UNITED ~~STATESSECURITIES~~ ~~AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

~~_________________~~SECURITIES AND EXCHANGE COMMISSION

washington, d.c.

FORM 8-K

_________________

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~OF

~~Date of~~THE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event reported): December 14, 2012~~1934

~~_______________________________~~Date of Report (Date of earliest event reported): January 23, 2015

ALL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-29417	62-1581902
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

6165 N.W. 86th Street, Johnston, Iowa 50131(Address of Principal Executive Offices) (Zip Code)

(515)331-6509(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:

¨ 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))

FORM 8-K

All Energy Corporation

~~Item~~(Exact ~~8.01~~name ~~Other~~of ~~Events.~~registrant as specified in its charter)

OnDelaware ~~December~~(State ~~14,~~or ~~2012,~~other ~~All~~jurisdiction ~~Energy~~of ~~Corporation~~incorporation) ~~published~~000-29417 ~~the~~(Commission ~~Letter to~~File ~~Shareholders~~Number) ~~reproduced~~62-1581902 ~~below:~~(IRS Employer Identification No.)

~~Letter~~6165 ~~to the All Energy Corporation Shareholders December 14, 2012 All Energy Corporation (“All Energy”) has rebranded and shifted its focus in 2012 to oil production~~N. ~~All Energy is now actively producing oil at the its All Energy-Bell lease in Taylor County, Texas~~W. ~~This~~86th ~~production was brought on line when our first well rework was completed October 2012. Production is expected to continue at a rate of be 2~~Street,~~900~~ barrels annually. We expect to enter the next phase on the Bell lease project through adding more production by reworking well Bell #2 and drilling a third wellBell #3 on the Bell lease. We are currently in the process of raising capital to complete the added production at AllEnergy-BellJohnston, ~~LLC.~~Iowa All Energy entered into a contract to acquire an additional oil lease of 102 acres near the Bell lease. We anticipate that we will to complete funding and begin drilling of this these projects in Q1 2013. Following these initial projects, All Energy intends to move forward with an aggressive acquisition program. We will continue to evaluate additional acquisition opportunities that meet the criteria of the All Energy business plan throughout 2013. Our mission at All Energy is to increase the value and liquidity of our common stock, build the wealth of our investors and work toward energy independence for the United States. To fulfill our mission, we will acquire and responsibly develop properties that are defined by our business and operations strategy. Through this process, we not only do our part to reach for the energy independence of the United States, but also substantially increase the fundamental value of the company and the market value of our stock. All Energy searches for properties with proven undeveloped or under-developed reserves that big oil finds too small to be economical for their operation. These projects are economically exciting to All Energy and not likely to be strategic to major exploration oil companies. This strategy provides All Energy with the assets to develop and produce without the staggering risk, cost and time involved in traditional exploration. Our goal is to rework wells that have significant reserves that were shut down by big oil when prices were at less than $20 per barrel. Our business is performing with excellent cash flow from well reworks. We operate very efficiently with low overhead, and expect that additional production will add economies of scale. We look forward to executing our business plan by adding more oil production in 2013. Thank you for your continued support. Dean Sukowatey President, CEO50131

~~SIGNATURES~~(Address of principal executive offices, including zip code)

~~Pursuant~~(515) ~~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, hereunder duly authorized.~~331-6509

Date: December 14, 2012	All Energy Corporation
	By	/s/ Dean E Sukowatey
		Name: Dean E. SukowateyTitle: President

(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 a Material Definitive Agreement.

On January 23, 2015, our company, All Energy Corporation, entered into a series of separate purchase agreements (the “Purchase Agreements”) with five unaffiliated private parties (the “Investors”), pursuant to which our company would obtain a total of $500,000 in loans. See Item 2.01 Completion of Acquisition or Disposition of Assets for more information regarding this transaction.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 26, 2015, we closed each of the Purchase Agreements. Pursuant to the Purchase Agreements and in consideration of a total of $500,000 in loans made to us, we issued five separate convertible promissory notes (the “Notes”) with $500,000 in total face amounts, bearing interest at 15% annum and due and payable on the date that is one year from the date of first commercial production of frac sand at our proposed mine located in Trempealeau County, Wisconsin. The Notes are convertible into shares of our common stock at the rate of six shares for every $1.00 of principal converted, for an aggregate total of 3,000,000 shares of our common stock underlying the Notes.

As further consideration under the Purchase Agreements, the Investors, as a group, received the following:

(1) As additional interest, 2,000,000 shares (the “Interest Shares”) of or common stock, which shares were valued at $.045 per share, the closing price of our common stock on January 26, 2015.

(2) The right to force the sale of our company’s wetland credits and to have the proceeds from such sale, in an amount equal to the outstanding principal and accrued and unpaid interest under the Notes, paid over to the Investors.

(3) At such time as the outstanding number of shares of our common stock totals 55,000,000, the Interest Shares shall, thereafter, possess rights of non-dilution, that is, Investors’ ownership percentage shall be preserved at 3.636%, as measured after each subsequent issuance of our common stock, with any shares issued pursuant to this provision being valued at the most recent closing sale price of the our common stock.

(4) Should the our company, prior to April 15, 2016, (i) fail to obtain the a permit to mine frac sand in Trempealeau County, Wisconsin, or (ii) fail to secure binding commitments for financing in a total amount that is sufficient to commence such frac sand mining operations, then: the Investors’ protected ownership percentage shall increase to 15% and the shares necessary to bring the Investors’ ownership percentage to such level issued by us, which shares being valued at the most recent closing sale price of the our common stock, and, thereafter, the Investor’s ownership percentage shall be preserved at 15%, as measured after each subsequent issuance of our common stock.

(5) The Investors’ shall be paid, on an annual basis, up to 10% of gross sales of our first established frac sand mine located in Trempealeau County, Wisconsin.

Item 3.02 Unregistered Sales of Equity Securities.

On January 26, 2015, we sold five separate convertible promissory notes with an aggregate face amount of $500,000. These convertible promissory notes were sold to the Investors. We received a total of $500,000 in cash in consideration of such convertible promissory notes. The principal amount of each of the convertible promissory notes is convertible into shares of our common stock at the rate of six shares for every $1.00 of principal converted, for an aggregate total of 3,000,000 shares of our common stock underlying such convertible promissory notes. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof, as a transaction not involving a public offering.

Also on January 26, 2015, we issued a total of 2,000,000 shares of our common stock. These shares were issued to the Investors. Such shares were issued as additional interest under convertible promissory notes and were valued at $.045 per share, or $90,000, in the aggregate. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(2) thereof, as a transaction not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

4.1

Form of Convertible Promissory Note issued by All Energy Company to the Investors.

10.1

Form of Purchase Agreement between All Energy Company and the Investors.

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, hereunder duly authorized.

Date: January 28, 2015.

ALL ENERGY CORPORATION

By: /s/ DEAN E.SUKOWATEY

Dean E. Sukowatey

President and Acting

Chief Financial Officer

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