UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549~~

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT~~DC ~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~20549

~~Date of report (Date of earliest event reported) February 16, 2007~~ ———————

~~Dinewise,~~FORM ~~Inc. (Exact Name of Registrant as Specified in Its Charter)~~8-K

~~Nevada (State or Other Jurisdiction of Incorporation)~~———————

333-100110	01-0741042
(Commission File Number)	(IRS Employer Identification No.)

CURRENT REPORT PURSUANT

500 Bi-Country Boulevard, Suite 400
Farmingdale, NY	11735
(Address of Principal Executive Offices)	(Zip Code)

TO SECTION 13 OR 15(D) OF THE

~~(631)~~SECURITIES ~~694-1111~~EXCHANGE ~~(Registrant’s~~ACT ~~Telephone~~OF ~~Number, Including Area Code)~~1934

~~N/A~~Date ~~(Former~~of ~~Name~~report or(Date ~~Former~~of ~~Address,~~earliest ifevent ~~Changed~~reported) March ~~Since~~5, ~~Last Report)~~2009

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 Instruction A.2. below): ———————

~~Written~~Dinewise, ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~Inc.~~425)~~

~~Soliciting material~~(Exact ~~pursuant~~Name toof ~~Rule~~Registrant ~~14a-12~~as ~~under~~Specified ~~the~~in ~~Exchange~~Its ~~Act (17 CFR 240.14a-12~~Charter)

~~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))

333-100110

Nevada

01-0741042

(Commission

File Number)

(State or Other

Jurisdiction of Incorporation)

(IRS Employer

Identification No.)

~~Item 1.01~~500 ~~Entry~~Bi-Country ~~into~~Boulevard, aSuite ~~Material Definitive Agreement.~~ 400

~~On February 16~~Farmingdale, ~~2007~~NY, Dinewise Inc., a Nevada corporation (the “Company”), issued and sold to one of its existing investors, Dutchess Private Equities Fund, Ltd. (“Dutchess”), $1,750,000 principal amount Debenture due March 31, 2009 (the “Debenture”) and a warrant to purchase 4,000,000 shares of the Company’s common stock, par value $0.001 per share(“Common Stock”), at an exercise price of $0.25 per share (the “Warrant”). 11735

~~The Debenture is convertible at any time, at the option of Dutchess, into shares of Common Stock at a conversion price equal to the lesser of~~ (i)Address ~~75%~~ of ~~the~~Principal ~~lowest~~Executive ~~closing bid price of the Common Stock during the 10 trading days immediately prior to the date that Dutchess sends the Company a signed conversion notice; or (ii) $0.51 per share. In addition~~Offices, ~~pursuant~~ toZip the Debenture, the Company may not effect any conversion of the Debenture and Dutchess is not permitted to convert the Debenture into shares of Common Stock if such conversion would give Dutchess a beneficial ownership of more than 4.99% of the outstanding shares of Common Stock. Code)

The Company will pay monthly interest on the outstanding principal amount of the Debenture at a rate per annum equal to 14%, commencing on March 31, 2007, and on the last day of each consecutive calendar month thereafter until the principal amount is paid in full. Amortizing payments of interest and the aggregate principal amount outstanding under the Debenture will be made by the Company commencing on June 30, 2007 and on the last business day of each succeeding month thereafter in the following amounts: (i631) on June 30, 2007 and for two consecutive months thereafter, $15,000; (ii) on September 30, 2007 and for five consecutive months thereafter, $20,000; (iii) on March 31, 2008 and for five consecutive months thereafter, $35,000; (iv) on September 30, 2008 and for five consecutive months thereafter, $70,000; and (v) on March 31, 2009, all amounts then due and payable under the Debenture. The Company may prepay the Debenture at any time from time to time without penalty. 694-1111

~~The Debenture contains certain events of default that are customarily included in financings of this nature. If an event of default occurs, Dutchess may~~ (~~i) elect to secure a portion of the Company~~Registrant’s ~~assets~~Telephone in Pledged Collateral (as defined in the Debenture; (ii) garnish revenue from the Company in an amount that will repay the Debenture; (iii) exercise its right to increase the outstanding principal amount of the Debenture by 5% as an initial penaltyNumber, ~~and~~Including byArea ~~5% for each subsequent event of default; or (iv~~Code) ~~increase the unpaid principal amount of the Debenture by 2.5% per month (pro rata for partial periods) as liquidated damages.~~

The Company’s obligations under the Debenture are secured by a lien on all assets of the Company in favor of Dutchess pursuant to an Amended and Restated Security Agreement, dated February 16, 2007, among the Company, two of its subsidiaries, New Colorado Prime Holdings, Inc. and Colorado Prime Corporation (the “Subsidiaries”), and Dutchess and guaranteed by the Subsidiaries pursuant to a Secured Continuing Unconditional Guaranty, dated February 16, 2007, made by the Subsidiaries in favor of Dutchess. N/A

~~The Warrant issued to Dutchess has an exercise period of five years from the date of issuance and an exercise price equal to $.25 per share. The Warrant vests and becomes exercisable as follows:~~ (i)Former ~~500,000~~Name shares of Common Stock vest on the date of issuance and (ii) 500,000 shares of Common Stock vest on June 30, 2007 and each subsequent three months thereafter while there is an outstanding principal amount of the Debenture. The exercise price of the Warrant will be adjusted and the number of shares of Common Stock to be issued upon exercise of the Warrant will be adjusted upon the occurrence of, among other things, the payment of a stock dividend, a stock split, the merger or ~~sale~~Former ~~of the Company~~Address, or reclassification of the Company’s capital. In addition, the Warrant includes certain anti-dilution provisions in connection with future issuances by the Company of securities which would entitle the holder to acquire Common Stock below the then applicable exercise price. The Company may not effect any exercise of the Warrant and Dutchess is not permitted to exercise the Warrant into shares of Common Stock if ~~such exercise~~Changed ~~would~~Since ~~give~~Last ~~Dutchess a beneficial ownership of more than 4.99% of the outstanding shares of Common Stock of the Company~~ Report)

~~Item~~Check ~~2.03.~~the ~~Creation~~appropriate ofbox abelow ~~Direct Financial~~if ~~Obligation~~the orForm an8-K ~~Obligation~~filing ~~under~~is anintended ~~Off-Balance~~to ~~Sheet~~simultaneously ~~Arrangement~~satisfy the filing obligation of ~~a Registrant~~the registrant under any of the following provisions (see General Instruction A.2. below):

~~Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by reference, for a description of the terms of the sale of the Debenture and the Warrant to Dutchess.~~ ¨

~~Item~~Written ~~3.02.~~communications ~~Unregistered~~pursuant ~~Sales~~to ofRule ~~Equity~~425 under the Securities Act (17 CFR 230.425)

Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by reference, for a description of the terms of the issuance of the Warrant. The Debenture and the Warrant were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Act”), on the basis that their issuance did not involve a public offering. No underwriting fees or commissions were paid by the Company in connection with such sale and Dutchess represented to the Company that it is an “accredited investor,” as defined in the Act. ¨

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

~~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: February 16, 2007	Dinewise, Inc.
	By: /s/ Thomas McNeill
	Name: Thomas McNeill
	Title: Vice President and Chief Financial Officer

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 1.01

Entry into a Material Definitive Agreement.

On March 5, 2009, Dinewise Inc. (the “Company”), entered into a waiver agreement with Dutchess Private Equities Fund, Ltd. (the “Lender”) with respect to its July 14, 2006 Debenture Agreement and its February 16, 2007 Debenture Agreement, as amended to date, (collectively, “Debentures”), its Subscription Agreement dated July 14, 2006, its Debenture Registration Rights Agreement dated July 14, 2006, and any and all other documents and agreements executed in connected with the transactions contemplated by the Debentures (collectively the “Transaction Documents”). The material changes are as follows:

1) The Lender waived all covenants and Events of Default, set forth in the Transaction Documents, in connection with the Company’s Listing and Reporting Obligations, including the below mentioned Event of Default and covenants.

(i) The Subscription Agreement requires the Company to file all reports required to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “1934 Act”) and to maintain its status as a reporting company under the 1934 Act.

(ii) The Subscription Agreement requires the Company to file all reports required to be filed under the Sarbanes–Oxley Act (“S-OX”) and to remain compliant with S-OX and its rules and regulations.

(iii) The Subscription Agreement requires the Company to make available to the Lender certain financial information.

(iv) The Subscription Agreement requires the Company to maintain the listing of the Company’s Common Stock on a national securities exchange and an automated quotation system.

(v) The Debenture Registration Rights Agreement requires the Company to pay the Lender certain amounts in case of any suspension in the Lender’s right to sell securities under a registration statement , until such suspension ceases.

(vi) Under the Debentures, an Event of Default occurs upon the suspension or delisting of the Company’s Common Stock from any recognized exchange including electronic over-the-counter bulletin board.

2) The Company and the Lender further agreed as follows:

Effective with the quarter ended March 29, 2009, and each quarter thereafter, the Company shall provide the Lender with a quarterly income statement and balance sheet consistent with the format provided in previous Form 10Qs. The quarterly income statement and balance sheet shall be provided by the 45th day following the Company’s fiscal quarter end (next business day following the 45^th day if on a weekend or Holiday).

If Lender requests, effective with the fiscal month ended May 3, 2009 , the Company shall provide a monthly income statement and balance sheet to the Lender by the 30th day following the fiscal month end (next business day following the 30^th day if on a weekend or Holiday).

Effective for the Company’s fiscal year end December 27, 2009, should the Lender request an external accountant’s compilation report, that report shall be provided to the Lender by the 90th day following the fiscal year end (next business day following the 90^th day if on a weekend or Holiday) and shall be provided at the Company’s own expense. The Lender shall provide the Company with at least 60 days written notice of this request.

3) The Company shall immediately issue to the Lender three hundred and seventy thousand (370,000) shares of the Company’s Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

See Item 1.01 above.

Item 8.01

Other Events.

As a result of the waiver agreement, the Company anticipates filing a Form 15 with the Securities and Exchange Commission to terminate its reporting obligations under the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

10.1 Waiver, dated March 5, 2009, by and between the Company and Dutchess.

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: March 6, 2009	Dinewise, Inc.


	By:	/S/ THOMAS MCNEILL
	Name:	Thomas McNeill
	Title:	Vice President and Chief Financial Officer

Exhibit Index


Exhibit No.		Description
10.1		Waiver, dated March 5, 2009 by and between the Company and Dutchess.

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