UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549





FORM
10-Q





xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIESANDEXCHANGE ACT OF 1934


For the
quarterly period ended March 31,
2009





o   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from ______ to ______





Commission
File Number: 001-32882








O2
      SECURE WIRELESS, INC.(Exact
      name of small business issuer as specified in its
  charter)





Georgia
            45-0526044(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





4898
      South Old Peachtree Road, Suite 150 Norcross, GA
            30071(Address
      of Principal Executive Offices)
            (Zip
      Code)





(678)
      942-0684(Issuer’s
      telephone number, including area
code)








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.                                                                                                                       x
Yes            o No





Indicate
by check mark whether the registrant is a large accelerated filer, and
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated
      filer         o
            Accelerated
      filer                        oNon-accelerated
      filer           o  (Do
      not check if a smaller reporting company)
            Smaller
      reporting company      x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


o
      Yes             x
  No





As of
May 20, 2009, the Registrant had
outstanding 31,065,284
shares of its Common Stock, no par value.










PART I –
FINANCIAL INFORMATION


Item
1. Financial Statements




|O2 SECURE WIRELESS, INC.  
|--------------------------
|---------------           
|CONSOLIDATED BALANCE SHEET
|                          
|(unaudited)               

|                                                                                                 |   |                |  |                   
|------------------------------------------------------------------------------------------------ | - | -------------- |  | ------------------
|                                                                                                 |   | March 31, 2009 |  | September 30, 2008
|ASSETS                                                                                           |   |                |  |                   
|CURRENT ASSETS:                                                                                  |   |                |  |                   
|Cash and cash equivalents                                                                        | $ | 2,934          |  | 1,404             
|Trade accounts receivable                                                                        |   | 9,808          |  | 27.928            
|Other current assets                                                                             |   | 10.950         |  | 12,897            
|TOTAL CURRENT ASSETS                                                                             |   | 23,692         |  | 42,229            
|                                                                                                 |   |                |  |                   
|EQUIPMENT, net of accumulated depreciation                                                       |   | 242,976        |  | 275,766           
|                                                                                                 |   |                |  |                   
|OTHER ASSETS:                                                                                    |   |                |  |                   
|Restricted investment, at fair value                                                             |   | 30,458         |  | 31,350            
|Deposit                                                                                          |   | -              |  | 11,250            
|                                                                                                 |   |                |  |                   
|                                                                                                 | $ | 297,126        |  | 360,595           
|                                                                                                 |   |                |  |                   
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                             |   |                |  |                   
|CURRENT LIABILITIES:                                                                             |   |                |  |                   
|Accounts payable and accrued expenses                                                            | $ | 530,272        |  | 450,420           
|Notes payable - related party                                                                    |   | 64,800         |  | 64,800            
|Notes payable - unrelated party                                                                  |   | 24,001         |  | -                 
|Unsecured loans payable - related party                                                          |   | 23,550         |  | 13,200            
|Accrued expenses - related party                                                                 |   | 26,063         |  | 23,472            
|Deferred revenue                                                                                 |   | -              |  | 3,675             
|Total current liabilities                                                                        |   | 668,686        |  | 555,567           
|                                                                                                 |   |                |  |                   
|COMMITMENTS AND CONTINGENCIES                                                                    |   |                |  |                   
|                                                                                                 |   |                |  |                   
|STOCKHOLDERS' EQUITY                                                                             |   |                |  |                   
|Preferred stock, no par value, 10,000,000
  shares authorized, -0- shares issued and outstanding |   | -              |  |                   
|Common stock, no par value, 50,000,000
  shares authorized,  31,065,284 issued and outstanding   |   | 3,252,311      |  | 3,204,803         
|Other capital                                                                                    |   | 78,800         |  | 78,800            
|Accumulated (deficit)                                                                            |   | (3,702,671)    |  | (3,478,575)       
|Total stockholders' equity (deficit)                                                             |   | (371,560)      |  | (194,972)         
|                                                                                                 |   |                |  |                   
|                                                                                                 | $ | 297,126        |  | 360,595           
|                                                                                                 |   |                |  |                   
|SEE ACCOMPANYING NOTES TO CONSOLIDATED
  FINANCIAL STATEMENTS.                                  

---



|O2 SECURE WIRELESS, INC.             
|-------------------------------------
|---------------                      
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(unaudited)                          

|
|

|                                                               | Three Months Ended |  | Six Months Ended
|-------------------------------------------------------------- | ------------------ |  | ----------------
|                                                               | March 31,          |  | March 31,       
|                                                               | 2009               |  | 2008            
|REVENUES:                                                      |                    |  |                 
|Network service revenues                                       | $79,867            |  | $121,576        
|Network component sales                                        | 1,824              |  | 1,094           
|Consulting and other                                           | 2,069              |  | 3,439           
|                                                               |                    |  |                 
|Total revenues                                                 | 83,760             |  | 126,109         
|                                                               |                    |  |                 
|COSTS AND EXPENSES:                                            |                    |  |                 
|Cost of network service revenues                               | 18,499             |  | 42,975          
|Cost of network component sales                                | 2,095              |  | 276             
|Selling general and administrative:                            |                    |  |                 
|Compensation                                                   | 74,518             |  | 86,741          
|Professional services                                          | 26,857             |  | 86,962          
|Communications                                                 | 9,165              |  | 7,716           
|Other                                                          | 55,241             |  | 22,834-         
|Loss on disposal of equipment                                  | -                  |  | -               
|Depreciation expense                                           | 18,465-            |  | 34,380          
|                                                               |                    |  |                 
|                                                               |                    |  |                 
|Total  cost and expenses                                       | 204,841            |  | 281,884         
|                                                               |                    |  |                 
|OTHER INCOME (EXPENSE):                                        |                    |  |                 
|Interest income (expense), net                                 | (3,279)            |  | (1,600)         
|                                                               |                    |  |                 
|NET (LOSS)                                                     | $(124,360)         |  | $(157,375)      
|                                                               |                    |  |                 
|BASIC AND DILUTED NET (LOSS)                                   |                    |  |                 
|PER COMMON SHARE                                               | $(0.00)            |  | $(0.01)         
|                                                               |                    |  |                 
|WEIGHTED AVERAGE NUMBER OF                                     |                    |  |                 
|COMMON SHARES OUTSTANDING                                      | 31,065,284         |  | 28,065,284      
|                                                               |                    |  |                 
|                                                               |                    |  |                 
|SEE ACCOMPANYING NOTES TO CONSOLIDATED
  FINANCIAL STATEMENTS.

---



|O2 SECURE WIRELESS, INC.             
|-------------------------------------
|---------------                      
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(unaudited)                          

| | Six Months Ended
| | ----------------
| | March 31,       

|                                                                                 | 2009       |  | 2008      
|-------------------------------------------------------------------------------- | ---------- |  | ----------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |            |  |           
|Net loss from operations                                                         |            |  |           
|Adjustments to reconcile net loss to net
  cash (used in)  operating activities: | $(224,095) |  | $(444,060)
|operating activities:                                                            |            |  |           
|Stock compensation expense                                                       | -          |  | 140,000   
|Stock option expense                                                             | 47,508     |  | 45,070    
|Loss on disposal of equipment                                                    | -          |  | 2,737     
|Depreciation expense                                                             | 36,929     |  | 69,076    
|Change in:                                                                       |            |  |           
|Accounts receivable                                                              | 21,352     |  | 24,194    
|Other current assets                                                             | (1,285)    |  | 2,704     
|Other non-current assets                                                         | 11,250     |  | -         
|Accounts payable and accrued expenses                                            | 79,851     |  | 161,221   
|Accrued expenses - related party                                                 | 2,591      |  | 25,274    
|Deferred revenue                                                                 | (3,675)    |  | (23,577)  
|NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES                                 | (29,574)   |  | 2,639     
|                                                                                 |            |  |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                            |            |  |           
|Purchase of equipment and capitalized
  installation costs                       | (4,139)    |  | (4,445)   
|Proceeds from disposal of equipment                                              | -          |  | 5,500     
|Investment income                                                                | 892        |  | 317       
|Net cash provided by (used in)
  investing activities                            | (3,247)    |  | 1,372     
|                                                                                 |            |  |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                            |            |  |           
|Procfeeds from notes payable - unrelated party                                   | 24,001     |  | -         
|Proceeds from unsecured loan payable - related party                             | 14,000     |  |           
|Principal Payments on Debt Related Party                                         | (3,650)    |  | -         
|Net cash provided by
  financing activities                                      |            |  |           
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                          | 1,530      |  | 4,011     
|CASH AND CASH EQUIVALENTS, beginning of
  period                                 | 1,404      |  | 6,172     
|                                                                                 |            |  |           
|CASH AND CASH EQUIVALENTS, end of period                                         | $2,934     |  | 10.183    
|                                                                                 |            |  |           
|                                                                                 |            |  |           
|SEE ACCOMPANYING NOTES TO CONSOLIDATED
  FINANCIAL STATEMENTS.                  

---

O2 SECURE
WIRELESS, INC.


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS





SIX MONTHS ENDED MARCH 31, 2009


(unaudited)





NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION *Interim Financial Information.* The accompanying unaudited financial statements of O2 Secure Wireless, Inc. (the “Company”) have been prepared in accordance with principles generally accepted in the United States of America for interim financial information and applicable rules of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended September 30, 2008. Operating results for the three months and six months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2009. NOTE 2 – GOING CONCERN The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained operating losses since inception, and it has been dependent upon private placements of stock and limited private lending to provide sufficient working capital in order to finance its operations. The Company's ability to continue in existence is dependent upon developing additional sources of capital and/or achieving profitable operations. Management's plan is to raise capital through additional private offerings and financing initiatives, while actively seeking installation agreements with new customers under arrangements that will generate cash flow immediately upon activation of service and for which the customer will agree to subsidize installation costs, in addition to profitable sales of certain products for which it is an authorized distributor. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 3 – PAYROLL TAXES The Company continues to be delinquent in remitting payroll taxes and with payroll to certain individuals. The Company has included in their accrued expenses related to payroll taxes an estimate of the penalties that are associated with these delinquencies. It is possible that the Internal Revenue Service may seize the Company’s cash accounts or take other actions.  Total unpaid payroll taxes including penalties were estimated to be approximately $149,000 at March 31, 2009. NOTE 4 - NOTES PAYABLE The Company has a note payable in the amount of $10,001 due to a company. The note accrues interest at an annual rate of 1.0%. Principal and accrued interest are due on demand after June 11, 2009. The note is unsecured and personally guaranteed by our CEO. On March 23, 2009, the Company executed a second promissory note with the same company for $14,000 at 1.0% annual interest. Principal and accrued interest are due on demand after July 20, 2009.  This note is also unsecured and personally guaranteed by our CEO. Imputed interest at an expected borrowing rate of 10% is not material to the financial statements.    NOTE 5 – RELATED PARTY TRANSACTIONS AND LOANS PAYABLE During the three month period ended December 31, 2008, notes payable of $64,800 due to the father of the CEO were extended to June 30, 2009. The notes continue to bear interest at 8%. Accrued interest owed to this party was $12,108 at March 31, 2009 which is included in accrued expenses – related party in the accompanying balance sheet. During the six month period ended March 31, 2009 our CEO loaned the Company and additional $10,350. Total unsecured loans payable to related parties are $23,550 at March 31, 2009. These loans are non interest bearing, interest has not been imputed due to immateriality. Imputed interest at an expected borrowing rate of 10% is not material to the financial statements.  NOTE 6 – STOCKHOLDERS’ DEFICIT On October 29, 2007, common stock options for 6.2 million shares were granted under the Plan to various employees, 4.5 million of which were awarded to the CEO. The shares underlying these options are restricted because the Company has not yet filed Form S-8 to register the securities offered under the Plan. Under the Award Agreements, these option grants vest over graded three year period beginning one year after the grant date, with 1/3 of granted options vesting at the end of each completed service year. Non-vested option grants are subject to forfeiture if the grantees' services to the Company terminate prior to vesting. To date a total of 266,667 shares have been forfeited. There was no stock option activity for the three and six month period ended March 31, 2009. Outstanding stock options at March 31, 2009 are as follows: Shares
            
            
            Weighted
              Average
              Exercise
      PriceOutstanding
      at September 30, 2008
            
            
            6,200,000
            
            
            
            -Granted
            
            
            -
            
            
            $
            0.10Exercised
            
            
            -
            
            
            
            -Forfeited
            
            
            (266,667)Outstanding
      at March 31, 2009
            
            
            5,933,333Exercisable
      at March 31, 2008
            
            
            2,033,333
            
            
            $
            0.10Remaining
      reserved for grant at March 31, 2009
            
            
            3,166,667 The fair value of the stock options granted in the year ended September 30, 2008 was $302,090. The Company amortizes the estimated value of options granted to compensation on a straight-line basis over the service period required by the grantee to be fully vested. Compensation expense recorded during the three months and six months ended March 31, 2009 was $23,754 and $47,508. Stock option expense for the year ended September 30, 2009 totaled $92,578.


---




Item
2. Management Discussion and Analysis





The following discussion should be read in conjunction with the Company’s unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in the Company’s audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in the Company’s Form 10-K for the year ended September 30, 2008. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.
      In the Second Quarter of Fiscal Year 2009, the Company continued its mixed course by continuing to show decreased expenses but with decreased revenues as well.  Compared to the second period of the previous fiscal year, the Company demonstrated a decrease in revenue.  The results seen this quarter are primarily due to continued shifting of the Company’s expense structure, payment terms with some of the Company’s various vendors, and the continued decline in professional services expenses.  The decrease in overall revenue can be attributed to a sharp decline in consulting revenues reasonably believed to be collectable, as well as the renegotiation of two amenity-service contracts that reduced the recurring monthly revenues provided by those customers.
    Continuing from the previous fiscal quarter, the Company has attempted to better manage its accounts payable liabilities by utilizing cash flow more appropriately, towards existing liabilities as well as recurring expenses, while still experiencing difficulty in acheiving the maximum benefit of this goal.  To the extent possible, the Company plans to reduce outstanding liabilities and payables such that the gap between revenues and expenses is further narrowed, and eventually eliminated, if possible.
    As described in the Company’s 10-K filing for the year ended September 30, 2008, the Company altered its expense structure to expand and continue operations without requiring a reduction of staff levels and without downgrading the level of service to its customers.  Deferral of officer compensation, elimination of non-essential or redundant services, liquidation of non-essential component hardware, the removal of the “Subscription Model” for new deployments, as well as a general reduction in Company-provided capital outlay for new installations have all contributed to the continued reduction in expenses.
    The Company’s largest expense on a quarterly basis has been professional services such as legal, accounting and auditing costs.  This quarter, as in the previous quarter, the Company demonstrated a decrease in those costs.
    The alterations and reductions in the Company’s expense structure have further reduced the Company’s overhead and have increased its operating margin this period.
    This fiscal quarter, and the prior several quarters have been challenging for the Company, as it continues to report a net loss for each period.  Based on the results of the Second Quarter of Fiscal Year 2009, the Company will still encounter additional difficulties in its strive to continue a positive trend going forward.
Liquidity
    
    The Company’s working capital deficit increased to approximately $644,994 at March 31, 2009 an increase of approximately $75,000 compared to December 31, 2008.  The working capital deficit has increased compared to the previous quarter’s growth, and could continue to do so in future quarters.
      To address its outstanding liabilities, the Company intends to continue working to refine its revenue and expense models to address any shortage of cash while addressing the best use of the Company’s existing capital resources, especially positive cash flow as it comes available.  The Company continues to work with its vendors on payment schedules and debt reduction that have helped reduce some outstanding accounts payable for the quarter, and the Company will continue this effort.
      Some outstanding liabilities that cannot be reduced quickly enough may result in penalization such as finance charges or suspension of services.  Suspension or termination of some bandwidth provided to properties may reduce the overall level of service to the Company’s customers until a suitable replacement can be provisioned.  The Company has implemented procedures to reduce the likelihood of such events occurring and believes it has alternatives in place to respond to those events, but the Company can provide no guarantee that such events can be completely avoided under all circumstances.  To date, some alternatives described above have been implemented and all services continued to be offered with little or no interruption.
      As was stated in previous quarterly and yearly reports, the Company continues to pursue and acquire additional revenue from its traditional business model, and had previously added additional lines of revenue by leveraging its consulting services.  Similarly, the company continues to see many of its planned recurring expenses decrease.  The Company has not executed any binding agreements in regard to additional capital infusions or partnership opportunities, and there is no assurance that any binding agreements will be reached.
	

    Results
of Operations
    
    Three
and Six Months Ended March 31, 2009 and 2008
    
    During the 3-month period ended March 31, 2009 and 2008, the Company generated $83,760 and $126,109 of revenues, respectively, and incurred net losses of ($124,360) and ($157,375), respectively. This is a decrease in revenues of 33% over the same 3-month period last year but also a decrease of 26% in overall net loss compared to the same 3-month period last year. During the 6-month period ended March 31, 2009 and 2008, the Company generated $197,964 and $262,431 respectively, an incurred net losses of ($224,095) and ($444,060) respectively.  This is a decrease in revenues of 25% over the same 6-month period last year, but also a substantial 50% decrease in overall net loss compared to the same 6-month period last year.  For the 3- and 6-month periods ended March 31, 2009, the Company received revenue from twenty operational networks versus seventeen during the same period in the prior year.
      The Company’s net loss for the periods ended March 31, 2009 is in line with its overall expense decrease, compared to the same periods ended the prior year.
      Operational and administrative changes were instituted within the past 12 months and are intended to continue in order to support the initiatives pursued by management to increase business activity.
      Cash from operations was used to satisfy some, but not all outstanding accounts payable liabilities.  The Company intends to continue paying down outstanding liabilities, when possible, until they reach a satisfactory level.  Based on the Company’s continued losses and negative cash flows, there can be no assurance that the Company will be able to satisfy its payables.
      There was an increase in the overall current liabilities of the Company due to an increase in accrued liabilities.  Those accrued liabilities consist of $64,800 of a note payable to a related party, $24,001 notes payable to unrelated party plus interest, and $23,550 unsecured loans payable to related-parties, and additional accrued expenses to related parties in the amount of $26,063, which combined comprise 18% of the Company’s total liabilities.  Accounts payable and accrued expenses, increased from $450,420 at December 31, 2008 to $530,272 at March 31, 2009, representing an increase of 17% over the period ended September 30, 2008, when accounts payable and accrued expenses combined was $555,567.  This increase was the result of a tight cash position during the first and second periods of this fiscal year and also penalties and interest associated with delinquencies related to payroll taxes.
      ***Significant expenses during the three-month period ended March 31, 2009 and 2008 were as follows:***
      Professional fees represent expenses necessary for outside accounting, audit, legal and transfer agent fees, a majority of which relate to legal and regulatory compliance. For the three-month period ended March 31, 2009, the Company’s professional fees expense was $26,857.  This three-month period represented a substantial 70% decrease in professional services expenses over the previous three-month period ending March 31, 2008, which was $86,962.
      The decrease of 70% for this three-month period compared to the prior three-month period ending March 31, 2008 is the result of streamlined processes and the efforts of Mr. Greaves, who re-joined the Company in February 2008 specifically for this result.  The Company believes inefficiencies in internal controls revealed during the previous periods while still present are being addressed, as is demonstrated by the sharp decrease in professional services expenses of this fiscal quarter versus the prior period.
      Company management is encouraged by the partial stabilization that has occurred over previous quarters, while acknowledging the struggle as it continues to address the challenges and difficulties to overcome.  Of those challenges, the accrued liabilities and increasing capital deficit relative to revenue increases continues to be the primary focus, followed by the overall decrease in revenues.  The Company’s expectations have not been completely met during the previous quarter, and are still being approached this quarter, but also not met.  In this regard, the Company believes that stabilization might occur if operating cash flow becomes consistently positive with no growth in vendor payables.  There has not been, and there can be no assurance that the Company will ever reach profitability or a positive cash flow position without additional changes to its business structure, business plan, or sales efforts.

    Off-Balance
Sheet Arrangements
    
    The Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
    
    Disclosure
Regarding Forward Looking Statements and Safe Harbor
    This Quarterly Report on Form 10-Q includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward Looking Statements”). All statements other than statements of historical fact included in this report are Forward Looking Statements. In the normal course of its business, the Company, in an effort to help keep its shareholders and the public informed about the Company’s operations, may from time-to-time issue certain statements, either in writing or orally, which contain or may contain Forward-Looking Statements. Although the Company believes that the expectations reflected in such Forward Looking Statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by the Company, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of the Company operations are subject to a number of uncertainties, risks and other influences, many of which are outside the control of the Company and any one of which, or a combination of which, could materially affect the results of the Company’s proposed operations and whether Forward Looking Statements made by the Company ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors that could cause actual results to differ materially from the Company’s expectations are disclosed in this report. All prior and subsequent written and oral Forward Looking Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from the Company’s expectations as set forth in any Forward Looking Statement made by or on behalf of the Company.Item
3. Quantitative and Qualitative Disclosures about Market Risk
    
    The
Company, as defined by Rule 229.10(f)(1) is a “Smaller Reporting Company” and is
not required to provide or disclose the information required by this
Item.
    
    Item
4. Controls and Procedures
    
    The Company carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, of the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
      The Company, including its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, the Company performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, the Company believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.
      The Company’s internal conclusion related to its disclosure and procedural controls is due to the number and magnitude or changes to its draft 10Q recommended by the Company’s independent auditor.
      The Company plans to continue working with competent outside professionals to help it with quarterly reporting and if its business plan is successful additional improvements in the Company’s accounting department will be made.
    
    Changes in Internal Control over Financial Reporting
    
    In addition, the Company with the participation of its acting Chief Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended March 31, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, the Company’s internal control over financial reporting.
    
    PART
II - OTHER INFORMATION
    
    Item
1. Legal Proceedings
    
    None.
    
    Item
1A. Risk Factors
    
    None
required to be reported due to Company’s status as a “Smaller Reporting Company”
defined by Rule 229.10(f)(1).
    
    Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    None.
    
    Item
3. Defaults Upon Senior Securities
    
    None.
    
    Item
4. Submission of Matters to a Vote of Security Holders
    
    None.
    
    Item
5. Other Information
    
    None.
    
    Item
6. ExhibitsExhibit
      Number
            Description
      and Incorporation by Reference
    31.1*
            Rule 13a-14(a)/15d-14(a)
      Certification by the Acting Chief Executive
Officer
    31.2*
            Rule 13a-14(a)/15d-14(a)
      Certification by the Acting Chief Financial
  Officer
    32.1*
            Certification
      by the Acting Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
    32.2*
            Certification
      by the Acting Chief Financial Officer pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
    
    * Filed
herewith
    
    SIGNATURES
    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
    
    O2
      Secure Wireless, Inc.
            (Registrant)May 20, 2009
            /s/
      Craig C. SellarsCraig C. Sellars,
      Acting Chief Executive OfficerMay 20, 2009
            /s/
      Keith A. GreavesKeith A. Greaves,
      Secretary andActing
      Chief Financial Officer
    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates stated.
      
      May 20, 2009
            /s/
              Craig C. SellarsCraig C. Sellars,
            Acting Chief Executive OfficerMay 20, 2009
            /s/
              Keith A. GreavesKeith A. Greaves,
              Secretary andActing
              Chief Financial Officer