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~~ REPORT

~~Date~~PURSUANT TO ofSECTION ~~report~~13 OR 15 (~~Date~~D) ofOF ~~earliest~~THE ~~event~~SECURITIES ~~reported):~~EXCHANGE ~~July 8,~~ACT ~~2006~~ OF 1934

~~REMOTE~~Date ~~DYNAMICS~~of Report (Date of Earliest Event Reported): February 4, ~~INC.~~2009 (October 3, 2008)

Remote Dynamics, Inc.

(Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

DELAWARE		0-26140	51-0352879
Delaware	0-26140	51-0352879
(State or Other Jurisdiction of		(Commission File	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation or Organization)		Number)	Identification Number)

200 Chisholm Place, Suite 120, Plano, Texas 75075

~~1155 Kas Drive, Suite 100, Richardson, Texas 75081~~ (Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) ~~(Zip Code)~~

(214) 440-5212

(Registrant’'s telephone number~~, including area code: (972~~) ~~301-2000~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously ~~satisfy~~ satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions 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))

~~Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.~~ 1

OnThis Current ~~July 8,~~Report ~~2006,~~on weForm ~~disclosed~~8-K ~~the~~and ~~appointment~~other reports filed by ~~our~~the ~~Board~~Registrant offrom ~~Directors~~time to oftime ~~Phillip~~with K.the ~~Hunter, age~~Securities ~~64,~~and toExchange ~~serve~~Commission on(collectively the ~~Board~~“Filings”) contain offorward ~~Directors.~~looking Nostatements ~~family~~and ~~relationship~~information ~~exists~~that ~~between~~are ~~any~~based ofupon ~~our~~beliefs ~~officers~~of, ~~directors~~and orinformation ~~principal~~currently ~~shareholders~~available to, the Registrant’s management, as well as estimates and ~~Mr. Hunter.~~assumptions ~~Mr. Hunter~~made ~~has~~by ~~held~~the ~~numerous~~Registrant’s ~~senior~~management. When used in ~~executive~~the ~~positions~~Filings ~~with~~the ~~IBM~~words “anticipate”, GE“believe”, ~~Capital~~“estimate”, ~~Compaq~~“expect”, ~~Computer Corp~~“future”, “intend”, ~~EDS~~“plan” ~~and~~or ~~D.E.~~the ~~Shaw~~negative &of ~~Co.~~these ~~From~~terms and similar expressions as they ~~November 2000~~relate to ~~January 2004,~~the MrRegistrant or the Registrant’s management identify forward looking statements. ~~Hunter~~ ~~held~~Such statements reflect the ~~position~~current view of ~~Chief~~the ~~Strategy~~Registrant ~~Officer~~with respect atto ~~D.E.~~future ~~Shaw Development~~events ~~LLC.~~and ~~From~~are ~~November 1999~~subject to ~~November 2000~~risks, ~~Mr. Hunter~~uncertainties, ~~held~~assumptions and other factors relating to the ~~position~~Registrant’s ofindustry, ~~Corporate~~operations and results ~~Vice~~of ~~President~~operations and ~~President~~any ofbusinesses ~~the~~that ~~Northeast~~may ~~region~~be ~~for~~acquired ~~I-Solutions~~by ~~U.S.~~the MrRegistrant. ~~Hunter~~ ~~holds a~~Should ~~Bachelor~~one or more of ~~Science~~these ~~degree~~risks inor ~~Business~~uncertainties ~~Management~~materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from ~~Fordham~~those ~~University~~anticipated, ~~Marymount~~believed, ~~College.~~estimated, expected, intended or planned.

~~On July 11, 2006, we disclosed the appointment by our Board of Directors of Chris Phillips, age 34, to serve on the Board of Directors~~Item8. ~~No family relationship exists between any of our officers, directors or principal shareholders and Mr~~01. ~~Phillips, although he is a member of Midtown~~ Other Partners & Co., LLC (“Midtown”), which served as the broker for the Company’s capital raise in February. Midtown also loaned the Company $20,125.00 as part of the capital raise. As a result of this transaction, Mr. Phillips owns a beneficial interest in 1,720,613 warrants. In addition, Mr. Phillips is the managing member of Pasco Capital, LLC which loaned the Company $28,750.00 in the February 2006 capital raise and received 368,750 warrants as part of that transaction. Since August 2004, Mr. Phillips has served as the President of Apogee Financial Investments, Inc., a merchant bank and NASD licensed broker-dealer. From August 2000 to August 2004, Mr. Phillips had been the Chief Financial Officer of a consulting company. Mr. Phillips currently serves as a Board Member of Telzuit Medical Technologies, Inc. (OTCBB:TZMT) and Quest Oil (OTCBB:QOIL) and as an advisory board member for a number of additional public and private companies. Mr. Phillips holds a Bachelors of Science Degree in Accounting and Finance and a Masters of Accountancy, with a concentration in Tax, from the University of Florida. Mr. Phillips is a Florida licensed Certified Public Accountant. Events

In ~~accordance with~~ the fourth ~~Company’s~~quarter ~~By-Laws~~of 2008, ~~all~~we ofmade ~~our~~payments ~~executive~~to ~~officers~~certain ~~are~~holders ~~appointed~~of byour ~~the~~secured ~~Board~~convertible notes of ~~Directors~~amounts todue ~~serve~~under ~~until~~the ~~their~~notes ~~successors~~by ~~are~~issuing ~~appointed.~~shares ~~Mr. Hunter~~of ~~and~~our ~~Mr. Phillips will~~common ~~serve~~stock asin ~~directors~~accordance ~~until~~with the ~~next~~terms ~~annual meeting~~ of ~~our~~the ~~shareholders~~notes. These orpayments ~~until each successor is~~were ~~elected~~in ~~and~~the ~~qualified.~~form ~~There~~of ~~are~~69,701,281 noshares ~~transactions~~of toour ~~which~~common ~~the~~stock ~~Company~~in orsatisfaction ~~any~~ of ~~its subsidiaries~~ is$69,881 of aobligations ~~party~~due ~~and~~under inthe ~~which Mr~~notes. ~~Hunter~~ These ~~has~~represent issuance aprices ~~material~~ranging ~~interest~~from ~~subject~~$0.000267 to ~~disclosure~~$0.00616 ~~under~~per ~~Items~~share ~~404~~(~~a) and~~for ~~404(b~~the Series A Notes) ofand ~~Regulation S-B~~$0.000396 ofto ~~the~~$0.00477 ~~Securities~~per ~~Act~~share of(for ~~1933,~~the asSeries ~~amended.~~B Notes).

2On December 23, 2008, Bounce Mobile Systems, Inc. converted 225 shares of Series C Preferred Stock into 603,560,689 shares of our common stock in accordance with the terms of the Series C Preferred Stock.

In January 2009, we made payments to certain holders of our secured convertible notes of amounts due under the notes by issuing shares of our common stock in accordance with the terms of the notes. These payments were in the form of 1,896,365,070 shares of our common stock in satisfaction of $540,884 of obligations due under the notes. These represent issuance prices ranging from $0.0001 to $0.000587 per share (for the Series A Notes) and $0.000219 to $0.000477 per share (for the Series B Notes).

As a result of the foregoing payments, one of our Series A note holders, who had previously issued a notice of default to us, has been repaid in full.

As of January 31, 2009, there were 2,574,223,572 shares of our common stock outstanding.

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.

		REMOTE DYNAMICS, Inc.
Date: February 4, 2009	REMOTE DYNAMICS, INC.
		/s/ Neil Read
	By: /s/ Gary Hallgren
		Neil Read
	Name: Gary Hallgren
		Vice President, Chief Financial Officer, Treasurer and
	Title: Chief Executive Officer
		Secretary
Date: July 13, 2006

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