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

Date of Report (Date of earliest event reported): ~~November~~December 2010, 2014

INTEGRATED ENERGY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


Nevada	333-155059	61-1604254
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

480 Forest Avenue, Suite 1

Locust Valley, NY 11560

(Address of principal executive offices)

(702) 583-7790

(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:

[ ] 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))

Item 1.01 Entry ~~Into~~into a Material Definitive Agreement.

Effective December 10, 2014, Integrated Energy Solutions, Inc. (the “Company”) closed a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, Patten Energy Enterprises, Inc., AP Lubes, Inc. ~~Share~~and ~~Exchange~~Atlantic-Pacific, LLC as joint and several guarantors (such guarantors, collectively, the “Subsidiaries” and together with the Company, the “Borrowers”) and TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership, as lender (“TCA”). Pursuant to the Credit Agreement, TCA agreed to loan the Company up to a maximum of $3 million for working capital and general operating expenses. An initial amount of $800,000 was funded by TCA at the closing of the Credit Agreement. Any increase in the amount extended to the Borrowers shall be at the discretion of TCA.

OnThe ~~November~~amounts ~~20,~~borrowed ~~2014,~~pursuant ~~Integrated~~to ~~Energy~~the ~~Solutions,~~Credit ~~Inc.~~Agreement ~~(“Integrated~~are ~~Energy”~~evidenced orby a Revolving Note (the “~~Company~~Revolving Note”) ~~entered~~and ~~into~~the arepayment ~~Share~~of ~~Exchange Agreement (~~the ~~“Patten~~Revolving ~~Share~~Note ~~Exchange”)~~is secured by ~~and~~a ~~among~~first position security interest in substantially all of the Company,’s ~~Patten~~assets ~~Energy~~in ~~Enterprises,~~favor ~~Inc.~~of TCA, aas ~~California~~evidenced ~~corporation~~by ~~(“Patten~~a ~~Energy”),~~Security Agreement by and ~~Ezekial~~between ~~Patten,~~the ~~Jr.~~Company and TCA (the “~~Patten~~Company ~~Shareholder~~Security Agreement”), ~~pursuant~~and toa ~~which~~first ~~the~~position ~~Company~~security ~~acquired~~interest in substantially all of the Subsidiaries’ ~~outstanding~~assets ~~shares~~in favor of ~~Patten~~TCA, ~~Energy~~as evidenced by a Security Agreement by and among the Subsidiaries and TCA (the “~~Patten~~Subsidiaries Security ~~Shares~~Agreement”) ~~from~~and, together with the ~~Patten~~Company ~~Shareholder~~Security inAgreement, ~~exchange~~the ~~for~~“Security Agreements”). The Revolving Note is in the ~~right~~original toprincipal ~~receive~~amount ~~950~~of $800,000, ~~shares~~is ofdue ~~Series~~and Bpayable, ~~Convertible~~along ~~Preferred~~with ~~Stock~~interest ~~(as~~thereon, ~~defined~~on inJune ~~Section~~10, ~~3.03~~2015, and ~~below)~~bears ofinterest at the ~~Company~~rate ~~upon~~of ~~the~~11% ~~terms~~per ~~and~~annum, ~~subject~~increasing to 18% upon the ~~conditions~~occurrence ~~set~~of ~~forth~~an event of default, in ~~the~~addition ~~Patten~~to a ~~Share~~monthly ~~Exchange.~~collections Asfee ~~additional~~payable ~~consideration,~~to ~~upon~~TCA under the ~~Company~~Credit ~~entering~~Agreement. TCA ~~into~~will acollect ~~credit~~in ~~facility~~reserve an amount which is held in ~~the~~a ~~amount~~lock ofbox ataccount ~~least~~equal ~~$700,000,~~to 20% of the ~~Company~~revolving ~~will~~loan ~~allocate~~commitment toon ~~Patten~~such ~~Energy~~date, ~~certain~~which ~~funds~~will ~~for~~be ~~use~~further reduced pro-rata as ~~working~~amounts ~~capital~~of principal and interest are paid.

~~Atlantic-Pacific~~TCA may convert all or any portion of the outstanding principal, ~~LLC~~accrued ~~Share~~and ~~Exchange~~unpaid ~~Agreement~~interest, and any other sums due and payable under the Revolving Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of the Company’s common stock during the five trading days immediately prior to such applicable conversion date, in each case subject to TCA not being able to beneficially own more than 4.99% of our outstanding common stock upon any conversion.

OnAs ~~November~~further ~~20,~~consideration ~~2014,~~for ~~the~~TCA ~~Company~~entering ~~entered~~into ~~a certain Share Exchange Agreement (the “Atlantic-Pacific Share Exchange”) by~~ and ~~among~~structuring the ~~Company,~~Credit ~~Atlantic-Pacific~~Agreement, ~~LLC, an Indiana limited liability company (“Atlantic-Pacific”), and Robert Rosinski (~~the ~~“Atlantic-Pacific Member”), pursuant to which the~~ Company ~~acquired~~shall ~~all~~pay ~~of the outstanding membership interests of Atlantic-Pacific (the “Atlantic-Pacific Shares”) from the Atlantic-Pacific Member in exchange for the right~~ to ~~receive~~TCA ~~950,000~~an ~~shares~~advisory offee ~~Series~~by Bissuing ~~Convertible Preferred Stock of the Company upon the terms and subject~~ to ~~the~~TCA ~~conditions~~three ~~set~~promissory ~~forth~~notes ineach ~~the Atlantic-Pacific Share Exchange. As additional consideration, upon the Company entering into a credit facility~~ in the amount of ~~at least~~ $~~700~~41,~~000,~~666.67 (the ~~Company~~“Advisory Fee ~~will allocate to Atlantic-Pacific certain funds for use as working capital~~Notes”).

~~Orbit~~As ~~Oil~~additional ~~Asset~~security, ~~Purchase~~the Company pledged its ownership interests in the Subsidiaries, pursuant to a Stock Pledge and Escrow Agreement entered into as of December 10, 2014 (the “Pledge Agreement”).

OnThe ~~November~~above ~~20,~~descriptions ~~2014,~~of the ~~Company~~Credit ~~entered into an Asset Purchase~~ Agreement ~~(the “Orbit Oil Asset Purchase Agreement”) by and among the Company~~, APRevolving ~~Lubes~~Note, ~~Inc.,~~Security aAgreements ~~Delaware corporation~~ and Pledge ~~wholly-owned~~Agreement ~~subsidiary~~do ofnot ~~the~~purport ~~Company (“AP Lubes”), and Orbit Oil, Inc., an Indiana corporation (“Orbit Oil”), pursuant~~ to ~~which~~be APcomplete ~~Lubes purchased those certain assets of Orbit Oil on the terms~~ and ~~subject~~are toqualified ~~the conditions set forth~~ in ~~the~~their ~~Orbit~~entirety ~~Oil~~by ~~Asset Purchase Agreement. As consideration,~~ the ~~Company~~full ~~issued~~text ~~to Orbit Oil, on behalf~~ of ~~AP Lubes, 450,000 shares of Series B Convertible Preferred Stock of~~ the ~~Company~~documents ~~on the terms and subject to the conditions set forth in the Orbit Oil Asset Purchase Agreement. As further consideration~~themselves, filed ~~the Company issued to Orbit Oil~~herewith, onas ~~behalf~~Exhibits ~~of AP Lubes~~10.1, ~~a 24-month promissory note in the aggregate principal amount of $50,000~~10. ~~In addition~~2, ~~upon the Company entering into a credit facility in the amount of at least $700~~10.3,~~000,~~ ~~the~~10.4 ~~Company~~and ~~will pay Orbit Oil a cash payment of $50~~10.5,~~000~~ respectively.

~~The~~Item ~~above~~2.03 ~~descriptions~~Creation of ~~the~~a ~~Patten~~Direct ~~Share~~Financial ~~Exchange,~~Obligation ~~the~~or ~~Atlantic-Pacific~~an ~~Share~~Obligation ~~Exchange,~~under ~~and~~an ~~the Orbit Oil Asset Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Patten Share Exchange, the Atlantic~~Off-~~Pacific~~Balance ~~Share~~Sheet ~~Exchange,~~Arrangement ~~and~~of ~~the~~a ~~Orbit Oil Asset Purchase Agreement, which are attached hereto as Exhibit 10~~Registrant.~~1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-k, respectively.~~

Item 21.01 ~~Completion~~above ofis ~~Acquisition~~hereby orincorporated ~~Disposition~~by ~~of Assets~~reference.

~~The information set forth in~~ Item 13.0102 ofUnregistered ~~this~~Sales ~~Current~~of ~~Report~~Equity ~~on Form 8-K is incorporated herein by reference~~Securities.

Item 31.0301 ~~Material~~above ~~Modification~~is tohereby ~~Rights~~incorporated ofby ~~Security Holders~~reference.

OnPursuant ~~November~~to ~~20,~~consummation ~~2014, Integrated Energy filed a certificate~~ of ~~designations, preferences and rights (~~the ~~“Certificate~~share ofexchange ~~Designation”)~~agreements ~~with~~and ~~the~~asset ~~Secretary~~purchase ~~of State of the State of Nevada pursuant to which the Corporation set forth the designation~~agreement, ~~powers,~~as ~~rights,~~disclosed ~~privileges, preferences and restrictions of~~ in the Company’s ~~Series~~Current BReport ~~Convertible~~on ~~Preferred~~Form ~~Stock~~8-K (filed with the ~~“Series~~Securities Band ~~Convertible~~Exchange ~~Preferred~~Commission ~~Stock”).~~on ~~Among~~November ~~other~~26, ~~things~~2014, ~~each~~the ~~one~~Board of ~~(1)~~Directors ~~share~~ of the ~~Series~~Company Bby ~~Convertible~~unanimous ~~Preferred~~written ~~Stock~~consent ~~shall~~in ~~have~~lieu ~~voting rights equal to one hundred (100) votes~~ of ~~Common~~a ~~Stock.~~special ~~Upon~~meeting approved the ~~Company’s~~issuance ~~completion~~ of ~~a corporate restructuring, as shall be determined by~~ (the ~~Board~~ “Issuance”) of ~~Directors in its sole discretion, each one~~ (1i) ~~share~~950,000 shares of Series B ~~Convertible~~ Preferred Stock ~~shall~~(as bedefined ~~converted~~below) ~~into~~to ~~that certain amount of~~ Ezekiel

~~the~~Patten, ~~Common~~Jr.; ~~Stock~~(ii) ~~that~~950,000 ~~each~~shares ~~holder~~ of Series B ~~Convertible~~ Preferred Stock ~~will hold, after giving effect~~ to ~~such~~Robert ~~conversion,~~Rosinski; ~~0.00001% of the issued~~ and ~~outstanding~~(iii) ~~Common~~475,000 ~~Stock~~shares ~~for each share~~ of Series B ~~Convertible~~ Preferred Stock. Byto ~~way~~Orbit ~~of example only~~Oil, inInc. The ~~the~~certificate ~~event~~of ~~that~~designation asfor of the ~~date of such mandatory redemption there are 2,000,000 shares of Common Stock issued and outstanding and a particular~~ Series B Preferred ~~holder~~Stock ~~owns~~was ~~950,000~~filed ~~shares~~with ofthe ~~Series~~Secretary Bof ~~Preferred~~State ~~and~~of ~~all~~the ~~9,500,000~~State ~~shares~~ of ~~Series~~Nevada Bon ~~Preferred~~November ~~are~~20, ~~issued~~2014, ~~and~~as ~~outstanding,~~disclosed ~~then~~in the ~~entire~~Company’s ~~class~~Current ofReport ~~Series~~on BForm ~~Preferred~~8-K ~~will~~filed bewith ~~converted~~the ~~into~~Securities anand ~~aggregate~~Exchange ofCommission ~~38,000,000~~on ~~shares~~November of26, ~~Common Stock~~2014, ofwith ~~which~~ such ~~Series~~issuance Beffective ~~Preferred~~upon ~~holder~~the ~~will~~closing ~~be converted into 3,800,000 shares~~ of ~~Common~~the ~~Stock~~Credit Agreement.

~~The~~These ~~foregoing~~securities ~~description~~were not registered under the Securities Act of 1933, as amended (the ~~Series~~“Securities BAct”). ~~Convertible~~These ~~Preferred~~securities ~~Stock~~qualified ~~does~~for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not ~~purport~~involve toa bepublic ~~complete~~offering. ~~and~~The isoffering ~~subject~~was not a “public offering” as defined in Section 4(2) due to, ~~and~~the ~~qualified~~insubstantial number of persons involved in ~~its~~the ~~entirety~~deal, bysize of the offering, manner of the ~~Certificate~~offering and number of ~~Designation,~~securities offered. We did not undertake an offering in which we sold a ~~copy~~high number of ~~which~~securities isto ~~attached~~a ~~hereto~~high asnumber ~~Exhibit~~of 3investors.1 In addition, ~~and~~these ~~incorporated~~shareholders ~~herein~~had the necessary investment intent as required by ~~reference~~Section 4(2) of the Securities Act as they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description	~~Description~~
3.1*		Certificate of Designation of Series B Convertible Preferred Stock as filed with the Nevada Secretary of State on November 20, 2014.
10.1*	Credit Agreement by and among the by and among the Company, Patten Energy Enterprises, Inc., AP Lubes, Inc. and Atlantic-Pacific, LLC and TCA Global Credit Master Fund, LP
10.1*		Form of Share Exchange Agreement, dated November 20, 2014, by and among Integrated Energy Solutions, Inc., Patten Energy Enterprises, Inc., a California corporation, and Ezekial Patten, Jr., an individual.
10.2*	Revolving Note issued by the Company in favor of TCA Global Credit Master Fund, LP
10.2*		Form of Share Exchange Agreement, dated November 20, 2014, by and among Integrated Energy Solutions, Inc., Atlantic-Pacific, LLC, an Indiana limited liability company, and Robert Rosinski, an individual.
10.3*	Security Agreement by and between the Company and TCA Global Credit Master Fund, LP
10.3*		Form of Asset Purchase Agreement, dated November, 20, 2014, by and among Integrated Energy Solutions, Inc., AP Lubes, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and Orbit Oil, Inc., an Indiana corporation.
10.4*	Security Agreement by and among Patten Energy Enterprises, Inc., AP Lubes, Inc. and Atlantic-Pacific, LLC and TCA Global Credit Master Fund, LP
10.5*	Pledge Agreement by and between the Company and TCA Global Credit Master Fund, LP, with joinder of escrow agent

*filed ~~Filed~~ herewith

~~SIGNATURES~~SIGNATURE

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.

	~~INTEGRATED ENERGY SOLUTIONS, INC.~~		INTEGRATED ENERGY SOLUTIONS, INC.
Date: November 26, 2014	By:	/s/ Ernest B. Remo
Date: December 16, 2014			By:	/s/ Ernest B. Remo
		~~Name: Ernest B. Remo~~		Name: Ernest B. Remo
		~~Title: Chief Executive Officer~~		Title: Chief Executive Officer

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