UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549FORM 8-K~~ STATES

SECURITIES ~~CURRENT REPORTPursuant to~~AND ~~Section~~EXCHANGE ~~13 or 15 (d) of the Securities Exchange Act of 1934~~ COMMISSION

~~May 6~~Washington, DC ~~2009 Date of Report (Date of earliest event reported)~~20549

FORM 8-K

CURRENT REPORT

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

June 26, 2009

Date of Report (Date of earliest event reported)

INPLAY TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	~~001-15069~~	88-0308867
(State or OtherJurisdiction of Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	001-15069 (Commission File Number)	(IRS Employer Identification No.)

~~13845~~P.O. ~~North~~Box ~~Northsight~~28936 ~~Boulevard~~ Scottsdale, Arizona ~~85260~~85255 (Address of principal executive offices) (Zip Code)

(480) 586-3300 (Registrant'’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to ~~simultaneously~~ simultaneously satisfy the filing obligation of the ~~registrantunder~~registrant under any of the following provisions:

⃞ ¨ 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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0201. ~~Termination~~ ofEntry into a Material Definitive Agreement.

On ~~May 7~~June 26, 2009, InPlay Technologies, Inc., a Nevada corporation (the “Company”), ~~announced that it had terminated pursuit of a merger~~and ~~agreement~~its ~~with~~wholly ~~U.S.~~owned ~~Rental~~subsidiary ~~Housing~~FinePoint ~~REIT~~Innovations, Inc. (~~USRHR~~“FinePoint”)., ~~The companies had~~ executed a binding ~~Letter~~Asset ofPurchase ~~Intent~~Agreement (“~~LOI~~APA”) onwith ~~March~~Wacom 10Co., ~~2009,~~Ltd. in(the ~~which~~“Buyer”) ~~USRHR~~pursuant ~~had~~to which the Company has agreed to ~~provide~~sell substantially ~~funding~~all ~~for~~of ~~audit~~its assets, including all of the ownership rights, title and ~~consulting~~interest ~~fees~~in asand to the intellectual property pertaining to the digital ~~well~~computer aspen ~~working~~and ~~capital.~~digitizer Assegment of ~~May~~ 5,the ~~2009~~Company’s business, ~~USRHR~~including ~~had~~without limitation ~~not~~the ~~provided~~human interface device technology used in the Magic Point Pen and ~~funding~~the toWrite ~~InPlay~~Sense products.

The Aproposed ~~copy~~purchase ofprice ~~the~~is ~~press~~$2 ~~release~~million, ~~issued~~of onwhich ~~May 7~~$100,000 ~~2009,~~was ispreviously ~~attached~~paid asto ~~Exhibit~~the 99Company upon execution of a Letter of Intent.1.

The ~~Item~~transaction is subject to various covenants and conditions, including obtaining ~~8.01. Other~~approval ~~Events~~of the Company’s stockholders.

In Onconnection ~~May~~with 7,the ~~2009~~APA, ~~InPlay~~the ~~Technologies~~Company, ~~Inc.~~FinePoint, ~~issued~~and athe ~~press~~Buyer ~~release announcing~~entered ~~plans~~into toa Loan ~~terminate~~and ~~registration~~Security ofAgreement. The ~~its~~discussion ~~common~~contained ~~stock~~in ~~under~~Item ~~the Securities Exchange Act of 1934, as amended~~2.03 Ais hereby ~~copy~~incorporated ofby ~~the~~reference ~~press~~in ~~release is~~this ~~attached~~Item ~~as Exhibit 99.~~1. 01.

Item 92.~~01.~~ 03 Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits.~~an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On June ~~(d)~~26, ~~Exhibit(~~2009, the Company and FinePoint entered into a Loan and Security Agreement with Buyer pursuant to which Buyer has made an interest-free loan of $1.9 million to the Company. Buyer disbursed $350,000 to the Company and deposited $1.55 million in a depository account to be held by Buyer. The maturity date of the loan is October 5, 2009. The loan is secured by the cash in the depository account as well as substantially all of the assets of the Company and FinePoint. The Company intends to use the initial $350,000 for legal, accounting and consulting fees, as well as working capital to close the transactions contemplated by the APA, which is subject to stockholder approval and other regulatory approvals, as necessary. Under the terms of the APA, at the closing of the transactions contempated by the APA the Buyer will forgive the Company’s) obligations under the Loan and Security Agreement and release the cash retained in the depository account to the Company.

Item ~~99.1 Press release from InPlay Technologies, Inc., dated May~~ 7~~, 2009, titled “InPlay Technologies Receives Terminates Pursuit of Merger Agreement with U~~.S.01 ~~Rental~~Regulation ~~Housing~~FD ~~REIT and Announces Intention to Deregister Common Stock with the SEC”~~ Disclosure

Due to a lack of funds, the Company has ceased operations and is focused on the sale of its assets. Assuming stockholder approval is obtained, and the asset sale described above is completed, the Company intends to use the remaining cash to negotiate, settle and satisfy to the best of its ability obligations with all of its creditors.

Item 9.01 Financial Statements and Exhibits

2.5	Asset Purchase Agreement, dated June 26, 2009, between InPlay, FinePoint, and Wacom Co. Ltd.

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.

				InPlay Technologies, Inc.
			InPlay Technologies, Inc. (Registrant)
				(Registrant)
Date: July 6, 2009		By:	/s/ Mark R. Sokolowski
Date:	May 7, 2009		By:	/s/ Mark R. Sokolowski
			Mark R. Sokolowski
				Mark R. Sokolowski
			Chief Financial Officer
				Chief Financial Officer

EXHIBIT INDEX

2.5	Asset Purchase Agreement, dated June 26, 2009, between InPlay, FinePoint, and Wacom Co. Ltd.

Filing Compare · InPlay Technologies, Inc.