8-K

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): April 30, 2008

SEMOTUS SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	0-21069	36-3574355
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

718 University Ave., Suite 202  Los Gatos, CA  95032

(Address of Principal Executive Offices)  (Zip Code)

(408) 399-6120

(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 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)

[   ]   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 CRF 240.14d-2(b))

[   ]   Pre-commencement communication 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

In this discussion, unless otherwise specified, all references to “we”, “us” and “our” mean Semotus Solutions, Inc.

As previously reported on SEC Form 8-K filed on July 27, 2007, we entered into a Software License Agreement and Stock Issuance and Registration Rights Agreement with Innofone.com Incorporated on July 23, 2007 (“Innofone”), relating to a royalty free license of our HipLinkXS and Clickmarks software applications (the “License Agreement”).  In exchange we were issued a total of 46,625,000 shares of Innofone restricted common stock.

On April 30, 2008 we entered into a Termination Agreement with Innofone, whereby we returned all of the shares of Innofone common stock received under the License Agreement in exchange for the complete termination of the software license granted to Innofone thereunder.

The foregoing description of the agreements are qualified in their entirety by reference to the full text of the agreements, which are attached hereto as Exhibits 2.1 and 2.2, incorporated herein by reference.

ITEM 9.  FINANCIAL STATEMENTS AND EXHIBITS.

(a)  Financial Statements of Business Acquired

Not applicable.

(b)  Pro Forma Financial Information

Not applicable.

(c)  Exhibits.  The following exhibits are filed with this report:

Exhibit Number --------------------	Description ----------------	Location ------------
2.1	Software License Agreement by and among Semotus Solutions, Inc. and Innofone.com Incorporated dated July 23, 2007.	Incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on July 27, 2007.
2.2	Termination Agreement by and among Semotus Solutions, Inc. and Innofone.com Incorporated dated April 30, 2008.	Filed electronically herewith.

SIGNATURES

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

	SEMOTUS SOLUTIONS, INC.
Date: May 2, 2008	By:	/s/ Anthony N. LaPine
		Anthony N. LaPine
		Chief Executive Officer

EX-2.2

EXHIBIT 2.2

Agreement To Terminate

the Software License Agreement

By and Among Innofone.com, Inc. and Semotus Solutions, Inc.

THIS AGREEMENT (the “Termination Agreement”) is made as of April 30, 2008 (the “Effective Date”) by and between Semotus Solutions, Inc.  (“Licensor” or “Semotus”) and Innofone.com, Incorporated (“Customer” or “Innofone”).

WHEREAS, a software license agreement was executed on July 23, 2007 by and among Semotus and Innofone (the “License”); and

WHEREAS, Semotus and Innofone desire to terminate the License and return to Innofone all of the Innofone restricted common stock issued to Semotus under the License.

Unless otherwise indicated, terms used herein that are defined in the License shall have the same meanings herein as in the License.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants, conditions, representations, warranties and other terms set forth in this Termination Agreement, the Parties agree as follows:

1. The License is hereby terminated.   Innofone shall promptly remove all Licensed Software from all memory locations, return all copies of the Licensed Software and Documentation to LICENSOR, and execute and deliver to LICENSOR a certificate stating that all copies of the Licensed Software have been removed and returned or destroyed.

2.  Semotus shall promptly return and deliver 46,625,000 shares of Innofone restricted common stock to Innofone, to the following address:

Innofone.com, Inc.

1431 Ocean Ave., #1500

Santa Monica, CA 90401

Attn: General Counsel

Each party has read, understands and agrees to the terms and conditions of this Termination Agreement.

Accepted by

Semotus Solutions, Inc	Innofone.com, Incorporated
By: /s/ Anthony LaPine	By: /s/ Alex Lightman
Name: Anthony LaPine	Name: Alex Lightman
Title: CEO	Title: CEO