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): ~~June~~July 291, 2015

METHES ENERGIES INTERNATIONAL LTD.

(Exact name of Registrant as specified in its charter)

Nevada		001-35652		71-1035154
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3651 Lindell Road, Suite D-272, Las Vegas, Nevada		89103
(Address Of Principal Executive Office)		(Zip Code)

Registrant's telephone number, including area code: (702) 932-9964

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 13.01 ~~Entry~~ ~~into~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard.

On ~~June~~July 291, ~~2015~~2014, Methes Energies International Ltd., a Nevada corporation (the “Company”), ~~entered~~received ~~into~~a ~~securities~~notification ~~purchase~~letter ~~agreements~~ (~~collectively~~ the “~~Securities Purchase Agreement~~Notice”) ~~with~~from ~~select~~The ~~institutional~~NASDAQ ~~investors~~Stock ~~for~~Market a(“NASDAQ”) ~~registered~~notifying ~~direct~~the ~~placement~~Company ~~and~~that the ~~issuance~~minimum ~~and~~bid ~~sale~~price ofper upshare tofor ~~an aggregate of 2,300,000 shares of~~ its common stock, ~~par~~had ~~value~~been below $1.~~001~~00 for ~~per~~a ~~share~~period ~~(“Common~~of ~~Stock”~~thirty (30) ~~and~~consecutive ~~warrants~~business todays ~~purchase~~and upthat tothe anCompany ~~additional~~did ~~1,781,292~~not ~~shares~~meet ~~of its Common Stock (~~the ~~“Offering”). The~~minimum ~~Common~~bid ~~Stock~~price ~~and~~requirement ~~warrants~~set ~~will~~forth bein ~~sold~~NASDAQ inListing ~~units~~Rule 5550(~~each~~ a)(2) (“~~Unit~~Rule 5550(a)(2)”),. ~~with~~The ~~each~~Notice ~~Unit~~also ~~consisting~~stated ofthat ~~one~~the ~~share~~Company ofwould ~~Common~~be ~~Stock~~provided ~~and~~180 acalendar ~~warrant~~days, toor ~~purchase~~until ~~0.7745~~December of29, ~~one~~2015 ~~share~~(the of“Initial ~~Common~~Compliance ~~Stock~~Period”), atto anregain ~~exercise~~compliance ~~price~~with ofRule $05550(a)(2).~~882~~ ~~per~~To ~~share~~regain ofcompliance, ~~Common~~the ~~Stock~~closing ~~(“Warrant”).~~bid ~~Each~~price ~~Unit~~of ~~will~~the beCompany’s ~~sold~~common atstock amust ~~negotiated~~be ~~price~~at ofleast $01.~~5435~~00 per ~~Unit~~share for a ~~total~~minimum ~~purchase~~of ~~price~~ten ofconsecutive ~~$1,250,050~~business days prior to that date.

The ~~net~~Notice ~~proceeds~~has tono ~~the~~effect ~~Company~~on ~~from~~ the ~~Offering,~~listing ~~after~~of ~~deducting~~the ~~fees~~Company’s ~~and~~common ~~estimated~~stock ~~offering~~at ~~expenses,~~this time and ~~excluding~~ the ~~proceeds,~~Company’s ifcommon ~~any,~~stock ~~from~~will ~~the~~continue ~~exercise of the Warrants, are expected~~ to betrade ~~approximately~~on ~~$1.1~~the ~~million. The~~NASDAQ ~~Offering~~Capital isMarket ~~expected~~under tothe ~~close~~symbol ~~on or before July 1, 2015~~“MEIL.”

~~The~~In ~~Offering~~the ~~was~~event ~~made pursuant to~~ the Company~~'s effective~~ ~~registration~~does ~~statement~~not onregain ~~Form~~compliance ~~S-3~~with Rule 5550(~~Registration~~a)(2) ~~Statement~~within Nothe Initial Compliance Period, it may be eligible for additional time. ~~333-195271)~~To ~~previously~~qualify, ~~filed~~the ~~with~~Company will be required to meet the ~~Securities~~continued ~~and~~listing ~~Exchange~~requirement ~~Commission~~for market value of publicly held shares and ~~declared~~all ~~effective~~other oninitial ~~May~~listing 14standards, ~~2014,~~with ~~and~~the aexception ~~prospectus~~of ~~supplement~~the ~~thereunder~~minimum bid price requirement, and ~~pursuant~~will need to ~~that~~provide ~~certain~~written ~~Rule~~notice ~~462(b)~~of ~~Registration~~its ~~Statement~~intention ~~(No.~~to ~~333-205367)~~cure ~~previously~~the ~~filed~~deficiency ~~with~~during the ~~Securities~~second ~~and~~compliance ~~Exchange~~period ~~Commission~~by oneffecting ~~June~~a 30reverse stock split, ~~2015~~if necessary. A ~~copy~~If of the ~~opinion~~NASDAQ ofstaff ~~Morse~~concludes ~~Zelnick~~that ~~Rose~~the &Company ~~Lander~~will ~~LLP~~not ~~relating~~be able to cure the ~~legality~~deficiency, ofor if the ~~issuance~~Company ~~and~~determines ~~sale~~not ofto submit the ~~securities~~required inmaterials or make the ~~Offering~~required isrepresentations, ~~attached~~the asCompany's ~~Exhibit~~common ~~5.1~~stock ~~hereto~~will then be subject to delisting by NASDAQ.

The ~~foregoing~~Company ~~description~~intends ofto ~~the~~continue ~~Offering,~~to monitor the ~~Warrant~~bid ~~and~~price ~~the~~for ~~Securities~~its ~~Purchase~~common ~~Agreement~~stock. isIf ~~not~~the ~~complete~~Company’s ~~and~~common isstock ~~qualified~~does innot ~~its~~trade ~~entirety~~at bya ~~reference~~level tothat ~~the~~is ~~Warrant~~likely ~~and~~to ~~the~~regain ~~Securities~~compliance ~~Purchase~~with ~~Agreement~~Rule 5550(a)(2), ~~which~~the isCompany’s ~~attached~~Board ~~hereto~~of asDirectors ~~Exhibits~~will ~~4.1~~consider ~~and~~other ~~10.1,~~options ~~respectively,~~that ~~and~~may ~~incorporated~~be ~~herein~~available byto ~~reference~~achieve compliance.

Item 8.01. Other Events.

On June 30, 2015, the Company issued a press release announcing the Offering which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
4.1		Form of Common Stock Purchase Warrant
5.1		Opinion of Morse Zelnick Rose & Lander LLP (1)
10.1		Form of Securities Purchase Agreement, dated as of June 29, 2015, between Methes Energies International Ltd and each of the Purchasers (as defined therein)
99.1		Press release dated June 30, 2015

(1) Incorporated by reference to Exhibit 5.1 to the Rule 462(b) Registration Statement (No. 333-205367) filed by the Company on June 30, 2015.

* * * * *

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.

	Methes Energies International Ltd.
Dated: June 30, 2015	By:	/s/Michel G. Laporte,
Dated: July 2, 2015	By:	/s/ Michel G. Laporte,
		Michel G. Laporte,
		Michel G. Laporte
		Chief Executive Officer

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