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 16, 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 3.01. Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

On April 16, 2009, the Company received a Staff Determination letter from Nasdaq indicating that the Company is subject to delisting proceedings due to non-payment of certain outstanding fees as required for continuing listing set forth in Nasdaq’s Listing Rule 5210(d). If the Company elects not to appeal the Delisting Notice, the trading of the Company’s common stock will be suspended at the opening of business on April 27, 2009, and a Form25-NSE will be filed with the SEC which will remove the Company’s common stock from listing and registration on The Nasdaq Stock Market. If the Company does request a hearing before a Nasdaq Listing Qualifications Panel, there can be no assurance that the Panel with grant the Company’s request for continued listing.

The Delisting Notice also states that the Company’s securities will not be immediately eligible to trade on the 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 15c2-11, and such application (a “Form 211”) is cleared. Pursuant to FINRA Marketplace Rules 6530 and 6540, a Form 211 cannot be cleared if the Company is not current in its filing obligations with the SEC. Only a market maker, not the Company, may file a Form 211.

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:	April 22, 2009	By:	/s/ Mark R. Sokolowski
			Mark R. Sokolowski
			Chief Financial Officer

InPlay Technologies, Inc. 8-K