UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 1, 2014

Commission file number 000-51384

INTERMETRO COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

		Nevada				88-0476779
	(State or other jurisdiction of incorporation)				IRS Employer Identification No.

2685 Park Center Drive, Building A,

Simi Valley, California 93065

(Address of principal executive offices) (zip code)

(805) 433-8000

(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 obligations 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 (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On August 1, 2014, InterMetro Communications, Inc. (the “Company”) paid $2,219,742 to terminate its credit facility that was formerly held by Transportation Alliance Bank, Inc. (“TAB Bank”). The Company did not incur termination penalties in connection with such loan pay-off.

Item 3.02 Unregistered Sales of Equity Securities

On August 1, 2014, the Company sold 3,000,000 shares of Series B Preferred Stock together with warrants to purchase 3,000,000 shares of common stock at an exercise price of $0.20 per share in exchange for a total purchase price of $3,000,000. The securities were sold to an accredited investor in a private placement exempt from registration under Regulation D of the Securities Act of 1933, as amended. The Series B Preferred stock may be converted into shares of common stock at a conversion rate of 6.66 shares of common stock for each share of Series B Preferred, as set forth in the Certificate of Designation attached as Exhibit 3.1.

Item 3.03 Material Modification to Rights of Security Holders

On August 1, 2014, the Company increased the number of authorized shares of Series B Preferred Stock to 4,250,000 shares, of which, after the sale of shares described above, a total of 3,801,000 shares are outstanding. This description is qualified in its entirety by reference to the Certificate of Designation which is attached as Exhibit 3.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 1, 2014, the Company increased the number of authorized shares of Series B Preferred Stock to 4,250,000 shares. This description is qualified in its entirety by reference to the Certificate of Designation which is attached as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Designation of Series B Preferred Stock

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.

Dated: August 7, 2014

INTERMETRO COMMUNICATIONS, INC.

By: /s/ David Olert

David Olert

Chief Financial Officer

(Principal Accounting Officer)

InterMetro Communications, Inc. 8-K