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

~~February 28~~May 11, 2015

Date of Report (Date of earliest event reported)

il2m INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Nevada		333-176587		27-3492854
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3500 West Olive Avenue

Suite 810

Burbank, California

91505

(Address of principal executive offices)

(Zip Code)

(702) 726-0381

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-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))

SECTION 3 1. ~~SECURITIES~~REGISTRANT’S BUSINESS AND ~~TRADING~~OPERATIONS ~~MATTERS~~

ITEM 3 1.0201 ~~UNREGISTERED~~ENTRY ~~SALES~~INTO OFA ~~EQUITY~~MATERIAL ~~SECURITIES~~DEFINITIVE AGREEMENT

~~During January and February 2015~~$100,000 ~~the~~Waiver ~~Board~~and ofRelease ~~Directors of il2m International Corp., a Nevada corporation (the "Company") authorized the issuance of an aggregate 84,298,807 shares of restricted common stock as follows:~~Agreement

~~Conversion~~On May 11, 2015, the Board of Directors of il2m International Corp., a Nevada corporation (the "Company") authorized the execution of that certain general release and waiver of debt (the "$100,000 Release Agreement") with il2m Global Ltd., a Belize corporation ("il2m Global"). The Company owed il2m Global an aggregate of $100,000.00 (the "Debt"), which Debt was evidenced in that certain convertible promissory note dated March 14, 2014 in the principal amount of $100,000.00 issued by the Company to il2m Global (the "$100,000 Convertible ~~Notes~~Note"), and which $100,000 Convertible Note was reflected on the Company's audited and/or reviewed financial statements filed with the Securities and Exchange Commission together with its annual and/or quarterly reports on Form 10-K and 10-Q, respectively.

~~Asia~~Vartan Pilavjyan ("Pilavjyan") had ~~Capital~~simultaneously loaned il2m Global $100,000.00 for the purposes of providing working capital to the Company, which loan was evidenced by that certain promissory note dated March 14, 2014 in the principal amount of $100,000.00 issued by il2m Global to Pilavyjan (the "il2m Global Promissory Note"), which provided that in the event il2m Global was unable to repay the $100,000 on the demand date, il2m Global in its sole discretion without the consent of Pilavjyan would transfer to Pilavjyan 400,000 shares of common stock of the Company that il2m Global held of record. As of May 11, 2015, il2m Global has transferred the 400,000 shares of common stock of the Company held of record by il2m Global to Palavjyan and acknowledges that the il2m Global Promissory Note is deemed satisfied.

~~During January and February 2015~~Therefore, ~~the~~il2m ~~Company~~Global ~~issued~~entered aninto ~~aggregate of 20,400,000 shares of its common stock to two entities in connection with~~ the ~~conversion of debt in the amount of~~ $2100,~~040. The debt is evidenced by that certain 3% convertible promissory note dated~~000 ~~May~~Release 17, 2013 in the principal amount of $52,500 (the "Convertible Note") issued by the Company to Asia Capital Markets Limited LLC ("Asia Capital"). The Convertible Note was subsequently acquired by Gatehouse Financial Limited ("Gatehouse") from Asia Capital in accordance with the terms and provisions of that certain debt purchase agreement dated November 15, 2013 between Asia Capital and Gatehouse (the "Debt Purchase Agreement") ~~as part of a transaction involving acquisition of and change in control of the Corporation. Subsequently, in accordance~~ with the terms and provisions of that certain assignment of convertible note dated January 20, 2014 (the "Assignment"), Gatehouse sold and assigned a portion of its right, title and interest in and to the Convertible Note to separate assignees, which assignees all paid consideration to Gatehouse for the purchase of their respective interest. The Company ~~received those certain notices of conversion and the Board of Directors authorized the issuance of the aggregate 20,400,000 shares of common stock to four of the assignees at a per share price of $0~~.0001. The shares were issued to four non-United States residents in reliance on Regulation S promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The assignees acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

~~LG Capital~~$125,000 ~~Funding~~Waiver ~~LLC~~and Release Agreement

~~During February~~On May 11, 2015, the ~~Company~~Board ~~issued an aggregate~~ of ~~15,642,592~~Directors ~~shares~~ of il2m ~~its~~International ~~common~~Corp., ~~stock~~a toNevada LGcorporation ~~Capital Funding LLC~~ (~~"LG~~the ~~Capital~~"Company") in ~~connection~~authorized ~~with~~ the ~~conversion~~execution of ~~debt~~that incertain ~~the~~general ~~amount~~release and waiver of ~~$805.00~~debt in(the ~~principal~~"Release ~~and~~Agreement") ~~$39.70~~with inil2m ~~accrued~~Global ~~interest~~Ltd., ~~The~~a ~~debt~~Belize iscorporation ~~evidenced by~~("il2m ~~that~~Global"). ~~certain~~The Company 8%owed ~~convertible~~il2m ~~promissory~~Global ~~note~~an ~~dated~~aggregate ~~June 26, 2014 in the principal amount~~ of $60125,000.00 (the "~~8% Convertible Note~~Debt"), ~~issued~~which byDebt ~~the~~was ~~Company~~evidenced toin ~~LG Capital. The Company received~~ that certain ~~notice of conversion and the Board of Directors~~convertible ~~authorized~~promissory ~~the~~note ~~issuance~~dated ofMarch ~~the aggregate 15~~14,~~642,592~~ ~~shares~~2014 ofin ~~common~~the ~~stock~~principal toamount ~~LG Capital at a per share price~~ of $0125,000.~~000054.~~00 ~~The shares were~~ issued toby LGthe ~~Capital~~Company asto ail2m ~~United~~Global ~~States resident in reliance on Section 4~~(~~2) promulgated under~~ the ~~Securities Act.~~"$125,000 ~~The~~Convertible ~~shares~~Note"), ofand ~~common~~which ~~stock~~$125,000 ~~have~~Convertible ~~not~~Note ~~been~~was ~~registered~~reflected ~~under~~on the ~~Securities Act or under any state securities laws and may not be~~Company's ~~offered~~audited and/or ~~sold~~reviewed ~~without~~financial ~~registration~~statements filed with the ~~United States~~ Securities and Exchange Commission ortogether anwith ~~applicable~~its ~~exemption~~annual from the registration requirements. LG Capital acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and ~~that it had the opportunity to ask questions~~/or ofquarterly ~~and~~reports ~~receive~~on ~~answers~~Form ~~from~~10-K ~~our management concerning any~~ and ~~all~~10-Q, ~~matters related to acquisition of the securities~~respectively.

2Hovsep Karapetian ("Karapetian") had simultaneously loaned il2m Global $125,000.00 for the purposes of providing working capital to the Company, which loan was evidenced by that certain promissory note dated March 14, 2014 in the principal amount of $125,000.00 issued by il2m Global to Karapetian (the "il2m Global Promissory Note"), which provided that in the event il2m Global was unable to repay the $125,000 on the demand date, il2m Global in its sole discretion without the consent of Karapetian would transfer to Karapetian 500,000 shares of common stock of the Company that il2m Global held of record. As of May 11, 2015, il2m Global has transferred the 500,000 shares of common stock of the Company held of record by il2m Global to Karapetian and acknowledges that the il2m Global Promissory Note is deemed satisfied.

~~KBM~~Therefore, il2m Global entered into the $125,000 ~~Worldwide~~Release ~~Inc.~~Agreement with the Company.

During January and February 2015, the Company issued an aggregate of 13,484,654 shares of its common stock to KBM Worldwide Inc. ("KBM Worldwide") in connection with the conversion of debt in the amount of $10,000.00 and $2,425.00, respective, in principal. The debt is evidenced by that certain convertible promissory note dated May 2, 2014 in the principal amount of $37,500.00 (the "KBM Convertible Note") issued by us to KBM Worldwide. The Company received those two certain notices of conversion and the Board of Directors authorized the issuance of 10,543,478 shares of common stock at a per share price of $0.00023 and 2,941,176 shares of common stock at a per share price of $0.0034, respectively, to KBM Worldwide. The shares were issued to KBM Worldwide as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. KBM Worldwide acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

~~Auctus Private~~ITEM ~~Equity~~1.02 ~~Fund~~TERMINATION ~~LLC~~OF A MATERIAL DEFINITIVE AGREEMENT

~~During February~~On May 11, 2015, the ~~Company~~Board ~~issued an aggregate~~ of ~~10,564,000~~Directors ~~shares~~ of ~~its common stock to Auctus Private Equity Fund LLC ("Auctus~~ ~~Private Equity") in connection with~~ the ~~conversion~~Company ofauthorized ~~debt in~~ the ~~amount~~execution of ~~$1,901.52 in accrued interest. The debt is evidenced by~~ that ~~certain~~waiver ~~convertible~~and ~~promissory~~release ~~note~~agreement dated ~~June~~May 611, ~~2014~~2015 in (the ~~principal amount of~~ "$62100,~~750.00~~000 ~~(the~~Release Agreement"~~Auctus Convertible Note"~~) between ~~issued~~il2m byGlobal ~~us to Auctus Private Equity. The Company received that certain notice of conversion~~ and the ~~Board~~Company ofrelating ~~Directors authorized~~to the ~~issuance of the aggregate 10~~$100,~~564,~~000 ~~shares~~Convertible ~~of common stock to Auctus Private Equity at a per share price of $0~~Note.~~00018. The~~ ~~shares~~Based ~~were issued to Auctus Private Equity as a United States residents in reliance~~ on ~~Section 4(2) promulgated under~~ the ~~Securities~~ ~~Act.~~transfer ~~The~~of shares ofby ~~common~~il2m ~~stock~~Global have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Auctus Private Equity acknowledged that the securities to ~~be issued have not been~~ ~~registered under the Securities Act~~Pilavjyan, ~~that~~il2m itGlobal ~~understood~~has ~~the~~waived ~~economic risk of an investment in~~ the ~~securities~~$100,000 ~~and~~Convertible ~~that~~Note ~~it had the opportunity to ask questions of~~ and ~~receive~~released ~~answers~~the Company from ~~our management concerning~~ any and all ~~matters~~obligations ~~related~~under ~~to acquisition~~the of$100,000 ~~the~~Convertible ~~securities~~Note.

3On May 11, 2015, the Board of Directors of the Company authorized the execution of that waiver and release agreement dated May 11, 2015 (the "$125,000 Release Agreement") between il2m Global and the Company relating to the $125,000 Convertible Note. Based on the transfer of shares by il2m Global to Karapetian, il2m Global has waived the $125,000 Convertible Note and released the Company from any and all obligations under the $125,000 Convertible Note.

~~JMJ~~SECTION 9 – ~~Financial~~FINANCIAL STATEMENTS AND EXHIBITS

~~During February~~Item ~~2015, the Company issued an aggregate of 10,500,000 shares of its common stock to JMJ Financial ("JMJ Financial") in connection with the conversion of debt in the amount of $2,520~~9.0001 ~~in principal. The debt is evidenced by that certain convertible note dated July 31, 2014 in the principal amount of $250,000.00 (the "JMJ Convertible Note") issued by us to JMJ~~ Financial~~. The~~ ~~Company~~Statements ~~received that certain notice of conversion~~ and the Board of Directors authorized the issuance of the aggregate 10,500,000 shares of common stock to JMJ Financial at a per share price of $0.000240. The shares were issued to JMJ Financial as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. JMJ Financial acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.Exhibits

~~JSJ~~(a) Financial ~~Investments~~Statements of Business Acquired.

~~During January~~Not 2015, the Company issued an aggregate of 13,707,561 shares of its common stock to JSJ Investments ("JSJ Investments") in connection with the conversion of debt in the amount of $15,705.83 in principal. The debt is evidenced by that certain convertible promissory note dated June 19, 2014 in the principal amount of $100,000.00 (the "JSJ Convertible Note") issued by us to JSJ Investments. The Company received those two certain notices of conversion and the Board of Directors authorized the issuance of the aggregate 3,333,333 shares of common stock at a per share price of $0.003 and 10,374,228 shares of common stock at a per share price of $00055 to JSJ Investments. The shares were issued to JSJ Investments as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable ~~exemption from the registration requirements~~. JSJ Investments acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

~~SECTION 9~~(b) –Pro ~~FINANCIAL~~forma Financial ~~STATEMENTS AND EXHIBITS~~Information.

~~Item 9.01 Financial~~Not ~~Statements and Exhibits~~applicable.

(ac) ~~Financial~~ ~~Statements~~Shell ofCompany ~~Business Acquired~~Transaction.

Not applicable.

(bd) ~~Pro~~ ~~forma Financial Information~~Exhibits.

Not applicable.

10.01		Waiver and Release Agreement dated May 11, 2015 between il2m International Corp. and il2m Global Ltd.

10.02		Waiver and Release Agreement dated May 11, 2015 between il2m International Corp. and il2m Global Ltd.

~~(c) Shell Company Transaction.~~3

~~Not applicable.~~SIGNATURES

~~(d)~~Pursuant to the requirements of the Securities Exchange Act of 1934, ~~Exhibits~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Not applicable.

		il2m INTERNATIONAL CORP.

DATE: May 13, 2015		/s/ Sarkis Tsaoussian
		Sarkis Tsaoussian
		President/Chief Executive Officer

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.

	il2m INTERNATIONAL CORP.
DATE: April 20, 2015		/s/ Sarkis Tsaoussian
		Sarkis Tsaoussian
		President/Chief Executive Officer

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