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: February 3, 2011 (February 1, 2011)

(Date of Earliest Event Reported)

m-Wise, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

001-51743

(Commission File Number)

11-3536906

(I.R.S. Employer

Identification No.)

3 Sapir Street, Herzelyah, Pituach, Israel 46852

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +972-73-2620000

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGMENT OF A REGISTRANT

In connection with the previously disclosed SEC Action, the Company, Mordechai Broudo and Shay Ben-Asulin chose to enter into a settlement with the SEC without admitting any wrongdoing and to pay disgorgement in the amount of $400,000 pursuant to an agreed upon schedule.

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS

On February 1, 2011 Mordechai Broudo resigned from his position as Chairman of the Board and Secretary of m-Wise Inc and as Director of m-Wise Ltd.

Shay Ben-Asulin resigned from his position as Director of m-Wise Inc and m-Wise Ltd.

The new appointed chairman of the company is Mr. Jeffrey Hayzlett and the sole director of the company is Mr. Shlomi Azoulay.

Item 9.01 Financial Statements and Exhibits.

(a)	FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b)	PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c)

EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	m-WISE, INC.



	\s\ Zach Sivan
	Zach Sivan
	Chief Executive Officer

February 3, 2011

M WISE INC 8-K