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

Date of Report (Date of earliest event reported): May 110, 2012

SPOT MOBILE INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-22636	75-2461665
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4950 Yonge Street, Suite 900

North York, Ontario M2N 6K1

(Address of principal executive offices, including zip code)

(416) 229-9333

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

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))

Unless otherwise indicated in this Current Report or the context otherwise requires, all references in this Current Report to “Spot Mobile International,” the “Company,” “us,” “our” or “we” are to Spot Mobile International Ltd.

Item 2.0401 ~~Triggering~~Completion ~~Events~~of ~~That~~Acquisition ~~Accelerate~~ or ~~Increase~~Disposition aof ~~Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Assets.

OnAs ~~May~~previously 1disclosed, ~~2012,~~as ~~we received~~ a ~~notice~~result of ~~default from~~ a ~~third~~default ~~party~~on ~~lender~~our ~~with~~senior ~~respect~~secured tonote aand ~~Convertible~~operating ~~Promissory~~losses ~~Note,~~to ~~dated February 28~~date, ~~2011,~~we ~~executed~~have byincurred ~~the~~a ~~Company~~working incapital ~~favor~~deficiency ofexceeding a$6.6 ~~third party lender~~million. ~~Pursuant~~We todo ~~the~~not ~~notice~~have ofsufficient ~~default,~~cash ~~all amounts due under the Convertible Promissory Note were accelerated due~~ to ~~the~~continue ~~Company’s~~operations ~~failure to make required payments~~ and, ~~the~~following ~~lender~~several ~~demanded~~months ~~full~~of ~~payment~~negotiations, ofwe ~~the~~were ~~principal~~unable ~~amount~~to ofreach ~~$500,000~~a ~~together~~settlement with ~~all~~our ~~accrued~~senior ~~interest~~secured ~~thereon~~lender. ~~The~~Due ~~notice~~to ~~states~~these ~~that~~circumstances ifand ~~full~~an ~~payment~~inability isto ~~not~~obtain ~~made~~alternative ~~within five business days~~financing, ~~the~~we ~~lender~~were ~~would~~required ~~proceed~~ to ~~enforce~~dispose ~~all~~ of ~~its~~our ~~rights~~two ~~and~~operating ~~remedies~~subsidiaries ~~under~~as ~~the~~further ~~Convertible~~described ~~Promissory Note~~below.

On May 110, 2012, ~~Spot~~Mr. ~~Mobile~~Prepaid, ~~Corp~~Inc., our wholly-owned subsidiary (“~~SMC~~Mr. Prepaid”), ~~received~~executed a ~~notice~~general ofassignment ~~default~~for ~~from~~the abenefit ~~third~~of ~~party~~creditors ~~lender~~pursuant ~~with respect~~ to aFlorida ~~Secured~~law ~~Promissory Note, dated September 16, 2011, executed by SMC~~ in favor of ~~the~~Philip ~~third~~Von ~~party~~Kahle ~~lender~~(the “Assignee”). ~~The~~On ~~Secured~~May ~~Promissory~~11, ~~Note~~2012, ~~evidences~~ a ~~revolving~~petition ~~line~~commencing ofthe ~~credit~~assignment ~~facility~~for in the ~~principal~~benefit ~~amount~~ of upcreditors towas ~~$3,000,000~~filed ~~and~~on isbehalf ~~secured~~of bythe aAssignee, ~~lien~~with ~~on all of~~ the ~~assets~~Circuit ofCourt ~~SMC~~located ~~and~~in aMiami-Dade ~~pledge~~County, ofFlorida ~~the~~under ~~capital~~case ~~stock~~number of12-18735 ~~SMC~~CA 30. Pursuant to the ~~notice~~assignment offor ~~default, immediate payment of~~ the ~~outstanding~~benefit ~~principal amount~~ of $1creditors,~~345,000~~ ~~together with~~ all ~~accrued~~of ~~interest~~the ~~thereon~~assets ~~was~~of ~~demanded~~Mr. ~~The~~ ~~notice~~Prepaid ~~states~~have ~~that~~been ifassigned ~~full~~to ~~payment~~the isAssignee ~~not~~who ~~made~~will ~~immediately,~~administer ~~the~~such ~~lender~~assets ~~would~~in ~~proceed~~accordance towith ~~enforce~~Chapter ~~all~~727 of ~~its rights and remedies under~~ the ~~Secured~~Florida ~~Promissory Note and related security documents~~Statutes.

OnAs previously disclosed, on May 1, 2012, Spot Mobile Corp, our wholly-owned subsidiary (“SMC”) received a notice of default from a third party lender with respect to ana ~~Assumption~~Secured ~~Agreement~~Promissory Note, dated ~~October~~September 2916, ~~2010~~2011, ~~pursuant~~executed toby ~~which~~ SMC ~~assumed~~in ~~indebtedness~~favor inof the ~~principal~~third ~~amount~~party lender (the “Secured Note”). SMC was unable to make timely payment of the $1,~~175~~345,000 atprincipal anamount, ~~annual~~together ~~rate~~with ofaccrued interest, ofdue ~~10%~~under the Secured Note. ~~Such~~The ~~indebtedness~~Secured isNote was secured by a lien on all of the assets of SMC and a pledge of the capital stock of SMC. ~~Pursuant~~Due to SMC’s inability to satisfy the ~~notice~~amounts ofdue ~~default,~~under ~~immediate~~the ~~payment~~Secured ofNote and the ~~outstanding~~lack ~~principal~~of ~~amount~~funds ~~together~~available ~~with~~to ~~all~~SMC ~~accrued~~in ~~interest~~the ~~thereon~~foreseeable ~~was~~future ~~demanded. The~~to ~~notice~~pay ~~states~~such amounts, our board of directors determined that ifit ~~full~~was ~~payment~~in isthe ~~not~~best ~~made~~interests ~~immediately~~of the Company, in order to avoid the ~~creditor~~necessity, ~~party~~expense ~~would~~and ~~proceed~~inconvenience of legal proceedings, to ~~enforce~~surrender to the third party lender all of ~~its~~the ~~rights~~outstanding ~~and~~capital ~~remedies~~stock of SMC in satisfaction of all amounts due under the ~~Assumption~~Secured ~~Agreement~~Note. Accordingly, effective May 11, 2012, all of the shares of SMC capital stock were transferred to the third party lender and ~~related~~SMC ~~security~~is ~~documents~~no longer a subsidiary of the Company.

2Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2012, Valerie Ferraro resigned from all of her positions with the Company and its subsidiaries, including as a member of the Board of Directors of the Company. Ms. Ferraro’s resignation was effective immediately. Ms. Ferraro’s determination to resign as an officer and director of the Company was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On May 15, 2012, Matthew D. Liotta resigned as a member of the Board of Directors of the Company. Mr. Liotta’s resignation was effective immediately. Mr. Liotta’s determination to resign as a director of the Company was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

SIGNATURE

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

	SPOT MOBILE INTERNATIONAL LTD.
Dated: May 2, 2012	By: /s/ Charles J. Zwebner
Dated: May 15, 2012	By: /s/ Charles J. Zwebner
	Charles J. Zwebner
	Chief Executive Officer

Filing Compare · SPOT MOBILE INTERNATIONAL LTD.