UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-KCURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest reported) December 27, 2006

IELEMENT CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 000-29331 76-0270295
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(State or other jurisdiction of incorporation)  (Commission File Number)  (IRS Employer Identification NO.)
17194 Preston Road, Suite 102, PMB 341, Dallas, TX 75248
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 254-3425
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

First Agreement. On December 27, 2006, IElement Corporation entered into a Management Services and Vendor Agreement with Sutioc Enterprises, Inc, to offer management and vendor services to both Sutioc Enterprises, Inc. and its majority owned subsidiary U.S. Wireless, Inc. In addition to being a majority shareholder, Sutioc Enterprises is party to a Management Agreement with US Wireless Online, Inc. whereby Sutioc Enterprises was appointed the Manager of US Wireless Online with broad discretion to retain the services of third parties to perform management and other services both on behalf of Sutioc Enterprises, in its capacity as Manager for US Wireless Online, and for US Wireless Online directly.

In accordance with the Management Services and Vendor Agreement, Sutioc Enterprises retained the services of IElement Corporation to provide back office support for Sutioc Enterprises in its capacity as Manager of US Wireless Online, and for US Wireless Online directly. Such services, include but are not limited to, (i) handling standard back office functions for the Company such as billing clients, collecting receivables, customer service, accounts payables, vendor agreements and the like;(ii) providing general operational and bookkeeping support; (iii) providing 24 hour a day customer service support to US Wireless customers; (iv) providing vendor administration, including locating and recommending vendor relationships; provided however, IElement shall have no authority to bind the Company or Sutioc to any contractual relationship; and (v) providing such other business consultation and support as may be reasonably requested from time to time. The Management Services and Vendor Agreement may not be terminated by Sutioc Enterprises prior to the payment in full by Sutioc Enterprises of a certain promissory note in the amount of $900,000. The promissory note is further discussed in Item 3.02 herein.

The Management Services and Vendor Agreement is attached hereto as Exhibit 10.01 and incorporated into this Item 1.01 in its entirety by reference.

Second Agreement. On December 27, 2006, IElement entered into a Guaranty and Security Agreement whereby it guaranteed and secured the obligations of US Wireless Online for payment of promissory notes in the amount of $150,000 and $141,178.74 owed to Richard Williamson II. Pursuant to the Guaranty and Security Agreement, Richard Williamson has a general security interest in all the assets of IElement, subject to previously existing security interests. The maximum amount of payments that IElement could be required to make is $291,178.74 plus interest. The only precondition to IElement’s obligation is a default by US Wireless.

The Security Agreement is attached hereto as Exhibit 10.02 and incorporated into this Item 1.01 in its entirety by reference.

Relationship Between the Parties. Prior to entry into the Agreements, there was no previous relationship between IElement Corporation and either Sutioc Enterprises or US Wireless Online. On the same date as the Management Services and Vendor Agreement, IElement sold 30,000,000 shares of its restricted stock to Sutioc Enterprises as more fully set forth in Item 3.02 herein. In addition, IElement is aware that Sutioc Enterprises is using the 30,000,000 shares of restricted stock to purchase a 50.1% interest in US Wireless Online, however, other than the Agreements described herein, IElement has no relationship with US Wireless.

Moreover, as more fully set forth in this Item 1.01 on the same date as the Management Services and Vendor Agreement, IElement entered into a separate guaranty and security agreements whereby it secured the obligation of US Wireless Online owed to Richard Williamson II.

IElement had no previous relationship with Richard Williamson II.

The Agreements described in Item 1.01 and in Item 3.02 represent all the agreements and relationships between the parties thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On December 27, 2006, IElement entered into a Guaranty and Security Agreement whereby it secured the obligations of US Wireless Online for payment of promissory notes in the amounts of $150,000 and $141,178.74 owed to Richard Williamson II. Pursuant to the Guaranty and Security Agreement, Richard Williamson has a general security interest in all the assets of IElement, subject to previously existing security interests. The maximum amount of payments that IElement could be required to make is $291,178.74 plus interest. The only precondition to IElement’s obligation is a default by US Wireless.

The Security Agreement is attached hereto as Exhibit 10.02 and incorporated into this Item 2.03 in its entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities

On December 27, 2006 IElement Corporation sold 30,000,000 shares of its restricted common stock to Sutioc Enterprises, Inc. in a private transaction not involving a public offering. The sale and issuance was made in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

The 30,000,000 shares of common stock were sold to Sutioc Enterprises for a total purchase price of $900,000. The $900,000 purchase price was paid with a Secured Promissory Note which promissory note provides for full recourse against the purchase and is secured by collateral, other than the securities purchased, having a fair market value at least equal to the purchase price of the securities.

A copy of the Secured Promissory Notes and Security Agreement are attached hereto as Exhibits 10.04, 10.03, and 10.02 respectively and incorporated into this Item 1.01 in their entirety by reference.

Item 5.02(c) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(1) On January 4, 2007, by unanimous approval of the Board of Directors at a meeting of such Directors, IElement appointed Lance K. Stovall to serve as the Chief Operating Officer. Mr. Stovall has been a Director of IElement since March 4, 2006.

(2) Lance K. Stovall; 38 years of age. Mr. Stovall attended Texas Christian University from 1987 to 1991 where he earned a B.S. in Neuroscience. From September 2005 to the present Mr. Stovall has been the President of Lone Star Valet in Dallas, Texas. From October, 2003 through September 2005, Mr. Stovall was Vice President of Business Development of IElement. Mr. Stovall left his employ with IElement for personal reasons and not as a result with any disagreement with the Company. From October, 1999 through September 2003, Mr. Stovall worked for and was a co-founder of Zone Communications in Los Angeles, California. In 1998 and 1999 Mr. Stovall was Director of Operations of Lone Star Valet in Dallas, Texas. From 1993 to 1998 Mr. Stovall was founder and Vice President of Operations for Excel Student Services in Arlington, Texas.

(3) In March, 2006 Mr. Stovall entered into a Directors Agreement with IElement whereby he agreed to maintain the confidentiality of IElement’s trade secrets and proprietary information and to refrain from soliciting IElement’s employees or customers for a period of two years following the term of the Director’s Agreement. IElement in exchange agreed to hold Mr. Stovall harmless and indemnify him in his position as a Director, where he has acted in good faith in the performance of his duties. Finally IElement agreed to compensate Mr. Stovall with 250,000 options exercisable at $.01 per share and vesting 62,500 each on June 4, 2006, September 4, 2006, December 4, 2006 and March 4, 2007.

Other than as set forth herein, Mr. Stovall is not subject to material relationships or related party transactions with the Company.

Item 7.01 . Regulation FD Disclosure

IElement’s press release dated January 3, 2006 and attached hereto as Exhibit 99.1 is incorporated herein.

Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits. The following exhibits are being furnished herewith:

10.01 Management Services and Vendor Agreement

10.02 Security Agreement

10.03 Secured Promissory Note

10.04 Secured Promissory Note

99.1 Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 4, 2006

IELEMENT CORPORATION

By: /s/ Ivan Zweig

Name: Ivan Zweig

Title: Chief Executive Officer