UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

~~April~~May 166, 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 Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	13845 North Northsight Boulevard
	Scottsdale, Arizona 85260
	(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 satisfy the filing obligation of the registrantunder 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 3 1.0102. Termination ~~Notice~~ of ~~Delisting~~a orMaterial ~~Failure~~Definitive ~~to Satisfy Continued Listing Rule or Standard; Transfer of Listing~~Agreement.

On ~~April~~May 167, 2009, ~~the~~InPlay ~~Company~~Technologies, ~~received~~Inc., a ~~Staff~~Nevada ~~Determination~~corporation ~~letter~~(the ~~from~~“Company”) ~~Nasdaq indicating~~announced that ~~the~~it ~~Company~~had isterminated ~~subject~~pursuit ~~to delisting proceedings due to non-payment~~ of ~~certain~~a ~~outstanding fees as required~~merger ~~for~~agreement ~~continuing~~with ~~listing~~U.S. ~~set~~Rental ~~forth~~Housing inREIT, ~~Nasdaq’s~~Inc. ~~Listing Rule 5210~~(dUSRHR). ~~If the~~The ~~Company~~companies ~~elects not to appeal the Delisting Notice, the trading of~~had ~~the~~executed ~~Company’s~~a ~~common~~binding ~~stock~~Letter ~~will~~of beIntent ~~suspended~~(“LOI”) ~~at the opening of business~~ on ~~April~~March 2710, 2009, ~~and~~in ~~a Form25-NSE will be filed with the SEC~~ which ~~will~~USRHR ~~remove~~had ~~the~~agreed ~~Company’s~~to ~~common~~provide ~~stock~~funding ~~from~~for ~~listing~~audit and ~~registration~~consulting onfees as ~~The~~well ~~Nasdaq~~as ~~Stock~~working ~~Market~~capital. IfAs ~~the~~of May ~~Company~~5, ~~does request a hearing before a Nasdaq Listing Qualifications Panel~~2009, ~~there~~USRHR ~~can~~had benot ~~no assurance that the~~provided ~~Panel~~funding ~~with~~to ~~grant the Company’s request for continued listing~~InPlay.

~~The~~A ~~Delisting~~copy ~~Notice~~of ~~also states that~~ the ~~Company’s~~press ~~securities~~release ~~will~~issued ~~not be immediately eligible to trade~~ on ~~the~~May OTC Bulletin Board or in the “Pink Sheets.” The securities may become eligible if a market maker makes application to register in and quote the security in accordance with SEC Rule 15c2-117, ~~and such application (a “Form 211”) is cleared. Pursuant to FINRA Marketplace Rules 6530 and 6540~~2009, ~~a Form 211 cannot be cleared if the Company~~ is ~~not~~attached ~~current in its filing obligations with the~~as ~~SEC.~~Exhibit ~~Only a market maker, not the Company, may file a Form 211~~99.1.

~~SIGNATURES~~Item 8.01. Other Events.

~~Pursuant~~On toMay 7, 2009, InPlay Technologies, Inc. issued a press release ~~the~~announcing ~~requirements~~plans ofto ~~the~~terminate ~~Securities~~registration ~~Exchange~~of ~~Act~~its ofcommon ~~1934,~~stock ~~the~~under ~~Registrant~~the ~~has~~Securities ~~duly~~Exchange ~~caused~~Act ~~this~~of ~~report~~1934, toas beamended. ~~signed~~A oncopy ~~its~~of ~~behalf~~the bypress ~~the~~release ~~undersigned~~is ~~hereunto~~attached ~~duly~~as ~~authorized~~Exhibit 99.1.

			InPlay Technologies, Inc.
			(Registrant)
Date:	April 22, 2009	By:	/s/ Mark R. Sokolowski
			Mark R. Sokolowski
			Chief Financial Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit(s)

99.1 Press release from InPlay Technologies, Inc., dated May 7, 2009, titled “InPlay Technologies Receives Terminates Pursuit of Merger Agreement with U.S. Rental Housing REIT and Announces Intention to Deregister Common Stock 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.

			InPlay Technologies, Inc.
			(Registrant)


Date:	May 7, 2009	By:	/s/ Mark R. Sokolowski
			Mark R. Sokolowski
			Chief Financial Officer

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