O2 Secure Wireless, Inc. - Current report filing (8-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2007

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O2 Secure Wireless, Inc.

(Exact name of registrant as specified in its charter)

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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 resignation was accepted by the Company’s Board of Directors 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 two most recent fiscal years ended September 30, 2005 and 2006, and any subsequent interim period through the date of resignation on October 3, 2007, 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. During the Company’s two most recent fiscal years and any subsequent interim period up to and including the date of October 10, 2007, the Company did not engage or consult with McElravy, Kitchen & Associates, P.C. regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and McElravy, Kitchen & Associates, P.C. did not provide either a written report or oral advice to the Company that McElravy, Kitchen & Associates, P.C. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) on any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-B, or a reportable event.

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 December 8, 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.

___ December 11, 2007 ____ /s/ Craig Sellars

Name: Craig Sellars

Title: Chief Executive Officer