Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-26309

INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.

(Exact name of registrant as specified in its charter)

Nevada

98-0200471

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4235 Commerce Street
Little River, South Carolina		29566
(Address of principal executive offices)		(Zip Code)

(843) 390-2500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 5, 2014, there were 252,765,411 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.

INDEX TO FORM 10-Q

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Balance Sheets (Unaudited) as of September 30, 2014 and December 31, 2013	2

	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2014 and 2013	3

	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2014 and 2013	4

	Notes to the Unaudited Consolidated Financial Statements	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4.	Controls and Procedures	19

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

Signatures		22

Index of Exhibits		E-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this quarterly report on Form 10-Q and other filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this quarterly report on Form 10-Q. Except as may be required under applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements because we are considered a penny stock issuer.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The consolidated balance sheet as of September 30, 2014 and the related consolidated statements of operations and consolidated statements of cash flows for the three and nine months ended September 30, 2014 and 2013 for Integrated Environmental Technologies, Ltd., and its wholly-owned subsidiary I.E.T., Inc. (collectively referred to herein as “IET” or the “Company”), included in this Item 1, have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the SEC. The consolidated financial statements include our wholly-owned subsidiary and all significant inter-company transactions and balances have been eliminated. In the opinion of management, the accompanying consolidated financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly our financial position and results of operations. It is suggested that the following consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.

The results of operations for the three and nine months ended September 30, 2014 and 2013 are not necessarily indicative of the results of the entire fiscal year or of any other period.

Integrated Environmental Technologies, Ltd.

Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2014			2013
Assets

Current assets:
Cash	$	533,568		$	1,049,399
Accounts receivable		38,848			28,250
Prepaid expenses		12,789			26,166
Inventory		123,647			126,952
Total current assets		708,852			1,230,767

Property and equipment, net		280,822			344,884
Total assets	$	989,674		$	1,575,651

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	129,208		$	41,320
Accrued expenses		74,119			47,954
Customer deposits		38,109			38,109
Convertible debentures		501,125			25,000
Note payable		65,920			75,513
Total current liabilities		808,481			227,896

Convertible debentures		--			476,125
Note payable		--			46,546
Total liabilities		808,481			750,567

Commitments and contingencies

Stockholders’ equity:
Common stock, $.001 par value; 400,000,000 shares authorized; 246,376,594 and 229,971,926 shares issued and outstanding, respectively		246,377			229,972
Additional paid-in capital		20,873,462			20,075,764
Accumulated deficit		(20,938,646	)		(19,480,652	)
Total stockholders' (deficiency) equity		181,193			825,084
Total liabilities and stockholders' (deficiency) equity	$	989,674		$	1,575,651

The accompanying notes are an integral part of these consolidated financial statements.

Integrated Environmental Technologies, Ltd.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Revenues:
Sales	$	39,545		$	31,942		$	93,988		$	76,648
Leasing and licensing fees		11,000			10,500			23,000			46,500
		50,545			42,442			116,988			123,148
Cost of sales		10,424			9,462			42,155			24,110

Gross profit		40,121			32,980			74,833			99,038

Operating expenses:
General and administrative		310,590			307,413			887,649			959,217
Sales and marketing		162,018			119,669			444,240			334,992
Research and development		52,187			55,450			164,078			154,841
		524,795			482,532			1,495,967			1,449,050

Loss from operations		(484,674	)		(449,552	)		(1,421,134	)		(1,350,012	)

Other income (expense):
Interest income		--			3			--			55
Interest expense		(11,844	)		(12,014	)		(36,860	)		(33,072	)
Total other income (expense)		(11,844	)		(12,011	)		(36,860	)		(33,017	)

Net loss	$	(496,518	)	$	(461,563	)	$	(1,457,994	)	$	(1,383,029	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding, basic and diluted		239,470,030			198,329,568			233,590,838			175,460,264

The accompanying notes are an integral part of these consolidated financial statements.

Integrated Environmental Technologies, Ltd.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(1,457,994	)	$	(1,383,029	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		64,062			126,549
Stock-based compensation expense		66,778			116,505
Stock issued as settlement of litigation		--			26,550
Changes in operating assets and liabilities:
Accounts receivable		(18,098	)		(12,624	)
Inventory		3,305			(2,510	)
Prepaid expenses		13,377			(20,424	)
Note receivable		--			1,109
Accounts payable		127,638			(35,083	)
Accrued expenses		17,615			(45,976	)
Customer deposits		--			2,000
Net cash used in operating activities		(1,183,317	)		(1,226,933	)

Cash flows used in investing activity:
Purchase of equipment		--			(66,507	)

Cash flows from financing activities:
Proceeds from sale of common stock, net of offering costs		723,625			1,672,605
Repayment of note payable		(56,139	)		(11,872	)
Net cash provided by financing activities		667,486			1,660,733

(Decrease) increase in cash		(515,831	)		367,293
Cash - beginning of period		1,049,399			180,489
Cash - end of period	$	533,568		$	547,782

Supplemental disclosure of cash flow information:
Cash paid for interest	$	6,117		$	803
Cash paid for income taxes	$	700		$	106
Non-cash operating activity:
Issuance of 492,614 and 1,485,714 shares of common stock, respectively, as payment of director fees	$	32,250		$	70,250
Issuance of 400,947 shares of common stock as payment of interest on convertible debenture	$	--		$	38,090
Non-cash investing activity
Issuance of note payable as payment of equipment	$	--		$	152,000

The accompanying notes are an integral part of these consolidated financial statements.

Integrated Environmental Technologies, Ltd.

Notes to Consolidated Financial Statements

1. Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant recurring operating losses and negative cash flows from operations. The Company had working capital deficiency of $99,629 and an accumulated deficit of $20,938,646 as of September 30, 2014. The Company also has no lending relationships with commercial banks and is dependent on the completion of financings involving the private placement of its securities in order to continue operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company does not anticipate establishing any lending relationships with commercial banks in the foreseeable future due to its limited operations and assets. The Company continues to execute its strategy of selling anolyte and catholyte solutions and leasing its EcaFlo™ equipment to fund its operations and is focused on obtaining additional capital through the private placement of its securities. The Company is pursuing potential equity and/or debt investors and, from time to time, has engaged placement agents to assist it in this initiative. While the Company is pursuing the opportunities and actions described above, there can be no assurance that it will be successful in its efforts. If the Company is unable to secure additional capital, it will explore other strategic alternatives, including, but not limited to, the sale of the Company. Any additional equity financing may result in substantial dilution to the Company’s stockholders.

2. Inventory

As of September 30, 2014 and December 31, 2013, inventory consisted of parts and materials totaling $123,647 and $126,952, respectively.

3. Property and Equipment

As of September 30, 2014 and December 31, 2013, property and equipment, on a net basis, consisted of the following (see note 7):

	September 30, 2014			December 31, 2013
Leasehold improvements	$	328,977		$	328,977
Equipment		437,504			437,504
		766,481			766,481
Less: Accumulated depreciation		(485,659	)		(421,597	)
	$	280,822		$	344,884

4. Accrued Expenses

As of September 30, 2014 and December 31, 2013, accrued expenses consisted of the following:

	September 30, 2014		December 31, 2013
Accrued interest	$	55,054	$	24,321
Accrued consulting fees		13,550		--
Accrued auditing fees		2,750		22,000
Accrued other expenses		2,765		1,633
	$	74,119	$	47,954

5. Customer Deposits

On March 29, 2011, the Company issued a credit to purchase equipment to a consultant in the amount of $36,109 as payment to the consultant for consulting services rendered to the Company.

Effective January 1, 2013, the Company entered into a license agreement with a third party related to the use by the third party of the Company’s United States Environmental Protection Agency (the “EPA”) registration for its anolyte solution. The Company received a deposit of $2,000 pursuant to the terms of this agreement.

6. Convertible Debentures

April 2007 Convertible Debenture

On April 26, 2007, in a private placement, the Company issued a convertible debenture to an individual accredited investor in the principal amount of $25,000. This convertible debenture matured on January 2, 2009 and remains unpaid. The convertible debenture accrues interest at a rate of 12% per annum and is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.40 per share. An aggregate of 62,500 shares of the Company’s common stock can be issued upon the conversion of the outstanding principal amount due on this convertible debenture at the current conversion price of $0.40 per share.

During the three and nine months ended September 30, 2014, the Company recorded $756 and $2,244, respectively, of interest expense related to this convertible debenture. During the three and nine months ended September 30, 2013, the Company recorded $748 and $2,236, respectively, of interest expense related to this convertible debenture. As of September 30, 2014 and December 31, 2013, the outstanding principal on this convertible debenture was $25,000 and the accrued and unpaid interest was $12,685 and $10,441, respectively. The accrued and unpaid interest is included as a component of accrued expenses.

Zanett Convertible Debentures

On August 21, 2012, the Company issued to Zanett Opportunity Fund, Ltd. (“Zanett”) an 8% convertible debenture in the amount of $476,125 (the “Zanett August 2012 Debenture”). In connection with this private placement, the Company refinanced an 8% convertible debenture, in the principal amount of $376,125, issued to Zanett on July 7, 2011 (the “Zanett July 2011 Debenture”) and refinanced an 8% convertible secured promissory note, in the principal amount of $100,000, issued to Zanett on September 23, 2011 (the “Zanett September 2011 Note”). As a result of the issuance of the Zanett August 2012 Debenture, the Zanett July 2011 Debenture and the Zanett September 2011 Note were cancelled.

The Zanett August 2012 Debenture has a three-year term maturing on August 21, 2015 and bears interest at a rate of 8% per annum. Interest is payable in annual installments in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares of its common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock, as defined in the Zanett August 2012 Debenture.

The entire principal amount of the Zanett August 2012 Debenture is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.10 per share. In addition, at the option of the Company, the entire principal amount of the Zanett August 2012 Debenture is convertible into shares of the Company’s common stock at $0.10 per share upon the occurrence of the merger or acquisition of the Company or if the average closing price of the Company’s common stock for any period of ten consecutive trading days is greater than or equal to $0.15 per share. The quoted market price of the Company’s common stock on August 21, 2012 was $0.05 per share. An aggregate of 4,761,250 shares of the Company’s common stock can be issued upon the conversion of the outstanding principal amount due on the Zanett August 2012 Debenture at the current conversion price of $0.10 per share.

On August 22, 2013, the Company issued 400,947 shares of the Company’s common stock to Zanett as payment of $38,090 of accrued interest due on the Zanett August 2012 Debenture for the period commencing August 21, 2012 through August 20, 2013. The number of shares of the Company’s common stock issued as payment of the accrued interest was calculated based on the market price of the Company’s common stock ($0.095 per share) as defined in the Zanett August 2012 Debenture.

During the three and nine months ended September 30, 2014, the Company recorded $9,601 and $28,489, respectively, of interest expense related to the Zanett August 2012 Debenture. During the three and nine months ended September 30, 2013, the Company recorded $9,338 and $28,489, respectively, of interest expense related to the Zanett August 2012 Debenture. As of September 30, 2014 and December 31, 2013, the outstanding principal on the Zanett August 2012 Debenture was $476,125 and the accrued and unpaid interest was $42,369 and $13,880, respectively. The accrued and unpaid interest is included as a component of accrued expenses.

7. Note Payable

On June 17, 2013, the Company and Benchmark Performance Group, Inc. (“Benchmark”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), whereby the Company purchased nineteen EcaFlo™ machines owned by Benchmark as well as the rights to the Excelyte™ trademark and certain other intangible assets. The purchase price for the nineteen EcaFlo™ machines, the Excelyte™ trademark and other intangible assets was $190,000.

The Company paid $38,000 in conjunction with the closing of the Asset Purchase Agreement and issued a promissory note with a principal balance of $152,000 (the “Benchmark Note”). The Benchmark Note bears interest at a rate of 7% per annum and requires the Company to make twenty-four monthly payments of $6,805 commencing August 1, 2013. The Benchmark Note is secured by the nineteen EcaFlo™ machines.

For the three and nine months ended September 30, 2014, the Company recorded $1,376 and $5,111, respectively, of interest expense related to the Benchmark Note. As of September 30, 2014 and December 31, 2013, the outstanding principal on the Benchmark Note was $65,920 and $122,059 (current portion $75,513; long-term portion $46,546), respectively.

8. Stockholders’ Equity

Common Stock

From July 22, 2014 through July 31, 2014, the Company sold an aggregate of 4,850,000 shares of its common stock to five individual investors for an aggregate purchase price of $198,400. The Company incurred offering costs of $8,256 in connection with these transactions.

On July 31, 2014, the Company issued an aggregate of 286,364 shares of its common stock, at a per share price of $0.055, as settlement of $15,750 of director fees due certain members of the Company’s board of directors for services rendered for the period commencing January 1, 2014 through June 30, 2014. The quoted market price of the Company’s common stock on July 1, 2014, the date the issuance was approved by the Company’s board of directors, was $0.051 per share.

From August 6, 2014 through August 18, 2014, the Company sold an aggregate of 8,122,287 shares of its common stock to five individual investors for an aggregate purchase price of $403,080. The Company incurred offering costs of $24,440 in connection with these transactions.

On September 3, 2014 and September 15, 2014, the Company sold an aggregate of 2,241,406 shares of its common stock to two individual investors for an aggregate purchase price of $137,000. The Company incurred offering costs of $7,360 payable in cash and issued 98,361 shares of its common stock to an unaffiliated third party as payment of $6,000 of offering costs in connection with these transactions.

Stock Options

The Company currently has two stock option/stock compensation plans in place: the 2010 Stock Incentive Plan and the 2012 Equity Incentive Plan (collectively, the “Equity Incentive Plans”).

The 2010 Stock Incentive Plan was approved by the stockholders in September 2010. The Company had reserved for issuance an aggregate of 10,000,000 shares of common stock under the 2010 Stock Incentive Plan. As of September 30, 2014, stock options to purchase 4,680,254 shares of the Company’s common stock were outstanding under the 2010 Stock Incentive Plan and 90,500 shares of the Company’s common stock had been issued under the 2010 Stock Incentive Plan. As a result of the adoption of the Company’s 2012 Equity Incentive Plan, no further awards are permitted under the 2010 Stock Incentive Plan.

The 2012 Equity Incentive Plan was approved by the stockholders in May 2012. The Company has reserved for issuance an aggregate of 14,000,000 shares of common stock under the 2012 Stock Incentive Plan. The 2012 Equity Incentive Plan is designed to encourage and enable employees and directors of the Company to acquire, or increase their holdings of, common stock and other proprietary interests in the Company. It is intended to promote these individuals’ interests in the Company, thereby enhancing the efficiency, soundness, profitability, growth and stockholder value of the Company. The 2012 Equity Incentive Plan provides for grants and/or awards in the form of incentive and non-qualified stock option grants, stock appreciation rights, restricted stock awards, performance share awards, phantom stock awards and dividend equivalent awards. As of September 30, 2014, stock options to purchase 1,000,000 shares of the Company’s common stock were outstanding under the 2012 Equity Incentive Plan and up to 13,000,000 shares of the Company’s common stock remain available for awards under the 2012 Equity Incentive Plan.

Common stock grants and stock option awards under the Equity Incentive Plans were granted or issued at prices as determined by the Company’s compensation committee; provided, however, that such prices were not less than the fair market value of the Company's common stock on the date of grant or issuance. Stock options granted and outstanding to date consist of both incentive stock options and non-qualified stock options.

On August 18, 2014, the Company granted an incentive stock option to purchase an aggregate of 1,000,000 shares of the Company’s common stock under the 2012 Equity Incentive Plan to Bradley W. Rockman, the President and General Manager of the Company’s Oil and Gas division. The shares of common stock underlying the incentive stock option vest as follows: 250,000 shares vest on August 18, 2015; 250,000 shares vest on August 18, 2016; 250,000 shares vest on August 18, 2017; and 250,000 shares vest on August 18, 2018. The incentive stock option has a ten-year term, and in the event of a change in control of the Company, as defined in the 2012 Stock Incentive Plan, the incentive stock option becomes fully vested. The aggregate fair value of the incentive stock option on the date of grant, as calculated using the Black-Scholes model, was $57,035, using the following weighted average assumptions: exercise price of $0.09 per share; common stock price of $0.09 per share; volatility of 139%; term of ten years; dividend yield of 0%; interest rate of 2.39%; and risk of forfeiture of 35%. This amount is being expensed on a pro-rata basis over the requisite service period.

A summary of stock option transactions under the Equity Incentive Plans during the nine months ended September 30, 2014 is set forth below:

	Stock Option Shares		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at December 31, 2013		4,980,254	$	0.18	$	--
Granted during the period		1,000,000	$	0.09		--
Exercised during the period		--		--		--
Terminated during the period		300,000	$	0.08		--
Outstanding at September 30, 2014		5,680,254	$	0.17	$	--
Available for purchase at September 30, 2014		3,013,586	$	0.13	$	--
Available for purchase at December 31, 2013		3,313,586	$	0.12	$	--

Information with respect to stock options outstanding and stock options exercisable as of September 30, 2014 is as follows:

		Stock Options Outstanding				Stock Options Exercisable
	Exercise Price	Number of Shares Available Under Outstanding Stock Options		Weighted Average Exercise Price Per Common Share	Weighted Average Remaining Contractual Life (Years)	Number of Shares Available for Purchase Under Outstanding Stock Options		Weighted Average Exercise Price Per Common Share	Weighted Average Remaining Contractual Life (Years)
$	0.09	1,000,000	$	0.09	9.9	--		--	--
$	0.10	2,180,253	$	0.10	4.4	2,180,253	$	0.10	4.4
$	0.20	833,333	$	0.20	7.5	833,333	$	0.20	7.5
$	0.30	1,666,668	$	0.30	7.5	--		--	--
		5,680,254	$	0.17	5.0	3,013,586	$	0.13	5.3

A summary of the non-vested shares subject to stock options granted under the Equity Incentive Plans as of September 30, 2014 is as follows:

	Stock Option Shares		Weighted Average Grant Date Fair Value Per Share
Non-vested at December 31, 2013		1,666,668	$	0.05
Granted during the period		1,000,000	$	0.09
Vested during the period		--		--
Terminated during the period		--		--
Non-vested at September 30, 2014		2,666,668	$	0.07

As of September 30, 2014, there was $62,729 of unrecognized compensation cost related to non-vested, stock-based compensation arrangements granted under the Equity Incentive Plans. That cost is expected to be recognized over a weighted average period of 3.5 years.

Warrants to Purchase Common Stock

A summary of warrant transactions during the nine months ended September 30, 2014 is as follows:

	Warrant Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at December 31, 2013		36,844,565		$	0.12	$	--
Issued during the period		500,000		$	0.06		--
Exercised during the period		--			--		--
Terminated during the period		(6,500,000	)	$	0.15		--
Outstanding at September 30, 2014		30,844,565		$	0.12	$	--
Available for purchase at September 30, 2014		30,844,565		$	0.12	$	--
Available for purchase at December 31, 2013		36,844,565		$	0.12	$	--

Warrants issued by the Company contain exercise prices that were approved by the Company’s board of directors. Such exercise prices are generally not less than the quoted market price of the Company's common stock on the date of issuance. Warrants currently issued either vested immediately or over a period of up to three years and have a maximum term of ten years from the date of issuance.

Information with respect to warrants outstanding and warrants exercisable at September 30, 2014 is as follows:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number of Shares Available Under Outstanding Warrants		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price Per Common Share		Number of Shares Available for Purchase Under Outstanding Warrants		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price Per Common Share
$	0.03 - 0.04		1,151,567		2.3	$	0.04		1,151,567		2.3	$	0.04
$	0.06 - 0.10		20,056,061		3.7	$	0.09		20,056,061		3.7	$	0.09
$	0.20		9,636,937		0.6	$	0.20		9,636,937		0.6	$	0.20
			30,844,565		2.7	$	0.12		30,844,565		2.7	$	0.12

As of September 30, 2014, there were no non-vested shares subject to warrants and no unrecognized compensation cost related to warrants.

9. Stock-Based Compensation

During the three and nine months ended September 30, 2014 and 2013, the Company recorded stock-based compensation expense as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
General and administrative	$	12,230	$	31,760	$	54,178	$	105,585
Sales and marketing		4,256		2,576		9,324		7,644
Research and development		1,104		1,104		3,276		3,276
	$	17,590	$	35,440	$	66,778	$	116,505

For the three and nine months ended September 30, 2014, the Company recorded stock-based compensation expense related to stock options granted to employees and directors of $9,040 and $26,757, respectively. For the three and nine months ended September 30, 2014, the Company recorded stock-based compensation expense related to common stock and warrants granted to non-employees of $8,550 and $40,021, respectively.

For the three and nine months ended September 30, 2013, the Company recorded stock-based compensation expense related to stock options granted to employees and directors of $12,252 and $36,355, respectively. For the three and nine months ended September 30, 2013, the Company recorded stock-based compensation expense related to common stock and warrants granted to non-employees of $23,188 and $80,150, respectively.

10. Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method.

For the three and nine months ended September 30, 2014, diluted net loss per share did not include the effect of 5,680,254 shares of common stock issuable upon the exercise of outstanding stock options, 30,844,565 shares of common stock issuable upon the exercise of outstanding warrants and 4,823,750 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

For the three and nine months ended September 30, 2013, diluted net loss per share did not include the effect of 5,813,587 shares of common stock issuable upon the exercise of outstanding stock options, 46,779,565 shares of common stock issuable upon the exercise of outstanding warrants and 4,823,750 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

11. Commitments and Contingencies

Lease Agreement – South Carolina

On September 15, 2014, the Company entered into a lease agreement for its premises located in Little River, South Carolina. The lease agreement has an initial term of three years and is renewable at the Company’s option for two successive three-year terms. The monthly rental during the initial term of the lease agreement is $4,800. The Company is responsible for utilities but is not responsible for building insurance or property taxes. As of September 30, 2014, the future minimum lease payments due under this lease agreement are as follows: $14,400 for the remainder of 2014, $57,600 in each of fiscal 2015 and fiscal 2016, and $43,200 in fiscal 2017.

Litigation with Former Executive Vice President - Operations

On June 17, 2014, a civil complaint was filed against the Company and one of its directors, E. Wayne Kinsey, III, in the Court of Common Pleas, County of Horry, State of South Carolina, by Marion Sofield, the Company’s former Executive Vice President - Operations. In her complaint, Ms. Sofield alleges breach of contract and fraudulent inducement by the Company against her with regard to her employment agreement and the termination of her employment. Ms. Sofield also alleges civil conspiracy, tortious interference and unfair trade practices. Ms. Sofield claims that she is owed additional compensation under her terminated employment agreement, and is seeking the recovery of such compensation as well as attorney’s fees and punitive damages.

On July 18, 2014, the Company filed a motion to dismiss this state court action due to the binding arbitration clause contained in Ms. Sofield’s employment agreement. This motion is currently pending.

The Company does not believe there is any merit to Ms. Sofield’s allegations and will vigorously defend this action.

12. Subsequent Events

On October 10, 2014, the Company sold an aggregate of 5,410,000 shares of its common stock to two individual investors for an aggregate purchase price of $330,010. The Company issued an aggregate of 541,000 shares of its common stock to three unaffiliated third parties as payment of $33,000 of offering costs related to this transaction.

On October 10, 2014, the Company issued 437,816 shares of the Company’s common stock to Zanett as payment of $38,090 of accrued interest due on the Zanett August 2012 Debenture for the period commencing August 21, 2013 through August 20, 2014. The number of shares of the Company’s common stock issued as payment of the accrued interest was calculated based on the market price of the Company’s common stock ($0.087 per share) as defined in the Zanett August 2012 Debenture.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

IET was originally incorporated in Delaware on February 2, 1999 and is now a Nevada corporation. IET is headquartered in Little River, South Carolina and operates through its wholly-owned subsidiary, I.E.T., Inc., a Nevada corporation incorporated on January 11, 2002.

IET markets its products and equipment under the umbrella brand name, EcoTreatments™. IET produces and sells a hypochlorous acid solution (“Anolyte”) as well as an anti-oxidizing, mildly alkaline solution (“Catholyte” and, together with Anolyte, the “Solutions”), that provide an environmentally friendly and effective alternative for cleaning, sanitizing and disinfecting as compared to the hazardous chemicals traditionally prevalent in commercial use. IET sells its Anolyte under the brand name, Excelyte™ and sells its Catholyte under the brand name, Catholyte Zero™. IET manufactures proprietary equipment, which it markets under the brand name EcaFlo™, to produce the Solutions for distribution by IET and, under certain circumstances, such equipment is leased by IET to customers for use at a customer’s facility.

Products

IET produces Anolyte that is effective as a disinfectant, can be used safely anywhere there is a need to control bacteria, viruses, and germs and leaves no harmful residue. The naturally occurring properties and less-corrosive nature of our Anolyte makes it an excellent replacement for quaternary ammonia, sodium hypochlorite (bleach) and other hazardous chemicals currently being used as disinfectants and sanitizers. Our Anolyte contains an active killing agent that is produced with a pH of 6.5 and contains a ratio of free available chlorine of approximately 92% hypochlorous acid to 8% hypochlorite. Our Anolyte is used in the oil and gas market as a hydrogen sulfide scavenger and biocide. Our Anolyte kills various pathogens including, but not limited to, Mycobacterium bovis (Tuberculosis), Salmonella enterica, Pseudomonas aeruginosa, Staphylococcus aureus, methicillin-resistant Staphylococcus aureus (MRSA) and H1NI influenza virus (swine flu). Our Anolyte also kills hospital-acquired pathogens such as Clostridium difficile spores (C. diff) and vancomycin-resistant enterococci (VRE) as well as two carbapenem-resistant enterobacteriaceae (CRE) known as Klebsiella pneumoniae carbapenemase (KPC) and New Delhi Metallo-beta-lactamase (NDM). Further, the high-risk blood-borne pathogen human immunodeficiency virus (HIV) and the food-borne pathogens Listeria monocytogenes and Escherichia coli (E. coli) are killed by our Anolyte. We also produce Catholyte, an anti-oxidizing and mild alkaline solution that is effective as a degreaser and cleaner.

Our Anolyte is registered with the EPA as a tuberculocidal hospital-level surface disinfectant and as a biocide for use in oil and gas drilling (EPA Registration No. 82341-1). In addition, our Anolyte is registered with the EPA (EPA Registration No. 82341-4) as a disinfectant to prevent Canine distemper virus, Canine parvovirus and Bordetella bronchiseptica. We intend to market the canine product, in conjunction with a third-party partner, as Excelyte™ VET.

IET will also lease EcaFlo™ equipment to a customer when the customer’s business model or required volume of Solutions warrants such an arrangement. Under this type of arrangement, we would lease our EcaFlo™ equipment and provide service support for a fixed monthly price and, in certain circumstances, we would receive royalty payments for the Solutions produced by the customer. We also license to certain customers the right to utilize our intellectual property pursuant to which the customer is required to pay us a monthly fee based on the number of gallons of Solutions produced by our EcaFlo™ equipment.

Business Strategy

Our business model is focused on selling Solutions directly to customers. In situations where a customer desires to have EcaFlo™ equipment on-site, we lease the equipment and maintain ownership as opposed to selling the EcaFlo™ equipment outright.

We seek long-term contracts directly with our targeted customers and through a distributor network. In some circumstances, where the Solutions will be consumed by the customer in its commercial process, we will lease the EcaFlo™ equipment to that customer. We are primarily focused on selling Excelyte™ in the oil and gas production market and have recently established our oil and gas division to focus on such market. We are also interested in the healthcare market and food production market, but our emphasis on oil and gas has required a dedication of a majority of our resources to that market. We have ongoing discussions in each of these markets with potential distribution partners regarding the sale of Excelyte™.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon the interim consolidated financial statements contained elsewhere herein, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements required us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, income taxes, contingencies and litigation. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting estimates that we believe affect the more significant judgments and estimates used in preparation of the consolidated financial statements contained elsewhere herein are described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. There have been no material changes to the critical accounting policies.

Results of Operations

Revenue. For the three months ended September 30, 2014, revenue was $50,545, as compared to $42,442 for the three months ended September 30, 2013. The $8,103, or 19%, increase in revenue for the three months ended September 30, 2014 was mostly due to a $14,969 increase in Excelyte™ sales primarily to oil and gas customers, offset by a $5,127 decrease in sales of EcaFlo™ equipment parts.

For the nine months ended September 30, 2014, revenue was $116,988, as compared to $123,148 for the nine months ended September 30, 2013. The $6,160, or 5%, decrease in revenue for the nine months ended September 30, 2014 was primarily due to a $26,500 decrease in EcaFlo™ equipment leasing revenue, offset by a $13,350 increase in Excelyte™ sales primarily to oil and gas customers and a $6,422 increase in sales of EcaFlo™ equipment parts and related supplies.

Cost of Sales. For the three months ended September 30, 2014, cost of sales was $10,424, as compared to $9,462 for the three months ended September 30, 2013. The $962, or 10%, increase in cost of sales for the three months ended September 30, 2014 was primarily attributable to the increase in sales of Excelyte™.

For the nine months ended September 30, 2014, cost of sales was $42,155, as compared to $24,110 for the nine months ended September 30, 2013. The $18,045, or 75%, increase in cost of sales for the nine months ended September 30, 2014 was primarily attributable to the increase in sales of EcaFlo™ equipment parts with higher costs.

Gross Profit. For the three months ended September 30, 2014 and 2013, gross profit margins were 79% and 78%, respectively. For the nine months ended September 30, 2014 and 2013, gross profit margins were 64% and 80%, respectively.

General and Administrative Expenses. For the three months ended September 30, 2014, general and administrative expenses were $310,590, as compared to $307,413 for the three months ended September 30, 2013. The $3,177, or 1%, increase in general and administrative expenses for the three months ended September 30, 2014 was primarily the result of a $36,000 increase in consulting fees related to investor and public relations and a $15,265 increase in travel expense related to business development activities, offset by a $19,530 decrease in stock-based compensation expense primarily related to consultants and a $28,031 decrease in depreciation expense.

For the nine months ended September 30, 2014, general and administrative expenses were $887,649, as compared to $959,217 for the nine months ended September 30, 2013. The $71,568, or 7%, decrease in general and administrative expenses for the nine months ended September 30, 2014 was primarily the result of a $45,917 decrease in legal fees primarily related to litigation, a $62,486 decrease in depreciation expense, a $51,407 decrease in stock-based compensation expense primarily related to consultants and a $26,550 decrease in litigation settlement expense, offset by a $76,000 increase in consulting fees related to investor and public relations and a $30,379 increase in travel expense related to business development activities.

Sales and Marketing Expenses. For the three months ended September 30, 2014, sales and marketing expenses were $162,018, as compared to $119,669 for the three months ended September 30, 2013. The $42,349, or 35%, increase in sales and marketing expenses for the three months ended September 30, 2014 was primarily the result of a $18,250 increase in employee payroll and related benefit costs and a $15,265 increase in travel expenses related to sales activities.

For the nine months ended September 30, 2014, sales and marketing expenses were $444,240, as compared to $334,992 for the nine months ended September 30, 2013. The $109,248, or 33%, increase in sales and marketing expenses for the nine months ended September 30, 2014 was primarily the result of a $53,218 increase in marketing expenses related to the re-design of the Company’s web-site and new product branding initiatives, a $30,379 increase in travel expenses related to sales activities, a $19,284 increase in employee payroll and related benefit costs and a $10,100 increase in consulting fees related to sales activities.

Research and Development Expenses. For the three months ended September 30, 2014, research and development expenses were $52,187, as compared to $55,450 for the three months ended September 30, 2013. The $3,263, or 6%, decrease in research and development expenses for the three months ended September 30, 2014 was primarily the result of a $2,026 decrease in employee payroll and related benefit costs and a $1,706 decrease in office and research supplies.

For the nine months ended September 30, 2014, research and development expenses were $164,078, as compared to $154,841 for the nine months ended September 30, 2013. The $9,237, or 6%, increase in research and development expenses for the nine months ended September 30, 2014 was primarily the result of a $9,008 increase in laboratory testing fees.

Loss from Operations. For the three months ended September 30, 2014, the loss from operations was $484,675, as compared to $449,552 for the three months ended September 30, 2013. The $35,122, or 8%, increase in the loss from operations for the three months ended September 30, 2014 was primarily attributable to a $42,349 increase in sales and marketing expenses, offset by a $8,103 increase in revenue.

For the nine months ended September 30, 2014, the loss from operations was $1,421,134, as compared to $1,350,012 for the nine months ended September 30, 2013. The $71,122, or 5%, increase in the loss from operations for the nine months ended September 30, 2014 was primarily attributable to a $109,248 increase in sales and marketing expenses, a $18,045 increase in cost of sales, a $9,237 increase in research and development expenses and a $6,160 decrease in revenue, offset by a $71,568 decrease in general and administrative expenses.

Interest Expense. For the three months ended September 30, 2014, interest expense was $11,844, as compared to $12,014 for the three months ended September 30, 2013. The $170, or 1%, decrease in interest expense for the three months ended September 30, 2014 was primarily attributable to a decrease in interest expense related to the Benchmark Note as the outstanding principal balance on the Benchmark Note continues to decline.

For the nine months ended September 30, 2014, interest expense was $36,860, as compared to $33,072 for the three months ended September 30, 2013. The $3,788, or 11%, increase in interest expense for the nine months ended September 30, 2014 was primarily attributable to a increase in interest expense related to the Benchmark Note.

Net Loss. For the three months ended September 30, 2014, the Company’s net loss was $496,518, as compared to $461,563 for the three months ended September 30, 2013. The $34,955, or 8%, increase in the net loss for the three months ended September 30, 2014 was primarily attributable to a $42,349 increase in sales and marketing expenses, offset by an $8,103 increase in revenue.

For the nine months ended September 30, 2014, the Company’s net loss was $1,457,994, as compared to $1,383,029 for the nine months ended September 30, 2013. The $74,965, or 5%, increase in the net loss for the nine months ended September 30, 2014 was primarily attributable to a $109,248 increase in sales and marketing expenses, an $18,045 increase in cost of sales, a $9,237 increase in research and development expenses and a $6,160 decrease in revenue, offset by a $71,568 decrease in general and administrative expenses.

Liquidity and Capital Resources

As of September 30, 2014, IET had a working capital deficiency of $99,629 and cash on hand of $533,568. The $515,831 decrease in cash on hand from December 31, 2013 was primarily due to $61,249 of principal and interest payments on the Benchmark Note and our continuing operating expenses, offset by the receipt of $723,625 of net proceeds from the sale of our common stock.

During the past several years, IET has generally sustained recurring losses and negative cash flows from operations. We currently do not generate sufficient revenue from the sale of our products to fund our operations and have funded this shortfall through the sale of our common stock.

During the nine months ended September 30, 2014, we received $723,625 of net proceeds related to the sale of our common stock. Subsequent to September 30, 2014, we received $330,010 of net proceeds related to the sale of our common stock.

On February 25, 2014, we issued an aggregate of 206,250 shares of our common stock as settlement of $16,500 of fees due certain members of our board of directors for services rendered for the period commencing September 1, 2013 through December 31, 2013.

On March 14, 2014, we issued 250,000 shares of our common stock in connection with a consulting agreement with an unaffiliated third party for marketing services. The total expense associated with the issuance of these shares was $20,000, representing the fair market value of the shares on the date of issuance ($0.08 per share).

On July 31, 2014, we issued an aggregate of 286,364 shares of its common stock, at a per share price of $0.055, as settlement of $15,750 of director fees due certain members of our board of directors for services rendered for the period commencing January 1, 2014 through June 30, 2014.

On October 10, 2014, we issued 437,816 shares of our common stock to Zanett as payment of $38,090 of accrued interest due on the Zanett August 2012 Debenture for the period commencing August 21, 2013 through August 20, 2014.

As of November 5, 2014, our cash position was approximately $703,000. If we are not able to generate profitable operations from the sale of our products or we are not able to obtain additional financing, we will only be able to continue our operations for approximately five months from the filing date of this quarterly report on Form 10-Q. We currently have no lending relationships with commercial banks. We are focused on attaining profitable operations and raising additional capital through one or more equity and/or debt financings in order to continue operations. While we are working toward attaining profitability for our continuing operations and pursuing potential equity and/or debt investors, there can be no assurance that we will be successful in our efforts. From time to time, we engage placement agents to assist us in our financing initiatives. Any additional equity financing may result in substantial dilution to our stockholders. If we are unable to attain profitable operations or secure additional capital, we will explore strategic alternatives, including, but not limited to, the possible sale of the Company. Our independent registered public accounting firm included an emphasis of a matter paragraph in its report included in our annual report on Form 10-K for the year ended December 31, 2013, which expressed substantial doubt about our ability to continue as a going concern. Our consolidated financial statements included herein do not include any adjustments related to this uncertainty.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

IET is a smaller reporting company and is therefore not required to provide this information.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the Company’s last fiscal quarter, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s current management, including the Company’s President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer), who concluded that the Company’s disclosure controls and procedures are effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

Management reviews the Company’s system of internal control over financial reporting and makes changes to the Company’s processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

During the Company’s last fiscal quarter, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On July 18, 2014, the Company filed a motion to dismiss this state action due to the binding arbitration clause contained in Ms. Sofield’s employment agreement. This motion is currently pending.

The Company does not believe there is any merit to Ms. Sofield’s allegations and will vigorously defend this action.

Item 1A. Risk Factors

IET is a smaller reporting company and is therefore not required to provide this information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

From August 6, 2014 through August 15, 2014, the Company sold an aggregate of 8,122,287 shares of its common stock to five individual investors for an aggregate purchase price of $403,080. The Company incurred offering costs of $24,440 in connection with these transactions.

The Company will use the net proceeds received from the transactions described above for working capital purposes, including the continued roll out of its previously disclosed sales and marketing strategy.

In connection with the issuances of the Company’s common stock described above, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(a)(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities

On April 26, 2007, in a private placement, the Company issued a convertible debenture to an individual accredited investor in the principal amount of $25,000. This convertible debenture matured on January 2, 2009 and remains unpaid. The convertible debenture accrues interest at a rate of 12% per annum and is convertible at any time into shares of the Company’s common stock, at the option of the holder, at a conversion price of $0.40 per share. An aggregate of 62,500 shares of the Company’s common stock can be issued upon the conversion of the outstanding principal amount due on this convertible debenture. As of September 30, 2014, the accrued and unpaid interest on this convertible debenture was $12,685.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Item 6. Exhibits

See Index of Exhibits Commencing on Page E-1 .

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.

November 7, 2014	By:	/s/ David R. LaVance
		David R. LaVance President and Chief Executive Officer

November 7, 2014	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford Executive Vice President, Chief Financial Officer and Secretary

INDEX OF EXHIBITS

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of Integrated Environmental Technologies, Ltd. (the “Company”) (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on May 22, 2012).

3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K that was filed with the SEC on May 22, 2012).

4.1	Convertible Debenture Unit Purchase Agreement between the Company and L.J. Tichacek dated April 26, 2007 (incorporated by reference to Exhibit 4.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 that was filed with the SEC on August 22, 2011).

4.2	10% Convertible Debenture in the principal amount of $25,000 issued to L.J. Tichacek dated April 26, 2007 (incorporated by reference to Exhibit 4.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 that was filed with the SEC on August 22, 2011).

4.3	8% Convertible Debenture, dated as of August 21, 2012, issued to Zanett Opportunity Fund, Ltd. Agreement (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K that was filed with the SEC on August 23, 2012).

4.4	7% Secured Promissory Note in the principal amount of $152,000 issued by I.E.T., Inc. to Benchmark Performance Group, Inc. dated June 17, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K that was filed with the SEC on June 19, 2013).

10.1	Amended and Restated Registration Rights Agreement between the Company and E. Wayne Kinsey, III and Zanett dated September 23, 2011 (incorporated by reference to Exhibit 10.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 that was filed with the SEC on March 30, 2012).

10.2	2010 Stock Incentive Plan of the Company (incorporated by reference to Exhibit 10.5 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 that was filed with the SEC on August 22, 2011).

10.3	2012 Equity Incentive Plan of the Company (incorporated by reference to Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013 that was filed with the SEC on May 15, 2013).

10.4	Form of Warrant, dated April 21, 2011, issued by the Company to each of David R. LaVance (for the purchase of 1,818,182 shares of the Company’s common stock), Raymond C. Kubacki (for the purchase of 1,818,182 shares of the Company’s common stock) and Valgene L. Dunham (for the purchase of 969,697 shares of the Company’s common stock) (incorporated by reference to Exhibit 10.12 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 that was filed with the SEC on August 22, 2011).

E-1

Exhibit No.	Description
10.5	Form of Warrant, dated May 23, 2011, issued by the Company to each of David R. LaVance (for the purchase of 3,100,000 shares of the Company’s common stock) and Thomas S. Gifford (for the purchase of 3,100,000 shares of the Company’s common stock) (incorporated by reference to Exhibit 10.13 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011 that was filed with the SEC on August 22, 2011).

10.6	Building Lease Agreement, dated September 15, 2014, by and between I.E.T., Inc. and Reece Gibson.

10.8	Form of Incentive Stock Option Agreement, dated March 27, 2012, issued by the Company to each of David R. LaVance (for the purchase of 3,000,000 shares of the Company’s common stock) and Thomas S. Gifford (for the purchase of 2,000,000 shares of the Company’s common stock) (incorporated by reference to Exhibit 10.14 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2012 that was filed with the SEC on May 15, 2012).

10.9	Form of Non-Qualified Stock Option Agreement, dated March 27, 2012, issued by the Company to each of: Raymond C. Kubacki (for the purchase of 541,860 shares of the Company’s common stock); David N. Harry (for the purchase of 309,640 shares of the Company’s common stock); Valgene L. Dunham (for the purchase of 340,600 shares of the Company’s common stock); and E. Wayne Kinsey, III (for the purchase of 154,820 shares of the Company’s common stock) (incorporated by reference to Exhibit 10.15 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2012 that was filed with the SEC on May 15, 2012).

10.10	Asset Purchase Agreement, dated as of June 17, 2013, by and between I.E.T., Inc. and Benchmark Performance Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K that was filed with the SEC on June 19, 2013).

31.1	Section 302 Certification of Principal Executive Officer.

31.2	Section 302 Certification of Principal Financial Officer.

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

101*	The following materials from the Company’s quarterly report on Form 10-Q for the period ended September 30, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) consolidated balance sheets; (ii) consolidated statements of operations; (iii) consolidated statements of cash flows; and (iv) notes to the consolidated financial statements.

* Pursuant to Rule 406T of Regulation S-T, the interactive data files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

E-2

Exhibit 10.6

BUILDING LEASE

Between

Reece Gibson

as Landlord,

and

I.E.T., Inc.

as Tenant

Building:

4235 Commerce Street
Little River, South Carolina 29566

THIS LEASE (this “Lease”) is made on the 15th day of September, 2014 between Reece Gibson, with an address at 4512 River Road, Stanfield, North Carolina 28163 (who is referred to in this Lease as “Landlord”) and I.E.T., Inc., a Nevada corporation, with an address at 4235 Commerce Street, Little River, South Carolina 29566 (who is referred to in this Lease as “Tenant”). This Lease consists of the following Basic Lease Provisions and Definitions and the attached General Conditions and Exhibits. The Basic Lease Provisions and Definitions are referred to in this Lease as the “Basic Lease Provisions.”

BASIC LEASE PROVISIONS

1. BUILDING means the structure located at 4235 Commerce Street, Little River, South Carolina 29566.

2. COMMENCEMENT DATE means September 15, 2014.

3. EXPIRATION DATE means 11:59 p.m. on the last day of the month in which the day before the three (3) year anniversary of the Commencement Date occurs.

4. FIXED BASIC RENT initially means $4,800 per month ($4.80 annual per square foot rent based on 12,000 gross rentable square feet), subject to adjustment downward for any Property Tax Adjustment (as hereinafter defined).

5. Notice ADDRESSES shall mean the following:

If to Tenant:

I.E.T., Inc.

4235 Commerce Street

Little River, South Carolina, 29566

Attention: President

If to Landlord:

Reese Gibson

4512 River Road

Stanfield, North Carolina, 28163

With copy to:

Hinson Faulk, PA

309 Post Office Drive

Indian Trail, NC 28079

Attn: Wesley S. Hinson, Esq

6. PREMISES mean and are agreed and deemed to be ±12,000 gross rentable square feet of the Building consisting of ±2,400 gross rentable square feet of office space and ±9,600 gross rentable square feet of warehouse/assembly space, which represents on the Commencement Date all of the rentable square feet at the Building.

Basic Lease Provisions and Definitions – Page 1 of 2

DEFINITIONS

1. LEGAL REQUIREMENTS means all present and future laws and ordinances of federal, state, municipal and county governments, and rules, regulations, orders and directives of departments, subdivisions, bureaus, agencies or offices of such governments, or any other governmental, public or quasi-public authorities having jurisdiction over the Building, and the directions of any public officer pursuant to law.

2. PRIME means the so-called annual prime rate of interest established and quoted by The Wall Street Journal (or its successor), from time to time, but in no event greater than the highest lawful rate from time to time in effect.

3. PERMITTED USE means general office, manufacturing and warehouse uses.

4. REAL PROPERTY means the Building and the land upon which the Building stands, together with adjoining parking areas, sidewalks, driveways, landscaping and land.

5. STATE means the State of South Carolina.

6. TERM means the period of time beginning on the Commencement Date and ending on the Expiration Date.

¾ End of Basic Lease Provisions and Definitions ¾

Basic Lease Provisions and Definitions – Page 2 of 2

General Conditions

1. LEASE:

Landlord has leased the Premises to Tenant for the Term.

2. FIXED BASIC RENT:

Tenant will pay Landlord the Fixed Basic Rent. The Fixed Basic Rent will be payable, in advance, on the first day of each calendar month during the Term, except that a proportionately lesser amount will be paid for the first month of the Term if the Term commences on a day other than the first day of the month. Tenant will pay Fixed Basic Rent to Landlord at Landlord’s address set forth in the first paragraph of this Lease, or at such other place as Landlord may designate in writing, without demand and without counterclaim, deduction or set off. The Fixed Basic Rent shall be reduced by an amount equal to seventy-five (75%) of the pro-rata monthly amount of any reduction in annual property taxes that the Landlord receives as the result of any property tax appeal on the Premises (the “Property Tax Adjustment”). For example, in the event Landlord successfully appeals the current property taxes levied against the Premises and receives a $2400 discount on the annual property tax bill, then the Tenant shall be permitted to take seventy-five percent (75%) of that amount, or $1800.00, and pro-rate that amount across 12 months resulting in a reduction to the Basic Rent in the amount of $150.00 per month.

3. PROPERTY TAXES:

Landlord shall pay all general real estate taxes related to the Premises during the Term.

4. UTILITIES:

Tenant shall pay all charges for water, sewer, gas, electricity and other services and utilities used by Tenant on the Premises during the Term.

5. USE AND OCCUPANCY:

Tenant will use the Premises solely for the Permitted Use.

6. CARE AND REPAIR OF PREMISES:

Tenant will not commit any act that damages the Premises or Building and will take good care of the Premises, and will comply with all Legal Requirements affecting the Premises or the Tenant’s use and/or occupancy of the Premises.

Landlord shall be responsible, at his cost, for the repair of mechanical systems (e.g. heating and air condition), subject to a $500 annual deductible to be paid by Tenant, and all repairs related to exterior building structure (e.g. roof, exterior walls). If any portion of the $500 annual deductible is not paid by Tenant in any year during the Term or any Renewal Term (as hereinafter defined), such amount shall carry forward for the remainder of the Term or Renewal Term, as the case may be. The maximum deductible to be paid by Tenant for any Term or Renewal Term shall be $1,500. Tenant shall be responsible for repairs of all interior elements of the building and the routine maintenance of the heating and air condition systems.

Not later than the last day of the Term, Tenant will, at Tenant’s expense, remove from the Building all of Tenant’s personal property and those improvements made by Tenant which Landlord has not elected by notice to Tenant to retain as Landlord’s property, as well as all trade fixtures (other than built-in cabinet work) and moveable partitions. Tenant will repair all injury done by or in connection with the installation or removal of said property, improvements, and the like; cap or terminate all telephone, computer and data connections at service entry panels in accordance with Legal Requirements; and surrender the Premises in as good condition as they were at the beginning of the Term, except for reasonable wear and damage by casualty or other cause not due to the misuse or neglect by Tenant and/or Tenant’s agents. All property of Tenant remaining on the Premises after the last day of the Term will be conclusively deemed abandoned and may be removed and discarded or stored at Tenant’s risk by Landlord, and Tenant will pay Landlord for the cost of such removal, discarding and/or storage.

7. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

Tenant will not, without first obtaining the written consent of Landlord, make any alterations, additions or improvements (collectively, “alterations”) in, to or about the Premises. Unless the alterations affect the Building’s common facilities or systems or would otherwise require a building permit, Landlord will not unreasonably withhold or delay its consent. Building systems include the life safety (if any), plumbing, electrical, heating, ventilation and air conditioning systems in the Building. Tenant may, upon prior notice to Landlord, perform minor cosmetic improvements, such as painting and wallpapering, without the prior consent of Landlord.

8. DAMAGES TO BUILDING:

If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed twenty-five percent (25%) of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, then Landlord may, no later than the sixtieth (60th) day following the damage, give Tenant a notice electing to terminate this Lease. In such event, this Lease will terminate on the thirtieth (30th) day after the giving of such notice, and Tenant will surrender possession of the Premises on or before such date. If this Lease is not terminated pursuant to this Article, Landlord will restore the Building and the Premises with reasonable promptness, subject to Force Majeure, as defined in Article 25 e) below, and subject to the availability and adequacy of the insurance proceeds. Landlord shall not be obligated to restore fixtures and improvements owned by Tenant.

In any case in which use of the Premises is affected by any damage to the Building, there will be either an abatement or an equitable reduction in Fixed Basic Rent, depending on the period for which and the extent to which the Premises are not reasonably usable for general office use. The words “restoration” and “restore” as used in this Article will include repairs.

9. EMINENT DOMAIN:

If Tenant’s use of the Premises is materially affected due to the taking by eminent domain of (a) the Premises or any part thereof; or (b) any other part of the Building; then, in either event, this Lease will terminate on the date when title vests pursuant to such taking. The Fixed Basic Rent will be apportioned as of such termination date and any Fixed Basic Rent paid for any period beyond said date, will be repaid to Tenant. Tenant will not be entitled to any part of the award for such taking or any payment in lieu thereof, but Tenant may file a separate claim for any taking of fixtures and improvements owned by Tenant which have not become the Landlord’s property, and for moving expenses, provided the same will, in no way, affect or diminish Landlord’s award. In the event of a partial taking which does not effect a termination of this Lease but does deprive Tenant of the use of a portion of the Premises, there will be either an abatement or an equitable reduction in Fixed Basic Rent, depending on the period for which and the extent to which the Premises are not reasonably usable for the Permitted Use.

10. LANDLORD'S REMEDIES ON DEFAULT:

If Tenant defaults in the payment of Fixed Basic Rent or in the performance of any of the other covenants and conditions of this Lease or permits the Premises to become deserted, abandoned or vacated, Landlord shall give Tenant written notice of such default, and if Tenant does not cure any Fixed Basic Rent default or other default within ten (10) days after the giving of such notice (or if such other default is of such nature that it cannot be completely cured within such period, if Tenant does not commence such curing within such ten (10) days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Landlord may terminate this Lease or Tenant’s right to possession upon not less than twenty (20) days notice to Tenant, and on the date specified in such notice Tenant's right to possession of the Premises will cease, but Tenant will remain liable as provided below in this Lease. If this Lease or Tenant’s right to possession will have been so terminated by Landlord, Landlord may at any time thereafter recover possession of the Premises by any lawful means and remove Tenant or other occupants and their effects. Landlord may, at Tenant’s expense, relet all or any part of the Premises and may make such alterations, decorations or other changes to the Premises as Landlord considers appropriate in connection with such reletting, without relieving Tenant of any liability under this Lease. Tenant shall pay to Landlord, on demand, such expenses as Landlord may incur, including, without limitation, court costs and reasonable attorney's fees and disbursements, in enforcing the performance of any obligation of Tenant under this Lease.

Tenant hereby waives all right of redemption to which Tenant or any person under Tenant might be entitled by any Legal Requirement.

11. DEFICIENCY:

In any case where Tenant has defaulted and Landlord has recovered possession of the Premises or terminated this Lease or Tenant’s right to possession, Tenant’s obligation to pay Landlord all the Fixed Basic Rent up to and including the Expiration Date will not be discharged or otherwise affected. Landlord will have all rights and remedies available to Landlord at law and in equity by reason of Tenant’s default, and may periodically sue to collect the accrued obligations of the Tenant together with interest at Prime plus four percent per annum from the date owed to the date paid, but in no event greater than the maximum rate of interest permitted by law.

12. SUBORDINATION:

This Lease will, at the option of any holder of any underlying lease or holder of any first mortgage or first trust deed, be subject and subordinate to any such underlying lease and to any first mortgage or first trust deed which may now or hereafter affect the Real Property, and also to all renewals, modifications, consolidations and replacements of such underlying leases and first mortgage or first trust deed. Although no instrument or act on the part of Tenant will be necessary to effectuate such subordination, Tenant will, nevertheless, within ten (10) days prior written request by Landlord, execute and deliver such further instruments confirming such subordination of this Lease as may be desired by the holders of such first mortgage or first trust deed or by any of the lessors under such underlying leases. If any underlying lease to which this Lease is subject terminates, Tenant will, on timely request, recognize and acknowledge the owner of the Real Property as Tenant’s landlord under this Lease.

13. SECURITY DEPOSIT:

No security deposit is required.

14. RIGHT TO CURE TENANT'S BREACH:

If Tenant breaches any covenant or condition of this Lease, Landlord may, on prior notice to Tenant (except that no notice need be given in case of emergency), cure such breach at the expense of Tenant, and the reasonable amount of all expenses, including attorney's fees, incurred by Landlord in so doing (whether paid by Landlord or not) will be deemed payable on demand.

15. LIENS:

Tenant will not permit any lien or other encumbrance to be filed as a result of any act or omission (or alleged act or omission) of Tenant. Tenant will, within twenty (20) days after notice from Landlord, discharge or satisfy by bonding or otherwise any liens filed against Landlord or all or any portion of the Real Property as a result of any such act or omission, including any lien or encumbrance arising from contract or tort claims.

16. RIGHT TO INSPECT AND REPAIR:

Landlord or its designees may enter the Premises (but will not be obligated to do so) at any reasonable time on reasonable notice to Tenant (except that no notice need be given in case of emergency) for the purpose of: (a) inspection; (b) performance of any work or the making of such repairs, replacements or additions in, to, on and about the Premises or the Building, as Landlord deems necessary or desirable; or (c) showing the Premises to prospective purchasers, mortgages and tenants. Tenant will provide Landlord or its designees free and unfettered access to any mechanical or utility rooms, conduits, risers or the like located within the Premises. Landlord shall have the right to enter the space to perform inspections, surveys, measurements or such other reasonable activities as may be necessary to prepare the Premises for occupancy by a succeeding tenant.

17. TENANT’S ESTOPPEL:

Tenant will, from time to time, on not less than ten (10) days prior written request by Landlord, execute, acknowledge and deliver to Landlord an estoppel certificate (a) certifying that this Lease has not been modified and is in full force and effect or, if there has been a modification of this Lease, that this Lease is in full force and effect; (b) specifying the dates to which the Fixed Basic Rent have been paid; (c) stating whether or not, to the knowledge of the party executing such instrument, the other party hereto is in default and, if such party is in default, stating the nature of such default; (D) stating the Commencement Date; and (e) stating which options to renew the term have been exercised, if any.

18. HOLDOVER TENANCY:

Tenant agrees that it must surrender possession of the Premises to Landlord on the Expiration Date or earlier termination of the Term. Tenant agrees to indemnify and hold Landlord harmless from and against all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including attorneys' fees, resulting from any delay by Tenant in so surrendering the Premises, including any claims made by any succeeding tenant based on such delay.

19. INSURANCE:

(a) Tenant’s Insurance. On or before the Commencement Date or Tenant's prior entry into the Premises, Tenant will obtain and have in full force and effect, insurance coverage as follows:

(i) workers’ compensation in an amount required by law;

(ii) commercial general liability with commercially reasonable limits for a company such as Tenant containing an endorsement naming Landlord, its agents, designees and lender as additional insureds, an aggregate limit per location endorsement, and no modification that would make Tenant’s policy excess or contributing with Landlord’s liability insurance;

(iii) all risk property insurance for the full replacement value of all of Tenant’s furniture, fixtures, equipment, alterations, improvements or additions that do not become Landlord’s property upon installation; and

(iv) any other form or forms of insurance or any increase in the limits of any of the coverages described above or other forms of insurance as Landlord or the mortgagees or ground lessors (if any) of Landlord may reasonably require from time to time if in the reasonable opinion of Landlord or said mortgagees or ground lessors said coverage and/or limits become inadequate or less than that commonly maintained by prudent tenants with similar uses in similar buildings in the area. All policies obtained by Tenant will be issued by carriers having ratings in Best’s Insurance Guide (“Best”) of A and VIII, or better (or equivalent rating by a comparable rating agency if Best no longer exists) and licensed in the State. All such policies must be endorsed to be primary and noncontributing with the policies of Landlord being excess, secondary and noncontributing. No policy will be canceled, nonrenewed or materially modified without thirty (30) days' prior written notice by the insurance carrier to Landlord. If the forms of policies, endorsements, certificates, or evidence of insurance required by this Article are superseded or discontinued, Landlord may require other equivalent or better forms. Evidence of the insurance coverage required to be maintained by Tenant, represented by certificates of insurance issued by the insurance carrier, must be furnished to Landlord prior to Tenant occupying the Premises and at least thirty (30) days prior to the expiration of current policies. Copies of all endorsements required by this Article must accompany the certificates delivered to Landlord. The certificates will state the amounts of all deductibles and self-insured retentions and that Landlord will be notified in writing thirty (30) days prior to cancellation, material change, or non-renewal of insurance. If requested in writing by Landlord, Tenant will provide to Landlord a certified copy of any or all insurance policies or endorsements required by this Article.

(b) Waiver of Claims. Landlord and Tenant hereby waive all claims and release each other and each other’s employees, agents, customers and invitees from any and all liability for any loss, damage or injury to property occurring in, on, about or to the Premises or the Building by reason of fire or other casualty, regardless of cause, including the negligence of Landlord or Tenant and their respective employees, agents, customers and invitees, and agree that the property insurance carried by either of them will contain a clause whereby the insurer waives its right of subrogation against the other party. Each party to this Lease will give to its insurance company notice of the provisions of this Article 19 and have such insurance policies properly endorsed, if necessary, to prevent the invalidation of such insurance by reason of the provisions of this Article 19(b). Each party shall bear the risk of its own deductibles. Landlord and Tenant acknowledge that the insurance requirements of this Lease reflect their mutual recognition and agreement that each party will look to its own insurance and that each can best insure against loss to its property and business no matter what the cause. If Tenant fails to maintain insurance or self-insures for loss including, without limitation, business interruption, Tenant shall be deemed to have released Landlord for all loss or damage which would have been covered if Tenant had so insured.

(c) Building Insurance. Landlord, at his cost, will at all times during the Term carry a policy of insurance which insures the Building, including the Premises, if any, against loss or damage by fire or other casualty (namely, the perils against which insurance is afforded by a standard fire insurance policy); provided, however, that Landlord will not be responsible for, and will not be obligated to insure against, any loss of or damage to any personal property or trade fixtures of Tenant or any alterations which Tenant may make to the Premises or any loss suffered by Tenant due to business interruption. All insurance maintained by Landlord pursuant to this Article may be effected by blanket insurance policies.

20. BROKER:

Tenant and Landlord represent and warrant to the each other that no broker brought about this transaction, and each agrees to indemnify and hold the other harmless from any and all claims of any broker(s) arising out of or in connection with the negotiations of or entering into of this Lease by Tenant and Landlord.

21. NOTICES:

Any notice by either party to the other shall be in writing and shall be deemed to have been duly given only if (a) delivered personally. (b) sent by registered mail or certified mail return receipt requested in a postage paid envelope or (c) sent by nationally recognized overnight delivery service, if to Tenant, at the Building; if to Landlord, at Landlord’s address as set forth above or, to either, at such other address as Tenant or Landlord, respectively, may designate in writing. Notice shall be deemed to have been duly given, if delivered personally, on delivery thereof, if mailed, upon the seventh (7^th) day after the mailing thereof, or if sent by overnight delivery service, the next business day.

22. SUBLEASE AND ASSIGNMENT

Tenant shall not have the right to assign this Lease, in whole or in part, or sublease all or any part of the Premises without first obtaining Landlord’s consent, which said consent shall not be unreasonably withheld, conditioned or delayed.

23. OPTION TO RENEW:

(a) If the term of this Lease shall then be in full force and effect and Tenant has complied fully with its obligations hereunder, Tenant shall have the option to extend the term of this Lease for one period of three (3) years (the ‘Renewal Term’) commencing on the day immediately following the Expiration Date; provided, however, that Tenant shall give Landlord notice of its election to extend the term no later than sixty (60) days prior to the Expiration Date of the Term. This Lease may continue for two (2) successive Renewal Terms and will be renewed at the end of each Renewal Term; provided, however that, Tenant shall give Landlord notice of its election to extend the term no later than sixty (60) days prior to the Expiration Date of the Renewal Term.

(b) Any extension of the term of this Lease shall be upon the same terms, covenants and conditions, as herein set forth, except that the Fixed Basic Rent shall be $5,100 per month for the first Renewal Term ($5.10 annual per square foot rent based on 12,000 gross rentable square feet), subject to any Property Tax Adjustment, and $5,400 per month for the second Renewal Term ($5.40 annual per square foot rent based on 12,000 gross rentable square feet), subject to any Property Tax Adjustment. If Tenant shall duly give notice of its election to extend the term of this Lease, the Renewal Term shall be added to and become a part of the Term of this Lease (but shall not be considered a part of the initial Term), and any reference in this Lease to the “Term of this Lease”, the “Term hereof”, or any similar expression shall be deemed to include such Renewal Term, and, in addition, the term “Expiration Date” shall thereafter mean the last day of such Renewal Term. Landlord shall have no obligation to perform any alteration or preparatory or other work in and to the Premises or provide a tenant improvement allowance and Tenant shall continue possession thereof in its "as is" condition.

24. MISCELLANEOUS:

(a) If any of the provisions of this Lease, or the application of such provisions, will be invalid or unenforceable, the remainder of this Lease will not be affected, and this Lease will be valid and enforceable to the fullest extent permitted by law.

(b) The submission of this Lease for examination does not constitute a reservation of, or option for, the Premises, and this Lease is submitted to Tenant for signature with the understanding that it will not bind Landlord unless and until it has been executed by Landlord and delivered to Tenant or Tenant’s attorney or agent and until the holder of any mortgage will have unconditionally approved this Lease, to the satisfaction of Landlord, if such approval is required under the terms of such mortgage.

(c) No representations or promises will be binding on the parties to this Lease except those representations and promises expressly contained in the Lease.

(d) The Article headings in this Lease are intended for convenience only and will not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.

(e) Force Majeure means and includes those situations beyond either party’s reasonable control, including acts of God; strikes; inclement weather; or, where applicable, the passage of time while waiting for an adjustment of insurance proceeds. Any time limits required to be met by either party hereunder, whether specifically made subject to Force Majeure or not, except those related to the surrender of the Premises by the end of the Term or payment of Fixed Basic Rent, will, unless specifically stated to the contrary elsewhere in this Lease, be automatically extended by the number of days by which any required performance is delayed due to Force Majeure.

(f) No failure by either party to insist upon the strict performance of any covenant, agreement, term or condition of this Lease, or to exercise any right or remedy upon a breach of any such covenant, agreement, term or condition, and no acceptance by Landlord of full or partial rent during the continuance of any such breach by Tenant, will constitute a waiver of any such breach or of such covenant, agreement, term or condition. No consent or waiver, express or implied, by either party to or of any breach of any covenant, condition or duty of the other party will be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or duty, unless such consent or waiver is in writing and signed by the party granting such consent or waiver.

(g) Landlord covenants that if, and so long as, Tenant pays Fixed Basic Rent as required under this Lease, and performs Tenant’s other covenants under this Lease, Landlord will do nothing to affect Tenant’s right to peaceably and quietly have, hold and enjoy the Premises for the Term, subject to the provisions of this Lease.

(h) The provisions of this Lease will apply to, bind and inure to the benefit of Landlord and its respective heirs, successors, legal representatives and assigns. The term “Landlord” as used in this Lease means only the owner or a master lessee of the Building, so that in the event of any sale of the Building or of any master lease thereof, the Landlord named herein will be and hereby is entirely freed and relieved of all covenants and obligations of Landlord under this Lease accruing after such sale, and it will be deemed without further agreement that the purchaser or the new master lessee of the Building has assumed and agreed to carry out any and all covenants and obligations of Landlord accruing under this Lease after such sale.

(i) To the extent such waiver is permitted by law, the parties waive trial by jury in any action or proceeding brought in connection with this Lease or the Premises. This Lease will be governed by the laws of the State (without the application of any conflict of laws principles), and any action or proceeding in connection with this Lease shall be decided in the courts of the State.

(j) Any State statutory provisions dealing with termination rights due to casualty, condemnation, delivery of possession or any other matter dealt with by this Lease are superseded by the terms of this Lease.

(k) Notwithstanding anything to the contrary contained in this Lease, in no event will Landlord or Tenant be liable to the other for the payment of consequential, punitive or speculative damages.

(l) Each party agrees that it will not raise or assert as a defense to any obligation under this Lease, or make any claim that this Lease is invalid or unenforceable, due to any failure of this document to comply with ministerial requirements, including requirements for corporate seals, attestations, witnesses, notarizations or other similar requirements, and each party hereby waives the right to assert any such defense or make any claim of invalidity or unenforceability due to any of the foregoing.

(m) This Lease may be executed in multiple counterparts, each of which, when assembled to include an original signature for each party contemplated to sign this Lease, will constitute a complete and fully executed original. All such fully executed counterparts will collectively constitute a single Lease agreement. Tenant expressly agrees that if the signature of Landlord and/or Tenant on this Lease is not an original, but is a digital, mechanical or electronic reproduction (such as, but not limited to, a photocopy, fax, e-mail, PDF, Adobe image, JPEG, telegram, telex or telecopy), then such digital, mechanical or electronic reproduction shall be as enforceable, valid and binding as, and the legal equivalent to, an authentic and traditional ink-on-paper original wet signature penned manually by its signatory.

The parties to this Lease have executed and delivered this Lease as of the date set forth above.

LANDLORD:		TENANT:

Reece Gibson		I.E.T., Inc.

By:	/s/ Reece Gibson	By:	/s/ Thomas S. Gifford
		Its:	Executive Vice President & Chief Financial Officer

EXHIBIT 31.1

CERTIFICATION

I, David R. LaVance, certify that:

1. I have reviewed this report on Form 10-Q of Integrated Environmental Technologies, Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 7, 2014

By:

/s/ David R. LaVance

David R. LaVance

President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Thomas S. Gifford, certify that:

1. I have reviewed this report on Form 10-Q of Integrated Environmental Technologies, Ltd.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 7, 2014

By:

/s/ Thomas S. Gifford

Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Integrated Environmental Technologies, Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (the “Report”), I, David R. LaVance, President and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §78m or 78o(d), and,

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 7, 2014

By:

/s/ David R. LaVance

David R. LaVance

President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Integrated Environmental Technologies, Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary of the Company, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §78m or 78o(d), and,

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 7, 2014

By:

/s/ Thomas S. Gifford

Thomas S. Gifford

Executive Vice President,

Chief Financial Officer and Secretary

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