Pursuant
to Rule 424(b)
Registration
No. 333-124903
PROSPECTUS
SUPPLEMENT NO. 10
(to
Prospectus dated April 20, 2006)
O
2
SECURE WIRELESS,
INC.
9,599,783
Shares of Common Stock
This
Prospectus Supplement No. 10
should be read in conjunction with the prospectus dated April 20, 2006 relating
to the offer and sale from time to time by the selling shareholders identified
in the Prospectus of up to 9,599,783 shares of the common stock of O2 Secure
Wireless, Inc., our Prospectus Supplement No. 1 dated May 17, 2006, our
Prospectus Supplement No. 2 dated August 21, 2006, our Prospectus Supplement
No.
3 dated September 18, 2006, our Prospectus Supplement No. 4 dated February
15,
2007, our Prospectus Supplement No. 5 dated February 15, 2007, our Prospectus
Supplement No. 6 dated March 2, 2007, our Prospectus Supplement No. 7 dated
July
17, 2007, and our Prospectus Supplement No. 8 dated July 17, 2007, and our
Prospectus Supplement No. 9 dated August 15, 2007. We will not
receive any of the proceeds from the sale of the common stock covered by the
Prospectus.
On
November 16 2007, we filed the
attached Form 8-K with the U.S. Securities and Exchange Commission.
The
information contained herein,
including the information attached hereto, supplements and supersedes, in part,
the information contained in the Prospectus. This Prospectus
Supplement No. 10 should be read in conjunction with the Prospectus, and is
qualified by reference to the Prospectus except to the extent that the
information in this Prospectus Supplement No. 10 supersedes the information
contained in the Prospectus.
INVESTING
IN OUR COMMON STOCK IS
SPECULATIVE AND INVOLVES RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 5
OF THE PROSPECTUS DATED APRIL 20, 2006, TOGETHER WITH ANY ADDITIONAL OR MODIFIED
RISK FACTORS CONTAINED IN SUPPLEMENTS TO SUCH PROSPECTUS.
NEITHER
THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF
THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS
SUPPLEMENT NO. 10. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE
DATE OF THIS PROSPECTUS SUPPLEMENT
NO. 10 IS NOVEMBER 15, 2007.
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): November 16,
2007
______________
O2
Secure Wireless, Inc.
(Exact
name of registrant as specified in its charter)
______________
Georgia
|
001-32882
|
45-0526044
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
4898
S. Old Peachtree Rd NW, Suite 150
Norcross,
GA 30071
(Address
of Principal Executive Office) (Zip Code)
(678)
942-0684
(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:
x
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
4.01 Changes
in Registrant’s Certifying Accountant
On
October 3, 2007, Braverman International, P.C. (“Braverman”) resigned as
independent auditor of O2 Secure Wireless, Inc. (the “Company”). The
Company’s Board of Directors accepted the resignation on October 3,
2007.
The
report on the financial statements of the Company for the fiscal year ended
September 30, 2006, and interim periods December 31, 2006, March 31, 2007,
and
June 30, 2007 contained no adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principle.
During
the Company’s fiscal years ended September 30, 2005 and 2006, there have been no
disagreements with Braverman on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Braverman would
have
caused them to make reference thereto in their reports on the financial
statements of such year.
Braverman,
at the time of resignation, had not yet released a report or opinion regarding
the Company’s financial statements for the fiscal year ended September 30,
2007.
On
October 10, 2007, the Board of Directors of the Company approved the engagement
of the accounting firm of McElravy, Kitchen & Associates, P.C., to serve as
the Company’s principal independent accountant. Prior to October 10,
2007, the Company had not engaged McElravy, Kitchen & Associates, P.C. for
any purpose.
The
Company has furnished Braverman with a copy of the foregoing disclosure and
requested them to provide the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the foregoing
statements. A copy of the letter of Braverman to the Securities and
Exchange Commission, dated November 14, 2007 is attached as an exhibit
hereto.
ITEM
9.01 Financial
Statements and Exhibits
Exhibit
16.1-Letter from Braverman International, P.C.
Pursuant
to the requirements of the Securities and Exchange Act of 1934, O2 Secure
Wireless, Inc., has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATE:
O2
SECURE WIRELESS,
INC.
_
November
16,
2007
_____
/s/
Craig Sellars
Name:
Craig Sellars
Title:
Chief Executive Officer
O2 Secure Wireless (CE) (USOTC:OTOW)
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