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: December 19, 2008~~_____________________

Date of report: January 30, 2009

(Date of earliest event reported)

INCENTRA SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-16031	86-0793960
(Commission File No.)	(I.R.S. Employer Identification No.)

1140 Pearl Street

Boulder, Colorado 80302

(Address of principal executive offices; zip code)

(303) 449-8279

(Registrant’s telephone number, including area code)

N/A

(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 ( see General Instruction A.2. below):

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 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

~~SECTION~~ Item 1 –.01 ~~REGISTRANTS~~Entry ~~BUSINESS~~into ~~AND~~a ~~OPERATIONS~~Material Definitive Agreement

~~Item~~Incentra 1Solutions , Inc.01 (“Incentra” ~~Entry~~or ~~Into~~the A“Company”) ~~Material~~has ~~Definitive~~been in discussions with its secured lenders, a group of investment funds managed by Valens Capital Management, LLC and Laurus Capital Management, LLC (the “Existing Lenders”), regarding certain defaults or prospective defaults by the Company under its existing loan agreements. As a result of such discussions, as of February 4, 2009, the Company and its subsidiaries (collectively, the “Sellers”) entered into an Asset Purchase Agreement with the Existing Lenders or their affiliates or nominees (the “Purchasers”) under which the Sellers have agreed, subject to the conditions set forth in such agreement, to sell all or substantially all of their assets used in connection with their business to the Purchasers (or their nominee) in a sale conducted under Bankruptcy Court supervision. As required by the Bankruptcy Code, the sale of the assets to the Purchasers will be subject to overbidding by any other prospective purchasers.

~~Effective~~The ~~December~~assets ~~19,~~to ~~2008, we~~be ~~entered~~acquired ~~into~~under anthe ~~agreement~~Asset ~~with~~Purchase LVAgreement ~~Administrative~~are expected to include ~~Services,~~all ~~Inc.~~of the Sellers’ business facilities, as ~~administrative~~well ~~and~~as ~~collateral~~leasehold ~~agent~~improvements, ~~for each of~~ ~~Valens~~tangible ~~U.S.~~personal ~~SPV~~property, Iintangible property, ~~LLC~~leases (and ~~“Valens~~contracts, ~~U.S.”)~~accounts receivable, inventory and ~~Valens~~business ~~Offshore~~records. The ~~SPV~~consideration IIto ~~( “Valens~~be ~~Offshore”)~~paid ~~that~~for ~~allows~~the uspurchased toassets, ~~borrow~~subject up to ~~$1.5~~certain ~~million~~adjustments, ~~(the~~is ~~“Overadvance”)~~expected into ~~excess~~consist of ~~the~~(a) ~~formula~~a ~~amount~~credit ~~otherwise~~bid ~~permitted~~by tothe bePurchasers ~~borrowed~~of ~~under~~the ~~our~~aggregate principal, ~~existing~~accrued ~~revolving~~interest, ~~loan~~and ~~facility~~fees, ~~with~~costs, ~~Laurus~~and ~~Master~~other ~~Fund,~~outstanding ~~Ltd.~~charges upowed ~~through~~by ~~and~~the ~~including~~Company, ~~January~~(b) 5,the ~~2009. Interest~~amounts onnecessary ~~the~~to ~~amount~~cure, ofup ~~any~~to ~~Overadvance~~a certain limitation, ispre-bankruptcy ~~payable~~monetary ~~monthly~~defaults inunder ~~arrears~~certain atcontracts, ~~our~~and ~~current~~(c) ~~rate~~assumption ~~which~~of certain liabilities. The sale of assets is ~~equal~~subject to ~~ten~~a ~~percent~~number of ~~(10%)~~conditions, ~~per~~including ~~annum~~Bankruptcy Court approval. In ~~The~~addition, ~~terms~~the Purchasers ofare entitled to terminate the ~~revolving~~Asset ~~loan~~Purchase ~~facility~~Agreement ~~were~~upon ~~previously~~the ~~reported~~occurrence of certain events or defaults by the Sellers.

InAlso as ~~connection~~part of its discussions with the ~~Overadvance~~Purchasers, weand ~~agreed~~ to ~~pay~~ensure auninterrupted ~~fee~~operations of the ~~$100,000~~business atduring the ~~earlier~~ tobankruptcy, ~~occur~~as of ~~(i)~~ February 64, ~~2010~~2009 ~~or (ii)~~ the ~~date~~Sellers entered ~~upon~~into ~~which~~a ~~all~~debtor-in-possession offinancing ~~our loan~~arrangement ~~obligations~~(the ~~arising~~“DIP ~~under~~Facility”) with the ~~Security~~Existing ~~Agreement,~~Lenders ~~dated~~under ~~February~~which 6,the ~~2006, are~~Company ~~paid~~may ~~in full.~~borrow Atfunds ~~the~~to finance ~~election~~operations ofduring ~~Valens~~its ~~U.S.~~Chapter ~~and~~11 ~~Valens Offshore,~~proceedings. Indebtedness ~~the~~incurred ~~cash~~under ~~fees~~the ~~may~~DIP beFacility ~~paid~~accrues ~~through~~interest at the ~~issuance~~fixed ofannual ~~our~~rate ~~common~~of 15%, ~~stock~~matures ~~based~~ on the ~~share~~ ~~price~~earlier ~~that~~of is(a) the ~~lesser~~closing of the ~~volume~~sale ~~weighted~~of ~~average~~assets ~~trading~~or ~~price of~~(b) ~~our~~April ~~common~~3, ~~stock~~2009, ~~for~~and ~~the~~is ~~ten~~secured ~~(10)~~by ~~trading~~substantially ~~days~~all ~~immediately~~of ~~preceding~~ the ~~date~~assets of ~~this~~ ~~agreement~~the Sellers and ~~the~~by ~~volume~~a ~~weighted~~pledge ~~trading price~~ of ~~our~~the ~~common~~capital stock ~~for~~of the Company’s ~~ten~~subsidiaries. The ~~(10)~~DIP ~~trading~~Facility ~~days~~is ~~immediately~~subject ~~preceding~~to ~~the~~a ~~date~~number ~~upon~~of ~~which~~conditions, including ~~all~~Bankruptcy ofCourt ~~our~~approval. In ~~loan~~addition, the DIP Lenders are ~~obligations~~entitled ~~arising~~to ~~under~~terminate the ~~Security~~DIP ~~Agreement~~Facility ~~dated~~upon ~~February~~the 6,occurrence ~~2006,~~of ~~are~~certain events or ~~paid~~defaults inby ~~full~~the Sellers.

AsItem an inducement to the Overadvance, on December 19, 2008, we also entered into a Reaffirmation and Ratification Agreement with the aforementioned parties pursuant to which we reaffirmed our indebtedness, security and other provisions under the Security Agreement to Valens U1.S.03 ~~and~~Bankruptcy ~~Valens Offshore.~~or Receivership

~~SECTION~~On February 4, 22009, –Incentra ~~FINANCIAL~~and ~~INFORMATION~~all of its subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Petitions are being jointly administered under Case No. 09-10368. The Debtors will continue to operate their businesses as ”debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy court.

Item 2.0304 ~~Creation~~Triggering OfEvents Athat Accelerate or Increase a Direct Financial Obligation Oror Anan Obligation ~~Under~~under Anan Off-Balance Sheet Arrangement ~~Of A Registrant.~~

On January 30, 2009 the Company received a notice of default from LV Adminstrative Services, Inc. as agent for the Existing Lenders. The notice was given under section 19(g), 19(i) and ~~disclosures~~19(j) ~~contained~~of inthe ~~Item~~Security Agreement dated February 6, 2006 (previously filed as exhibit 10.1) and Section 2.011(d) ~~are~~of the Term Note dated July 31, 2007 (previously filed as exhibit 10.67). The notice is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

~~SECTION~~In addition, the filing of the Chapter ~~9 –~~11 ~~FINANCIAL~~Petitions ~~STATEMENTS~~described ~~AND~~in ~~EXHIBITS~~Item 1.03 above constitutes or may constitute an event of default or otherwise triggers or may trigger repayment obligations under the express terms of certain instruments and agreements relating to direct financial obligations of the Debtors (the “Debt Documents”). As a result, all obligations under the Debt Documents would, by the terms of the Debt Documents, have or may become due and payable. The Debtors believe that any efforts to enforce such payment obligations against the Debtors under the Debt Documents are stayed as a result of the filing of the Chapter 11 Petitions in the Bankruptcy Court. The material Debt Documents, and the approximate principal amount of debt currently outstanding thereunder, are as follows:

Security Agreement dated February 6, 2006 due February 6, 2010 with Laurus Master Fund Ltd. and/or its assigns which has a principal balance outstanding of $13.8 million

Term Note dated July 31, 2007 with a maturity date of July 30, 2010 with Calliope Capital Corporation and/or its assigns which has a principal balance outstanding of $10 million

Convertible Promissory Note with a maturity date of August 14, 2010 with Paul Chopra which has a principal balance outstanding of $471,000.

Item 8.01

Other Events

On February 4, 2009, Incentra issued a press release relating to the foregoing, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(c)		Exhibits.
Number		Documents
10.1		Overadvance Letter dated as of December 19, 2008 by and among Incentra Solutions, Inc., Incentra Solutions of the Northwest, Inc. , ManagedStorage International, Incentra Solutions International, Inc. Incentra Solutions of California, Inc., Network System Technologies, Inc., Sales Strategies, Inc. and LV Administrative Services, Inc. as administrative and collateral agent for each of Valens U.S. SPV I, LLC, and Valens Offshore SPV II.
10.2		Reaffirmation and Ratification Agreement dated as of December 19, 2008 by and among Incentra Solutions, Inc., Incentra Solutions of the Northwest, Inc. , ManagedStorage International, Incentra Solutions International, Inc. Incentra Solutions of California, Inc., Network System Technologies, Inc., Sales Strategies, Inc. and LV Administrative Services, Inc. as administrative and collateral agent for each of Valens U.S. SPV I, LLC, and Valens Offshore SPV II.

Number		Documents

99.1		Press Release dated February 4, 2009

99.2		Notice of Default Letter dated January 30, 2009 from LV Adminstrative Services as Agent

SIGNATURES

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

	Incentra Solutions, Inc.
Date: December 24, 2008	By:	/s/ Anthony Di Paolo
Date: February 4, 2009	By:	/s/ Anthony Di Paolo
		Anthony Di Paolo
		Chief Financial Officer

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