notice from Valens U.S. to ~~fifteen million dollars~~us or (~~$15,000,000~~ii). upon the occurrence and continuance of an event of default under the Security Agreement.

Pursuant In to ~~connection~~a ~~with~~Registration ~~the~~Rights ~~Amendment~~Agreement, dated as of December 28, 2007, between our company and Valens U.S. , we ~~issued~~are obligated to ~~Laurus~~(a) file a ~~Common~~registration statement ~~Stock~~on ~~purchase~~or ~~warrant~~before April 11, 2008 to ~~purchase~~register ~~360,000~~the ~~shares~~resale of the shares of our common stock atunderlying anthe ~~exercise~~Warrant, ~~price~~(b) ofuse $our ~~0.01.~~best efforts to have ~~The~~ the registration ~~warrant~~statement ~~expires~~declared oneffective not later than June 1725, ~~2027.~~2008 ~~Laurus~~and (c) use ~~may~~reasonable ~~not~~commercial ~~exercise~~efforts to keep the ~~warrant~~registration instatement ~~connection~~ continuously ~~with~~effective aunder ~~number~~the ofSecurities ~~shares~~Act of ~~common~~1933 ~~stock~~(the ~~which~~“Securities ~~would~~Act”) until ~~exceed~~ the ~~difference between~~earlier date of when (i) ~~9.99%~~all ofregistrable ~~the~~securities ~~issued~~covered ~~and~~by such registration ~~outstanding~~statement ~~shares~~have ofbeen ~~common~~sold ~~stock~~or ~~and~~ (ii) ~~the~~ ~~number~~all ofregistrable ~~shares~~securities covered by ofsuch ~~common~~registration ~~stock~~statement ~~beneficially~~may ~~owned~~be bysold ~~Laurus,~~immediately ~~except~~without ~~upon~~registration ~~(i)~~ under ~~sixty-one~~the ~~(61)~~Securities ~~days~~Act ~~prior~~and ~~notice~~without ~~from~~volume ~~Laurus~~restrictions pursuant to ~~us or~~ Rule 144(iik) under ~~upon~~ the ~~occurrence and~~Securities ~~continuance~~Act, ofas andetermined ~~event~~by ofour ~~default~~counsel ~~under~~pursuant ~~the~~to ~~Security~~a ~~Agreement. We also~~written ~~paid~~ opinion letter to ~~the~~such ~~fund~~effect, ~~manager~~addressed ofand ~~Laurus~~acceptable ato ~~non-refundable~~our ~~fee~~transfer agent and the affected holders of ~~$100,000~~our registrable securities.

On ~~Under~~ December ~~the~~28, ~~terms~~2007, ofwe ~~the~~also ~~Amendment,~~entered ~~the~~into ~~conversion~~a orletter ~~exercise~~agreement ~~limitation~~with Calliope Capital Corporation (“Calliope”), an affiliate of ~~the~~Laurus, ~~Secured~~and ~~Convertible~~Valens ~~Term~~U.S. ~~Note~~SPV I, LLC (“Valens”). Under the ~~Common~~letter ~~Stock~~agreement, ~~Purchase~~Calliope ~~Option~~ and ~~each~~Valens ofagreed to amend the ~~Common~~terms ~~Stock~~of our ~~Purchase~~Secured ~~Warrants~~Term ~~identified~~Note, ~~above~~effective ~~were~~July ~~amended~~31, to2007, in favor ~~increase~~ of Calliope in the ~~allowable~~amount ~~beneficial~~of ~~ownership~~$12,000,000 ~~from~~(the ~~4.99%~~"Calliope Note") to 9defer certain monthly principal payments of $285,714.~~99%~~28. Originally ~~and~~scheduled to ~~reduce~~begin February ~~the~~1, ~~notice~~2008, ~~period~~these tomonthly ~~request~~payments ~~waiver~~will ofnow ~~the~~begin ~~limitation~~June 1, 2008 thereby deferring $1,142,857.12 from 752008 ~~days~~until tothe 61Calliope ~~days.~~Note maturity date of July 31, 2010.

	SECTION 2 – FINANCIAL INFORMATION
Item 2.03	Creation Of A Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant.
	The disclosures contained in Item 1.01 are incorporated herein by reference.
	SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02	Unregistered Sales Of Equity Securities
	In connection with the transactions described in Item 1.01, we issued to Laurus the Common Stock Purchase Warrant described therein. The Warrant was issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, on the basis that their issuance did not involve a public offering, no underwriting fees or commissions were paid by us in connection with such issuance and Laurus represented to us that it is an “accredited investor”, as defined in the Securities Act of 1933.

In conjunction with the above transactions, we paid fees of $32,145 to Valens Capital Management, LLC, the fund manager of Valens U.S., $42,855 to Valens U.S., and $35,000 for the reimbursement of legal fees incurred by Valens. Also on December 28, 2007 Laurus assigned to Valens U.S. a twenty-five percent (25%) interest in the Note.

	SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01	Financial Statements and Exhibits.
(c)	Exhibits.
Number	Documents
10.1	Omnibus Amendment, dated June 18, 2007, by and among our company, PWI Technologies, Inc., Tactix, Inc., Incentra Solutions of California, Inc., Network System Technologies, Inc., Managed Storage International, Inc., Incentra Solutions of the Northeast, Inc., and Incentra Solutions International, Inc.
10.2	Common Stock Purchase Warrant, dated as of June 18, 2007, executed by our company in favor of Laurus Master Fund, Ltd.

SECTION 2 – FINANCIAL INFORMATION

~~SIGNATURES~~Item 2.03 Creation Of A Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant.

The ~~Pursuant~~ disclosures tocontained ~~the~~in ~~requirements~~Item of1.01 ~~the~~are ~~Securities~~incorporated ~~Exchange~~herein ~~Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~ reference.

		INCENTRA SOLUTIONS, INC.
Date: June 22, 2007	By:	/s/ Thomas P. Sweeney III
		Thomas P. Sweeney III
		Chief Executive Officer

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02

Unregistered Sales Of Equity Securities

In connection with the transactions described in Item 1.01, we issued to Valens U.S. the Common Stock Purchase Warrant described therein. The Warrant was issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, on the basis that their issuance did not involve a public offering, no underwriting fees or commissions were paid by us in connection with such issuance and Valens U.S. A represented to us that it is an “accredited investor”, as defined in the Securities Act of 1933.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On December 31, 2007, we entered into an Employment Agreement Extension with Shawn O’Grady, President and Chief Operating Officer of our company, which extends the term of original Employment Agreement, effective as of October 17, 2005, until December 31, 2009. Further, Mr. O’Grady’s annual base salary was increased from $240,000 to $315,800. His target performance bonus opportunity remains unchanged at $160,000 per annum.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01

Financial Statements and Exhibits.

Number		Documents

10.1		Assignment and Amendment Agreement dated as of December 28, 2007 by and among Luarus Master Fund Limited, Valens U.S. SPV I, LLC, Incentra Solutions, Inc., PWI Technologies, Inc., ManagedStorage International, Incentra Solutions International, Inc. Incentra Solutions of California, Inc., Network System Technologies, Inc., Tactix, Inc., Incentra Solutions of the Northeast, Inc., Sales Strategies, Inc., and Incentra Helio Acquisition Corp.

10.2		Common Stock Purchase Warrant, dated as of December 28, 2007, executed by our company in favor of Valens U.S. SPV I, LLC.

10.3		Letter from Valens U.S. SPV I, LLC and Calliope Capital Corporation to Incentra Solutions, Inc. dated as of December 28, 2007, amending the amortization schedule under the Secured Term Note effective July 31. 2007.

10.4		Registration Rights Agreement dated as of December 28, 2007 by and between Incentra Solutions, Inc. and Valens U.S. SPV I, LLC.

10.5		Employment Agreement Extension dated as of December 31, 2007 by and between Incentra Solutions, Inc. and Shawn O’Grady.

SIGNATURES

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

	Incentra Solutions, Inc.


Date: January 4, 2008	By:	/s/ Thomas P. Sweeney III
		Thomas P. Sweeney III
		Chief Executive Officer

Exhibit Index

Number		Documents

10.1		Assignment and Amendment Agreement dated as of December 28, 2007 by and among Luarus Master Fund Limited, Valens U.S. SPV I, LLC, Incentra Solutions, Inc., PWI Technologies, Inc., ManagedStorage International, Incentra Solutions International, Inc. Incentra Solutions of California, Inc., Network System Technologies, Inc., Tactix, Inc., Incentra Solutions of the Northeast, Inc., Sales Strategies, Inc., and Incentra Helio Acquisition Corp.

10.2		Common Stock Purchase Warrant, dated as of December 28, 2007, executed by our company in favor of Valens U.S. SPV I, LLC.

10.3		Letter from Valens U.S. SPV I, LLC and Calliope Capital Corporation to Incentra Solutions, Inc. dated as of December 28, 2007, amending the amortization schedule under the Secured Term Note effective July 31. 2007.

10.4		Registration Rights Agreement dated as of December 28, 2007 by and between Incentra Solutions, Inc. and Valens U.S. SPV I, LLC.

10.5		Employment Agreement Extension dated as of December 31, 2007 by and between Incentra Solutions, Inc. and Shawn O’Grady.

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