UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

December 9, 2005		000-31267
Date of Report (Date of earliest event reported)		Commission File Number

IWT TESORO CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		91-2048019
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

191 Post Road West, Suite 10, Westport, CT 06880

(Address of Principal Executive Offices) (Zip Code)

(203) 271-2770

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing requirements of the registration under any of the following provisions (see General Instruction A.2 below):

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

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

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

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

Section 1.01. Entry into a Material Definitive Agreement

Effective December 9, 2005, IWT Tesoro Corporation and one of its subsidiaries, International Wholesale Tile, Inc., on the one hand, and Laurus Master Fund, Ltd. entered into an amendment to its Registration Rights Agreement dated August 25, 2005. The amendment modifies the definition of “Effectiveness Date” with respect to registering Tesoro common stock underlying certain securities held by Laurus (“Laurus Shares). Specifically, the tolling of time will commence the earlier of the date on which certain modifications to the agreements among the parties have been modified and February 28, 2006. The date that a registration statement registering the Laurus Shares is to be effective is 120 days from the commencement date, subject to additional adjustments to allow for response to SEC staff comments and filing quarterly and annual report information with the SEC.

SIGNATURES

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

Dated: December 14, 2005	IWT TESORO CORPORATION


	/s/ Henry J. Boucher, Jr., President
	By: Henry J. Boucher, Jr., President