SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Walters David Allen

(Last)

(First)

(Middle)

30950 RANCHO VIEJO RD. #120

(Street)

SAN JUAN CAPISTRANO

92675

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Remote Dynamics Inc [ RDYM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2008		P		300,110,259	A	⁽⁷⁾	300,110,259	I	By Bounce Mobile Systems, Inc.⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Subordinated Secured Convertible Notes	$0.0006	05/20/2008		S			$600,000	05/20/2008	⁽¹⁰⁾	Common Stock	1,000,000,000	$200,000⁽²⁾	$1,563,000	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series B Subordinated Secured Convertible Notes	$0.0006	05/20/2008		S			$203,226	05/20/2008	⁽¹⁰⁾	Common Stock	338,710,000	$67,742⁽³⁾	$1,359,774	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series B Subordinated Secured Convertible Notes	$0.0006	05/20/2008		P		$203,226		05/20/2008	⁽¹⁰⁾	Common Stock	338,710,000	$67,742⁽⁴⁾	$203,226	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series B Subordinated Secured Convertible Notes	$0.0006	05/21/2008		P		$803,226		05/21/2008	05/21/2011	Common Stock	1,338,710,000	$267,742⁽⁵⁾	$2,163,000	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series E-7 Warrants	$1	05/21/2008		P		86,554,526		05/21/2008	05/21/2015	Common Stock	86,554,526	$267,742⁽⁵⁾	88,002,964	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series F-4 Warrants	$1.5	05/21/2008		P		86,554,526		⁽⁶⁾	⁽⁶⁾	Common Stock	86,554,526	$267,742⁽⁵⁾	88,002,964	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series C Preferred Stock	⁽¹¹⁾	05/09/2008		P		318		05/09/2008	⁽¹⁰⁾	Common Stock	281,519,358	⁽⁸⁾	5,520	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series C Preferred Stock	⁽¹¹⁾	05/12/2008		S			339	05/12/2008	⁽¹⁰⁾	Common Stock	300,110,259	⁽⁷⁾	5,181	I	By Bounce Mobile Systems, Inc.⁽¹⁾
Series C Preferred Stock	⁽¹²⁾	06/01/2008		P		104		06/01/2008	⁽¹⁰⁾	Common Stock	407,641,118	⁽⁹⁾	5,285	I	By Bounce Mobile Systems, Inc.⁽¹⁾

Explanation of Responses:

1. Represents securities owned by Bounce Mobile Systems, Inc. Reporting Person is Chairman and Chief Executive Officer of Bounce Mobile Systems, Inc., and the Managing Member of Monarch Bay Capital Group, LLC. Monarch Bay Capital Group, LLC owns 95.8% of the outstanding capital stock of Bounce Mobile Systems, Inc.

2. On May 20, 2008, Bounce Mobile Systems, Inc. sold $600,000 principal amount of the Issuer's series B subordinated secured convertible promissory notes in exchange for $200,000.

3. On May 20, 2008, Bounce Mobile Systems, Inc. sold $203,226 principal amount of the Issuer's series B subordinated secured convertible promissory notes in exchange for $67,742.

4. On May 20, 2008, Strands Management Company, LLC purchased $203,226 principal amount of the Issuer's series B subordinated secured convertible promissory notes from Bounce Mobile Systems, Inc. in exchange for $67,742. Reporting Person owns 50% of the membership interests in, and is a Managing Member of, Strands Management Company, LLC.

5. On May 21, 2008, Bounce Mobile Systems, Inc. invested $267,742 in the Issuer in exchange for (i) $803,226 principal amount of the Issuer's series B subordinated secured convertible promissory notes, (ii) Series E-7 warrants to purchase 86,554,526 shares of the Issuer's common stock and (iii) Series F-4 warrants to purchase 86,554,526 shares of the Issuer's common stock.

6. The F-4 Warrants are exercisable for a four-year period beginning on the date a resale registration statement for the shares underlying the warrants is declared effective by the Securities and Exchange Commission.

7. On May 12, 2008, Bounce Mobile Systems, Inc. converted 339 shares of Series C Preferred Stock into 300,110,259 shares of the Company's common stock.

8. On May 9, 2008, the Issuer issued 318 shares of Series C Preferred Stock to Bounce Mobile Systems, Inc. in satisfaction of its dividend obligations under the Issuer's outstanding Series C Preferred Stock for the periods ended August 31, 2007, November 20, 2007, and February 29, 2008.

9. On June 1, 2008, the Issuer issued 104 shares of Series C Preferred Stock to Bounce Mobile Systems, Inc. in satisfaction of its dividend obligations under the Issuer's outstanding Series C Preferred Stock for the period ended May 31, 2008.

10. 1/10/2010 and 3/28/2010.

11. 1 Share of Series C Preferred Stock converts into 885,281 Common Shares.

12. 1 Share of Series C Preferred Stock converts into 3,919,626 Common Shares.

	/s/ David Walters	06/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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