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 71, 2014

Intelligent Living America, Inc.

(Exact name of registrant as specified in its charter)


Nevada	000-54026	36-4794823
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

299 Alhambra Circle, Suite 512

Coral Gables, FL 33134

(Address of Principal Executive Offices) (Zip Code)

(800) .800-.5487

(Registrant’s telephone number, including area code)

80 SW 8^th Street, Suite 1870

Miami, FL 33130

(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))~~

~~Item~~¨ ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-4(c))

OnItem September 30, 2014, the Board of Directors and consenting shareholders holding a majority of the Company’s issued and outstanding shares of Common Stock approved a change in the Company’s domicile from California to Nevada. The change of domicile, or reincorporation, was effected by means of a merger between the Company and a newly formed wholly-owned Nevada subsidiary, Intelligent Living America Inc., in which the subsidiary is the surviving entity. This change of domicile became effective upon the filing of articles of merger with the Secretary of State of California and Nevada in accordance with applicable state laws on November 7, 2014. Pursuant to the merger terms, the Company effected a one for fifty (1~~:50) reverse stock split by issuing one share of Intelligent Living America, Inc~~. ~~common stock for each fifty shares of Intelligent Living Inc~~01. ~~common stock.~~

AsEntry into a ~~result~~Material ofDefinitive ~~the reverse split there are currently 70,090,605 shares of the Company’s common stock issued and outstanding~~Agreement. The aggregate number of shares that the Corporation will have authority to issue is Six Billion (6,010,096,000) of which Six Billion (6,000,000,000) shares will be common stock, par value of $0.0001 per share, Ten Million (10,000,000) shares will be Class A preferred stock, par value of $0.0001 per share, with 10:1 conversion and voting rights, and Ninety-Six Thousand (96,000) shares will be Class B preferred stock, par value of $1.00 per share.

~~The~~On ~~Merger~~December ~~Agreement~~19, is2015 ~~attached~~the asCompany ~~Exhibit~~entered 2into an agreement with Venturian Group, Inc.1 to ~~this~~amend ~~Current~~the ~~Report~~existing onpromissory ~~Form~~note 8to reduce the principal balance of the note by $360,000, from $610,000 to $250,000. In addition, the Company amended the promissory note by issuing a convertible debenture to replace the Company’s existing note payable. The debenture is convertible into common stock at a price equal to 60% of the trailing 10-Kday volume-weighted average price as quoted on the OTCBB or other exchange, bears interest at 6% annually, and ishas ~~incorporated~~a ~~herein~~two byyear ~~reference~~term. The convertible debenture agreement and the amendment to the promissory note are attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively.

Item 5.0302. ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year~~

~~The~~Departure ~~Articles~~ of ~~Incorporation~~Directors ~~for~~or ~~Intelligent~~Principal ~~Living~~Officers; ~~America,~~Election ~~Inc.~~of ~~are~~Directors; ~~attached~~Appointment ~~hereto~~of asPrincipal ~~Exhibit 3(i).~~Officers

~~The~~On ~~Bylaws~~December of1, ~~Intelligent Living America~~2014, ~~Inc~~Mr. ~~are~~Allen ~~attached~~Firouz ~~hereto~~tendered his resignation from his position as ~~Exhibit 3~~a member of the Board of Directors of the Corporation (iithe “Board of Directors”) and as Chief Technology Officer of the Corporation, effective December 1, 2014. His resignation was not a result of any dispute or disagreement with the management of the Corporation.

Item 87.01 ~~Other Events.~~

~~Beginning~~Regulation onFD ~~November 24, 2014, after giving effect to the corporate actions described in Item 1~~Disclosure.01, the Company’s stock began trading on the OTC Pink Exchange under the ticker symbol “ILIVD”, which shall remain for 20 business days until on or about December 24, 2014, after which the symbol will revert back to “ILIV”.

~~Item~~On 9January 7, 2015 we issued a press release announcing the consummation of the transaction with Venturian Group, Inc.01 The ~~Financial~~press ~~Statements~~release ~~and~~is furnished hereto ~~Exhibits~~as Exhibit 99.1.

~~(d)~~Pursuant ~~Exhibits~~to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Intelligent Living America, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated September 30, 2014, between Intelligent Living Inc., a California Corporation, and Intelligent Living America, Inc., a Nevada Corporation.
3(i)		Articles of Incorporation of Intelligent Living America, Inc.
3(ii)		Bylaws of Intelligent Living America, Inc.

Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~Set toforth ~~the~~below ~~requirements~~is ofa ~~the~~list ~~Securities Exchange Act~~ of ~~1934,~~exhibits ~~the~~to ~~registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form ~~behalf by the undersigned hereunto duly authorized.~~8-K:

Dated: December 9, 2014	INTELLIGENT LIVING AMERICA, INC.
Exhibit No.:		Description:
	By:	/s/ Dr. Paul Favata
10.4		Convertible Debenture with Venturian Group, Inc.
	Name:	Paul Favata
10.5		First Amendment to Promissory Note with Venturian Group, Inc.
	Title:	President
99.1		Press Release date January 7, 2015

3SIGNATURES

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.



Date: January 7, 2015	Intelligent Living America, Inc.

	By:	/s/ Paul Favata
		Paul Favata, President

Filing Compare · Intelligent Living America, Inc.