Current Report Filing (8-k)

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

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 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

$231,000 Note

On May 11, 2015, the Board of Directors of il2m International Corp., a Nevada corporation (the "Company") authorized the execution of that certain promissory note in the principal amount of $231,000.00 CAN dated May 11, 2015 (the " $231,000 Note") with Sure Investment Group Limited ("Sure Investment"). The $231,000 Note bears no interest and is payable upon demand.

Previously, TSASA Holdings Inc., a Canadian Federation corporation ("TSASA Holdings") issued that certain promissory note in the principal amount of $231,000.00 dated March 27, 2014 (the "TSASA-Zohrap Note") to Zohrap Tsaoussian ("Zohrap Tsaoussian"), evidencing those amounts loaned by Zohrap Tsaoussian on behalf of Sure Investment to TSASA Holdings. TSASA Holdings subsequently further loaned the $231,000.00 CAN received from Zohrap Tsaoussian on behalf of Sure Investment to the Company as evidenced in that certain convertible promissory note issued by the Company to TSASA Holdings in the principal amount of $231,000.00 CAN dated March 26, 2014 (the "il2m International Convertible Note").

Zohrap Tsaoussian has waived the TSASA-Zohrap Note and released TSASA Holdings from any and all obligations under the TSASA-Zohrap Note. TSASA Holdings has waived the il2m International Convertible Note and released the Company from any and all obligations under the il2m International Convertible Note.

$515,600 Note

On May 11, 2015, the Board of Directors of the Company further authorized the execution of that certain promissory note in the principal amount of $515,600.00 dated May 11, 2015 (the "$515,600 Note") with Sure Investment. The $515,600 Note bears no interest and is payable upon demand.

Previously, TSASA Holdings issued that certain promissory note in the principal amount of $515.600.00 dated March 27, 2014 ( the "TSASA-Sure Investment Note") to Sure Investment, evidencing those amounts loaned by Sure Investment to TSASA Holding. TSASA Holdings subsequently further loaned the $515,600.00 received from Sure Investment to the Company, as evidenced in that certain convertible promissory note issued by the Company to TSASA Holding in the principal amount of $515,600.00 dated March 26, 2014 (the "il2m International Convertible Note").

Sure Investment has waived the Original TSASA Note and released TSASA Holdings from any and all obligations under the TSASA-Sure Investment Note. TSASA Holdings has waived the il2m International Convertible Note and released the Company from any and all obligations under the il2m International Convertible Note.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On May 11, 2015, the Board of Directors of the Company authorized the execution of that waiver and release agreement dated May 11, 2015 (the "First Release Agreement") between TSASA Holdings and the Company relating to the First il2m International Convertible Note. Based on the issuance of the First Note to Sure Investment, TSASA Holdings has waived the il2m International Convertible Note and released the Company from any and all obligations under the il2m International Convertible Note.

On May 11, 2015, the Board of Directors of the Company authorized the execution of that waiver and release agreement dated May 11, 2015 (the "Release Agreement") between TSASA Holdings and the Company relating to the il2m International Convertible Note. Based on the issuance of the $515,600 Note to Sure Investment, TSASA Holdings has waived the il2m International Convertible Note and released the Company from any and all obligations under the il2m International Convertible Note.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

10.01		Promissory Note dated May 11, 2015 issued by il2m International Corp. to Sure Investment Group Limited.

10.02		Promissory Note dated May 11, 2015 issued by il2m International Corp. to Sure Investment Group Limited.

10.03		Waiver and Release Agreement dated May 11, 2015 between il2m International Corp. and TSASA Holdings Inc.

10.04		Waiver and Release Agreement dated May 11, 2015 between il2m International Corp. and TSASA Holdings Inc.

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

Exhibit 10.01

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

il2m INTERNATIONAL CORP.

PROMISSORY NOTE

$231,000.00 CAN	May 11, 2015
	Burbank, California

WHEREAS TSASA Holdings Inc., a Canadian Federation corporation ("TSASA Holdings") issued that certain promissory note in the principal amount of $231,000.00 dated March 27, 2014 (the "TSASA-Zohrap Note") to Zohrap Tsaoussian ("Zohrap Tsaoussian"), evidencing those amounts loaned by Zohrap Tsaoussian on behalf of Sure Investment Group Limited ("Sure Investment") to TSASA Holding;

WHEREAS TSASA Holdings subsequently further loaned the $231,000.00 CAN received from Sure Investment to il2m International Corp., a Nevada corporation (the "Issuer"), as evidenced in that certain convertible promissory note issued by il2m International Corp., a corporation organized under the laws of the State of Nevada ("il2m International") to TSASA Holdings in the principal amount of $231,000.00 CAN dated March 26, 2014 (the "il2m International Convertible Note");

WHEREAS Zohrap Tsaoussian has waived the TSASA-Zohrap Note and released TSASA Holdings from any and all obligations under the TSASA-Zohrap Note;

WHEREAS TSASA Holdings has waived the il2m International Convertible Note and released il2m International from any and all obligations under the il2m International Convertible Note;

WHEREAS il2m International desires to enter into a new promissory note directly with Sure Investment in the aggregate principal amount of $231,000.00 (the "New Note") as evidenced below.

1. Principal and Interest.

1.1 The Company for value received, hereby promises to pay to the order of Sure Investment (now known as the "Holder"), the sum of Two Hundred Thirty One Thousand Dollars ($231,000.00), which amount represents the amounts previously advanced by the Holder, through TSASA Holdings, to the Company on approximately March 27, 2014 for working capital purposes (which amounts had originally been loaned to TSASA from Sure Investment and as reflected on the Company’s records and its financial statements as due and owing to Holder at the time and in the manner hereinafter provided).

The Holder has waived any and all rights to the il2m International Convertible Note which provided the right of Sure Investment and/or TSASA Holdings to elect to convert the principal due and owing into shares of common stock of the Company.

1.2 This Promissory Note (the "Note") shall not bear any interest from the date of issuance of this Note. This Note shall be payable upon demand ("Demand Date"). Upon the Demand Date, all principal shall be payable by the Company upon demand made by the Holder.

1.3 Upon payment in full of the principal hereof, this Note shall be surrendered to the Company for cancellation.

1.4 The principal of this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.

2. Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Holder.

3. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

(a) Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

-2-

(b) Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefor.

(c) No Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

4. Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of the Holder:

(a) Investment Purpose. This Note is acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Holder understands (i) that this Note is not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 4.

(c) Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration. The Holder understands that any sale of the Note which might be made by it in reliance upon Rule 144 under the Securities Act of 1933 Act, as amended, may be made only in accordance with the terms and conditions of that Rule.

5. Assignment. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

-3-

6. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

7. Transfer of This Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder may effect such transfer. The Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

8. Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified mail, postage prepaid, and addressed as follows:

If to Holder:

Sure Investment Group Limited

__________________

If to Company:

Il2m International Corp.

3500 West Olive Avenue

Suite 810

Burbank, California 91505

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

9. Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.

10. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

11. Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

-4-

12. Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.

13. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

14. No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.

IN WITNESS WHEREOF, il2m International Corp. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.

	il2m INTERNATIONAL CORP.

Date: May __, 2015	By
		President

	HOLDER

	SURE INVESTMENT GROUP LIMITED

Date: May __, 2014	By:
		President

-5-

Exhibit 10.02

il2m INTERNATIONAL CORP.

PROMISSORY NOTE

$515,600.00 USD	May 11, 2015
	Burbank, California

WHEREAS TSASA Holding Inc., a Canadian Federal corporation ("TSASA Holding") issued that certain promissory note in the principal amount of $515.600.00 dated March 27, 2014 ( the "TSASA-Sure Investment Note") to Sure Investment Group limited (the "Sure Investment"), evidencing those amounts loaned by Sure Investment to TSASA Holdings;

WHEREAS TSASA Holdings subsequently further loaned the $515,600.00 received from Sure Investment to il2m International Corp., a Nevada corporation (the "Issuer"), as evidenced in that certain convertible promissory note issued by il2m International Corp., a corporation organized under the laws of the State of Nevada ("il2m International") to TSASA Holdings in the principal amount of $515,600.00 dated March 26, 2014 (the "il2m International Convertible Note");

WHEREAS Sure Investment has waived the Original TSASA Note and released TSASA Holdings from any and all obligations under the TSASA-Sure Investment Note;

WHEREAS TSASA Holdings has waived the il2m International Convertible Note and released il2m International from any and all obligations under the il2m International Convertible Note;

WHEREAS il2m International desires to enter into a new promissory note directly with Sure Investment in the aggregate principal amount of $515,600.00 (the "New Note") as evidenced below.

1. Principal and Interest.

1.1 The Company for value received, hereby promises to pay to the order of Sure Investment (now known as the "Holder"), the sum of Five Hundred Fifteen Six Hundred Dollars ($515,600.00), which amount represents the amounts previously advanced by the Holder, through TSASA Holdings, to the Company on approximately March 27, 2014 for working capital purposes (which amounts had originally been loaned to TSASA from Sure Investment and as reflected on the Company’s records and its financial statements as due and owing to Holder at the time and in the manner hereinafter provided).

1.3 Upon payment in full of the principal hereof, this Note shall be surrendered to the Company for cancellation.

1.4 The principal of this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.

3. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

-2-

4. Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of the Holder:

-3-

6. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

If to Holder:

Sure Investment Group Limited

__________________

If to Company:

Il2m International Corp.

3500 West Olive Avenue

Suite 810

Burbank, California 91505

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

9. Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Nevada, without regard to the conflicts of laws provisions thereof.

11. Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

-4-

12. Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.

IN WITNESS WHEREOF, il2m International Corp. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.

	il2m INTERNATIONAL CORP.

Date: May __, 2015	By
		President

	HOLDER

	SURE INVESTMENT GROUP LIMITED

Date: May __, 2014	By:
		President

-5-

Exhibit 10.03

GENERAL RELEASE AND WAIVER OF DEBT

This General Release and Waiver of Debt (hereinafter referred to as the "Agreement") is made this 11th day of May, 2015 by and between TSASA Holdings Inc., a Canadian Federation corporation (hereinafter, the "Claimant") and il2m International Corp., a Nevada corporation (the “Company”).

RECITALS:

WHEREAS the Company owes the Claimant an aggregate of $231,000.00 CAN (the "Debt"), which Debt is evidenced in that certain convertible promissory note dated March 26, 2014 in the principal amount of $231,000.00 issued by the Company to the Claimant (the "Convertible Note"), evidencing amounts loaned by Claimant on behalf of Sure Investment Group Limited, and which Convertible Note is 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;

WHEREAS the Company entered into a new promissory note directly with Sure Investment Group Limited dated May 11, 2015 in the aggregate principal amount of $231,000.00 (the "New Note"), which New Note bears no interest and is payable upon demand;

WHEREAS the Claimant is willing to provide to the Company a full waiver and release of the Debt and to deem the Convertible Note null and void (the "Waiver and Release"); and

WHEREAS the parties to this Agreement have agreed to the Waiver and Release subject to the terms and conditions set forth below.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

In consideration of this Agreement, Claimant individually and on behalf of his successors, heirs and assigns, forever releases, remises, waives, acquits, covenants not to sue or file any complaints with any court of competent jurisdiction or with any regulatory office, and specifically releases and waives any claims or rights it may have under common law and statutory law, common law fraud or deceit, and discharges the Company, together with any firms, successors, predecessors, assigns, directors, officers, shareholders, supervisors, employees, attorneys, agents and representatives from any and all actions, causes of action, claims, demands, losses, damages, costs, attorneys' fees, causes in action, indebtedness and liabilities, known or unknown, which he may now have resulting or arising from the Debt, or any other matter, occurrence or event whatsoever from the beginning of time to the date of this Agreement.

-1-

It is understood and agreed by Claimant and the Company that the entering into of this Agreement is not any admission of liability by the Company nor is it to be construed as an admission by the Company or Claimant as to the merits of any claim not expressly set forth in this Agreement relating to the Debt.

As a result of Claimant's decision to provide to the Company the Waiver and Release, Claimant acknowledges that it is foregoing the possibility of any future accrual of interest or repayment of interest and principal by any other terms, and that the consideration for the Waiver and Release agreed upon with the Company is in its view fair and reasonable.

This Agreement shall be interpreted pursuant to Nevada law. If any provision in this Agreement shall be declared unenforceable by any administrative agency or court of law, the remainder of the Agreement shall remain in full force and effect and shall be binding upon the parties hereto as if the invalidated provisions were not part of this Agreement. Each party has cooperated in the drafting and preparation of this Agreement. As a result, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.

Each covenant, agreement and provision of this Agreement shall be construed to be a separate covenant, agreement and provision. If any covenant, agreement or provision of this Agreement is breached, the remainder of this Agreement shall not be effected thereby. No waiver of any breach of any term or provision of this Agreement shall be considered to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

APPROVED AND ACCEPTED this ______ day of May, 2015.

Date: May __, 2015	IL2M INTERNATIONAL CORP.

	By:
		Sarkis Tsaoussian, President/CEO

Date: May __, 2015	TSASA HOLDINGS INC.

	By:
		President

-2-

Exhibit 10.04

GENERAL RELEASE AND WAIVER OF DEBT

RECITALS:

WHEREAS the Company owes the Claimant an aggregate of $515,600.00 (the "Debt"), which Debt is evidenced in that certain convertible promissory note dated March 26, 2014 in the principal amount of $515,600.00 issued by the Company to the Claimant (the "Convertible Note"), and which Convertible Note is 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;

WHEREAS the Company entered into a new promissory note directly with Sure Investment Group Limited dated May 11, 2015 in the aggregate principal amount of $515,600.00 (the "New Note"), which New Note bears no interest and is payable upon demand;

WHEREAS the Claimant is willing to provide to the Company a full waiver and release of the Debt and to deem the Convertible Note null and void (the "Waiver and Release"); and

WHEREAS the parties to this Agreement have agreed to the Waiver and Release subject to the terms and conditions set forth below.