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): ~~March~~November 2416, 2017

INTELLIGENT HIGHWAY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		~~333~~000-~~181405~~55154		30-0680119
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employee Identification No.)

~~9516~~2376 ~~Rossport~~Gold ~~Way~~River Rd, Suite 100

~~Elk~~Rancho ~~Grove~~Cordova, CA ~~95624~~95670

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (720) 460-1390

Not applicable

(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):

[ ]	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 (127 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (27 CFR 240.14d-2 (b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (27 CFR 240.13e-4(c))

Item 24.001 Changes ~~Completion~~in ofRegistrant’s ~~Acquisition~~Certifying orAccountant. ~~Disposition of Assets~~

~~Introduction~~Dismissal of Previous Independent Registered Public Accounting Firm

On ~~March~~November 1316, 2017, the ~~Registrant,~~Board of Directors of Intelligent Highway Solutions, Inc., (~~IHSI) confirmed~~ the ~~partial~~“Company”) ~~completion~~dismissed ofAnton ~~a funding~~& ~~involving a certain acquisition and certain related credit facilities~~Chia, ~~such~~LLP ~~funding~~(“Anton”) ~~referenced by the parties~~ as ~~Intelligent Highway~~its ~~Solutions,~~independent ~~Inc.~~registered -public ~~Crescent~~accounting ~~Construction Company Inc~~firm. ~~Purchase” (the “Transaction”).~~

InThe ~~summary,~~report ~~and~~of asAnton ~~detailed~~on ~~below,~~the aaudited ~~non-Registrant~~financial orstatements ~~unrelated~~of ~~company~~the ~~acquired~~Company ~~ownership~~for of the ~~acquisition~~fiscal years ended December 31, ~~but~~2016 ~~also~~and ~~provided~~December 31, ~~the~~2015 ~~Registrant~~did ~~rights~~not tocontain ~~take~~any ~~control~~adverse opinion or disclaimer of aopinion, ~~material~~nor ~~portion~~was ofit ~~the~~qualified ~~ownership~~or ofmodified ~~the~~as ~~acquired~~to ~~company~~uncertainty, ~~and~~audit scope, or accounting principles, except for a ~~related~~going ~~company~~concern ~~agreed to~~qualification ~~fund~~on the ~~acquisition~~Company’s ~~and~~financial ~~certain~~statements ~~working~~for ~~capital,~~the tofiscal years ~~allow~~ended ~~the~~December ~~completion~~31, of2016 ~~the~~and ~~overall~~December ~~Transaction~~31, 2015.

~~The~~During the Company’s two most recent fiscal years, the subsequent interim period thereto, and through ~~Acquisition~~November 16, 2017, there were no disagreements (as defined in Item 304 of Regulation S-K) with Anton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Anton, would have caused it to make reference in connection with its opinion to the subject matter of the disagreement. Further, during the Company’s two most recent fiscal years, the subsequent interim period thereto, and through November 16, 2017, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

ToWe ~~Finance~~furnished Anton with ~~the~~a ~~acquisition,~~copy ~~IHSI~~of this disclosure on November 20, 2017, atproviding Anton with the opportunity ~~instruction~~to offurnish ~~its~~the ~~Lender,~~Company ~~TCA~~with ~~Global~~a ~~Master~~letter ~~Credit~~addressed ~~Fund,~~to ~~LP.~~the Securities and Exchange Commission (the “~~TCA~~SEC”) ~~created~~stating awhether ~~Special~~it ~~Purpose~~agrees ~~Vehicle,~~with ~~TCA~~the ~~Cresent~~statements ~~Construction,~~made ~~LLC~~by tous ~~make~~herein ~~the~~in ~~acquisition,~~response ~~with~~to ~~IHSI~~Item as304(a) ~~the~~of ~~guarantor.~~Regulation ~~TCA~~S-K ~~committed~~and, ~~to provide~~if tonot, ~~IHSI~~stating ~~and~~the respect ~~TCA~~in ~~Cresent~~which ait ~~credit~~does ~~line~~not ~~of $5~~agree.0 A ~~million~~copy ~~dollars~~of Anton’s ~~and~~letter addressed to ~~funded~~ the ~~first~~SEC $1is filed as Exhibit 16.51 ~~million~~to ~~from~~this ~~which~~Report ~~the~~or ~~Sellers and~~shall ~~TCA’s~~be ~~costs~~filed ~~were~~by ~~paid~~amendment. (~~$631~~If not attached,~~855).~~ ~~Per~~we ~~the~~will ~~agreement~~file the ~~balance~~letter isas toan beexhibit ~~available~~ to ~~IHSI~~an ~~for~~amended ~~its costs and working~~Current ~~capital~~Report ~~but~~on ~~has~~Form ~~yet~~8-K/A towithin betwo ~~released~~business todays orof ~~for IHSI by TCA~~receipt.)

~~About~~Engagement ~~TCA~~of ~~Global~~New ~~Master~~Independent ~~Credit~~Registered ~~Fund,~~Public ~~L.P.~~Accounting ~~(TCA)~~Firm

~~(The~~On ~~following~~November ~~description~~16, 2017, the Board of ~~TCA~~Directors ~~comes~~of ~~from~~the ~~TCA;~~Company ~~IHSI~~engaged ~~makes~~Dale, noMatheson, ~~representation~~Carr-Hilton onLabonte ~~the~~LLP ~~accuracy~~(“DMCL”) as ofour ~~the~~independent ~~TCA~~registered ~~self~~public ~~stated~~accounting ~~description~~firm.)

~~TCA~~During isthe ayears ~~predominately~~ended ~~short-duration~~December 31, ~~absolute~~2016, ~~return~~and ~~fund~~2015, ~~specializing~~the insubsequent ~~senior~~interim ~~secured~~period ~~lending~~thereto, and ~~advisory~~through ~~services~~November to16, ~~small-caps~~2017, neither the ~~located~~Company ~~mainly~~nor inanyone acting on its behalf consulted DMCL with respect to (i) the ~~US,~~application ~~Canada~~of accounting principles to a specified transaction, ~~Western~~either ~~Europe~~completed ~~and~~or ~~Australia.~~proposed, ~~The~~or ~~investment~~the ~~objective~~type of audit opinion that might be rendered on the ~~Fund~~Company’s isfinancial statements, toand ~~seek~~neither a written report nor oral advice was provided to ~~achieve~~the ~~superior risk-adjusted~~Company ~~returns~~that ~~primarily~~DMCL byconcluded ~~making~~was ~~directly~~an ~~negotiated~~important ~~debt~~factor considered ~~and~~by ~~equity-related~~the ~~investments~~Company in ~~public~~reaching ~~and,~~a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a ~~lesser~~disagreement ~~extent~~or a reportable event set forth in Item 304(a)(1)(iv) and (v), ~~private~~ ~~companies~~respectively, of Regulation S-K.

~~About~~[Item ~~TCA~~9.01 ~~Cresent~~Financial ~~Construction,~~Statements ~~LLC~~and Exhibits.

A(d) ~~limited~~Exhibits: ~~liability~~The ~~corporation~~following ~~organized~~exhibits ~~and~~are ~~existing~~filed ~~under~~as ~~the~~part ~~laws~~ of ~~the State of Florida (“TCA Cresent”), The Special Purpose Vehicle credit for~~ this ~~acquisition.~~report:

Also, the following is a summary of CRESENT CONSTRUCTION COMPANY, INC.:

*Exhibit No.*		*Description*

16.1		Letter from Anton & Chia LLP
		(attached or to be filed by Amendment)

Cresent Construction Company, Inc. is a full service general contracting firm located in Concord North Carolina. For over 32 years Cresent Construction has been instrumental in building relationships that have provided numerous construction clients exceptional service. They have been fortunate to work with numerous new construction and additions to many facilities. Cresent Construction has always maintained the philosophy to provide quality projects in a timely manner. Their principles are directed to the Owner’s concerns before and after the construction process.

The current management team at Cresent (including the founder) will remain for 3 years insuring a smooth transition, IHSI plans to expand the services to include the core businesses of IHSI; including but not limited to electrical, HVAC management, energy efficient lighting and intelligent highway management. This acquisition builds on IHSI’s business model to expand into the southeastern sector of the country.

Cresent financial year end, October 31, 2016, Cresent Construction recorded revenues of over $7.2 million, a gross profit of over $581,000 and a net income (profit) of $387,000. Cresent is on track to complete $10,000,000 of new business in 2017. Cresent currently has 9 full time employees, working with a number of sub-contractors and has 3 projects currently under construction.

Financing Transaction

The Agreement is based on the Borrowers requesting that Lender extend a senior secured revolving credit facility to Borrowers of up to Five Million and No/100 United States Dollars (US$5,000,000.00) for working capital financing for Borrowers and for any other purposes permitted under the Agreement; and for these purposes, Lender agreed to make certain loans and extensions of credit available to Borrowers of up to such amount upon the terms and conditions in the Agreement. Copy of the Credit Agreement, Share Acquisition Agreement, LLC Operating Agreement, Call Option Agreement and Membership Interest Purchase Agreements attached.

The Revolving Loans shall be used by Borrowers for the specific business purposes.

The Borrowers may request, from time to time, that the Revolving Loan Commitment be increased to up to Five Million and No/100 United States Dollars (US$5,000,000); and Lender, in its sole and absolute discretion, may make available Revolving Loan Commitment increases to the Borrowers.

In summary, the outstanding principal balance of the Revolving Loans and all other Obligations shall be repaid on or before the Revolving Loan Maturity Date.

The principal amount of the Revolving Loans outstanding from time to time shall bear interest at the Interest Rate.

Other agreement and instruments regarding the operations, financial relationships, and the like were entered into and are included herein and will be supplemented or updated by amendment.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure under Item 2.0 above is incorporated herein by reference.

Item 9.0 Financial Statements and Exhibits

Exhibits Number		Description
10.1		Credit Agreement
10.2		Share Acquisition Agreement
10.3		LLC Operating Agreement
10.4		Call Option Agreement
10.5		Membership Interest Purchase Agreement

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.

	INTELLIGENT HIGHWAY SOLUTIONS, INC.
Date: March 24, 2017	By:	/s/ Devon Jones
Date: November 20, 2017	By:	/s/ Devon Jones
		Devon Jones
		Devon
		Chief Executive Officer
		Jones Chief Executive Officer

Filing Compare · Intelligent Highway Solutions, Inc.