UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K (Mark One)

~~(Mark~~[X] ~~One~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2010

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to________________

~~For~~Commission ~~the~~file ~~transition~~number ~~period from ________________ to________________~~000-53799

Commission file number 333-153868

NEXAIRA WIRELESS INC.
(Exact name of registrant as specified in its charter)

Nevada	~~N/A~~20-8748507
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1404 510 West Hastings Street	20-8748507
1404 510 West Hastings Street Vancouver, B.C. Canada	V6B 1L8
Vancouver, B.C. V6B 1L8 Canada	V6B 1L8
(Address of principal executive offices)	(Postal Code)
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (604) 682-5629

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value per share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ~~o No~~ x[ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o [ ] No x[X]

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.

Yes o [ ] No x[X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o [ ] No o [ ] (Not ~~currently~~Applicable ~~applicable to the Registrant~~)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes o[ ] No x [X]

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

Large accelerated filer o[ ] Accelerated filer o[ ] Non-accelerated filer (Do not check if a smaller reporting company) o[ ] Smaller reporting company x[X]

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

Yes o [ ] No x [X]

~~State~~The ~~the~~ aggregate market value of the voting ~~and non-voting~~ common ~~equity~~stock held by non-affiliates ~~computed~~of bythe ~~reference~~registrant, tobased on the closing price atof ~~which~~ the registrant’s common ~~equity~~stock ~~was~~on April 30, 2010 being the last ~~sold~~business day of the registrant’s most recently completed second fiscal quarter, orwas approximately $33,693,349, as reported by the ~~average~~OTC ~~bid~~Bulletin Board Monthly Trade and ~~asked~~Quote ~~price~~Summary Report. For the purposes of ~~such~~this ~~common~~calculation, ~~equity~~shares owned by officers and directors (and their affiliates) have been excluded. This exclusion is not intended, asnor ofshall ~~the~~it ~~last~~be ~~business~~deemed, ~~day~~to be an admission that such persons are affiliates of the registrant’s. ~~most~~The ~~recently~~registrant ~~completed~~does ~~second~~not ~~fiscal~~have ~~quarter~~any non-voting stock issued or outstanding.

There was no trading market for our common shares as of the last business day of our most recently completed second fiscal quarter. The aggregate market value of the voting and non-voting common equity held by non-affiliates based on the price of our most recently completed private placement of US$0.50 per share on January 6, 2010 was US$16,209,175.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o [ ] No o [ ] (Not applicable.)

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

5772,~~333~~268,~~785~~ 522 shares of common stock as of January 2728, ~~2010~~2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

Not Applicable

~~ANNUAL~~NEXAIRA ~~REPORT~~WIRELESS ~~ON FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2009~~INC.

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED OCTOBER 31, 2010

TABLE OF CONTENTS

		Page
PART 1		4
ITEM 1.	BUSINESS.	4
ITEM 1 A.	RISK FACTORS.	810
ITEM 1 B.	UNRESOLVED STAFF COMMENTS.	1517
ITEM 2.	PROPERTIES.	1517
ITEM 3.	LEGAL PROCEEDINGS.	1618
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	1618
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	1618
ITEM 6.	SELECTED FINANCIAL DATA.	1619
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	1619
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.	2330
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	2330
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	2431
ITEM 9(T)	CONTROLS AND PROCEDURES.	24
ITEM 9A(T)	CONTROLS AND PROCEDURES.	31
ITEM 9 B.	OTHER INFORMATION.	2733
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	2733
ITEM 11.	EXECUTIVE COMPENSATION.	3241
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	3544
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	3746
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES.	4151
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	4252
	SIGNATURES	44

PART I

FORWARD-LOOKING STATEMENTS.

This annual report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in Item 1A “Risk Factors” of this report, which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: a continued downturn in international economic conditions; the number of competitors with competitively priced products and services; our ability to secure patents for our proprietary technologies; our ability to bring new products to market; market demand for our products; shifts in industry capacity; product development or other initiatives by our competitors; fluctuations in the availability and cost of materials required to produce our products; delays in the implementation of our projects and disputes regarding the performance of our services; potential negative financial impact from claims, lawsuits and other legal proceedings or challenges; and other factors beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report, the terms “we”, “us”, our and “~~our~~Nexaira” mean Nexaira Wireless Inc., ~~formerly~~a ~~Technology~~Nevada ~~Publishing~~corporation, ~~Inc.,~~ and our subsidiaries, Nexaira ~~Inc.~~Wireless ~~and~~(BC) ~~Nexaira~~Ltd., ~~Inc. All~~a ~~dollar~~British ~~amounts~~Columbia ~~refer~~corporation, ~~to United States dollars unless otherwise indicated~~ and ~~all~~Nexaira, ~~references to “common stock” refer to the common shares in our capital stock~~Inc. ~~Our~~, ~~financial~~a ~~statements~~California ~~are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles~~corporation.

All dollar amounts refer to United States dollars unless otherwise indicated and all references to “common stock” refer to the common shares in our capital stock. Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

ITEM 1. BUSINESS.

~~Corporate~~About ~~History~~Nexaira

We ~~were~~develop ~~incorporated~~and indeliver ~~the~~third ~~State~~and offourth ~~Nevada~~generation on(3G/4G) ~~March~~wireless 19routing solutions that offer speed, ~~2007.~~reliability Onand ~~June~~security 1to carriers, ~~2007~~mobile operators, weservice ~~entered~~providers, ~~into~~value aadded ~~share~~resellers ~~purchase~~(VARS) ~~agreement~~and ~~with~~enterprise ~~Slawek~~customers. ~~Kajko,~~Recognizing ~~president,~~the ~~secretary~~need for competitively priced, ~~treasurer~~high ~~and~~quality awireless ~~director~~broadband ofdevices ~~our~~in ~~company~~2008, ~~whereby~~ we ~~acquired~~designed ~~all~~and ofdeveloped ~~the~~customizable ~~issued~~branded ~~and~~3G/4G ~~outstanding~~routing ~~shares~~platforms offor ~~Westside~~the ~~Publishing~~business ~~Ltd~~market. inWe ~~consideration~~believe ~~for~~our ~~the~~routing ~~issuance~~solutions ofare asimple ~~promissory~~to ~~note~~install, inyet provide the ~~amount~~advanced ofmanagement ~~$28,047.~~and ~~Westside~~business ~~Publishing~~class ~~Ltd~~features demanded by the most sophisticated users. ~~became~~We believe our ~~wholly-owned~~wireless ~~subsidiary~~devices ~~and~~are weideal ~~commenced~~for ~~the~~secure ~~business~~high ofavailability ~~publishing~~wireless ~~and~~applications ~~selling~~acting ~~advertising~~as ~~for~~the aprimary ~~consumer~~router ~~electronics~~on ~~magazine~~wireless, ~~entitled~~digital ~~Canada~~subscriber ~~HiFi.~~lines In(DSL), ~~addition~~or tocable ~~this,~~networks weor ~~also~~can be used to provide ~~graphic~~complete ~~design~~device ~~services.~~and network redundancy in wide area network-failover/fail back applications.

~~Our~~When ~~former~~our ~~wholly-owned~~company ~~subsidiary,~~was ~~Westside~~formed ~~Publishing~~in ~~Ltd.~~2005, ~~was~~the ~~incorporated~~key infocus ~~the~~was ~~Province~~to ofbuild ~~Ontario,~~an ~~Canada~~organization focused on ~~September~~wireless ~~19,~~data ~~2003. We~~communications ~~divested~~technology ~~Westside~~and ~~Publishing~~to ~~Ltd~~develop key supplier and customer relationships. ~~effective~~This ~~October~~close ~~28,~~involvement ~~2009~~with assuppliers ~~consideration~~and customers allowed us to develop an innovative plan for the ~~cancellation~~development and delivery of ~~40.8~~new ~~million~~products ~~shares~~and services to satisfy customer needs and to realize the benefits of ~~our~~being ~~restricted~~in ~~common~~the ~~stock,~~forefront ~~which~~of ~~cancellation~~an ~~occurred~~industry onpoised ~~October~~to ~~30,~~grow ~~2009.~~exponentially over the coming years.

OnIn ~~September 28~~2008, ~~2009,~~management weinitiated ~~entered~~the ~~into~~development of a ~~share~~new ~~exchange~~wireless ~~agreement,~~routing ~~which~~platform ~~closed~~and ~~effective~~for ~~September~~the ~~29,~~first ~~2009,~~time ~~with~~in our ~~former~~history ~~subsidiary,~~we ~~Westside~~began ~~Publishing~~writing ~~Ltd.,~~our ~~Nexaira~~own ~~Inc.,~~proprietary anfirmware ~~Alberta~~and ~~corporation~~software. ~~(“Nexaira”),~~We ~~Nexaira’s~~continued ~~wholly-owned~~to ~~subsidiary,~~deliver ~~Nexaira,~~approximately ~~Inc.,~~$12 amillion ~~California~~in ~~corporation,~~distribution ~~and~~revenue ~~the~~in ~~security~~2008 ~~holders~~but ofretooled ~~Nexaira,~~our ~~whereby~~operations weand ~~agreed~~processes to ~~acquire~~provide ~~all~~compelling of3G/4G ~~the~~wireless ~~issued~~routing ~~and~~solutions ~~outstanding~~that ~~common~~we ~~shares~~believe inare ~~the~~highly ~~capital~~competitive ~~of Nexaira from its shareholders~~ in ~~consideration~~both ~~for~~function ~~the~~and ~~issuance,~~price. byManagement ~~us,~~anticipated ~~of 15,489,262 restricted common shares in~~ the ~~capital~~effect of ~~our~~exiting ~~company on~~ the ~~basis~~non ofstrategic ~~1.75~~low ~~shares~~margin ofdistribution ~~our~~business ~~common~~in ~~stock~~2009 ~~for~~and ~~every~~knowing ~~one~~the ~~Nexaira~~impact ~~share.~~on Onrevenues ~~October~~made 2,appropriate ~~2009~~adjustments wein ~~filed~~ our ~~current~~cost ~~report~~structure onrelating ~~Form~~to ~~8-K with~~ the ~~Securities~~legacy ~~and~~distribution ~~Exchange Commission disclosing the transaction~~business.

OnIn ~~December~~March 142009, ~~2009~~ we ~~filed~~announced anthe ~~amendment~~availability toof our ~~October~~NexWare® 2,i3 ~~2009~~GUI™ ~~current~~(patent ~~report~~pending) ongraphical ~~Form~~user ~~8-K~~interface tofirmware ~~include~~(i3 ~~the~~GUI) ~~financial~~for ~~statements~~our ofsmall ~~Nexaira~~office/home ~~Inc. The~~office (SOHO) and business ~~combination~~class ~~was~~routers. ~~accounted~~We ~~for~~believe asour ai3 ~~reverse~~GUI ~~acquisition~~quickly and, aseffortlessly displays a ~~result,~~comprehensive wereal ~~changed~~time ~~our~~view ~~year~~of ~~end~~router ~~from~~status ~~August~~including 31auto-configuration toresults ~~October~~of ~~31. As~~internet ~~the~~wide ~~acquisition~~area ~~occurred~~network ~~subsequent~~(WAN) toconnections, ~~our~~which ~~fiscal~~reduces ~~year~~customer ~~ended~~support ~~August~~requirements ~~31,~~and ~~2009,~~maintenance wecosts ~~filed our Form 10-K~~ for ~~that~~service ~~fiscal~~providers, ~~year~~carriers ~~with the Securities~~ and ~~Exchange~~managed ~~Commission~~virtual onnetwork ~~November 18, 2009~~operators.

Effective October 26, 2009, we completed a merger with our subsidiary, Nexaira Wireless Inc., a Nevada corporation which was incorporated solely to effect a change in our name to better reflect the nature of our business. As a result, we have changed our name from “Technology Publishing, Inc.” to “Nexaira Wireless Inc.” The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”.

~~Our~~During the current fiscal year we launched three new products: (i) our Business Class II high availability router (BCII); (ii) our High Availability network Adapter (HANATM); and (iii) our 3G/4G SOHO router. We believe that our patent pending i3 GUI makes routing platforms quick and easy to install providing the functionality, performance and ease of use expected in the market today. We believe our routing devices are ideal for high availability applications acting as the primary router to wireless, DSL, landline or cable networks, or can be used to provide complete device and network redundancy in wan-failover/ fail back applications. As a result, we believe that we have developed a highly robust and secure “adaptive wireless technology platform” that incorporates security functionality and management capability historically only found in wireline routing hardware which we believe is unique in the wireless industry.

~~About~~We ~~Westside~~have ~~Publishing~~what ~~Ltd~~we believe to be, an exceptional team that has developed highly functional wireless firmware and software data technologies. The development staff has engineered a family of proprietary wireless 3G/4G routers that we believe will outperform the competition at a lower price while maintaining significant gross margins. In parallel with this product development we believe we have built an experienced management team and Board of Directors. Our sales and operations are headquartered in San Diego and our corporate office is in Vancouver, British Columbia.

During our fiscal year ended October 31, 2009, we published and sold advertising for a consumer electronics magazine entitled Canada HiFi through our former subsidiary, Westside Publishing Ltd. In addition to this, we also provided graphic design services.

Effective October 28, 2009, after carefully considering the fit of Westside Publishing Ltd. with the future business plans being executed by the management of our new wholly-owned subsidiary, Nexaira, our board of directors made a decision to divest all of our company’s interest in Westside Publishing Ltd. As consideration for this divestment of Westside Publishing Ltd., 40,800,000 restricted common shares held by our former president were surrendered for cancellation. As a result of the divestment of Westside Publishing Ltd., our business is now solely focused on the development of wireless routing solutions through the operations of our subsidiary, Nexaira. On October 30, 2009, 20,000,000 restricted common shares held by a former officer and director were also surrendered for cancellation under a return to treasury agreement. Each of the share cancellations were effective as of October 30, 2009.

About Nexaira Inc.

Effective September 29, 2009 as disclosed in our current report on Form 8-K as filed with the Securities and Exchange Commission on October 2, 2009, we entered into a Share Exchange Agreement with Westside Publishing, Nexaira, Nexaira’s wholly-owned subsidiary, Nexaira, Inc., and the security holders of Nexaira. We agreed to acquire all of the issued and outstanding common shares in the capital of Nexaira from the shareholders of Nexaira in consideration for the issuance, by us, of 15,489,262 shares of our common stock. With the divestment of Westside Publishing Ltd., on October 28, 2009, our current subsidiaries are Nexaira Inc., an Alberta corporation and Nexaira, Inc., a California corporation.

The business combination was accounted for as a reverse acquisition, primarily effected by exchanging equity interests by the issuing of our shares (accounting acquiree) to the owners of Nexaira (accounting acquirer) as explained above and accordingly; reflected as a recapitalization in the consolidated financial statements.

Nexaira develops and delivers third and fourth generation (3G/4G) Wireless Routing Solutions that offer speed, reliability and security to carriers, mobile operators, service providers, value added resellers (VARS) and enterprise customers. Recognizing the need for competitively priced, high quality wireless broadband devices in 2008, Nexaira designed and developed customizable branded 3G/4G routing platforms for the business market.

Nexaira believes that its routing solutions are simple to install, yet provide the advanced management and business class features demanded by the most sophisticated users. The patent pending I3 GUI (Graphical User Interface) makes routing platforms quick and easy to install providing the functionality, performance and ease of use expected in the market today. Nexaira believes its routing devices are ideal for high availability applications acting as the primary router to wireless, DSL, landline or cable networks, or can be used to provide complete device and network redundancy in wan-failover/ fail back applications. Headquartered in San Diego with a corporate office in Vancouver, Nexaira has thirty employees.

When Nexaira was formed in 2005, the key focus was to build an organization focused on wireless data communications technology and to develop key supplier and customer relationships. This close involvement with suppliers and customers allowed Nexaira to develop an innovative plan for the development and delivery of new products and services to satisfy customer needs and to realize the benefits of being in the forefront of an industry poised to grow exponentially over the coming years.

In 2008, Nexaira management initiated the development of a new wireless routing platform and for the first time in its history began writing its own proprietary firmware and software. Nexaira continued to deliver approximately $12 million in distribution revenue in 2008 as it did in 2007 but retooled its operations and processes to provide compelling 3G/4G wireless routing solutions that it believes are highly competitive in both function and price. Management anticipated the effect of exiting the non strategic low margin distribution business in 2009 and knowing the impact on revenues made appropriate adjustments in its cost structure relating to the legacy distribution business. In December of 2008, Nexaira launched its consumer class router followed by its highly acclaimed I3 GUI in March 2009. In May 2009 we launched our first “Business Class Product” and delivered demos to our first carrier customer.

Nexaira has hired what it believes to be, an exceptional team that has developed highly functional wireless firmware and software data technologies that have multiple potential patents that are in the process of being filed. The development staff has engineered a family of proprietary next generation wireless 3G/4G routers that it believes will outperform the competition at a lower price while maintaining significant gross margins. In parallel with this product development Nexaira believes it has built an experienced sales and marketing team and Board of Directors.

Nexaira’s Business and Outlook

~~Nexaira intends to be a provider of 3G/4G wireless broadband data solutions for business.~~ We believe our product line will enable our customers to expeditiously connect to and manage secure high speed data connections rivaling traditional landline connectivity, with unmatched functionality, speed and ease of use: at a lower cost. ~~Nexaira’s~~Our wireless broadband data solutions combine an intuitive user interface ~~(I3 GUI)~~ with advanced firmware and software which we believe will ensure users benefit from the industry’s most advanced features and functionality.

We believe our ~~proprietary~~highly secure routing solutions are simple to install, yet provide the advanced business grade feature sets demanded by the most sophisticated users. Service providers have selected Nexaira’s broadband data solutions for their high availability ~~and wide area network (~~WAN) failover applications using the 3G cellular network to automatically “back up” or “stand in” when service from wireline networks is interrupted. As the marketplace continues to deploy our secure high availability wireless applications as primary access points, void of any wireline connection, we believe there is potential revenue and sales growth in this emerging market. Additionally, we believe that carriers and service providers can dramatically decrease ~~the~~their total cost ~~and~~of ownership (TCO), including management of their installed hardware base by using ~~Nexaira’s~~our advanced firmware ~~extending~~which may extend the shelf life of their customer premise equipment ~~and~~while providing critical device updates through simple downloads. We enable our customers to bring customized wireless broadband solutions to market more quickly and cost effectively than traditional wireline offerings such as DSL, ~~Cable~~cable or T-1s.

~~Nexaira’s~~Our hardware-agnostic broadband router firmware and intuitive user interface enables a non-technical user to quickly and effortlessly setup a network and establish a secure Internet connection.

In addition, the superior management tools and reliable operating design supports the needs of the largest customer networks that rival existing wireline deployments but have all the benefits of wireless.

Future Strategy. ~~Nexaira~~ ~~intends~~We intend to:

- Continue to build on our Intellectual Property (IP) by designing and developing leading edge wireless routers including industry leading firmware and software (NexWareTM) - Price those solutions aggressively for rapid channel adoption - Deliver routing platforms with all the security and management features historically only found on wireline routers - Develop and deliver a suite of routing products through: - Carriers - Information Technology (IT) Resellers - Wireless operators - Indirect Distribution Channels - Strategic Partnerships

~~Continue to build on its Intellectual Property (IP) by designing and developing leading edge wireless routers including industry leading firmware and software (NexWare)~~5

Price those solutions aggressively for rapid channel adoption

Deliver routing platforms with all the security and management features historically only found on wireline routers

Develop and deliver a suite of routing products through:

Carriers

Information Technology (IT) Resellers

Wireless operators

Indirect Distribution Channels

Products and Services

Recognizing the need for competitively priced, high quality wireless broadband devices in 2008, ~~Nexaira~~we designed and developed customizable branded routing platforms to aggressively compete against both wireline and other wireless broadband data applications. By developing ~~its~~our own firmware and software, ~~Nexaira~~we ~~has~~have established ~~itself~~our company as a progressive and innovative organization with the proven management capabilities to execute on an accelerated go-to-market strategy.

~~Nexaira~~I3 ~~has~~GUI™ spent approximately $1,500,000 over the last two fiscal years on research and development activities of which $1,043,009 has been capitalized as software development costs in accordance with ASC 985-20, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed (~~formerly~~patent ~~Statement of Financial Accounting Standards (“SFAS”~~pending) No. 86 issued by the Financial Accounting Standards Board (“FASB”). Software development costs are capitalized when technological feasibility and marketability of the related product has been established. Capitalized software costs are amortized on a product-by-product basis, beginning when the product is available for general release to customers. General release of our software product is expected to occur at the end of May 2010. Therefore no amortization expense has been recorded to date. The amount spent to date has been borne solely by Nexaira versus directly by customers.

In March 2009, we announced the availability of our i3 GUI for our SOHO and business class routers. Our i3 GUI displays a comprehensive real time view of router status including auto-configuration results of internet WAN connections, which reduces customer support requirements and maintenance costs for service providers, carriers and managed virtual network operators.

The i3 GUI gadgets on the desktop provide end-users with instant knowledge of their internet status and performance, which is aimed to improve the user experience while reducing service provider intervention and support costs. Some of the other valuable features we have identified include:

Iconic images on the dashboard –to improves customer confidence, ease of use, retention and use of router tools.
Intuitive structure with simple and logical menu flow to accelerate customer understanding of router functions and minimizes apprehension.
Interactive and automated set-up wizard to display results of auto-configuration of 3G or 4G WAN connections and provides responsive functional tool tips, which minimizes user frustration and reduces product returns.

For managed service providers, the i3 GUI reduces customer support costs by eliminating the coordination with wireline technicians and shrinking installation time, thus enabling quicker service with less intrusion on business activity. Some of the other features of the i3 GUI we have identified include:

The most advanced wireless features and performance in the industry such as auto-configuration and self- provisioning. Moreover, NexWare's proprietary tuning algorithm optimizes cellular bandwidth making it easy for end-users to take advantage of broadband speeds without delays, costs or complexities associated with wireline installs. Universal Plug in Play (UPnP) WAN automatically connects any 3G data card on any cellular network.
Enterprise-grade networking management and security capabilities include auto-failover to a 3G wireless network to backup the primary wireline network. Virtual router redundancy protocol (VRRP) eliminates single point of failure by providing redundancy for the wireline network and router. Virtual private networks (VPN) with internet protocol security IPsec pass-through and termination protocols provide business class security. Wi-Fi scheduling and quality of service (QOS) provide the ability to segregate critical applications to ensure service quality.
Revenue-generating carrier customization services such as special configuration, branding, quantities and fulfillment enable mobile virtual network operators, service providers and carriers to differentiate and extend their brands, increase sales and accelerate deployment of mobile and fixed data devices and applications.

We launched three new certified products during 2010: (i) the BCII; (ii) the HANA^TM, which we believe is one of the first of its kind in the industry; and (iii) the SOHO for small office/home office. We uniquely own and control all aspects of the processor, operating system and software and can consistently and rapidly develop features and functions required by our customers (speed to market).

BCII

The BCII includes security and network protocols for business customers who want to leverage the high availability aspects of the cellular networks for failover, primary access or remote/mobile locations but with the business class features traditionally found only on wireline products. The BCII extends enterprise or corporate networks over cellular broadband as well as supports traditional DSL, cable, T-1 or Ethernet, providing automatic failover with anti-flap and VRRP to ensure network stability. The BCII provides business class security supporting VPNs with IPSec termination allowing up to five simultaneous encrypted sessions.

The addition of faster 3G/4G networks and NexWare^TMbusiness class protocols enables customers with remote locations to use cellular data networks as their primary network connection, saving both time and money. The BCII connects seamlessly with HSPA, HSPA + networks for AT&T, Bell and Rogers, and EVDO revA networks for Sprint and Verizon. Our BCII with XtremeSpeed™ technology optimizes connections to the internet and corporate networks for maximum speed and performance, improving user experiences with business applications including email, interactive sessions and web access.

HANA™

Our HANA enables small and medium size business (SMB) access to the convenience and speed of cellular networks for both existing and new enterprise locations. It uniquely bundles all essential performance based cellular components including a directional antenna with-10dbi high gain (10x) for equipment rooms or noisy environments, a auto configurable cellular connection and management software - NexWare^SM, and optional 3G/4G or dual mode modem for EVDO RevA, HSPA, HSPA+, WiMAX or LTE networks. All HANA products come in a ruggedized enclosure and are also available with NEMA certification.

Our HANA provides immediate access to any cellular network for complete diversity to wired network infrastructure; industry standard VPN IPSec to ensure data security; IP address pass through to wireline router; router hardware redundancy via VRRP (Virtual Redundancy Routing Protocol); XtremeSpeed WAN optimization ensuring the fastest wireless connection; Wi-Fi 802.11n 2x2 MIMO; statefull packet firewall technology; QOS for business applications as well as support for General Routing Encapsulation (GRE).

HANA improves speed, coverage and offers advanced security, redundancy and management protocols for business applications in a unique tamper proof enclosure. It has the ability to increase cellular coverage from IT closets by being placed in an optimum position for signal strength anywhere on the local area network (LAN) using power over the Ethernet (POE). In addition, HANA provides a secure and robust wireless connection acting as a primary network connection for companies with rural locations where wireline access is either unavailable or cost prohibitive.

SOHO

Our new 3G/4G SOHO router is designed for the small office/home office market. It is fast, secure, and provides instant Wi-Fi service to a home or office without the need to run data cabling or subscribe to a wireline service.

Our SOHO router offers automated set-up with the i3 GUI and desktop gadget; multiple user access to the Internet; 300 mbps speeds with 802.11n 2x2 MIMO Wi-Fi service; and faster 3G/4G connection than using a data card on a laptop computer. The SOHO router connects to HSPA and HSPA + networks from AT&T, Bell, Rogers, Telus and T-Mobile and EVDO RevA networks from Sprint and Verizon, as well 4G WiMAX from Clear. As a result, we believe that users will no longer be subjected to the limitations of installation times, service area coverage or repair time related to traditional wireline networks. Nexaira’s SOHO router is easy to install and does not require technical support. We believe that the NexConnect® SOHO router is ideal for SMB (small to medium size businesses) and SOHO users that want ease of use and auto-connect capability without the difficulty typically associated with router installation.

The BCII and SOHO routers, powered by a WiMAX device, will allow businesses to leverage increased speeds of up to 200% - 500% faster over EVDO revA networks depending on location. The ability to interface to both 3G and 4G networks is beneficial for businesses who want to use and deliver applications such as video conferencing, video surveillance, voice over IP, with advanced security, speed and functionality. Additionally we believe that when combined with the speed to market advantage of wireless and the ability to reduce the total cost of ownership – more carrier, service providers and enterprises will be going wireless.

We have spent approximately $2,500,000 over the last two fiscal years on research and development activities of which $1,043,009 has been capitalized as software development costs in accordance with ASC 985-20, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Software development costs are capitalized when technological feasibility and marketability of the related product has been established. Capitalized software costs are amortized on a product-by-product basis, beginning when the product is available for general release to customers.

Marketing and Sales Activities

~~Nexaira~~We isare ~~realizing~~seeing opportunities ~~that are~~ developing in multiple verticals across many market segments. The verticals listed below are where we are ~~realizing~~focusing ~~that~~our ~~a.)~~sales ~~genuine~~and ~~interest~~marketing isefforts ~~present b.) product is being tested~~ and ormanagement ~~c.) sales are being made. Management~~ is confident based on early adoption of ~~its~~our products that any one of these verticals ~~will~~could contribute significantly to ~~its~~our revenue plan, if not all. Sales activities are currently underway in each of the following, which we believe validates our strategy:

~~Wan Failover -~~ Business continuity – Existing wireline network customers of Tier One and Tier Two carriers want a 3G or 4G routing solution that ensures their services are not interrupted in the event of a device failure or failure of the wireline network which is a common occurrence today. In most cases alternative broadband services are not available and if so rarely in a diverse route. Wireless broadband provides a completely diverse route matching or exceeding wireline bandwidth throughput. ~~Nexware~~ Our software, NexWare, provides business class reliability ~~features~~ based on industry standard protocols and processes used for years in sophisticated wireline networking equipment. ~~Nexware~~ NexWare’s use of these protocols allows it to work with existing wireline equipment to provide network availability previously only supported by routers many times its price. ~~Nexaira~~ isWe are actively engaged with multiple managed service and value added service providers developing ~~High~~high ~~Availability~~availability and ~~Business~~business ~~Continuity~~continuity Services no longer able to be met with aan antiquated dial backup solution.

~~Primary~~Wire line device replacement or CPE (Customer Premise Equipment) - We ~~intend~~believe towe can compete ~~head on~~ with traditional landline routing products by offering higher function and lower cost than what ~~MSPs~~managed ~~(Managed~~service ~~Service~~providers ~~Providers~~(MSPs) have available to choose from today ~~with~~by offering the unique capability of ~~both~~a ~~landline~~seamless ~~and~~failover 3Gto ~~network~~wireless ~~connectivity~~should the wire line connection or device become unavailable.

Small Medium Sized ~~Businesses~~Enterprises (~~SMB~~SMBs) &– ~~Merchants~~With –over ~~This~~27 million SMBs in the US alone, this vertical is made up of ~~QSR~~quick ~~(Quick~~service ~~Service~~retail ~~Retail~~(QSR) and small businesses needing quick and simple installations ~~but~~and reliability offered by the combination of Nexaira routing solutions and high speed wireless networks. Small business owners have neither the time nor the patience to wait for scheduled installation, which traditionally could take several weeks. In addition the reduced cost and improved performance of HSPA and HSPA+ WiMAX and LTE networks we believe we will offer this segment an alternative to wireline.

Last Mile Solution ~~due~~Due to ~~lack~~Lack of ~~existing~~Existing ~~facilities~~Facilities - There are many areas in the United States and around the world, where copper, DSL or cable has not been installed. We believe the opportunity exists to supply wireless broadband services in this niche market. With the advent of LTE from companies like Verizon we have realistically seen download speeds up to 22mbps with upload speeds up to 10 mbps, up to ten times faster than existing DSL services. How long will wireline even last with these ultra-high speed wireless networks?

Emerging and ~~developing~~Developing Markets – Emerging markets in Brazil, Russia, India, and China ~~(BRIC)~~, Latin America, Mid Eastern and African countries are growing faster than in developed countries and have taken the approach that wireline solutions are no longer the optimal cost effective or timely choice. Management believes many countries will, if they have not already, stop building copper or even fibre networks in metropolitan areas, instead electing to use wireless networks for ~~last~~their ~~mile~~Internet and data access needs.

Competition

Current industry research indicates that wireless data service providers have reached ana cost of service inflection point with wireline data service providers.

The competition is divided into two distinct categories:

-	Legacy wireline providers who:
	-	treat wireless as a consumer routing application;
	-	use Cisco and Juniper type devices that can cost in excess of $1,000 per unit; and
	-	have limited cellular modem support or controlled modem distribution and pricing.
-	Wireless device manufacturers targeting consumers that do not provide business class solutions including:
	-	reliability and high availability protocols;
	-	security and access protocols; and
	-	remote management.

~~Legacy wireline providers who:~~8

treat wireless as a consumer routing application;

use Cisco and Juniper type devices that can cost in excess of $1,000 per unit; and

have limited cellular modem support or controlled modem distribution and pricing.

Wireless device manufacturers targeting consumers that do not provide business class solutions including:

reliability and availability protocols;

security and access protocols; and

remote management.

Technology

Through the investment in research and development activities, ~~Nexaira~~our company has developed a line of routing solutions under the ~~NEXWARE~~NexWare® ~~service~~trademark ~~mark~~ which have two targeted markets:

Business Market

Provides business-grade network reliability and security for wireless routers, including:

- business continuity via cellular 3G/4G backup to wireline service; - business class security protocols to support confidential data; - a suite of QOS options to support business performance; and - Small Business Call Management supporting voice services over 3G/4G technologies.

business continuity via cellular 3G/4G backup to wireline service;

business class security protocols to support confidential data;

a suite of Quality of Service (QoS) options to support business performance; and

Small Business Call Management supporting voice services over 3G/4G technologies.

Provides business-grade networking speeds with cellular WAN algorithms and high gain antennas and wireless routers, including:


-	XtremeSpeed, providing fastest 3G Performance required for business applications;
-	High Gain Directional Antennas, providing improved performance from:
	-	Increasing signal gain 10 times;
	-	Decreasing noise 10 times; and
	-	Increases connection reliability.

XtremeSpeed, providing fastest 3G Performance required for business applications;

High Gain Directional Antennas, providing improved performance from:

Increasing signal gain 10 times;

Decreasing noise 10 times; and

Increases connection reliability.

Consumer Market

~~Nexware~~NexWare’s ease of use connection manager:

- provides auto-configuration to any modem card on any network; and - reduces the number of returns and support calls.

~~provides~~NexWare ~~auto-configuration~~i3Graphical toUser ~~any~~Interface ~~modem~~and ~~card~~Desktop ~~on any network; and~~Gadgets:

- provides ease of use and higher customer product acceptance, - enables end-users to do self-installations, and - improves customer satisfaction.

reduces the number of returns and support calls.

Nexware i3Graphical User Interface and Desktop Gadgets:

provides ease of use and higher customer product acceptance,

enables end-users to do self-installations, and

improves customer satisfaction.

Intellectual Property

We have filed trademark applications ~~pending~~and secured trademark registrations in Canada and~~/or~~ ~~registered~~the ~~trademarks/service-marks~~United States for ~~our~~various ~~entire~~aspects of our product portfolio, including:

NexWareTM for ~~the~~use ~~family~~in ofassociation with our computer firmware ~~products~~that provides auto-configuration for cellular wireless devices including routers, modules and modems;

NexWaveTM for ~~the~~use ~~family~~in ofassociation ~~wireless~~with ~~antennas~~our high gain cellular antenna product;

~~NexCallTM~~NexConnect® for ~~the~~use in association with our family of ~~call~~computer ~~management~~networking hardware products;

~~XtremeSpeedTM~~NexRFID™ for ~~NexWareTM~~use ~~wireless~~in ~~algorithm~~association ~~optimization~~with our Radio Frequency Identification (RFID) credentialing devices and related services;

~~i3GUITM~~XtremeSpeed® for ~~NexWareTM~~ ~~Iconic~~use ~~Graphical~~in ~~User~~association ~~Interface~~with communication software and NexWareTM wireless algorithm optimization;

~~Nexaira~~i3 ~~has~~GUITM ~~patents~~our ~~pending~~NexWareTM orIconic isGraphical User Interface, for use in ~~the~~association ~~process~~with ofcommunication ~~filing~~software for ~~patent~~providing ~~protection.~~Internet access;

HANA^TMfor use in association with our family of high availability network adapters;

Nexaira ®; and
Nexaira Wireless™.

We have patents pending related to our i3 GUI™ technology, and are in the process of evaluating the efficacy of filing for patent protection on other intellectual property.

Employees

~~Nexaira’s~~Our operations are headquartered in San Diego, California ~~with~~and aour corporate office is in Vancouver, British Columbia. ~~Nexaira~~ ~~has~~We ~~thirty~~have twenty-three employees, including consultants.

Corporate History

We were incorporated in the State of Nevada on March 19, 2007. On June 1, 2007, we entered into a share purchase agreement whereby we acquired all of the issued and outstanding shares of Westside Publishing Ltd. We divested Westside Publishing Ltd. effective October 28, 2009 as consideration for the cancellation of 40.8 million shares of our restricted common stock. Also on October 30, 2009, 20 million restricted common shares held by a former officer and director were surrendered for cancellation under a return to treasury order.

On September 29, 2009, we completed the acquisition of Nexaira Wireless (BC) Ltd., its California subsidiary and its security holders, whereby we agreed to acquire all of the issued and outstanding common shares in the capital of Nexaira in consideration for the issuance of 15,489,262 restricted common shares on the basis of 1.75 shares of our common stock for every one Nexaira share.

Effective October 26, 2009, we changed our name from “Technology Publishing, Inc.” to “Nexaira Wireless Inc.” The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”.

ITEM 1A. RISK FACTORS.

In addition to other information in this annual report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated with our Business

If we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to expand or continue our operations and development and so may be forced to scale back or cease operations or discontinue our business. You could lose your entire investment.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing when such financing is required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our NexWare routing solutions and our business model. Furthermore, there is no assurance that we will not incur additional debt in the future, that we will have sufficient funds to repay our future indebtedness, or that we will not default on our debts, thereby jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to maintain our operations, which might result in the loss of some or all of your investment in our common stock.

We anticipate that the funds that were raised from private placements by way of subscription agreements and funds advanced by our management will not be sufficient to satisfy our cash requirements for the next twelve month period. Also, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:


	1.	We are unsuccessful in penetrating our target markets and realizing our targeted revenues;

	2.	The cost of manufacturing exceeds our estimated costs and we are not able to realize expected gross margins to support our overhead; or

	3.	Costs associated with developing our products or filing patents exceed estimates or our IP is infringed upon and we have to defend it in a court of law.

The occurrence of any of the aforementioned events could prevent us from executing our business plan, expanding our business operations and ultimately achieving a profitable level of operations.

We depend almost exclusively on outside capital to pay for the continued development of our business and the marketing of our products. Such outside capital may include the sale of additional stock, stockholder and director advances and/or commercial borrowing.

There can be no assurance that capital will continue to be available if necessary to meet our continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us may result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue our sales and marketing initiatives and so may be forced to scale back or cease operations or discontinue our business and you could lose your entire investment.

Because our directors and officers control a large percentage of our common stock, such insiders have the ability to influence matters affecting our stockholders.

Our directors and officers, in the aggregate, beneficially own ~~45.~~30.87% of the 72,268,522 issued and outstanding shares of our common stock as of the date of this Report. As a result, they have the ability to influence matters affecting our stockholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers and directors control such shares, investors will find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Our monthly, quarterly and annual financial results will be subject to fluctuations that could affect the market price of our common shares.

Our revenue, gross margin, operating earnings and net earnings may vary from month to month and quarter to quarter and could be significantly impacted by a number of factors, including:

9- Possible delays or shortages in manufactured components; - Price and product competition, which may result in lower selling prices for some of our products or lost market share; - Transition periods associated with the migration of new technologies; - The development and timing of the introduction of our new products; - The securing of channel slots for new products and the timing of sales orders and OEM and carrier customer sell through; - Product mix of our sales as our products have different gross margins; - The amount of inventory held by our channel partners; - Possible cyclical fluctuations related to the evolution of wireless technologies; - Possible delays in the manufacture or shipment of current or new products; - Possible product quality that may increase our cost of goods sold; - Possible increased inventory levels; - Concentration in our customer base; and - The achievement of milestones related to signing new customers.

-11

Possible delays or shortages in manufactured components;

Price and product competition, which may result in lower selling prices for some of our products or lost market share;

Transition periods associated with the migration of new technologies;

The development and timing of the introduction of our new products;

The securing of channel slots for new products and the timing of sales orders and OEM and carrier customer sell through;

Product mix of our sales As our products have different gross margins;

The amount of inventory held by our channel partners;

Possible cyclical fluctuations related to the evolution of wireless technologies;

Possible delays in the manufacture or shipment of current or new products;

Possible product quality that may increase our cost of goods sold;

Possible increased inventory levels;Concentration in our customer base; and

The achievement of milestones related to signing new customers.

Because our operating expenses are determined based on anticipated sales, are generally fixed and are incurred throughout each fiscal month and quarter, any of the factors listed above could cause significant variations in our revenues, gross margin and earnings in any given month or quarter. Therefore, our monthly and quarterly results are not necessarily indicative of our overall business, results of operations and financial condition.

Monthly, quarterly and annual variations in operating results or any of the other factors listed above, changes in financial estimates by securities analysts, or other events or factors may result in wide fluctuations in the market price of our stock price. In addition, the financial markets have experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of many technology companies and that often have been unrelated to the operating performance of these companies or have resulted from the failure of the operating results of such companies to meet market expectations in a particular quarter. Broad market fluctuations or any failure of our operating results in a particular quarter to meet market expectations may adversely affect the market price of our common shares.

Competition from new or established wireless communication companies or from those with greater resources may prevent us from increasing or maintaining our market share and could result in price reductions and/or loss of business with resulting reduced revenues and gross margins.

The wireless communications industry is highly competitive and we expect competition to increase and intensify. More established and larger companies with greater financial, technical and marketing resources sell products that compete with ours and we expect this competition to intensify. We also may introduce new products that will put us in direct competition with major new competitors. Existing or future competitors may be able to respond more quickly to technological developments and changes and introduce new products before we do, or may independently develop and patent technologies and products that are superior to ours or achieve greater acceptance due to factors such as more favorable pricing, more desired or better quality features or more efficient sales channels. If we are unable to compete effectively with our competitors’ pricing strategies, technological advances and other initiatives, we may lose customer orders and market share and we may need to reduce the price of our products, resulting in reduced revenue and reduced gross margins.

Acquisitions of companies or technologies may result in disruptions to our business or may not achieve the anticipated benefits.

As part of our business strategy, we may acquire additional assets and businesses principally relating to or complementary to our current operations. Any acquisitions and/or mergers by us will be accompanied by the risks commonly encountered in acquisitions of companies.

These risks include, among other things:

- Exposure to unknown liabilities of acquired companies, including unknown litigation related to acts or omissions of our acquired company and/or its directors and officers prior to the acquisition; - Higher than anticipated acquisition and integration costs and expenses; - Effects of costs and expenses of acquiring and integrating new businesses on our operating results and financial condition; - The difficulty and expense of integrating the operations and personnel of the companies; - Disruption of our ongoing business; - Diversion of management's time and attention away from our remaining business during the integration process; - Failure to maximize our financial and strategic position by the successful incorporation of acquired technology; - The inability to implement uniform standards, controls, procedures and policies; - The loss of key employees and customers as a result of changes in management; and - The incurrence of amortization expenses.

Exposure to unknown liabilities of acquired companies, including unknown litigation related to acts or omissions of our acquired company and/or its directors and officers prior to the acquisition;

Higher than anticipated acquisition and integration costs and expenses;

Effects of costs and expenses of acquiring and integrating new businesses on our operating results and financial condition;

The difficulty and expense of integrating the operations and personnel of the companies;

Disruption of our ongoing business;

Diversion of management's time and attention away from our remaining business during the integration process;

Failure to maximize our financial and strategic position by the successful incorporation of acquired technology;

The inability to implement uniform standards, controls, procedures and policies;

The loss of key employees and customers as a result of changes in management;

The incurrence of amortization expenses.

As a result of the growth of our company, we may seek to raise additional capital through an offering of common shares, preference shares or debt, which may result in dilution and/or the issuance of securities. As a result, our share price may decline and there may be possible dilution to our shareholders if the purchase price is paid in common shares or securities convertible into common shares.

In addition, geographic distances may make integration of businesses more difficult. We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions. If realized, these risks could reduce shareholder value.

The loss of any of our significant customers could adversely affect our revenue and profitability, and therefore shareholder value.

We sell our products through carriers, mobile operators, service providers, ~~value added resellers (~~VARS) and enterprise customers. We are dependent on a limited number of customers for a significant portion of our revenues. Most of these customers also sell products of our competitors. Accordingly, our business and future success depends on our ability to maintain and build on existing relationships and develop new relationships. If any of these customers, for any reason, discontinues their relationship with us or reduces or postpones current or expected purchase orders for products, or suffers from business failure, our revenues and profitability could decline, perhaps materially. We expect that a limited number of customers will account for a significant portion of our revenues for the foreseeable future. In addition, our current customers purchase our products under purchase orders. Our customers have no contractual obligation to continue to purchase our products following our fulfillment of current purchase orders and if they do not continue to make purchases, our revenue and our profitability could decline, perhaps materially.

We depend on single source suppliers for some components used in our products and if these suppliers are unable to meet our demand the availability of our products may be materially adversely affected.

From time to time, certain components used in our products have been, and may be, in short supply worldwide and shortages in allocation of components may result in delay in filling orders from our customers, which may adversely affect our business. In addition our suppliers may experience damage or interruption in their operations, become insolvent or bankrupt, or experience claims of infringement, all of which could delay or stop their shipment of components to us, which may adversely affect our business. Alternate sources of components may not be available. If there is a shortage of any such components and we cannot obtain an appropriate substitute, we may not be able to deliver sufficient quantities of our products, we may lose business or customers and our revenue may be materially adversely affected.

We depend on a limited number of third parties to manufacture our products. If they do not manufacture our products properly or cannot meet our needs in a timely manner, we may be unable to fulfill our product delivery obligations and our costs may increase, and our revenue and margins could decrease.

We outsource the manufacturing of our products to a limited number of third parties and depend heavily on the ability of these manufacturers to meet our needs in a timely and satisfactory manner at a reasonable cost. We currently rely on two manufacturers, either of whom may terminate the manufacturing contract with us at the end of any contract year. Our reliance on third party manufacturers subjects us to a number of risks, including the following:

- the absence of guaranteed or adequate manufacturing capacity; - reduced control over delivery schedules, production levels, manufacturing yields and costs; - their inability to secure adequate volumes of components in a timely manner at a reasonable cost; and - unexpected increases in manufacturing costs.

the absence of guaranteed or adequate manufacturing capacity;

reduced control over delivery schedules, production levels, manufacturing yields and costs;

their inability to secure adequate volumes of components in a timely manner at a reasonable cost; and

unexpected increases in manufacturing costs.

If we are unable to successfully manage any of these risks or to locate alternative or additional manufacturers or suppliers in a timely and cost-effective manner, we may not be able to deliver products in a timely manner. In addition, our results of operations could be harmed by increased costs, reduced revenues and reduced margins. Under our manufacturing agreements, in many cases we are required to place binding purchase orders with our manufacturers well in advance of our receipt of binding purchase orders from our customers. In this situation, we consider our customers’ good faith, non-binding forecasts of demand for our products.

As a result, if the number of actual products ordered by our customers is materially different from the number of products we have instructed our manufacturer to build (and purchase components in respect of), then, if too many components have been purchased by our manufacturer, we may be required to purchase such excess component inventory, or, if an insufficient number of components have been purchased by our manufacturer, we may not be in a position to meet all of our customers’ requirements. If we are unable to successfully manage our inventory levels and respond to our customers’ purchase orders based on their forecasted quantities, our business could be adversely affected.

We may have difficulty responding to changing technology, industry standards and customer requirements, which could cause us to be unable to recover our research and development expenses and our revenue could decline.

The wireless communications industry is subject to rapid technological change. Our business and future success will depend, in part, on our ability to accurately predict and anticipate evolving wireless technology standards and develop products that keep pace with the continuing changes in technology, evolving industry standards and changing customer and end-user preferences and requirements. Our products embody complex technology that may not meet those standards, preferences and requirements. Our ability to design, develop and commercially launch new products depends on a number of factors, including, but not limited to the following:

- our ability to attract and retain skilled technical employees; - the availability of critical components from third parties; - our ability to successfully complete the development of products in a timely manner; and - our ability to manufacture products at an acceptable price and quality.

Our ability to attract and retain skilled technical employees;

The availability of critical components from third parties;

Our ability to successfully complete the development of products in a timely manner; and

Our ability to manufacture products at an acceptable price and quality.

A failure by us, or our suppliers, in any of these areas, or a failure of new products to obtain commercial acceptance, could mean we receive less revenue than we anticipate and we are unable to recover our research and development expenses, and may result in a decrease in the market price for our shares.

We develop products to meet our customers’ requirements. If we are unable or choose not to meet our customers’ future needs, we may not win their future business and our revenue and profitability may decrease. In addition, wireless communications service providers require that wireless data systems deployed on their networks comply with their own standards, which may differ from the standards of other providers. We may be unable to successfully address these developments in a timely basis or at all. Our failure to respond quickly and cost-effectively to new developments through the development of new products or enhancements to existing products could cause us to be unable to recover significant research and development expenses and reduce our revenues.

We may infringe on the intellectual property rights of others.

The industry in which we operate has many participants that own, or claim to own, proprietary intellectual property. While to date we have not received assertions or claims from third parties alleging that our products violate or infringe on their intellectual property rights we may receive these assertions in the future. Rights to intellectual property can be difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property rights of others. In many cases, these third parties are companies with substantially greater resources than us, and they may be able to, and may choose to, pursue complex litigation to a greater degree than we could. Regardless of whether these infringement claims have merit or not, we may be subject to the following:


	-	We may be liable for potentially substantial damages, liabilities and litigation costs, including attorneys’ fees;
	-	We may be prohibited from further use of the intellectual property and may be required to cease selling our products that are subject to the claim;
	-	We may have to license the third party intellectual property, incurring royalty fees that may or may not be on commercially reasonable terms. In addition, there is no assurance that we will be able to successfully negotiate and obtain such a license from the third party;
	-	We may have to develop a non-infringing alternative, which could be costly and delay or result in the loss of sales. In addition, there is no assurance that we will be able to develop such a non-infringing alternative;
	-	The diversion of management’s attention and resources;
	-	Our relationships with customers may be adversely affected; and
	-	We may be required to indemnify our customers for certain costs and damages they incur in such a claim.

In the event of an unfavorable outcome in such a claim and our inability to develop a non-infringing alternative, then our business, operating results and financial condition may be materially adversely affected and we may have to restructure our business.

Misappropriation of our intellectual property could place us at a competitive disadvantage.

Our intellectual property is important to our success. We rely on a combination of patent protection, copyrights, trademarks, trade secrets, licenses, non-disclosure agreements and other contractual agreements to protect our intellectual property. Third parties may attempt to copy aspects of our products and technology or obtain information we regard as proprietary without our authorization. If we are unable to protect our intellectual property against unauthorized use by others it could have an adverse effect on our competitive position. Our strategies to deter misappropriation could be inadequate due to the following risks:


	-	Non-recognition of the proprietary nature or inadequate protection of our methodologies in the United States, Canada or foreign countries;
	-	Undetected misappropriation of our intellectual property;
	-	The substantial legal and other costs of protecting and enforcing our rights in our intellectual property; and
	-	Development of similar technologies by our competitors.

In addition, we could be required to spend significant funds and our managerial resources could be diverted in order to defend our rights, which could disrupt our operations.

Fluctuations in exchange rates between the United States dollar and other currencies, including the Canadian dollar may affect our operating results.

We are exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar through our operations in Canada. To reduce our risk because of currency fluctuations, we purchase inventory, other cost of sales items and many of our services in United States dollars, however, some of our operating costs are still incurred in Canadian dollars, primarily those relating to marketing, administration and sales support. Given the fluctuation in the Canadian dollar relative to the United States dollar, our operating results may be negatively impacted. To date, we have not entered into any foreign currency futures contracts as part of a hedging policy. We expect that as our business expands in Europe and the Asia-Pacific region, we will also be exposed to additional foreign currency transactions and to the associated currency risk.

We depend on wireless network carriers to offer acceptable wireless data and voice communications services for our products to operate.

Our products can operate on wireline networks but because of our 3G/4G Business Class focus we are dependent on wireless data and voice networks operated by third parties. Our business and future growth depends, in part, on the successful deployment by network carriers of next generation wireless data and voice networks and the network carriers’ ability to co-market our products. If these network carriers delay the deployment or expansion of next generation networks or fail to offer our products in conjunction with their data plans, or fail to price and market their services effectively, sales of our products will decline and our revenues will decrease.

We do not have fixed-term employment agreements with our key personnel and the loss of any key personnel may harm our ability to compete effectively.

None of our executive officers or other key employees has entered into a fixed-term employment agreement. Our success depends in large part on the abilities and experience of our executive officers and other key employees. Competition for highly skilled management, technical, research and development and other key employees is intense in the wireless communications industry. We may not be able to retain our current executive officers or key employees and may not be able to hire and transition in a timely manner experienced and highly qualified additional executive officers and key employees as needed to achieve our business objectives. The loss of executive officers and key employees could disrupt our operations and our ability to compete effectively could be adversely affected.

As our business expands internationally, we will be exposed to additional risks relating to international operations.

If we are unable to further develop distribution channels in Europe and the Asia-Pacific region we may not be able to grow our international operations and our ability to increase our revenue will be negatively impacted.

Government regulation could result in increased costs and inability to sell our products.

Our products are subject to certain mandatory regulatory approvals in the United States, Canada, the European Union and other regions in which we operate. In the United States, the Federal Communications Commission regulates many aspects of communications devices. In Canada, similar regulations are administered by the Ministry of Industry, through Industry Canada. European Union directives provide comparable regulatory guidance in Europe. Although we have obtained all the necessary Federal Communications Commission, Industry Canada and other required approvals for the products we currently sell, we may not obtain approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change or we may not be able to obtain regulatory approvals from countries other than the United States and Canada in which we may desire to sell products in the future.

If our efforts to restore the business to sustained profitability are not successful, we may be required to restructure or take other actions and our share price may decline.

We have incurred losses from operations in ~~2009~~2010 and ~~2008~~2009 as a result of restructuring our business and selling off low margin end of life products associated with the distribution business and we believe that we will continue to incur losses throughout fiscal year ending October 31, ~~2010~~2011 asuntil such time we ~~continue~~have tothe ~~develop~~necessary ~~our~~funds ~~business~~to attract and ~~launch~~hire ~~our~~additional ~~new~~sales, ~~portfolio~~marketing, ofand ~~routing~~support ~~products~~personnel ~~and~~required ~~services~~to ~~over~~reach ~~the~~our ~~next~~monthly ~~8-12~~breakeven ~~months~~sales targets.

Our ability to achieve and maintain profitability in the future will depend on, among other things, the continued sales of our current products and the successful development and commercialization of new products. If we cannot sustain profitability, our total losses will increase and we may be required to restructure our operations or raise additional capital. Additional financing may not be available, and even if available, may not be on acceptable terms. We may seek to raise additional capital through an offering of common shares, preference shares or debt, which may result in dilution, and/or the issuance of securities with rights senior to the rights, of the holders of common shares. As a result, our share price may decline.

Risks Associated with Our Common Stock

We do not intend to pay dividends on any investment in our common stock.

We do not currently anticipate declaring and paying dividends to our stockholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. WeThere anticipated the loss for 2009 as a result of realigning our business strategy with a focusing primarily on developing new products. Because we experienced a loss from operations in 2009 and 2008, there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of shares of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, which currently do not intend to pay any dividends on shares of our common stock for the foreseeable future. To the extent that we require additional financing currently not provided for in our financing plan, our financing sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our common stock will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our common stock.

The price of our common stock is likely to be highly volatile and may decline. If this happens, our stockholders may have difficulty selling their shares and may not be able to sell their shares at all.

We cannot assure you that a trading market will continue to develop for our common stock, or if it does, it may not be sustained, or that any stockholder will be able to liquidate his or her investment without considerable delay, if at all. The market price of our common stock is likely to be highly volatile and may also fluctuate significantly in response to the following factors, most of which are beyond our control:


	-	variations in our quarterly operating results;
	-	changes in market valuations of similar companies;
	-	announcements by us or our competitors of significant new products; and
	-	the loss of key management.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies’ securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

Because we can issue additional shares of our common stock, our stockholders may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 600,000,000 shares of common stock. As of January 2728, ~~2010~~2011 there were 5772,~~333~~268,~~785~~522 shares of our common stock issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our stockholders. Consequently, our stockholders may experience dilution in their ownership of our company in the future.

Because we can issue up to 100,000,000 shares of preferred stock, preferred shareholders will have preference over our common stockholder.

On October 5, 2010 we filed a Certificate of Amendment to our Articles with the Secretary of State of Nevada creating 100,000,000 preferred shares with a par value of $0.001 per share. Our board of directors is authorized to prescribe the series and the number of the shares of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each series of preferred stock. Consequently, preferred shareholders may be entitled to a higher claim on the assets and earnings than holder of our common stock. No preferred shares have been issued as of the date of this Report

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, which we refer to as FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for shares of our common stock.


ITEM 1B.	UNRESOLVED STAFF COMMENTS.

Not applicable.


ITEM 2.	PROPERTIES.

Executive, Head Office and Operations

~~Effective~~Our ~~September 29, 2009, our~~ corporate office is located at 1404 510 West Hastings Street, Vancouver, B.C. Canada V6B 1L8. ~~Nexaira’s~~Our operations are located at 6650 Lusk Blvd Suite B20, San Diego California 92121. This facility functions as our main operating facility. We believe our current premises are adequate for our operations today but will limit our ability to grow. As a result we are looking to add incremental space as required without increasing our costs significantly.

1517


ITEM 3.	LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

PART II


ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our common shares are quoted on the OTC Bulletin Board under the trading symbol “NXWI.OB”. Our shares have been quoted on the OTC Bulletin Board since November 2, 2009. No trades in our common stock were ~~effected~~affected on the OTC Bulletin Board until January 6, 2010*. ~~There has been only limited trading in our common stock since that date.~~

~~Holders~~The following table sets forth, for the periods indicated, the high and low sales prices per share of our ~~Common~~common ~~Stock~~stock was compiled from information obtained from the OTC Bulletin Board system. These prices are based on quotations between dealers, which do not reflect retail mark-up, markdown or commissions, and do not necessarily represent actual transactions.

Our common shares are issued in registered form. The transfer agent and registrar of our common stock is Empire Stock Transfer Inc., located at 1859 Whitney Mesa Dr., Henderson, NV 89014; telephone: 702 818-5898; fax: 702 974-1444. As of January 19, 2010, there were 65 holders of record of our common stock. As of such date, 57,333,785 shares of our common stock were issued and outstanding.


	High ($)	Low ($)
2010
First quarter (January 6 to January 29, 2010 only)	.71	.30
Second quarter	1.14	.30
Third quarter	1.02	.29
Fourth quarter	.40	.105

~~Dividend~~Number ~~Policy~~of Stockholders of Record

WeCommon have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: Shares

-Authorized: we600,000,000 ~~would~~at ~~not~~$0.001 bepar ~~able~~value. toAs ~~pay~~of January 28, 2011, 72,268,522 shares of our ~~debts~~common asstock ~~they~~were ~~become~~issued ~~due~~and inoutstanding. ~~the~~As ~~usual~~October ~~course~~31, of2010 ~~business;~~there orwere -39 registered shareholders of our common stock, holding a total ~~assets~~of ~~would~~59,308,785 beshares. ~~less~~Because ~~than~~many of the ~~sum~~shares of our ~~total~~common ~~liabilities~~stock ~~plus~~are ~~the~~held ~~amount~~by ~~that~~CEDE ~~would~~& beCo. ~~needed~~on behalf of brokers and other institutions, we are unable to ~~satisfy~~estimate the ~~rights~~total number of stockholders ~~who~~represented ~~have~~by ~~preferential~~these ~~rights~~record ~~superior~~holders. toAs ~~those~~of ~~receiving~~October ~~the~~31, ~~distribution~~2010 CEDE & Co. was holding 25,278,700 shares of our common stock.

~~Recent~~Preferred ~~Sales of Unregistered Securities~~ Shares

~~Other~~Authorized: ~~than~~100,000,000 asat ~~disclosed~~$0.001 ~~herein~~par orvalue. inAs ~~previous~~of ~~quarterly~~January ~~reports~~28, on2011, ~~Form~~no ~~10-Q~~preferred orshares ~~current reports on Form 8-K, we~~ have ~~not~~been issued ~~any equity securities that were not registered under the Securities Act~~.

~~Purchases~~Our transfer agent and registrar of ~~Equity~~our ~~Securities~~common bystock ~~Our~~(and ~~Company~~preferred, if and ~~Affiliated~~when ~~Purchasers~~issued) is Empire Stock Transfer Inc., located at 1859 Whitney Mesa Dr., Henderson, NV 89014; telephone: 702 818-5898; fax: 702 974-1444.

WeDividend ~~did not purchase any of our shares of common stock or other securities during our fiscal year ended October 31, 2009.~~Policy

~~ITEM~~We 6have not declared or paid any cash dividends since inception. ~~SELECTED~~There ~~FINANCIAL~~are ~~DATA~~no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

~~Not Applicable.~~ 18

~~ITEM~~- 7.we ~~MANAGEMENT’S~~would ~~DISCUSSION~~not ~~AND~~be ~~ANALYSIS~~able OFto ~~FINANCIAL~~pay ~~CONDITION~~our ~~AND~~debts ~~RESULTS~~as OFthey ~~OPERATIONS~~become due in the usual course of business; or - our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

~~the~~Moreover, ~~following~~should ~~discussion~~any ~~should~~preferred stock be ~~read~~issued init ~~conjunction~~may ~~with~~contain ~~our~~restrictions ~~financial~~on ~~statements~~our ~~and~~ability ~~the~~to ~~related~~declare ~~notes~~and ~~that~~pay ~~appear~~dividends ~~elsewhere~~on inour ~~this~~common ~~annual report~~stock. ~~The~~We ~~following~~plan ~~discussion~~to ~~contains~~retain ~~forward-looking~~all ~~statements~~earnings, ~~that~~if ~~reflect our plans~~any, ~~estimates~~for ~~and~~the ~~beliefs.~~foreseeable ~~Our~~future ~~actual~~for ~~results~~use ~~could differ materially from those discussed~~ in the ~~forward~~operation ~~looking~~of ~~statements.~~our ~~Factors~~business ~~that~~and ~~could cause or contribute~~ to ~~such~~fund ~~differences~~future ~~include those discussed below and elsewhere in this annual report.~~growth

16Annual Meeting of Stockholders

~~Our~~On ~~audited~~June ~~financial~~22, ~~statements~~2010, ~~are~~we ~~stated~~held inour ~~United~~annual ~~States~~meeting ~~dollars~~of ~~and~~stockholders ~~are~~to ~~prepared~~elect the directors of our company. As disclosed in ~~accordance~~our Form 8-K filed with ~~United~~the ~~States~~Securities ~~generally~~and ~~accepted~~Exchange Commission on June 24, 2010, our stockholders elected Mark Sampson, Ralph Proceviat, Brad Weinert, James Grey and Michael Donnell as the directors of our company and ratified the appointment of BDO USA LLP as our independent registered public accounting ~~principles~~firm. Our stockholders also ratified our 2009 Stock Option Plan. Under the Plan, options to acquire common shares may be granted to directors, officers, consultants and employees of our company. A total of 15,000,000 common shares may be issued under the Plan. The purpose of our 2009 stock option plan is to retain the services of valued key employees, directors, officers and consultants of our company and such other persons as the Plan Administrator shall select, and to encourage such persons with an increased incentive to make contributions to our company.

~~Company~~Form ~~Overview~~S-8 - Registration Statement Under the Securities Act of 1933

WeOn ~~were~~July ~~incorporated~~12, in2010 ~~the~~we ~~State~~filed ofa ~~Nevada~~Registration Statement on ~~March~~Form ~~19,~~S-8 ~~2007.~~with Onthe ~~June~~Securities 1,and ~~2007,~~Exchange weCommission ~~entered~~to ~~into~~register aan ~~share~~aggregate ~~purchase~~of ~~agreement~~15,000,000 ~~with~~shares ~~Slawek~~of ~~Kajko,~~ our ~~then~~common ~~president,~~stock ~~secretary,~~that ~~treasurer~~are ~~and~~issued aor ~~director~~issuable ofpursuant ~~our~~to ~~company,~~stock ~~whereby~~options wegranted ~~acquired~~and ~~all~~to ofbe ~~the~~granted ~~issued~~under ~~and~~our ~~outstanding~~2009 ~~shares~~stock ofoption ~~Westside~~plan. ~~Publishing~~Pursuant ~~Ltd.~~to inRule ~~consideration~~416(a) ~~for~~under the ~~issuance~~Securities Act of a1933, ~~promissory~~as ~~note~~amended, in the ~~amount~~Registration ofStatement ~~$28,047.~~also ~~Westside~~covers ~~Publishing~~any ~~Ltd.~~additional ~~became~~shares of our ~~wholly-owned~~common ~~subsidiary~~stock ~~and~~that webecome ~~commenced~~issuable under any of the ~~business~~listed plans by reason of ~~publishing~~any ~~and~~stock ~~selling~~dividend, ~~advertising~~stock ~~for~~split, arecapitalization ~~consumer~~or ~~electronics~~other ~~magazine~~similar ~~entitled~~transaction ~~Canada~~effected ~~HiFi.~~without Inreceipt ~~addition~~of toconsideration ~~this,~~that weincreases ~~also~~the ~~provide~~number ~~graphic~~of ~~design~~our ~~services.~~outstanding shares of common stock.

~~Effective~~Recent ~~September~~Sales 29, 2009, we entered into a share exchange agreement with our wholly-owned subsidiary, Westside Publishing Ltd., an Ontario corporation, Nexaira Inc. (“Nexaira”), an Alberta corporation, Nexaira’s wholly-owned subsidiary, Nexaira, Inc., a California corporation, whereby we agreed to acquire all of ~~the~~Unregistered issued and outstanding common shares in the capital of Nexaira from the shareholders of Nexaira in consideration for the issuance, by us, of 15,489,262 restricted common shares in the capital of our company on the basis of 1.75 shares of our common stock for every one Nexaira share. Securities

WeOther ~~divested~~than ~~Westside~~as ~~Publishing~~disclosed ~~Ltd.~~herein ~~effective~~or ~~October~~in ~~28,~~previous ~~2009.~~quarterly Asreports ~~consideration~~on ~~for~~Form ~~this~~10-Q ~~divestment~~or ofcurrent ~~Westside~~reports ~~Publishing~~on ~~Ltd.,~~Form 408-K,~~800,000~~ ~~restricted~~we ~~shares~~have ~~held~~not byissued ~~our~~any ~~former~~equity ~~president~~securities ~~and~~that ~~director~~ were ~~surrendered~~not ~~for~~registered ~~cancellation. In~~under ~~addition,~~the ~~20,000,000~~Securities ~~restricted shares were surrendered for cancellation by a former officer and director pursuant to a return to treasury agreement with our company dated October 28, 2009~~Act. ~~These share cancellations were effective as of October 30, 2009.~~

~~Management’s~~Purchases ~~Plan~~ of ~~Operations~~Equity Securities by Our Company and Affiliated Purchasers

~~2009 was a challenging year for our Company.~~ We re-aligned our operations as we felt it necessary to begin exiting from marginally profitable product lines and subsequently liquidating obsolete inventory obtained under the legacy business model being the distribution business. This resulted in us having to reduce our staffing levels associated with the legacy distribution business which we did. ~~Knowing~~not wepurchase ~~would~~any ~~realize~~of reduced revenues from this business and increased costs associated with building the Company’s development and engineering staff to prepare us for entering the 3G/ 4G router market, we were successful in raising enough working capital from our ~~single~~shares ~~largest~~of ~~investor~~common ~~group~~stock toor ~~sustain~~other ~~operations~~securities ~~and~~during ~~position us for growth in~~ our ~~emerging business. In this last~~ fiscal year, weended ~~experienced~~October ~~one of the worst economic downturns in recent history. This coupled with a tightening of supplier credit~~31, price decreases, increased competition from other distributors added by manufacturers and decreased demand, we are confident we have made the right decision to reduce our dependency on the distribution business2010. As a result we have turned our attention towards designing and developing our own products – specifically 3G/ 4G wireless routing firmware and hardware. After 18 months of testing, field trials, customer driven enhancements and modifications, we not only understand the customer requirements and the market verticals but have better control on the business and the challenges facing it. Being less dependent on the commodity based distribution business, we are now positioned to commercialize our proprietary router solutions and increase and broaden our revenue streams. Our planned revenue growth and return to profitability is expected to come as a result of the introduction of our (1) innovative and patent pending proprietary technology, (2) the launch of our new suite of products catering to the growing 3G/4G wireless business segment and (3) an experienced sales and operations team focused on the wireless marketplace. This is dependent on our ability to raise new capital.

~~With~~ITEM ~~our~~6. ~~base~~SELECTED ofFINANCIAL current customers and a diversified expanding market, we believe our new suite of products will create one-time and recurring revenue, potentially yielding higher gross profit margins as compared to the legacy distribution businessDATA.

~~Notwithstanding~~Not the historical operating results over the last 18 months, management believes that the true value of our Company rests in the changes and progress made over the past 12 months which should provide a unique and sustainable competitive advantageApplicable. With the introductions of our new router solutions, management intends to leverage our existing loyal customer base, enhance our fulfillment expertise to provide unique packaging and delivery of the NexWareSM software, develop new markets, add new customers, strengthen our business relationships with strategic vendors and continue to be innovative in developing software and firmware to meet our customers’ needs. We intend to continue to strengthen our management and board of directors by attracting seasoned executives with marketing, finance and technical expertise from the wireless and wireline industries.

17ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Looking~~Management’s ~~forward~~discussion ~~for~~and ~~the~~analysis ~~next~~of 12financial ~~months,~~condition weand ~~believe~~results ~~that we have established a strong foundation~~ of IPoperations (~~Intellectual Property~~“MD&A”), ~~industry~~is ~~relationships,~~provided ~~quality~~as ~~assurance~~a ~~methodologies~~supplement ~~and proprietary enabling technology, NexWareSM, which can be readily adapted~~ to ~~meet~~ the ~~needs~~accompanying ofcondensed ~~specific~~consolidated ~~partners~~financial ~~and~~statements ~~markets. Our objectives over the next 12 months are to continue to build value inside the business~~ and ~~move~~footnotes ~~our company~~ to ahelp ~~more~~provide ~~profitable~~an ~~stage~~understanding of ~~growth.~~our Tofinancial ~~support this growth~~condition, wechanges ~~are~~in ~~seeking short term equity of $3-5 million over the next 3-6 months. This further investment will provide the capital necessary to drive~~ our ~~new~~financial ~~business~~condition ~~model,~~and ~~launch~~results ~~our~~of ~~new products, meet~~ our ~~customers’~~operations. ~~needs~~The ~~and~~MD&A ~~increase~~is ~~shareholder~~organized ~~value.~~as follows:

In• ~~order~~Caution toconcerning ~~exploit~~forward-looking ~~our~~statements. ~~current~~This ~~technological~~section ~~advantage,~~discusses ~~quickly~~how ~~penetrate~~forward-looking ~~the~~statements ~~market~~made ~~and~~by ~~accelerate~~us ~~our~~in ~~aggressive~~the ~~business~~MD&A ~~plans,~~and ~~management~~elsewhere isin ~~seeking~~this toreport ~~raise~~are $5based ~~million~~on ~~USD,~~management’s inpresent ~~two~~expectations ~~tranches;~~about $3future ~~million~~events byand ~~February~~are ~~2010~~inherently ~~and~~susceptible $2to ~~million~~uncertainty onand orchanges ~~before~~in ~~June~~circumstances. ~~30,~~• ~~2010~~Company Overview. This $5section ~~million~~provides ~~USD~~an ~~will~~introductory ~~top~~overview ~~off~~and ~~the~~context $4for ~~million~~the ~~invested~~discussion toand ~~date~~analysis ~~which~~that ~~has~~follows ~~allowed~~in ~~us to successfully restructure and re-focus~~ the ~~company~~MD&A. ~~The~~• ~~proceeds~~Results of ~~the~~operations. $5This ~~million~~section ~~will~~provides bean ~~used~~analysis toof ~~launch~~our ~~the~~results ~~sales~~of ~~and~~operations ~~marketing~~for ~~campaign~~the ~~and~~twelve ~~allow~~months ~~management~~ended toOctober ~~achieve~~31 ~~profitability~~2010 ~~from~~and ~~operations~~2009. ~~and~~A ~~which~~brief wedescription ~~believe~~is ~~will~~provided ~~increase~~of ~~shareholder~~transactions ~~value. The~~and ~~funds~~events ~~will~~that ~~also~~impact bethe ~~used~~comparability ~~for~~of ~~general~~the ~~working~~results ~~capital~~being analyzed.

~~Year Ended October 31, 2009 Compared to Year Ended October 31, 2008~~ 19

~~Total~~• ~~revenues~~Outstanding ~~for~~Share ~~the~~Data. ~~year~~This ~~ended~~section ~~October~~provides ~~31,~~the ~~2009~~designation ~~amounted~~and tonumber ~~$5,643,840~~or ~~compared~~principal toamount ~~$12,128,852~~of ~~for~~(a) ~~the~~each ~~same~~class ~~period~~and inseries ~~2008.~~of ~~The~~voting ~~decrease~~or inequity ~~revenues~~securities for ~~the~~which ~~twelve~~there ~~months~~are ~~compared~~securities tooutstanding; ~~the~~(b) ~~twelve~~each ~~month~~class ~~period~~and inseries ~~2008~~of ~~was~~securities ~~primarily~~for ~~attributable~~which tothere ~~one~~are ofsecurities ~~the~~outstanding ~~worst~~if ~~economic~~the ~~downturns~~securities inare ~~recent~~convertible ~~history~~into, ~~the~~or ~~tightening~~exercisable ofor ~~supplier~~exchangeable ~~credit~~for, ~~price~~voting ~~decreases,~~or ~~increased~~equity ~~competition~~securities; ~~from~~and ~~other~~(c) ~~distributors~~subject ~~added~~to bysubsection ~~manufacturers~~(2), aeach ~~decrease~~class ~~in product demand~~ and ~~the~~series ~~disruption in the supply~~ of ~~data~~voting ~~cards~~or ~~from~~equity ~~one~~securities ofthat ~~our~~are ~~suppliers. Gross~~issuable ~~profit~~on ~~for~~ the ~~year ended October 31~~conversion, ~~2009~~exercise ~~amounted to $1,035,738~~ or ~~18.35%~~exchange of ~~total~~outstanding ~~revenues~~securities. ~~This~~ ~~compares~~• toFinancial ~~gross~~condition ~~profit~~and ofliquidity. ~~$2,397,358~~This orsection ~~19.76%~~provides ofan ~~total~~analysis ~~revenues~~of ~~for~~our ~~the~~cash ~~twelve~~position ~~months~~and ~~ended~~cash ~~October 31~~flows, ~~2008. The~~as ~~decrease~~well inas ~~gross~~a ~~margin~~discussion ~~for~~of ~~the~~our ~~twelve~~financing ~~months~~arrangements ~~ended~~and ~~October~~financial ~~31,~~commitments. ~~2009~~• isCritical ~~primarily~~accounting ~~due~~policies. toThis ~~some~~section ofdiscusses ~~the~~those ~~Company’s~~accounting ~~inventory~~policies ~~reaching~~that ~~“end~~are ofboth ~~life”~~considered ~~status. Management~~important ~~implemented a sales plan~~ to ~~liquidate~~our ~~this~~financial ~~“end~~condition ofand ~~life”~~operating ~~inventory~~results atand ~~reduced~~require ~~sales~~significant ~~price~~judgment ~~to end users~~ and ~~increase~~estimates inon ~~our obsolescence~~the ~~provision~~part ~~related~~of tomanagement ~~slow~~in ~~moving~~their ~~inventory~~application.

~~Total~~CAUTION ~~operating~~CONCERNING expenses amounted to $4,079,224 for the twelve months ended October 31, 2009 compared to $3,507,203 for the same period in 2008. This $572,021 increase primarily relates to selling, general and administrative expense comprising of reFORWARD-~~organizational~~LOOKING costs incurred during the year, including increased payroll and related costs, and consulting fees, totaling $543,000 related to the hiring of additional sales and administrative personnel. In addition, increased audit and legal costs associated with the Share Exchange Agreement and the audit of the 2007, 2008 and 2009 consolidated financial statements in accordance with the Public Company Accounting Oversight Board (PCAOB) totaling $152,000 increased our selling and general administrative expenses during the year. This increase was offset by a decrease in bad debt expense of $189,000 as a result of a settlement entered into with a customer. STATEMENTS

~~Interest~~The MD&A should be read in conjunction with the consolidated financial statements and ~~other~~notes ~~expense~~thereto ~~increased~~included ~~$209,300~~in tothis ~~$353,563~~report. ~~for~~This discussion contains forward-looking statements. These forward-looking statements are made as of the ~~twelve~~date ~~months~~of ~~ending~~this ~~October~~report. ~~31,~~Any ~~2009~~statement ~~compared~~that refers to ~~$144~~an expectation,~~263~~ asprojection or other characterization of ~~October~~future 31events or circumstances, ~~2008~~including asthe underlying assumptions, is a ~~result~~forward-looking instatement. ~~increased~~We ~~cost~~use ofcertain ~~borrowings~~words and their derivatives such as “anticipate”, ~~primarily~~“believe”, “plan”, “expect”, “estimate”, “predict”, “intend”, “may”, “will”, “should”, “could”, “future”, “potential”, and similar expressions in ~~connection~~many ~~with~~of the ~~convertible~~forward-looking ~~debenture~~statements. The forward-looking statements are based on our current expectations, estimates and ~~working~~projections ~~capital~~about ~~loans~~our ~~provided~~industry, management’s beliefs, and other assumptions made by ~~related~~us. ~~parties~~These statements and the expectations, estimates, projections, beliefs and other assumptions on which they are based are subject to many risks and uncertainties and are inherently subject to change. We describe many of the risks and uncertainties that we face in “Risk Factors” in Item 1A and elsewhere in this report. Our actual results and actual events could differ materially from those anticipated in any forward-looking statement. Readers should not place undue reliance on any forward-looking statement.

~~The~~Our ~~loss~~audited ~~from~~consolidated ~~operations~~financial ~~amounted~~statements toare ~~$3,043,486~~stated ~~for the year ended October 31, 2009 compared to a loss of $1,109,845 for same period~~ in ~~2008. The~~United ~~increase~~States isdollars ~~due to lower sales~~ and ~~increased~~are ~~costs~~prepared ~~as noted above. Net loss after interest and income taxes amounted to $3,373,635 for the year ended October 31, 2009, an increase of $2,342,641 over the same period~~ in ~~2008.~~accordance ~~With~~with ~~the~~United ~~sales~~States ofgenerally ~~our~~accepted ~~new~~accounting line of routers expected gain traction in fiscal 2010 and a continued demand and supply of broadband data cards, it is anticipated that the company’s losses will decrease year over year, commencing the third quarter of FY 2010principles.

~~Liquidity~~Company ~~and Financial Condition~~ Overview

~~Working~~We ~~Capital~~were incorporated in the State of Nevada on March 19, 2007 under the name of Technology Publishing, Inc. On October 26, 2009, we completed a merger with our subsidiary, Nexaira Wireless Inc., a Nevada corporation which was incorporated solely to effect a change in our name to better reflect the nature of our business. As a result, we have changed our name from “Technology Publishing, Inc.” to “Nexaira Wireless Inc.” The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”.

		At October 31,
		2009			2008
Current assets	$	1,332,777		$	3,213,232
Current liabilities		5,046,387			2,742,172
Working capital (deficiency)	$	(3,713,610	)	$	471,060

We develop and deliver 3G/4G) wireless routing solutions that offer speed, reliability and security to carriers, mobile operators, service providers, VARS and enterprise customers. Recognizing the need for competitively priced, high quality wireless broadband devices in 2008, we designed and developed customizable branded 3G/4G routing platforms for the business market. Our routing solutions are simple to install, yet provide the advanced management and business class features demanded by the most sophisticated users. We believe our wireless devices are ideal for secure high availability wireless applications acting as the primary router on wireless, DSL, or cable networks or can be used to provide complete device and network redundancy in wide area network-failover/fail back applications.

~~Our~~Management’s ~~cash~~Plan ~~on hand as at October 31, 2009 was $260,067. As at October 31, 2009, we had working capital deficiency~~ of $3,713,610. Included in current liabilities at October 31, 2009 is a convertible debenture in the amount of $1,950,000 of which $1,600,000 was converted into equity on November 10, 2009. Current liabilities also include promissory notes payable to related parties in the aggregate of $681,349, of which $502,262 of this amount was converted to equity on January 6, 2010. We have incurred operating losses since 2008, and this is likely to continue for the year ending October 31, 2010.Operations

2010 was a year of change for us. Shifting from being a reseller of data cards for the wireless industry we launched our first proprietary wireless routers in May of 2010 that interface easily with the 4G LTE wireless networks of Verizon, Sprint and AT&T as well as HSPA+ networks of Bell, Rogers and Telus. We re-aligned our operations as we exited from marginally profitable product lines and focused on developing our procurement and supply systems to support rapid sales growth of our new products. During this time we were successful in raising enough working capital from investors to sustain operations and position us for growth in our emerging business. With a focus on designing, developing and distributing our own products –specifically 3G/ 4G wireless routing solutions which include firmware and software developed in house, we began selling our products to VARs, carriers and disribution partners in June of 2010. After 18 months of testing, field trials, customer driven enhancements and modifications, we not only understand the customer requirements and the market verticals but have better control on the business and the challenges facing it. Being less dependent on the commodity based distribution business, we have now commercialized our proprietary routing solutions in an attempt to increase and broaden our revenue streams and gross margins. Our planned revenue growth and return to profitability is expected to come as a result of the introduction of our (1) innovative proprietary technology, (2) the launch of our new suite of products catering to the growing 3G/4G wireless business segment and (3) an experienced sales and operations team focused on the wireless marketplace. This, of course, is dependent on our ability to raise new capital.

We anticipate that our cash on hand and the revenue that we anticipate generating from product sales will not be sufficient to satisfy all of our cash requirements for the next twelve month period. We plan to raise additional capital primarily through the equity financing and further borrowings from our current shareholders and directors if this type of funding continues to be available. We will continue to seek additional funds from our current shareholders and directors to fund our day to day operations until equity financing can be pursued but we have no guarantee that our current shareholders and directors will continue to fund our day to day operations.20

WeWith ~~have been focused on changing~~ our ~~business~~base ~~model to include the development~~ of ~~our~~current ~~own~~customers ~~line~~and ~~of software to compliment the distribution side of our business. During this period we have experienced~~ a ~~decline~~diversified inexpanding ~~revenues resulting in negative cash flow from operations. We have a total shareholders’ deficit of $2~~market,~~358,789.~~ ~~As discussed in Note 1 of the Notes to the Consolidated Financial Statements,~~ we ~~have~~believe ~~incurred losses from operations and have negative cash flow from operations, a working capital and a net capital deficit that raise substantial doubt about~~ our ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 of the Notes to the Consolidated Financial Statements. The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern depends on our success in generating increased revenues and earnings in the immediate and foreseeable future with the introduction of our new ~~line~~suite of ~~hardware~~products ~~and~~will ~~software~~create ~~router~~onetime ~~products~~ and ~~solutions.~~recurring ~~Furthermore~~revenue, ~~the~~potentially ~~continuation~~yielding ofhigher ~~our~~gross ~~company~~profit margins as acompared ~~going concern is dependent upon the continued financial support from our shareholders and lenders and our ability~~ to ~~obtain necessary equity financing to continue operations. The issuance of additional equity securities by us could result in a significant dilution in~~ the ~~equity~~legacy ~~interests~~distribution ~~of our current stockholders~~business. ~~Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.~~

~~Future~~Notwithstanding ~~Fundraising~~the historical operating results management believes that the true value of our Company rests in the changes and progress made to enter the wireless routing segment with our own products. With the introductions of our new routing solutions, management intends to leverage our existing loyal customer base, enhance our fulfillment expertise to provide unique packaging and delivery of our user friendly graphical user interface, the i3 GUI. We intend to develop new markets, add new customers, strengthen our business relationships with strategic vendors and continue to be innovative in developing software and firmware to meet our customers’ needs. We also intend to continue to strengthen our management and board of directors by attracting seasoned executives with sales, marketing, finance and technical expertise from the wireless and wireline industries.

~~Fundraising~~Looking ~~will~~forward befor ~~one~~the next 12 months, we believe that we have established a strong foundation of ~~our~~IP, ~~primary~~industry ~~objectives~~relationships, ~~over~~quality assurance methodologies and proprietary enabling technology, NexWareSM, which can be readily adapted to meet the ~~next~~needs 12of ~~months.~~specific Wepartners ~~anticipate~~and ~~our~~markets. ~~cash~~Our ~~requirements~~objectives ~~for~~over the next 12 months are to ~~carry~~continue ~~out~~to ~~our~~build value inside the business ~~plan~~and ~~will~~move beour $3company ~~million. We~~to doa ~~not~~more ~~anticipate~~profitable ~~generating~~stage ~~positive~~of ~~internal~~growth. ~~operating~~To ~~cash~~support ~~flow~~this ~~until~~growth, we ~~can~~are ~~generate~~seeking ~~substantial~~an ~~revenues~~investment ~~from~~of ~~the~~$3-5 ~~commercial~~million ~~sale~~to ofdrive our new ~~line~~business ofmodel, ~~hardware~~launch ~~and~~our ~~software~~new ~~router~~ products, meet our customers’ needs and ~~solutions~~increase shareholder value. We ~~intend~~have tosigned ~~raise~~an $3agreement towith $5Reedland ~~million~~Capital ofto ~~our~~assist ~~cash~~us ~~requirements~~in ~~through~~raising ~~equity~~the ~~financings~~necessary ~~by June 2010~~capital.

AsThis ~~noted~~planned ~~above,~~capital ~~the~~raise ~~financial~~in ~~requirements~~US ofDollars ~~our company for the next twelve months~~ will ~~depend~~add ~~on our ability~~ to ~~raise~~ the ~~money~~$7.2 wemillion ~~require through debt financing and private placements associated with the issuance~~ of ~~additional~~ equity ~~securities~~invested ~~of our company~~ to ~~our~~date ~~current stockholders~~ and~~/or~~ ~~new~~the ~~stockholders~~$1.7 ~~The~~million ~~issuance~~ of ~~additional~~short ~~equity~~term ~~securities~~borrowings, bywhich ushas ~~may~~allowed ~~result~~us into asuccessfully ~~significant~~restructure, ~~dilution~~re-focus inour ~~the~~company ~~equity~~and ~~interests~~establish ofourselves ~~our~~as ~~current~~a ~~stockholders~~software company. ~~There~~The isproceeds ~~no assurance that we~~ will be ~~able~~used to ~~obtain~~launch ~~further~~the ~~funds~~sales ~~required~~and ~~for~~marketing ~~our~~campaign ~~continued~~and ~~operations~~allow ormanagement ~~that additional financing will be available~~ to usachieve ~~when~~profitability ~~needed~~from ~~or,~~operations ifand ~~available,~~which ~~that~~we itbelieve ~~can~~will beincrease ~~obtained~~shareholder ~~on commercially reasonable terms~~value. IfThe wefunds ~~are not able to obtain the additional financing on a timely basis, we~~ will ~~not~~also be ~~able~~used tofor ~~meet~~general ~~our~~working ~~other obligations as they become due and we will be forced to scale down or perhaps even cease our operations~~capital.

~~Off-Balance~~Year ~~Sheet~~Ended ~~Arrangements~~October 31, 2010 Compared to Year Ended October 31, 2009

WeTotal ~~have~~revenues nofor ~~significant~~the ~~off-balance~~year ~~sheet~~ended ~~arrangements~~October ~~that~~31, ~~have~~2010 oramounted ~~are~~to ~~reasonably~~$1,744,796 ~~likely~~compared to ~~have~~$5,643,840 afor ~~current~~the orsame ~~future~~period ~~effect~~in 2009. The decrease in revenues for the twelve months compared to the twelve month period in 2009 was primarily attributable to our strategy of exiting the low margin distribution business and focusing our resources on completing the development, certification (in May and June 2010), packaging and commercialization of our ~~financial~~initial ~~condition~~suite of routing products and solutions. From a business environment perspective, ~~changes~~the capital markets continue to lag making it challenging to secure the required capital to aggressively launch and market our products. With 2010 being another year of one of the worst economic downturns in ~~financial~~recent ~~condition~~history, ~~revenues~~the ortightening ~~expenses~~of supplier credit, ~~results~~eroding product gross margins from the sale of ~~operations~~end of life products, ~~liquidity~~increased competition from other distributors added by manufacturers, ~~capital~~a ~~expenditures~~decrease in product demand for the data card and modem part of the distribution business and the disruption in the supply of data cards from one of our suppliers, has led to lower revenues for the year. Gross profit for the year ended October 31, 2010 amounted to $221,456 or ~~capital~~13% ~~resources~~of ~~that~~total revenues. This compares to gross profit of $1,035,738 or 18% of total revenues for the twelve months ended October 31, 2009. The decrease in gross margin for the twelve months ended October 31, 2010 is ~~material~~primarily due to ~~stockholders~~our sell off of “end of life” inventory at reduced sales price. In addition, the Company provided for an additional $125,993 for obsolescence provision related to slow moving inventory identified as of October 31, 2010.

~~Application~~Total ofoperating ~~Critical~~expenses ~~Accounting~~amounted ~~Policies~~to $4,525,323 for the twelve months ended October 31, 2010 compared to $4,079,224 for the same period in 2009. This $446,099 increase primarily relates to increase in research and development expense in connection with the Company’s proprietary router technology that did not meet the criteria for capitalization under ASC 985-20.

~~The~~Interest ~~preparation~~and ofother ~~financial~~expense ~~statements~~increased in$28,179 ~~accordance~~to ~~with~~$358,950 ~~accounting~~for ~~principles~~the ~~generally~~twelve ~~accepted~~months inending ~~the~~October ~~United~~31, ~~States~~2010 ~~requires~~compared us to ~~make~~$330,771 ~~estimates~~as ~~and assumptions that affect the reported amounts~~ of ~~assets~~October ~~and~~31, ~~liabilities~~2009 atas ~~the~~a ~~date~~result ofin ~~the~~increased ~~financial~~cost ~~statements and the reported amounts~~ of ~~net~~borrowings, ~~revenue~~primarily ~~and~~in ~~expenses~~connection inwith the ~~reporting~~Convertible ~~period.~~Note WePayable ~~regularly~~agreement ~~evaluate~~entered ~~our~~into ~~estimates~~on ~~and~~August ~~assumptions related to inventory valuation and warranty liabilities~~20, ~~which affect our cost of sales and gross margin; the valuation of intangibles~~2010, ~~including~~for ~~software~~which ~~development~~it ~~costs,~~was ~~and~~determined ~~patents~~to ~~and~~contain ~~trademarks,~~an ~~which~~embedded ~~could~~derivative. inUsing the ~~future~~Monte ~~affect~~Carlo ~~our~~Valuation ~~impairment~~Model, ~~charges to write down~~ the ~~carrying~~fair value of ~~intangibles and~~ the ~~amount~~embedded ofderivative ~~related~~was ~~periodic~~determined ~~amortization~~to ~~expense~~be ~~recorded for definite-lived intangibles;; and the valuation of deferred income taxes~~$121, ~~which affects our income tax expense (benefit)~~249. WeThe ~~also~~Company’s ~~have other key accounting policies, such as our policies for~~ stock~~-based~~ ~~compensation~~price ~~and~~on ~~revenue~~August ~~recognition~~20, ~~including~~2010 ~~the~~was ~~deferral of a portion of revenues on sales to distributors~~$0. ~~The methods~~33, ~~estimates~~risk-free ~~and~~discount ~~judgments~~rate weof ~~use in applying these critical accounting policies have a significant impact on the results we report in our financial statements~~3.38% ~~We base our estimates~~ and ~~assumptions~~volatility onof ~~historical~~140% ~~experience~~was ~~and~~used ~~on various other factors that we believe~~ to beobtain ~~reasonable~~fair ~~under~~value ~~the~~as ~~circumstances, the results~~ of ~~which~~August form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from management’s estimates. To the extent there are material differences between our estimates and the actual results20, ~~our future results of operations will be affected~~2010.

1921

WeThe ~~believe~~Company also issued freestanding detachable warrants in connection with the ~~following~~issuance ~~critical~~of ~~accounting~~the ~~policies~~debt ~~require~~instrument usthat are not considered to ~~make~~be ~~significant~~derivative ~~judgments~~instruments. Under the Black-Scholes model, the Company determined the fair value of the warrants is $49,458, which is recorded as debt discount and ~~estimates~~to be accreted to interest expense over twelve months to July 31, 2011. Total accretion of debt discount in connection with the ~~preparation~~embedded derivative and warrants as of ~~our~~October 31, 2010 was $58,732. See Note 10 – Convertible Note Payable in the attached audited consolidated financial statements.

~~Fair~~The ~~Value~~increase in other interest expense from the Convertible Note Payable was offset by reduced costs of ~~Financial~~borrowings ~~Instruments~~related to the convertible debenture with related parties. On November 10, 2009, $1,600,000 in convertible debt held by various lenders was converted into 19,250,000 restricted shares of the Company’s common stock at a conversion price of $0.083117 per share in connection with the Share Exchange Agreement effective September 29, 2009. On February 23, 2010, the lender converted the remaining $350,000 of convertible debt into 700,000 units at $0.50 per unit.

WeThe ~~have~~loss ~~adopted~~from ~~and~~operations ~~follow~~amounted ~~ASC~~to ~~820-10~~$4,303,867 ~~“Fair~~for ~~Value~~the ~~Measurements~~year ~~and~~ended ~~Disclosures”~~October ~~for~~31, ~~measurement~~2010 ~~and~~compared ~~disclosures~~to ~~about~~a ~~fair~~loss ~~value~~ of ~~our~~$3,043,486 ~~financial~~for ~~instruments. ASC~~same ~~820-10~~period ~~establishes~~in a2009. ~~framework~~The ~~for~~increase ~~measuring~~is ~~fair~~due ~~value~~to inlower ~~generally~~sales ~~accepted accounting principles (GAAP),~~ and ~~expands~~increased ~~disclosures~~costs ~~about~~as ~~fair~~noted ~~value measurements~~above. ToNet ~~increase~~loss ~~consistency~~after interest and ~~comparability~~income intaxes ~~fair~~amounted ~~value~~to ~~measurements and related disclosures~~$4,664,762 ~~ASC~~for ~~820-10~~the ~~establishes~~year aended ~~fair~~October ~~value~~31, ~~hierarchy~~2010, ~~which~~an ~~prioritizes~~increase ~~the~~of ~~inputs~~$1,291,127 tofrom ~~valuation~~$3,373,635 ~~techniques~~over ~~used~~the tosame ~~measure~~period ~~fair~~in ~~value~~2009. ~~into~~With ~~three~~the ~~(3)~~sales ~~broad~~of ~~levels. The~~our ~~fair~~new ~~value~~line ~~hierarchy~~of ~~gives~~routers ~~the~~expected ~~highest~~to ~~priority~~gain totraction ~~quoted~~in ~~prices~~fiscal ~~(unadjusted)~~2011 inand ~~active~~a ~~markets~~continued ~~for~~demand ~~identical~~and ~~assets~~supply orof ~~liabilities~~broadband ~~and~~data ~~the~~cards, ~~lowest~~it ~~priority~~is toanticipated ~~unobservable~~that ~~inputs. The~~our ~~three~~company’s ~~(3)~~losses ~~levels~~will ofdecrease ~~fair~~year ~~value~~over ~~hierarchy~~year, ~~defined~~commencing bythe ~~ASC~~second ~~820-10~~quarter ~~are:~~of FY 2011.

~~Level 1 —~~Outstanding ~~Inputs~~Share ~~are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.~~ Data

~~Level 2 —~~Common Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Shares

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.


	Total authorized share capital: 600,000,000 common shares @ U.S. $0.001 par value

	COMMON SHARES
	Total issued and outstanding as of October 31, 2009	36,329,262
	Common shares issued in connection with conversion of $1,600,000 convertible debenture on November 10, 2009	19,250,000
	Common shares issued in connection with $375,000 private placement and conversion of $502,262 debt on January 6, 2010	1,754,523
	Common shares issued in connection with $350,000 private placement and conversion of $350,000 convertible debenture on February 23, 2010	1,400,000
	Common shares issued in connection with $575,000 private placement on April 29, 2010	575,000
	Common shares issued on May 26, 2010 in connection with consulting agreement	16,666
	Common shares issued on May 26, 2010 in connection with consulting agreement	100,000
	Common shares issued on May 26, 2010 in connection with $21,487 debt conversion	94,001
	Common shares issued on June 17, 2010 in connection with consulting agreement	16,666
	Common shares issued on July 30, 2010 in connection with consulting agreement	33,332
	Common shares issued on August 12, 2010 in connection with exercise of stock options	65,000
	Common shares issued on September 22, 2010 in connection with consulting agreement	16,666
	Common shares issued on September 27, 2010 in connection with exercise of stock options	160,000

	Total issued and outstanding as of October 31, 2010	59,811,116

	Common shares issued in connection with $860,000 private placement on December 17, 2010	8,600,000
	Common shares issued in connection with conversion of $150,000 debt on January 13, 2011	1,500,000
	Common shares issued in connection with conversion of $471,481 debt on January 13, 2011	2,357,406

	Total issued and outstanding as of January 28, 2011	72,268,522

	COMMON SHARE PURCHASE WARRANTS
	Granted October 26, 2009: Exercisable at $0.10 Expiry: June 29, 2011	875,000
	Granted October 26, 2009: Exercisable at $0.20 Expiry: January 15, 2013	700,000
	Granted October 26, 2009: Exercisable at $0.20 Expiry: September 30, 2011	1,312,500

As defined by ASC 820-10, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date. The carrying amounts of our financial assets and liabilities, such as cash and cash equivalents, prepaids and other current assets, and other assets, accounts payable, accrued expenses, accrued interest, taxes payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments. Our notes payable to shareholders, long-term debt, bridge credit facility and convertible debenture approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements at October 31, 2009 and 2008.22

We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at October 31, 2009, nor gains or losses reported in our statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.


	Granted January 6, 2010: Exercisable at $1.00 Expiry: January 6, 2012	1,754,523
	Granted February 23, 2010: Exercisable at $1.00 Expiry: February 23, 2012	1,400,000
	Granted April 29, 2010: Exercisable at $1.50 Expiry: April 29, 2012	575,000
	Granted August 20, 2010: Exercisable at $0.50 Expiry: August 20, 2013	333,333
	Granted December 17, 2010: Exercisable at $0.28 Expiry: December 17, 2013	1,400,000
	Granted January 14, 2011: Exercisable at $0.20 Expiry: January 15, 2013	1,129,034

	Total outstanding common share purchase warrants as of January 28, 2011	9,479,390

	EMPLOYEE STOCK OPTION PLAN
	Total Options available for grant under our company’s Stock Option Plan: 15,000,000
	Granted October 5, 2009: 8,400,000 Exercisable at $0.15 Expiry: July 17, 2013	8,400,000
	Granted March 22, 2010: 2,012,500 Exercisable at $0.31 Expiry: March 22, 2015	2,012,500
	Granted May 17, 2010: 437,500 Exercisable at $0.425 Expiry: May 17, 2015	437,500
	Exercised on August 12, 2010 at $0.15	(65,000)
	Exercised on September 27, 2010 at $0.15	(160,000)
	Cancelled during current fiscal year: Exercisable at $0.15	(518,750)
	Cancelled subsequent to the year end: Exercisable at $0.15	(116,667)
	Total outstanding stock options as of January 28, 2011	9,989,583

~~Inventories~~On November 10, 2009, $1,600,000 in debt held by various lenders was converted into 19,250,000 restricted shares of our common stock at a conversion price of $0.083117 per share in connection with the Share Exchange Agreement effective September 29, 2009. The Conversion price was determined based on the average conversion price of the Amendment 4 revision price of every $0.20 for the Pre-March advances and $0.10 conversion price for the March advance, or $0.15, and 11,000,000 shares based on total debt of $1,600,000 converted. See Note 7 – Bridge Credit Facility and Convertible Debenture. We issued the units to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

~~Our~~On ~~inventories~~January ~~consist~~6, of2010, 3Gwe ~~mobile~~closed ~~broadband~~a ~~routers,~~non-brokered PCprivate ~~cards~~placement of 1,754,524 ~~modems~~units ~~and~~at ~~other~~US$0.50 ~~accessories,~~per ~~and~~unit ~~are~~for ~~carried~~cash atproceeds ~~the~~of ~~lower~~US$375,000 and in settlement of ~~average~~debt ~~cost~~totaling US$502,262 ~~determined~~which onwe aassumed ~~first~~from our wholly-~~in-first-out~~owned ~~(FIFO)~~subsidiary, ~~basis~~Nexaira, ~~or market~~Inc., ~~The~~effective ~~Company~~January ~~reviews~~6, ~~inventory~~2010. ~~for~~Each ~~significant~~unit ~~average~~is ~~cost~~comprised ~~variances~~of ~~over~~one ~~market~~common onshare aand ~~quarterly~~one ~~basis~~common share purchase warrant. WeEach ~~also~~non-transferable ~~write~~warrant ~~down~~entitles ~~inventory~~the ~~for~~holder ~~estimated~~to ~~obsolescence~~purchase orone ~~unmarketable~~additional ~~inventory~~share ~~equal~~of tocommon ~~the~~stock ~~difference~~of ~~between~~our ~~the~~company ~~cost~~at a price of ~~inventory~~$1.00 ~~and~~per ~~the~~share ~~estimated~~until ~~market~~January ~~value~~6, ~~based~~2012. ~~upon~~The ~~assumptions~~units ~~about~~were ~~future~~issued ~~demand~~pursuant to private placement subscription agreements and ~~market~~debt ~~conditions~~conversion agreements, as applicable, each dated January 6, 2010. If ~~actual~~We ~~market~~issued ~~conditions~~the ~~are~~units ~~less~~to ~~favorable~~10 ~~than~~non-U.S. ~~those~~persons ~~projected~~(as bythat ~~management~~term is defined in Regulation S of the Securities Act of 1933, ~~additional~~as ~~inventory~~amended) ~~write-downs~~in ~~may~~an beoffshore ~~required.~~transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

~~Warranty~~On ~~Reserves~~February 23, 2010, we closed a non-brokered private placement of 1,400,000 units at US$0.50 per unit for cash proceeds of US$350,000 and in settlement of debt totaling US$350,000 which we assumed from our wholly-owned subsidiary, Nexaira Inc., effective February 23, 2010. Each unit is comprised of one common share and one common share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of our company at a price of $1.00 per share until February 23, 2012. The units were issued pursuant to private placement subscription agreements and a debt conversion agreements as applicable, each dated February 23, 2010. We issued the units to 3 non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

~~Our~~On ~~wireless~~April ~~router~~29, ~~products~~2010, ~~typically~~we ~~carry~~closed a ~~one~~575,000 ~~year~~unit ~~warranty. We~~non-brokered ~~establish~~private ~~reserves~~placement ~~for estimated product warranty costs~~ at ~~the~~a ~~time~~price ~~revenue~~of isUS ~~recognized~~$1.00 ~~Although~~per weunit ~~engage~~for ingross ~~extensive~~proceeds ~~product~~of ~~quality programs and processes~~US$575,000. ~~our~~Each ~~warranty~~unit ~~obligation~~ is ~~affected~~comprised byof ~~product~~one ~~failure~~common ~~rates,~~share ~~use of materials~~ and ~~service~~one ~~delivery~~common ~~costs~~share ~~incurred~~purchase inwarrant. ~~correcting~~Each ~~any~~non-transferable ~~product~~warrant ~~failure. We~~entitles ~~calculate~~the aholder ~~warranty~~to ~~provision~~purchase ~~using~~one ~~historical~~additional ~~data~~share toof ~~estimate~~common ~~the~~stock ~~percentage~~ of our ~~wireless~~company ~~router~~at ~~products~~a ~~that~~price ~~will~~of ~~require~~$1.50 ~~repairs~~per orshare ~~replacements~~for ~~during~~two ~~the~~years ~~warranty~~from ~~period~~closing. ~~Management~~ ~~reviews~~We ~~and~~issued ~~updates~~the ~~its~~units ~~estimates~~to asnon-U.S. ~~actual~~persons ~~warranty~~(as ~~expenditures~~that ~~change~~term ~~over~~is ~~the~~defined ~~product’s~~in ~~life~~Regulation ~~cycle.~~S ~~Should~~of ~~actual~~the ~~product~~Securities ~~failure~~Act ~~rates, use~~ of ~~materials~~1933, oras ~~service~~amended ~~delivery~~(the ~~costs~~“Securities ~~differ~~Act”)) ~~from~~in ~~management’s~~an ~~estimates,~~offshore ~~additional~~transaction ~~warranty~~relying ~~reserves~~on ~~could~~Regulation beS ~~required,~~and/or ~~which~~Section ~~could~~4(2) ~~reduce~~of ~~gross~~the ~~margin~~Securities Act.

20On May 17, 2010, we entered into debt conversion subscription agreements whereby $21,487 included in accrued expense and other current liabilities as of April 30, 2010 was converted into 94,001 common shares. Pursuant to board approval, on May 26, 2010, we issued the shares to 3 U.S. accredited investors (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”)) relying on Regulation S and/or Section 4(2) of the Securities Act.

~~Impairment of Long-Lived Assets~~23

WeOn ~~review~~March ~~the~~17, ~~carrying~~2010, ~~value~~we ofentered ~~our~~into ~~long-lived~~a ~~assets,~~fixed ~~which~~fee ~~include~~consulting ~~property~~agreement ~~and~~with ~~equipment,~~a ~~and~~consultant ~~intangible~~to ~~assets~~assist ~~(other~~us ~~than~~in ~~goodwill) annually~~our orprivate ~~whenever~~placement ~~events~~efforts. orThe ~~changes~~agreement incalls ~~circumstances~~for ~~indicate~~payment ~~that~~of ~~the~~fixed ~~historical~~fee ~~cost-carrying~~totaling ~~value~~$85,000 ofover anfour ~~asset~~months ~~may~~to ~~no longer~~ be ~~appropriate~~paid inby ~~accordance~~the ~~with~~issuance ~~Statement~~ of ~~ASC 360-10-35~~200,000 ~~Property,~~restricted ~~Plant~~shares ~~and~~of ~~Equipment~~our –common ~~Subsequent~~stock ~~Measurement. We~~as ~~assess~~total ~~recoverability~~consideration. ofThe ~~the~~agreement ~~carrying~~is ~~value~~cancelable ofwith ~~the~~30 ~~asset~~days bynotice. ~~estimating~~For the ~~future~~year ~~net~~ended ~~cash~~October ~~flows~~31, ~~expected~~2010, towe ~~result~~expensed ~~from~~$50,000 ~~the~~in ~~asset,~~connection ~~including~~with ~~eventual~~the ~~disposition. The~~fair ~~estimate~~value of ~~cash~~the ~~flows~~services ~~is based upon~~performed, ~~among~~which ~~other~~is ~~things,~~included ~~certain~~in ~~assumptions about expected future operating performance~~selling, ~~growth~~general ~~rates~~ and ~~other~~administrative ~~factors.~~expense ~~Estimates~~for ofthe ~~undiscounted~~twelve ~~cash~~months ~~flows~~ended ~~may~~October ~~differ~~31, ~~from~~2010. ~~actual~~We ~~cash~~expect ~~flows due~~ to, ~~among~~expense ~~other~~the ~~things,~~fair ~~technological~~value ~~changes,~~of ~~economic~~the ~~conditions,~~services ~~changes~~at to the ~~business~~end ~~model~~of oreach ~~changes~~milestone inservice ~~operating~~period ~~performance.~~performed Ifbased ~~the~~on ~~sum of~~ the ~~undiscounted~~total ~~cash~~agreed ~~flows~~upon ~~(excluding~~contract ~~interest)~~price isunder ~~less~~the ~~than~~agreement ~~the~~through ~~carrying~~July ~~value~~17, an2010. ~~impairment~~On ~~loss~~May ~~will~~26, ~~be recognized~~2010, ~~measured~~we asissued ~~the~~100,000 ~~amount~~shares byfor ~~which~~ the ~~carrying~~first ~~value~~two ~~exceeds~~installments ~~the~~in ~~fair~~connection ~~value~~with ofservices ~~the~~performed ~~asset.~~for ~~Fair~~the ~~value~~period isMarch ~~determined~~18, ~~using~~2010 ~~available~~through ~~market~~May ~~data~~18, ~~comparable asset quotes and/or discounted cash flow models~~2010. ~~Management~~ ~~conducted~~Effective anMay ~~evaluation~~31, of2010 ~~long-lived~~the ~~assets~~agreement ~~and~~was ~~determined no impairments currently exist~~cancelled.

~~Software~~On ~~Development~~March ~~Costs~~22, 2010, we also entered into a fixed fee consulting agreement with a consultant to provide investor relations services and assist in our private placement efforts. Effective, April 1, 2010, the agreement calls for payment of a fixed fee totaling $61,200 over 12-month period to be paid by the issuance of 200,000 restricted shares of our common stock as total consideration. The agreement is cancelable with 30 days notice. As of October 31, 2010, we expensed $36,000 in connection with the fair value of the services performed as of that date, which is included in selling, general and administrative expense for the year ended October 31, 2010. We expect to expense the fair value of the services at the end of each milestone service period performed based on the total agreed upon contract price under the agreement. The shares are to be issued in increments of 16,666 shares every 30 days following the effective date. We have issued 83,330 shares in connection with services performed from April 1 through October 31, 2010.

WeOn ~~capitalize~~May ~~software development costs in accordance with ASC 985-20 (SFAS No. 86~~17, ~~Accounting for the Costs of Computer Software to Be Sold~~2010, ~~Leased, or Otherwise Marketed)~~Mr. ~~Software~~ ~~development~~Michael ~~costs~~Donnell ~~consist~~was ofappointed ~~labor~~a ~~and~~director ~~overhead costs related to development~~ of ~~the~~our ~~Company’s~~company ~~suite of NexWare™ firmware for the Company’s suite of wireless routers. Software development costs are capitalized when technological feasibility~~ and ~~marketability~~was ofgranted ~~the~~437,500 ~~related~~stock ~~product has been established. On June 1~~options, ~~2008,~~with ~~the~~each ~~Company~~option ~~established~~exercisable ~~technological~~into ~~feasibility~~one ~~upon~~share ~~successful completion and testing~~ of ~~the~~our ~~Company’s~~common ~~first~~stock ~~working~~at ~~router~~a ~~product~~price ~~pilot~~of ~~firmware program~~$0. ~~Capitalized~~425 ~~software~~per ~~costs~~share ~~will~~for ~~be amortized on~~ a ~~product-by-product~~period ~~basis,~~of ~~three to~~ five years, ~~beginning~~from ~~when~~ the ~~product~~date ~~is available for general release to customers. As~~ of ~~October 31~~grant, ~~2009~~on ~~and~~terms ~~2008, the Company capitalized $1,043,009~~ and ~~$315,817,~~conditions ~~respectively,~~as inset ~~connection~~out ~~with software development costs. Interest~~ in ~~the~~our ~~amount~~2009 ofStock ~~$10,852~~Option ~~and~~Plan ~~$36,293 was capitalized~~ and ~~included~~a instock ~~software~~option ~~development~~agreement ~~costs~~entered ~~for~~between ~~the~~our ~~year~~company ~~ended October 31, 2009~~ and ~~2008,~~Mr. ~~respectively~~Donnell. ~~General~~The ~~release~~options ofwill ~~the~~vest ~~Company’s~~equally ~~software~~over ~~product~~each isof ~~expected~~6, to12 ~~occur~~and at18 ~~the~~months ~~end~~from of May ~~2010. Therefore~~17, ~~no amortization expense has been was recorded to date~~2010.

~~Intangible~~On ~~Assets~~August 12, 2010, we issued a total of 65,000 common shares to two US employees in connection with the exercise of stock options at an exercise price of $0.15 per share.

~~Our~~As ~~intangible~~disclosed ~~assets~~in our Report on Form 8-K (as filed with the Securities and Exchange Commission on August 26, ~~consist~~2010), ~~principally~~we ofentered ~~patents~~into a securities purchase agreement, effective August 20, 2010, pursuant to which we agreed to sell to a lender a 10% Convertible Note (the “Note”) due July 30, 2011 with an aggregate original principal amount equal to $400,000, and ~~trademarks~~a 3 year warrant (the “Warrant”) to purchase 333,333 ~~are~~warrant ~~accounted~~shares (the “Warrant Shares”) at an exercise price equal to $0.50 per Warrant Share for ina ~~accordance~~period ~~with~~of ~~ASC~~three ~~350~~years.30 The Note entitles the lender to convert, ~~formerly~~at ~~known~~anytime subsequent to February 20, 2011 through maturity, all or any part of the outstanding principal, plus accrued but unpaid interest thereon, into shares of our common stock (the “Note Shares”) at a conversion price equal to the lesser of (i) $0.50 and (ii) 80% of the average of the three lowest daily VWAPs (as ~~SFAS~~defined Noin the Note) during the twenty (20) consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note) on which the lender elects to convert all or part of the Note. ~~142~~The issuance of the Note, ~~Goodwill~~the Note Shares, the Warrant and ~~Other~~the ~~Intangibles. Intangible~~Warrant ~~assets~~Shares ~~that~~were ~~have~~and/or ~~finite~~will ~~lives~~be ~~are~~made ~~amortized~~pursuant ~~using~~to Section 4(2) and/or Rule 506 of Regulation D of the ~~straight-line~~Securities ~~method~~Act ~~over~~and ~~their~~the ~~estimated~~lender ~~useful~~has ~~lives~~represented to us that it is an “accredited investor” as such term is defined in Rule 501 of ~~fifteen~~Regulation ~~years~~D of the Securities Act.

~~Valuation~~On September 27, 2010, we issued a total of ~~Deferred~~160,000 ~~Income~~common ~~Taxes~~shares to a US employee in connection with the exercise of stock options at an exercise price of $0.15 per share.

WeOn ~~record~~December ~~valuation~~17, ~~allowances~~2010, towe ~~reduce~~closed ~~our~~a ~~deferred~~private ~~tax~~placement ~~assets~~of to8,600,000 anshares ~~amount~~of ~~that~~common westock ~~believe~~at isa ~~more~~purchase ~~likely~~price ~~than~~of ~~not to be realized~~$0.10 Weper ~~consider~~share ~~estimated~~for ~~future~~aggregate ~~taxable~~proceeds ~~income~~to ~~and~~our ~~ongoing~~company ~~prudent~~of ~~and feasible tax planning strategies~~$860,000. ~~including~~We ~~reversals~~issued ~~of deferred tax liabilities~~3,000,000 inshares ~~assessing~~to ~~the~~two ~~need for a valuation allowance~~non-U.S. Ifperson we(as ~~were~~that toterm ~~determine~~is ~~that~~defined wein ~~will~~Regulation ~~not~~S ~~realize~~of ~~all~~the orSecurities ~~part~~Act of ~~our~~1933, ~~deferred~~as ~~tax~~amended) ~~assets~~ in ~~the~~an ~~future,~~offshore wetransaction ~~would~~relying ~~make~~on anRegulation ~~adjustment~~S toand/or ~~the~~Section ~~carrying~~4(2) ~~value~~ of the ~~deferred~~Securities ~~tax~~Act ~~asset~~of 1933, ~~which~~as ~~would~~amended be(the ~~reflected~~“Act”) asand ~~income~~5,600,000 ~~tax~~shares ~~expense.~~to ~~Conversely,~~nine ifU.S. wepersons ~~were~~pursuant to ~~determine~~Rule ~~that~~506 weof ~~will~~Regulation ~~realize~~D aand/or ~~deferred~~Section ~~tax~~4(2). ~~asset~~Additionally, ~~which currently has a valuation allowance~~1,400,000 wewarrants ~~would~~were ~~reverse~~issued ~~the~~as ~~valuation~~a ~~allowance~~placement ~~which~~fee ~~would~~and befor ~~reflected~~ongoing asinvestment anbanking ~~income~~and ~~tax~~other ~~benefit~~financial oradvisory asservices ~~an adjustment~~ to ~~shareholders’~~three ~~equity~~U.S. ~~For~~persons ~~financial~~pursuant ~~statement~~to ~~reporting~~Rule ~~purposes,~~506 weof ~~must~~Regulation ~~make~~D ~~certain estimates~~ and/or ~~judgments~~Section 4(2). ~~These~~The ~~estimates~~warrants ~~and judgments~~ are ~~applied~~exercisable inat ~~the~~a ~~calculation~~strike ofprice ~~certain~~equal ~~tax~~to ~~liabilities~~US$0.28 ~~and~~per inshare ~~the~~until ~~determination~~November ~~of the recoverability of deferred tax assets~~18, ~~which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes~~2013.

~~Revenue~~On ~~Recognition~~November 7, 2010, 1,129,034 stock options granted to a lender expired. On January 15, 2011, in consideration and acknowledgement of the Lender’s continued support, specifically in (a) not calling the loan; (b) agreeing to convert the principal amount of $1,950,000 debt into shares of our company; (c) agreeing to defer interest payments on said demand loans as well as the amount remaining after the debt conversions; and (d) providing additional funding by way of current outstanding promissory note loans, which at October 31, 2010 aggregate to $412,000, we granted 1,129,034 warrants at an exercise price of US $0.20 per share exercisable at any time until January 15, 2013.

We recognize revenue, net of sales tax, when all four basic criteria are met: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. In addition, we do not recognize revenue until all of the customers’ acceptance criteria have been met. The criteria are usually met at the time of product shipment, except for shipments to distributors with rights of return. We defer the portion of revenue from shipments to distributors subject to rights of return until the agreed upon percentage of return or cancellation privileges lapse. Revenue recognition related to customization services and provisioning is recognized when services are performed.24

21On January 13, 2011, we entered into a Debt Settlement and Subscription Agreement with Novatel Wireless, Inc. whereby we issued 1,500,000 common shares at a deemed price of $0.10 per share in settlement of $150,000 in outstanding account payable and 2,357,406 common shares at a deemed price of $0.20 per share in settlement of $471,481 for the remainder of the outstanding account payable.

~~Stock-Based~~On ~~Compensation~~January ~~Expense~~14, 2011, we agreed to extend the expiry date from January 15, 2011 to January 15, 2013 on 700,000 warrants exercisable at $0.20 per share granted to two lenders on October 26, 2009.

WePreferred account for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation, formerly known as SFAS No. 123R, which requires all share-based payments to be recognized in our financial statements based on their respective grant date fair values. Under this standard, the fair value of each employee stock option is estimated on the date of grant using an option pricing model that meets certain requirements. Consistent with the provisions of ASC 718, we estimate the fair value of stock options and shares issued under its employee stock purchase plan using the Black-Scholes option-pricing model. Fair value is estimated on the date of grant and is then recognized (net of estimated forfeitures) as expense in our Consolidated Statement of Operations over the requisite service period (generally the vesting period). ASC 718 requires that we estimate the fair value of stock-based compensation on the date of grant using an option-pricing model. The Company uses the Black-Scholes model to value stock-based compensation. The Black-Scholes model determines the fair value of stock-based payment awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by us is determined in accordance with ASC 718 and Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, (“SAB 107”) as amended by SAB No. 110, using an option-pricing model, this value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. Shares

~~Recent~~After ~~Accounting~~receiving ~~Pronouncements~~shareholder approval in connection with its proxy statement filed September 14, 2010 with the Securities Exchange Commission, on October 5, 2010 we filed a Certificate of Amendment with the Secretary of State of Nevada creating 100,000,000 preferred shares with a par value of $0.001 per share. Our board of directors is authorized to prescribe the series and the number of the shares of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each series of preferred stock. No preferred shares have been issued as of the date of this Report.

InLiquidity ~~September~~and ~~2009,~~ Financial Accounting Standards Board (“FASB”) issued ASC 605-25, Revenue Recognition - Multiple-Deliverable Revenue Arrangements, formerly Emerging Issues Task Force (EITF) 00-21. This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting. Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price. This guidance is effective for annual periods beginning after December 15, 2009 but may be early adopted as of the beginning of an annual period. The Company is currently evaluating the effect that this guidance will have on its consolidated financial position and results of operations. Condition

InWorking June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162, now referred to as ASC 105-10, Generally Accepted Accounting Principles. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.Capital

In June 2009, the FASB issued SFAS No. 165, later codified in ASC 855-10, Subsequent Events. ASC 855-10 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855-10 did not have a material effect on the Company’s consolidated financial statements.


		At October 31,
		2010			2009
Current assets	$	565,074		$	1,332,777
Current liabilities		4,726,657			5,046,387
Working capital (deficiency)	$	(4,161,583	)	$	(3,713,610	)

InOur ~~April~~cash ~~2009,~~on ~~the~~hand ~~FASB~~as ~~issued~~at ~~FASB~~October ~~Staff~~31, ~~Position~~2010 ~~No.~~ was $107-1,727. ~~and~~As ~~APB~~at ~~Opinion~~October No31, 2010, we had working capital deficiency of $4,161,583. ~~28-~~ Included in current liabilities at October 31, 2009 is a convertible debenture in the amount of $1,950,000 ~~(FSP 107-~~of which $1,600,000 and ~~APB 28-1)~~$350,000 ~~later~~was ~~codified~~converted ininto ~~ASC~~equity ~~825-~~on November 10~~-65-1~~, ~~Interim~~2009 ~~Disclosures~~and ~~about~~February ~~Fair~~23, ~~Value~~2010, ofrespectively. ~~Financial~~At ~~Instruments.~~October ~~FSP 107~~31, 2010, current liabilities include short-1term promissory notes payable to unrelated and ~~APB 28-1~~related ~~require~~parties ~~fair~~of ~~value~~$950,000 ~~disclosures~~and in$412,000, ~~both~~respectively. ~~interim~~On January 6, as2010, ~~well~~promissory asnotes ~~annual~~payable and accrued interest thereon, ~~financial~~issued ~~statements~~to inunrelated ~~order~~and related parties totaling $289,844 and $211,413, respectively were converted to ~~provide~~equity. ~~more~~On ~~timely~~August ~~information~~20, ~~about~~2010, ~~the~~we ~~effects~~entered ofinto ~~current~~a ~~market~~Convertible ~~conditions~~Note onPayable ~~financial~~agreement ~~instruments~~for net proceeds received totaling $391,500. ~~FSP~~We ~~107-1~~have incurred monthly operating losses since 2008, and ~~APB 28-1~~this ~~became~~is ~~effective~~likely to continue for the ~~Company~~first in2-3 quarters of the ~~quarter~~year ~~ended~~ending ~~July~~October 31, ~~2009~~2011. As disclosed in Note 18 of the Consolidated Financial Statements contained in this annual report, ~~and~~we ~~their~~were ~~adoption~~successful ~~did~~in ~~not~~closing ~~have~~a private placement on December 17, 2010 in the amount of $860,000 and settling a ~~material~~vendor ~~impact~~account payable on January 13, 2011 in the ~~Company's~~amount ~~consolidated~~of ~~financial~~$621,481 ~~statements~~by issuing shares of our common stock.

22We anticipate that our cash on hand and the revenue we anticipate generating from product sales will not be sufficient to satisfy all of our cash requirements for the next twelve month period. We plan to raise additional capital primarily through the equity financing and further borrowings from our current shareholders and directors if this type of funding continues to be available. We will continue to seek additional funds from our current shareholders and directors to fund our day to day operations until equity financing can be pursued but we have no guarantee that our current shareholders and directors will continue to fund our day to day operations.

InWe ~~June~~have ~~2008,~~been ~~the~~focused ~~EITF~~on ~~ratified~~changing ~~EITF~~our ~~Issue~~business ~~No. 07-5,~~model ~~Determining~~to ~~Whether~~include anthe ~~Instrument~~development ~~(or~~and ~~Embedded~~sale ~~Feature)~~of Isour ~~Indexed~~own toline anof ~~Entity’s~~wireless ~~Own~~routers ~~Stock,~~and ~~now~~software ~~referred~~ to ascompliment ~~ASC~~the ~~815-40-15~~distribution side of our business. ~~ASC~~During ~~815-40-15~~this ~~provides~~period ~~guidance~~we have experienced a decline in ~~assessing~~revenues ~~whether~~resulting ~~derivative~~in ~~instruments~~negative ~~meet~~cash ~~the~~flow ~~criteria~~from inoperations. ~~paragraph 11(~~We have a) total shareholders’ deficit of ~~SFAS No~~$2,937,951. ~~133~~ As discussed in Note 1 of the Notes to the Consolidated Financial Statements, ~~Accounting~~we ~~for~~have ~~Derivative~~incurred ~~Instruments~~losses from operations and ~~Hedging~~have ~~Activities~~negative cash flow from operations, ~~now~~a ~~referred~~working tocapital asand ~~ASC~~a ~~815,~~net ~~for~~capital ~~being~~deficit ~~considered~~that ~~indexed~~raise substantial doubt about our ability to ancontinue ~~entity~~as a going concern. Management’s ~~own~~plans ~~common~~in ~~stock~~regard to these matters are also described in Note 1 of the Notes to the Consolidated Financial Statements. ~~ASC~~The ~~815-40-15~~Consolidated isFinancial ~~effective~~Statements ~~for~~do ~~fiscal~~not ~~years~~include ~~beginning~~any ~~after~~adjustments ~~December 15,~~that ~~2008~~might result from the outcome of this uncertainty. WeOur ~~have~~ability ~~completed~~to continue as a going concern depends on our ~~evaluation~~success ofin generating increased revenues and earnings in the ~~impact~~immediate and foreseeable future with the introduction of ~~ASC~~our ~~815-40-15~~new line of hardware and ~~believe~~software router products and solutions. Furthermore, the ~~impact~~continuation ~~was~~of ~~immaterial~~our ~~based~~company onas a going concern is dependent upon the ~~nature~~continued offinancial support from our ~~derivative~~shareholders and ~~hedging~~lenders ~~activities~~and our ability to obtain necessary equity financing to continue operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible Assets, now referred to as FASB ASC 350-30-65-1. It amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Intangible Assets, now referred to as ASC 350. ASC 350-30-65-1 is effective for fiscal years beginning after December 15, 2008 and may not be adopted early. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.25

InFuture March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133, now referred to as ASC 815. ASC 815 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.Fundraising

InFundraising ~~December~~will ~~2007,~~be ~~the~~one ~~FASB~~of ~~issued~~our ~~SFAS~~primary ~~No.141R,~~objectives ~~Business~~over ~~Combinations,~~the ~~now~~next ~~referred~~12 ~~to as ASC 805~~months. ~~ASC~~We ~~805~~anticipate ~~establishes~~our ~~principles~~cash ~~and~~ requirements for ~~how~~ the ~~acquirer~~next of12 amonths ~~business~~to ~~recognizes~~carry ~~and~~out ~~measures~~our inbusiness ~~its~~plan ~~financial~~will ~~statements~~be ~~the~~$3 ~~identifiable~~million. ~~assets~~We ~~acquired,~~do ~~the~~not ~~liabilities~~anticipate ~~assumed,~~generating ~~and~~positive ~~any~~internal ~~noncontrolling~~operating ~~interest~~cash inflow ~~the~~until ~~acquiree.~~we ~~The~~can ~~statement~~generate ~~also~~substantial ~~provides~~revenues ~~guidance~~from ~~for recognizing and measuring~~ the ~~goodwill~~commercial ~~acquired~~sale inof ~~the~~our ~~business~~new ~~combination~~line ~~and determines what information to disclose to enable users~~ of ~~the~~hardware ~~financial~~and ~~statements~~software torouter ~~evaluate~~products and ~~financial effects of the business combination~~solutions. ~~The~~ ~~guidance~~We ~~will~~intend ~~become~~to ~~effective~~raise ~~for~~$3 ~~the fiscal year beginning after December 15, 2008. The adoption of this statement is not expected~~ to ~~have~~$5 amillion ~~material effect on the Company's consolidated financial statements, unless the Company enters into a material business combination transaction. The Company believes that the adoption~~ of ~~ASC~~our ~~805~~cash ~~would~~requirements ~~have~~through anbridge ~~impact~~and onequity ~~the~~financings ~~accounting~~by ~~for~~March ~~any future acquisition, if one were to occur~~2011.

InAs ~~December~~noted ~~2007~~above, the ~~FASB~~financial ~~issued~~requirements ~~SFAS~~of ~~No.~~our ~~160,~~company ~~Noncontrolling~~for ~~Interests~~the innext ~~Consolidated~~twelve ~~Financial~~months ~~Statements~~will –depend anon ~~amendment~~our ability to raise the money we require through debt financing and private placements associated with the issuance of ~~ARB~~additional ~~No.~~equity ~~51,~~securities ~~now~~of ~~referred~~our company to asour ~~ASC~~current ~~810.~~stockholders ~~ASC~~and/or ~~810~~new ~~establishes~~stockholders. ~~accounting~~The ~~and~~issuance ~~reporting~~of ~~standards~~additional ~~for~~equity ~~the~~securities ~~noncontrolling~~by ~~interest~~us may result in a ~~subsidiary~~significant ~~and~~dilution ~~for~~in the ~~deconsolidation~~equity interests of aour ~~subsidiary~~current stockholders. ~~The~~There ~~guidance~~is no assurance that we will ~~become~~be ~~effective~~able to obtain further funds required for ~~the~~our ~~fiscal~~continued ~~year~~operations ~~beginning~~or ~~after~~that ~~December~~additional 15financing will be available to us when needed or, ~~2008.~~if ~~The~~available, ~~adoption~~that ofit ~~this~~can ~~statement~~be isobtained on commercially reasonable terms. If we are not ~~expected~~able to ~~have~~obtain athe ~~material~~additional ~~effect~~financing on ~~the~~a ~~Company's~~timely ~~consolidated~~basis, ~~financial~~we ~~statements~~will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

~~ITEM~~Off-Balance ~~7A.~~Sheet ~~QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.~~Arrangements

~~Not~~We ~~applicable.~~have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~ITEM~~Application 8.of ~~FINANCIAL~~Critical ~~STATEMENTS~~Accounting ~~AND SUPPLEMENTARY DATA~~Policies

23The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to inventory valuation and warranty liabilities, which affect our cost of sales and gross margin; the valuation of intangibles, including software development costs, and patents and trademarks, which could in the future affect our impairment charges to write down the carrying value of intangibles and the amount of related periodic amortization expense recorded for definite-lived intangibles; the fair value of derivative liability, which could affect our interest and other income should we determine there is a change in fair value; and the valuation of deferred income taxes, which affects our income tax expense (benefit). We also have other key accounting policies, such as our policies for stock-based compensation and revenue recognition, including the deferral of a portion of revenues on sales to distributors. The methods, estimates and judgments we use in applying these critical accounting policies have a significant impact on the results we report in our financial statements. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from management’s estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

~~NEXAIRA~~We ~~WIRELESS~~believe ~~INC~~the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

~~(formerly~~Fair ~~Technology~~Value ~~Publishing,~~of ~~Inc.)~~Financial Instruments

	Index
Report of Independent Registered Accounting Firm	F–2
Consolidated Balance Sheets	F–3
Consolidated Statements of Operations	F–4
Consolidated Statements of Cash Flows	F–5
Consolidated Statement of Shareholders’ (Deficit) Equity and Comprehensive Income (Loss)	F–6
Notes to the Consolidated Financial Statements	F–7

We have adopted and follow ASC 820-10, “Fair Value Measurements and Disclosures” for measurement and disclosures about fair value of our financial instruments. ASC 820-10 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820-10 are:

~~F-1~~26

~~Report~~Level of1 ~~Independent~~— ~~Registered~~Inputs ~~Public~~are ~~Accounting~~unadjusted, ~~Firm~~quoted prices in active markets for identical assets or liabilities at the measurement date.

~~Board~~Level of2 ~~Directors~~— Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and ~~Stockholders~~for the duration of the instrument’s anticipated life.

~~NexAira~~Level ~~Wireless~~3 ~~Inc~~— Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and ~~Subsidiaries~~the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~San~~As ~~Diego~~defined by ASC 820-10, ~~California~~the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

WeThe ~~have~~reported ~~audited~~fair ~~the~~values ~~accompanying~~for ~~consolidated~~financial ~~balance~~instruments ~~sheets~~that use Level 2 and Level 3 inputs to determine fair value are based on a variety of ~~NexAira~~factors ~~Wireless~~and ~~Inc~~assumptions. ~~and~~Accordingly, ~~Subsidiaries~~certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of October 31, ~~2009~~2010 ~~and~~or ~~2008~~that ~~and~~will be recognized in the ~~related~~future ~~consolidated~~and ~~statements~~do not include expenses that could be incurred in an actual settlement. The carrying amounts of ~~operations,~~the ~~shareholders~~Company’s ~~equity~~financial ~~(deficit)~~assets and ~~comprehensive~~liabilities, ~~income~~such ~~(loss),~~as cash and cash ~~flows~~equivalents, ~~for~~prepaids ~~the~~and ~~years~~other ~~then~~current ~~ended. These~~assets, ~~consolidated~~and ~~financial~~other ~~statements~~assets, ~~are~~accounts ~~the~~payable, ~~responsibility~~accrued expenses, accrued interest, taxes payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable to shareholders, long-term debt, and convertible debenture approximates the fair value of such instrument based upon management~~. Our~~’s ~~responsibility~~best isestimate toof ~~express~~interest anrates ~~opinion~~that onwould ~~these~~be ~~consolidated~~available to the Company for similar financial ~~statements~~arrangements ~~based~~at onOctober ~~our~~31, ~~audits~~2010 and 2009. The Company’s derivative liability measured at fair value on a recurring basis was determined using the following inputs:

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


	Fair Value Measurements at October 31, 2010
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
		Total	(Level 1)		(Level 2)		(Level 3)
Embedded derivative liability	$	154,615	$	-	$	-	$	154,615

InOn ~~our~~August ~~opinion~~20, ~~the~~2010, ~~consolidated~~we ~~financial~~entered ~~statements~~into ~~referred~~a convertible note agreement for which it was determined to ~~above~~contain ~~present~~an ~~fairly,~~embedded inderivative. ~~all~~Using ~~material~~the ~~respects~~Monte Carlo Valuation Model, the ~~financial~~fair ~~position~~value of ~~NexAira~~the ~~Wireless~~embedded ~~Inc.~~derivative ~~and~~was ~~Subsidiaries~~determined atto ~~October~~be 31$121,249. ~~2009~~Our ~~and~~stock ~~2008,~~price ~~and~~on ~~the~~August ~~results~~20, of2010 ~~its~~was ~~operations~~$0.33, ~~and~~risk-free ~~its~~discount ~~cash~~rate ~~flows~~of ~~for~~3.38% ~~the~~and ~~years~~volatility ~~then~~of ~~ended~~140% inwas ~~conformity~~used ~~with~~to ~~accounting~~obtain ~~principles~~fair ~~generally~~value ~~accepted~~as inof ~~the~~August ~~United~~20, ~~States of America~~2010.

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.~~ As ~~discussed~~of inOctober ~~Note~~31, 12010, toour ~~the~~stock ~~consolidated~~price ~~financial~~was ~~statements~~$0.14, ~~the~~risk-free ~~Company~~discount ~~has~~rate ~~incurred~~of ~~losses~~3.64% ~~from operations~~ and ~~has~~volatility ~~negative~~of ~~cash~~140% ~~flow~~was ~~from~~used ~~operations, a working capital and a net capital deficit that raise substantial doubt about its ability~~ to ~~continue~~obtain asfair avalue ~~going~~of ~~concern.~~$154,615, ~~Management’s~~resulting ~~plans~~ in ~~regard~~the tochange ~~these matters are also described~~ in ~~Note~~fair 1.value ~~The~~of ~~consolidated~~$33,366 ~~financial~~recorded ~~statements~~as doother ~~not~~expense ~~include~~in ~~any~~our ~~adjustments~~Consolidated ~~that~~Statements ~~might~~of ~~result~~Operations ~~from~~as ~~the outcome~~ of ~~this~~October ~~uncertainty~~31, 2010.

~~/s/~~A ~~BDO~~reconciliation ~~Seidman,~~of ~~LLP~~our liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows:

~~San Diego, California~~27

January 29, 2010


	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	Embedded Derivative Liability
	October 31,
	2010		2009

F-2


Balance beginning of period	$	-	$	-
Embedded derivative in connection with convertible debt		121,249		-
Total unrealized loss included in earnings		33,366		-
Balance end of period	$	154,615	$	-

~~NEXAIRA WIRELESS INC. AND SUBSIDIARIES~~Inventories

Our inventories consist of 3G/4G mobile broadband routers, PC cards, modems and other accessories, and are carried at the lower of average cost, determined on a first-in-first-out (~~formerly~~FIFO) ~~Technology~~basis, ~~Publishing~~or market. We review inventory for significant average cost variances over market on a quarterly basis. We also write down inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, ~~Inc~~additional inventory write-downs may be required.)

~~Consolidated~~Warranty ~~Balance Sheets~~Reserves

	October 31,
		2009		2008
ASSETS
Current assets:
Cash and cash equivalents	$	260,067	$	421,700
Accounts receivable, net		204,163		1,132,588
Inventories, net		671,082		1,445,465
Income tax receivable		110,140		110,140
Prepaids and other current assets		87,325		103,339
Total current assets		1,332,777		3,213,232
Property and equipment, net		226,089		290,591
Other assets:
Software development costs		1,043,009		315,817
Patents and trademarks		85,723		22,921
Security deposit		-		10,157
Total other assets		1,128,732		348,895
TOTAL ASSETS	$	2,687,598	$	3,852,718

Our wireless router products typically carry a one year warranty. We establish reserves for estimated product warranty costs at the time revenue is recognized. Although we engage in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. We calculate a warranty provision using historical data to estimate the percentage of our wireless router products that will require repairs or replacements during the warranty period. Management reviews and updates its estimates as actual warranty expenditures change over the product’s life cycle. Should actual product failure rates, use of materials or service delivery costs differ from management’s estimates, additional warranty reserves could be required, which could reduce gross margin.

~~LIABILITIES~~Impairment ~~AND~~of ~~SHAREHOLDERS’~~Long-Lived ~~(DEFICIT) EQUITY~~Assets

Current liabilities:
Convertible debenture, net	$	1,950,000		$	481,183
Bridge credit facility		-			500,000
Note payable to vendor, net		865,453			-
Accounts payable		632,452			1,432,626
Promissory notes payable to related parties, net		681,349			-
Note payable to bank		84,972			27,609
Accrued expenses and other current liabilities		799,969			300,754
Due to shareholders		32,192			-
Total current liabilities		5,046,387			2,742,172
Long-term debt		-			75,389
TOTAL LIABILITIES		5,046,387			2,817,561
Commitments and contingencies
Shareholders’ (deficit) equity:
Common stock, $0.001 par value:
Authorized shares — 539,200,000
Issued and outstanding – 36,329,262 and 15,489,262, respectively		36,329			15,489
Additional paid-in capital		1,504,289			1,482,926
Accumulated deficit		(3,824,143	)		(450,508	)
Other comprehensive loss:
Foreign exchange translation		(75,264	)		(12,750	)
TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY		(2,358,789	)		1,035,157
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	2,687,598		$	3,852,718

We review the carrying value of our long-lived assets, which include property and equipment, and intangible assets (other than goodwill) annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate in accordance with Statement of ASC 360-10-35, Property, Plant and Equipment – Subsequent Measurement. We assess recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. The estimate of cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to the business model or changes in operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, an impairment loss will be recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. Fair value is determined using available market data, comparable asset quotes and/or discounted cash flow models. Management conducted an evaluation of long-lived assets and determined no impairments currently exist.

~~See~~Software ~~Accompanying~~Development ~~Notes to Consolidated Financial Statements~~Costs

FWe capitalize software development costs in accordance with ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. Software development costs consist of labor and overhead costs related to development of our suite of NexWare™ firmware for our suite of wireless routers. Software development costs are capitalized when technological feasibility and marketability of the related product has been established. On June 1, 2008, we established technological feasibility upon successful completion and testing of our company’s first working router product pilot firmware program. Capitalized software costs are amortized on a product-by-product basis over five years beginning when the product is available for general release to customers. As of October 31, 2010 and 2009, we capitalized $3,350 and $1,043,009, respectively, in connection with software development costs. Interest in the amount of $10,852 was capitalized and included in software development costs for the year ended October 31, 2009. No interest was included in software development costs for the year ended October 31, 2010. Software development costs totaling $109,374 included in the balance sheet as of October 31, 2010 relate to the development of NexWare™ Enterprise Pro products expected to be released in the first quarter 2011. Accordingly, amortization has not begun on this product to date.

~~NEXAIRA WIRELESS INC. AND SUBSIDIARIES~~28

~~(formerly~~Intangible ~~Technology Publishing, Inc.)~~Assets

~~Consolidated~~Our ~~Statements~~intangible assets, consist principally of ~~Operations~~patents and trademarks, are accounted for in accordance with ASC 350.30, Goodwill and Other Intangibles. Intangible assets that have finite lives are amortized using the straight-line method over their estimated useful lives of fifteen years.

	For the Year Ended October 31,
		2009			2008
Revenues:
Products	$	5,587,128		$	11,890,562
Services		56,712			238,290
Total revenues		5,643,840			12,128,852
Cost of revenues:
Products		4,604,277			9,512,473
Services		3,825			219,021
Total cost of revenues		4,608,102			9,731,494
Gross profit		1,035,738			2,397,358
Operating expenses:
Research and development		419,751			440,170
Selling, general and administrative		3,659,473			3,067,033
Total operating expenses		4,079,224			3,507,203
Loss from operations		(3,043,486	)		(1,109,845	)
Other (expense) income:
Interest and other income		22,792			127,845
Interest and other expense		(353,563	)		(144,263	)
Total other (expense) income		(330,771	)		(16,418	)
Loss from operations before income taxes		(3,374,257	)		(1,126,263	)
Income tax benefit		622			95,269
Net loss	$	(3,373,635	)	$	(1,030,994	)
Per share data:
Weighted average shares outstanding used in computation of basic and diluted net loss per share:
Basic and diluted		21,928,056			13,256,157
Net loss per share:
Basic and diluted	$	(0.15	)	$	(0.08	)

Valuation of Deferred Income Taxes

~~See~~We ~~Accompanying~~record ~~Notes~~valuation allowances to ~~Consolidated~~reduce ~~Financial~~our ~~Statements~~deferred tax assets to an amount that we believe is more likely than not to be realized. We consider estimated future taxable income and ongoing prudent and feasible tax planning strategies, including reversals of deferred tax liabilities, in assessing the need for a valuation allowance. If we were to determine that we will not realize all or part of our deferred tax assets in the future, we would make an adjustment to the carrying value of the deferred tax asset, which would be reflected as income tax expense. Conversely, if we were to determine that we will realize a deferred tax asset, which currently has a valuation allowance, we would reverse the valuation allowance which would be reflected as an income tax benefit or as an adjustment to shareholders’ equity. For financial statement reporting purposes, we must make certain estimates and judgments. These estimates and judgments are applied in the calculation of certain tax liabilities and in the determination of the recoverability of deferred tax assets, which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes.

~~F-4~~Revenue Recognition

~~NEXAIRA~~We ~~WIRELESS~~recognize ~~INC~~revenue, net of sales tax, when all four basic criteria are met: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. ~~AND~~In ~~SUBSIDIARIES~~addition, we do not recognize revenue until all of the customers’ acceptance criteria have been met. The criteria are usually met at the time of product shipment, except for shipments to distributors with rights of return. We defer the portion of revenue from shipments to distributors subject to rights of return until the agreed upon percentage of return or cancellation privileges lapse. Revenue recognition related to customization services and provisioning is recognized when services are performed.

~~(formerly~~Stock-Based ~~Technology~~Compensation ~~Publishing, Inc.)~~Expense

We account for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation which requires all share-based payments to be recognized in our financial statements based on their respective grant date fair values. Under this standard, the fair value of each employee stock option is estimated on the date of grant using an option pricing model that meets certain requirements. Consistent with the provisions of ASC 718, we estimate the fair value of stock options and shares issued under its employee stock purchase plan using the Black-Scholes option-pricing model. Fair value is estimated on the date of grant and is then recognized (net of estimated forfeitures) as expense in our Consolidated ~~Statements~~Statement of ~~Cash~~Operations ~~Flows~~over the requisite service period (generally the vesting period). ASC 718 requires that we estimate the fair value of stock-based compensation on the date of grant using an option-pricing model. Our company uses the Black-Scholes model to value stock-based compensation. The Black-Scholes model determines the fair value of stock-based payment awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by us is determined in accordance with ASC 718 and Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, (“SAB 107”) as amended by SAB No. 110, using an option-pricing model, this value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

		For the Year Ended October 31,
	2009			2008
Cash flows from operating activities:
Net loss	$	(3,373,635	)	$	(1,030,994	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		133,961			104,519
Loss on disposal of fixed assets		9,668			6,202
Provision for bad debts		19,000			183,543
Provision for inventory obsolescence		257,917			29,802
Warranty reserve		30,301			45,000
Stock-based compensation expense		15,871			131,171
Net liabilities assumed in connection with Share Exchange Agreement		(77,905	)		-
Net liabilities transferred with the sale of Westside Publishing Ltd.		27,056			-
Accretion of discount on debt		52,766			9,183
Change in deferred taxes		-			(6,000	)
Changes in operating assets and liabilities:
Accounts receivable		909,425			496,281
Inventories		516,466			1,083,357
Income tax receivable		-			(110,140	)
Prepaids and other current assets		10,829			166,481
Security deposit		-			1,231
Accounts payable		495,122			(1,913,596	)
Accrued expenses and other current liabilities		468,914			(247,831	)
Net cash used in operating activities		(504,244	)		(1,051,791	)
Cash flows from investing activities:
Purchases of property and equipment		(63,785	)		(249,863	)
Software development costs		(727,192	)		(315,817	)
Patents and trademarks		(62,802	)		(22,921	)
Net cash used in investing activities		(853,779	)		(588,601	)
Cash flows from financing activities:
Net proceeds from convertible debenture		950,000			464,332
Proceeds from bridge credit facility		-			500,000
Net proceeds from borrowings from related parties		687,394			-
Repayment of note payable to vendor		(392,656	)		-
Repayment of note payable to bank		(18,026	)		(85,029	)
Advances from shareholder		32,192			-
Repayment of notes payable to shareholders		-			(37,967	)
Net cash provided by financing activities		1,258,904			841,336
Effect of exchange rate changes on cash		(62,514	)		46,215
Net decrease in cash and cash equivalents		(161,633	)		(752,841	)
Cash and cash equivalents at beginning of period		421,700			1,174,541
Cash and cash equivalents at end of period	$	260,067		$	421,700

Recent Accounting Pronouncements

~~See~~In ~~Accompanying~~July ~~Notes~~2010, the FASB issued ASU No. 2010-20, Receivables - Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This standard requires companies to ~~Consolidated~~improve ~~Financial~~their ~~Statements~~disclosures about the credit quality of their financing receivables and the credit reserves held against them. The guidance covers trade accounts receivables, financing receivables, loans, loan syndications, factoring arrangements, and standby letters of credit. The Company will adopt the provisions of this update in fiscal year 2011. Management is currently assessing the potential impact that the adoption of this new authoritative guidance could have on the Company’s financial statements.

~~F-5~~29

~~NEXAIRA~~In ~~WIRELESS~~January ~~INC~~2010, the FASB issued ASU No. ~~AND~~2010-06, ~~SUBSIDIARIES~~Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends ASC 820, Fair Value Measurements to require a number of additional disclosures regarding fair value measurements. This guidance requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The guidance became effective for the Company with the reporting period beginning April 1, 2010, except for the Level 3 reconciliation disclosures that are effective for interim and annual periods beginning after December 15, 2010. Adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-14, Software (~~formerly~~Topic ~~Technology~~985) ~~Publishing~~Certain Arrangements That Contain Software Elements – a consensus of the FASB Emerging Issues Task Force (“ASU 2009-14”). ASU 2009-14 amends the scope of software revenue guidance in FASB ASC Subtopic 985-605, ~~Inc~~Software-Revenue Recognition, to exclude tangible products containing software and non-software components that function together to deliver the product’s essential functionality and ASU No. 2009-13, Revenue Recognition (Topic 605) Multiple-Deliverable Revenue Arrangements — a consensus of the FASB EITF (“ASU 2009-13”). ASU 2009-13 eliminates the residual method of allocation and requires the relative selling price method when allocating deliverables of a multiple-deliverable revenue arrangement. ASU 2009-13 specifies the best estimate of a selling price is consistent with that used to determine the price to sell the deliverable on a standalone basis. ASU 2009-14 and ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and must be adopted in the same period using the same transition method. If adoption is elected in a period other than the beginning of a fiscal year, the amendments in these standards must be applied retrospectively to the beginning of the fiscal year. Full retrospective application of these amendments to prior fiscal years is optional. Companies may elect early adoption of these standards. The Company does not believe the adoption of ASU 2009-14 and ASU 2009-13 will have a material impact on its consolidated results of operations and financial condition.

~~Consolidated~~ITEM ~~Statements~~7A. ofQUANTITATIVE ~~Changes~~AND inQUALITATIVE ~~Shareholders’~~DISCLOSURE ~~(Deficit)~~ABOUT ~~Equity~~MARKET ~~and Comprehensive Income (Loss)~~RISKS.

							Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)						Comprehensive Income (Loss)
	Common
	Stock			Amount												Total
BALANCE OCTOBER 31, 2007	9,625,354		$	9,625		$	329,619		$	(58,965	)	$	580,486		$	860,765
Conversion of convertible debenture into common stock	5,645,162			5,645			994,355									1,000,000
Issuance of additional shares in connection with repricing shares previously issued in conversion of convertible loans	218,746			219			(219	)								-
Issuance of stock options in connection with amendment of convertible debenture							28,000									28,000
Stock-based compensation							131,171									131,171
Net loss													(1,030,994	)		(1,030,994	)	$	(1,030,994	)
Foreign exchange translation										46,215						46,215			46,215
Total comprehensive loss																		$	(984,779	)
BALANCE OCTOBER 31, 2008	15,489,262			15,489			1,482,926			(12,750	)		(450,508	)		1,035,157
Repricing of stock options in connection with amendment of convertible debenture							25,806									25,806
Issuance of warrants in connection with related party debt							12,000									12,000
Issuance of warrants to vendor in connection with Amended Note Payable Agreement							39,375									39,375
Issuance of common stock for Share Exchange Agreement with Technology Publishing, Inc.,	81,640,000			81,640			(159,545	)								(77,905	)
Sales of Westside Publishing
Ltd. for cancellation of common stock	(40,800,000	)		(40,800	)		67,856									27,056
Return and cancelation of common shares by former officer and director of Technology Publishing	(20,000,000	)		(20,000	)		20,000									-
Stock-based compensation							15,871									15,871
Net loss													(3,373,635	)		(3,373,635	)	$	(3,373,635	)
Foreign exchange translation										(62,514	)					(62,514	)		(62,514	)
Total comprehensive loss																		$	(3,436,149	)
BALANCE OCTOBER 31, 2009	36,329,262		$	36,329		$	1,504,289		$	(75,264	)	$	(3,824,143	)	$	(2,358,789	)

Not applicable.

~~See~~ITEM ~~Accompanying~~8. ~~Notes~~FINANCIAL toSTATEMENTS ~~Consolidated~~AND ~~Financial~~SUPPLEMENTARY ~~Statements~~DATA

~~F-6~~30

NEXAIRA WIRELESS INC. ~~AND SUBSIDIARIES~~

~~(formerly Technology Publishing, Inc.)~~Index

Notes to Consolidated Financial Statements


Report of Independent Registered Accounting Firm	F2

Consolidated Balance Sheets	F3

Consolidated Statements of Operations	F4

Consolidated Statements of Cash Flows	F5

Consolidated Statement of Shareholders’ Deficit and Comprehensive Loss	F6

Notes to the Consolidated Financial Statements	F7

~~For the Years Ended October 31, 2009 and 2008~~F-1

1.Report of Independent Registered Public Accounting Firm

~~THE~~Board ~~COMPANY~~of Directors and Shareholders Nexaira Wireless Inc. and Subsidiaries Vancouver, BC

~~Nexaira~~We ~~Wireless,~~have ~~Inc.~~audited (“the ~~Company”),~~accompanying ~~formerly~~consolidated ~~known~~balance assheets ~~Technology Publishing, Inc. (“TPI”) was incorporated in the State~~ of ~~Nevada~~Nexaira onWireless ~~March 19, 2007~~Inc. ~~The Company is headquartered in Vancouver, British Columbia Canada~~ and ~~its~~Subsidiaries ~~principal~~as ~~operations~~of ~~are~~October ~~located in San Diego~~31, ~~California. The~~2010 ~~Company develops~~ and ~~distributes~~2009 ~~3G mobile wireless broadband~~ and ~~router~~the ~~solutions,~~related asconsolidated ~~well~~statements asof ~~communications~~operations ~~software~~and tocomprehensive ~~wireless~~income ~~operators~~(loss), ~~distributors,~~shareholders’ ~~original~~equity ~~equipment manufacturers~~ (~~OEMs~~deficit), and ~~vertical~~cash ~~markets~~flows ~~worldwide.~~for ~~The~~each ~~Company~~of ~~also~~the ~~provides~~years ~~customization~~in ~~services,~~the ~~marketing~~period ~~tools,~~ended ~~provisioning~~October ~~and~~31, ~~airtime activations based on individual customer needs~~2010. ~~The~~These ~~Company~~financial isstatements ~~publicly~~are ~~traded~~the onresponsibility ~~the~~of ~~Over-~~the~~-Counter~~ ~~Bulletin~~Company’s ~~Board~~management. ~~(OTCBB)~~Our ~~under~~responsibility ~~the~~is ~~symbol~~to ~~“NXWI”~~express ~~and~~an ~~can~~opinion beon ~~found~~these onfinancial ~~the~~statements ~~worldwide~~based ~~web~~on atour ~~www~~audits.~~nexaira.com.~~

~~Nexaira~~We ~~Inc.~~conducted ~~(“Nexaira”)~~our ~~incorporated~~audits asin ~~M2M~~accordance ~~Wireless~~with ~~Ltd~~the onstandards ~~November~~of ~~11,~~the ~~2004~~Public ~~under~~Company ~~the~~Accounting ~~Alberta,~~Oversight ~~Canada~~Board ~~Business~~(United ~~Corporations Act~~States). OnThose ~~June~~standards 8,require ~~2005~~that ~~Nexaira~~we ~~incorporated~~plan ~~its~~and ~~wholly-owned~~perform ~~subsidiary in~~ the ~~State~~audit ofto ~~California~~obtain ~~under~~reasonable ~~the~~assurance ~~name~~about ~~Nexaira,~~whether ~~Inc.,~~the ~~and~~financial ~~effected~~statements aare ~~name~~free ~~change~~ of ~~its~~material ~~Canadian~~misstatement. ~~parent~~The ~~corporation~~Company tois ~~Nexaira~~not ~~Inc.~~required ~~effective~~to ~~December 12~~have, ~~2005~~nor towere ~~better~~we ~~reflect~~engaged ~~its~~to ~~business and marketing opportunities. On September 28~~perform, ~~2009,~~an ~~the~~audit ~~shareholders~~ of ~~Nexaira entered into a Share Exchange Agreement with TPI and~~ its ~~wholly-owned~~internal ~~subsidiary,~~control ~~Westside~~over ~~Publishing~~financial ~~Ltd,~~reporting. aOur ~~private~~audits ~~Canadian~~included ~~based~~consideration ~~company~~of ~~under~~internal ~~common~~ control, ~~whereby~~over ~~Nexaira merged with and into TPI, with Nexaira remaining as the surviving corporation. For~~ financial ~~statement~~ reporting ~~purposes, the merger was treated~~ as a ~~reverse~~basis ~~acquisition~~for ~~with~~designing ~~Nexaira~~audit ~~deemed~~procedures ~~the~~that ~~accounting~~are ~~acquirer~~appropriate ~~and~~in ~~TPI deemed~~ the ~~accounting acquiree under the purchase method of accounting in accordance with ASC 805-10-40~~circumstances, ~~Business~~but ~~Combinations~~not –for ~~Reverse Acquisitions. The reverse merger is deemed a recapitalization and~~ the ~~consolidated~~purpose ~~financial~~of ~~statements~~expressing ~~represent~~an ~~the~~opinion ~~continuation~~on of the ~~financial~~effectiveness ~~statements~~ of ~~Nexaira (~~the ~~accounting~~Company’s ~~acquirer/legal~~internal ~~subsidiary)~~control ~~except~~over ~~for~~financial isreporting. ~~capital structure~~Accordingly, ~~and~~we ~~the~~express ~~consolidated~~no ~~financial~~such ~~statements~~opinion. ~~reflect~~An ~~the~~audit ~~assets~~also ~~and~~includes ~~liabilities~~examining, ofon ~~Nexaira~~a ~~recognized~~test ~~and~~basis, ~~measured~~evidence atsupporting ~~their carrying value before~~ the ~~combination~~amounts and ~~the~~disclosures ~~assets~~in ~~and liabilities of TPI (~~the ~~legal~~financial ~~acquiree/legal~~statements, ~~parent). The~~assessing ~~equity structure reflects~~ the ~~equity~~accounting ~~structure~~principles ofused ~~TPI, the legal parent,~~ and ~~the~~significant ~~equity~~estimates ~~structure~~made ofby ~~Nexaira~~management, ~~the~~as ~~accounting~~well ~~acquirer,~~ as ~~restated~~evaluating ~~using~~ the ~~exchange~~overall ~~ratios~~financial ~~established~~statement inpresentation. ~~the~~We ~~Share~~believe ~~Exchange~~that ~~Agreement~~our toaudits ~~reflect~~provide ~~the~~a ~~numbers~~reasonable ofbasis ~~shares~~for ofour ~~the legal parent~~opinion. .

~~Effective~~In ~~October~~our 26opinion, ~~2009~~ the ~~merger~~consolidated ~~was~~financial ~~completed~~statements ~~with~~referred ~~TPI, a Nevada Corporation which was incorporated solely~~ to ~~effect~~above apresent ~~change~~fairly, in ~~TPI’s~~all ~~name~~material ~~from~~respects, ~~“Technology~~the ~~Publishing,~~financial ~~Inc.”~~position toof “Nexaira Wireless, Inc.~~”. The~~ ~~name~~and ~~change~~Subsidiaries ~~became~~at ~~effective~~October ~~with~~31, ~~the~~2010 ~~OTCBB~~and at2009, and the ~~opening~~results ~~for~~of ~~trading~~its onoperations ~~November~~and 2,its ~~2009~~cash ~~under~~flows ~~the~~for ~~new~~each ~~stock~~of ~~symbol~~the ~~“NXWI”.~~years Inin ~~connection with~~ the ~~closing~~period ofended ~~the~~October ~~share~~31, ~~exchange agreement~~2010, ~~the~~in ~~officers~~conformity ofwith ~~TPI~~accounting ~~resigned,~~principles ~~with~~generally ~~Nexaira’s~~accepted ~~officers~~in ~~and~~the ~~directors~~United ~~duly~~States ~~appointed~~of America.

~~Effective~~The ~~October~~accompanying ~~29,~~consolidated ~~2009,~~financial statements have been prepared assuming that the Company ~~entered~~will ~~into~~continue as a ~~Share~~going ~~Purchase~~concern. ~~Agreement~~As ~~with~~discussed ~~TPI’s~~in ~~former~~Note ~~officer~~1 ~~and~~to ~~director,~~the ~~whereby~~consolidated financial statements, the Company ~~divested~~has ~~Westside~~incurred ~~Publishing~~losses ~~Ltd.~~from asoperations ~~consideration~~and ~~for~~has ~~the~~negative ~~cancellation~~cash offlow ~~40.8~~from ~~million~~operations, ~~shares~~a ofworking ~~the~~capital ~~Company’s~~and ~~restricted~~a ~~common~~net ~~stock. In~~capital ~~addition,~~deficit onthat ~~October~~raise ~~29,~~substantial ~~2009,~~doubt ~~the~~about ~~Company~~its ~~entered~~ability ~~into~~to continue as a ~~return~~going toconcern. ~~treasury~~Management’s ~~agreement~~plans ~~with~~in aregard ~~former~~to ~~shareholder,~~these ~~whereby~~matters ~~the~~are ~~former~~also ~~shareholder~~described ~~agreed~~in toNote1. ~~return~~The ~~20,000,000~~consolidated ~~restricted~~financial ~~common~~statements ~~shares~~do tonot ~~the~~include ~~company~~any ~~for~~adjustments ~~cancellation~~that ~~effective~~might ~~October~~result ~~30,~~from ~~2009~~the outcome of this uncertainty.

~~See~~/s/ ~~Note~~BDO 3USA, ~~– Share Exchange Agreement.~~LLP

~~Going~~San ~~Concern~~Diego, California January 28, 2011

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has experienced a decline in revenues, and has negative cash flows from operations, negative working capital and capital deficits, which raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion. As discussed in Note 7 – Bridge Credit Facility and Convertible Debenture, the Company has obtained funds from related parties since its inception through the date of this report, January 29, 2010. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing shareholders and prospective new investors will provide the additional cash needed to meet the Company's obligations as they become due, and will allow the development of its core business.F-2

~~F-7~~NEXAIRA WIRELESS INC. AND SUBSIDIARIES Consolidated Balance Sheets

Recent tightening of the credit markets and unfavorable economic conditions has led to a low level of liquidity in many financial markets and extreme volatility in the credit and equity markets. As contemplated by the share exchange agreement, described in Note 3, entered into on September 28, 2009, management expects to access the equity markets to raise cash in the near future. The Company plans to raise $3 to $5 million within the next three to six months through equity financing. However, there is no assurance that the Company will be successful in securing additional capital. In addition, if signs of improvement in the global economy do not progress as expected and the economic slowdown continues or worsens, the Company’s business, financial condition, cash flows and results of operations will be adversely affected. If that happens, the Company’s ability to access the capital or credit markets may worsen and it may not be able to obtain sufficient capital to satisfy or refinance all of its outstanding debt obligations as the obligations are required to be paid. The Company is dependent on the continued financial support of its principal shareholder and convertible debenture investor. If the Company is unable to achieve projected operating results and/or obtain the additional contemplated financing, management will be required to curtail growth plans and reduce development activities. Should the Company not be able to obtain new capital required to it would have to renegotiate the terms of its existing loan agreements with a supplier and related parties. The Company will be required to consider strategic and other alternatives, including, among other things, the sale of assets to generate funds, the negotiation of revised terms of its indebtedness, additional exchanges of its existing indebtedness obligations for new securities and additional equity offerings. The Company has retained financial advisors to assist it in considering these strategic, restructuring or other alternatives. There is no assurance that the Company will be successful in completing any of these alternatives. The Company’s failure to satisfy or refinance any of its indebtedness obligations as they come due, including through additional exchanges of new securities for existing indebtedness obligations or additional equity offerings, including through additional exchanges of new securities for existing indebtedness obligations or additional equity offerings, will result in a default and potential acceleration of its remaining indebtedness obligations and will have a material adverse effect on its business and continuance as a going concern.


		October 31,
		2010	2009
ASSETS
Current assets:
Cash and cash equivalents	$	107,727	$	260,067
Accounts receivable, net		200,416		204,163
Inventories, net		162,525		671,082
Income tax receivable		-		110,140
Prepaids and other current assets		94,406		87,325
Total current assets		565,074		1,332,777

Property and equipment, net		205,599		226,089

Other assets:
Software development costs, net		917,417		1,043,009
Patents and trademarks, net		100,616		85,723
Total other assets		1,018,033		1,128,732

TOTAL ASSETS	$	1,788,706	$	2,687,598

2.LIABILITIES AND SHAREHOLDERS’ DEFICIT

SIGNIFICANT ACCOUNTING POLICIES


Current liabilities:
Convertible debenture, net	$	-		$	1,950,000
Short-term promissory notes payable		950,000			-
Note payable to vendor, net		576,449			865,453
Accounts payable		729,854			632,452
Convertible note payable, net		281,319			-
Derivative liability		154,615			-
Promissory notes payable to related parties, net		412,000			681,349
Note payable to bank		56,666			84,972
Accrued expenses and other current liabilities		1,565,754			799,969
Due to shareholders		-			32,192
Total current liabilities		4,726,657			5,046,387

Commitments and contingencies

Shareholders’ deficit:
Preferred stock, $0.001 par value:
Authorized shares – 100,000,000
Issued and outstanding – Nil		-			-
Common stock, $0.001 par value:
Authorized shares — 600,000,000
Issued and outstanding – 59,811,116 and 36,329,262, respectively		59,811			36,329
Additional paid-in capital		5,622,753			1,504,289
Accumulated deficit		(8,488,905	)		(3,824,143	)
Other comprehensive loss:
Foreign exchange translation		(131,610	)		(75,264	)
TOTAL SHAREHOLDERS’ DEFICIT		(2,937,951	)		(2,358,789	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,788,706		$	2,687,598

~~Principles~~See ofAccompanying ~~Consolidation~~Notes to Consolidated Financial Statements

~~The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America and include the accounts of the Company, and its wholly~~F-~~owned subsidiary, Nexaira, Inc., a California Corporation. All significant intercompany accounts and transactions have been eliminated.~~ 3

~~Foreign~~NEXAIRA ~~Currency~~WIRELESS INC. AND SUBSIDIARIES Consolidated Statements of Operations

The functional currency of the Company’s Canadian operations is the Canadian dollar. Assets and liabilities of the Company’s Canadian operations are translated into U.S. dollars at end-of-period exchange rates. Revenues and expenses are translated at average exchange rates in effect for the period. Net currency exchange gains or losses resulting from such translations are excluded from net income and are accumulated in a separate component of shareholders’ equity as accumulated other comprehensive income (loss). Gains and losses resulting from foreign currency, which are not significant, are included in the consolidated statements of operations.


		For the Year Ended October 31,
		2010			2009


Revenues	$	1,744,796		$	5,643,840

Cost of revenues		1,523,340			4,608,102

Gross profit		221,456			1,035,738

Operating expenses:
Research and development		1,003,414			419,751
Selling, general and administrative		3,521,909			3,659,473
Total operating expenses		4,525,323			4,079,224
Loss from operations		(4,303,867	)		(3,043,486	)

Other (expense) income:
Interest and other income		2,298			22,792
Interest and other expense		(361,248	)		(353,563	)
Total other (expense) income		(358,950	)		(330,771	)
Loss from operations before income taxes		(4,662,817	)		(3,374,257	)
Income tax provision (benefit)		1,945			(622	)
Net loss	$	(4,664,762	)	$	(3,373,635	)
Per share data:
Weighted average shares outstanding used in computation of basic
And diluted net loss per share
Basic and diluted		57,935,827			21,928,056

Net loss per share:
Basic and diluted	$	(0.08	)	$	(0.15	)

~~Use~~See ofAccompanying ~~Estimates~~Notes to Consolidated Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and also requires disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates made by management include revenue recognition estimates, the valuation of deferred income tax assets, the valuation of equity instruments, allowance for doubtful accounts, inventory obsolescence and warrants issued in connection with debt.F-4

~~F-8~~NEXAIRA WIRELESS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows

Revenue Recognition


		For the Year Ended October 31,
		2010			2009

Cash flows from operating activities:
Net loss	$	(4,664,762	)	$	(3,373,635	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		270,460			133,961
Loss on disposal of fixed assets		3,456			9,668
Provision for bad debts		(13,000	)		19,000
Provision for inventory obsolescence		125,993			257,917
Warranty reserve		19,716			30,301
Stock-based compensation expense		163,190			15,871
Loss on change in fair value of derivative		33,366			-
Net liabilities assumed in connection with Share Exchange Agreement		-			(77.905	)
Net liabilities transferred with the sale of Westside Publishing Ltd.		-			27,056
Accretion of discount on debt		91,033			52,766
Changes in operating assets and liabilities:
Accounts receivable		16,747			909,425
Inventories		382,564			516,466
Prepaids and other current assets		103,059			10,829
Accounts payable		97,402			495,122
Accrued expenses and other current liabilities		887,024			468,914
Net cash used in operating activities		(2,483,752	)		(504,244	)
Cash flows from investing activities:
Purchases of property and equipment		(101,300	)		(63,785	)
Software development costs		(3,350	)		(727,192	)
Patents and trademarks		(36,283	)		(62,802	)
Net cash used in investing activities		(140,933	)		(853,779	)
Cash flows from financing activities:
Net proceeds from issuance of common stock		1,100,000			-
Net proceeds from convertible debenture		-			950,000
Net proceeds from convertible net payable		391,500			-
Net proceeds from borrowings from related parties		362,000			687,394
Proceeds from short term notes payable		1,150,000			-
Repayments of short term notes payable		(200,000	)		-
Repayment of note payable to vendor		(315,260	)		(392,656	)
Exercise of stock options		33,750			-
Repayment of note payable to bank		(28,306	)		(18,026	)
Advances from shareholder		9,609			32,192
Net cash provided by financing activities		2,503,293			1,258,904
Net decrease in cash and cash equivalents before effect of exchange rate		(121,392	)		(99,119	)
Effect of exchange rate changes on cash		(30,948	)		(62,514	)
Net decrease in cash and cash equivalents		(152,340	)		(161,633	)
Cash and cash equivalents at beginning of period		260,067			421,700
Cash and cash equivalents at end of period	$	107,727		$	260,067

~~The~~See ~~Company~~Accompanying ~~recognizes~~Notes revenue, net of sales tax, when all four basic criteria are met: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. In addition, the Company does not recognize revenue until all customers’ acceptance criteria have been met. The criteria are usually met at the time of product shipment, except for shipments to ~~distributors~~Consolidated ~~with~~Financial rights of return. The portion of revenue from shipments to distributors subject to rights of return is deferred until the agreed upon percentage of return or cancellation privileges lapse. Revenue recognition related to customization services and provisioning is recognized when services are performed. In accordance with FASB ASC 605-45 (Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs), the Company includes shipping and handling fees billed to customers in net revenues. Amounts incurred by the Company for freight are included in cost of goods sold. Statements

~~Computation of Income and Loss per Share~~F-5

~~The~~NEXAIRA ~~Company~~WIRELESS ~~computes income and loss per share in accordance with ASC 260, formerly SFAS No~~INC. ~~128,~~AND ~~Earnings~~SUBSIDIARIES Consolidated ~~per~~Statements ~~Share. ASC 260 requires presentation~~ of ~~both~~Changes ~~basic~~in ~~and~~Shareholders’ ~~diluted~~Deficit earnings per share (“EPS”) on the face of the statements of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and ~~convertible~~Comprehensive preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.Loss

Fair Value of Financial Instruments


										Accumulated
							Additional			Other
	Common						Paid-in			Comprehensive			Accumulated						Comprehensive
	Stock			Amount			Capital			Loss			Deficit			Total			Loss

BALANCE OCTOBER 31, 2008	15,489,262		$	15,489		$	1,482,926		$	(12,750	)	$	(450,508	)	$	1,035,157

Repricing of stock options in connection with amendment of convertible debenture

							25,806									25,806
Issuance of warrants in connection with related party debt

							12,000									12,000
Issuance of warrants to vendor in connection with Amended Note Payable Agreement

							39,375									39,375
Issuance of common stock for Share Exchange Agreement with Technology Publishing, Inc.,

	81,640,000			81,640			(159,545	)								(77,905	)

Sales of Westside Publishing Ltd. for cancellation of common stock

	(40,800,000	)		(40,800	)		67,856									27,056
Return and cancelation of common shares by former officer and director of Technology Publishing


	(20,000,000	)		(20,000	)		20,000									-
Stock-based compensation							15,871									15,871
Net loss													(3,373,635	)		(3,373,635	)	$	(3,373,635	)

Foreign exchange translation										(62,514	)					(62,514	)		(62,514	)
Total comprehensive loss																		$	(3,436,149	)
BALANCE OCTOBER 31, 2009	36,329,262			36,329			1,504,289			(75,264	)		(3,824,143	)		(2,358,789	)

Conversion of convertible debentures into common stock
Conversion of convertible debentures into common stock	19,950,000			19,950			1,930,050									1,950,000
Conversion of promissory notes payable to related party into common stock

	423,674			424			211,413									211,837
Conversion of promissory notes payables to third parties into common stock

	580,849			581			289,844									290,425
Issuance of common stock in connection with private placements

	2,025,000			2,025			1,297,975									1,300,000
Issuance of common stock in connection with consulting agreements

	183,330			183			79,817									80,000
Issuance of common stock in connection with settlement of accounts payable

	94,001			94			21,391									21,485
Issuance of warrants in connection with convertible note payable

							49,458									49,458
Purchase price adjustment in connection with Share Exchange Agreement with Technology Publishing, Inc.


							41,801									41,801
Exercise of stock options	225,000			225			33,525									33,750
Stock-based compensation							163,190									163,190
Net loss													(4,664,762	)		(4,664,762	)	$	(4,664,762	)
Foreign exchange translation										(56,346	)					(56,346	)		(56,346	)
Total comprehensive loss																		$	(4,721,108	)

BALANCE OCTOBER 31, 2010	59,811,116		$	59,811		$	5,622,753		$	(131,610	)	$	(8,488,905	)	$	(2,937,951	)

~~The~~See ~~Company~~Accompanying ~~has~~Notes adopted and follows ASC 820-10, “Fair Value Measurements and Disclosures” for measurement and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to ~~valuation~~Consolidated ~~techniques~~Financial used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820-10 are: Statements

~~Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.~~ F-6

~~Level 2 —~~NEXAIRA ~~Inputs~~WIRELESS (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated lifeINC. AND SUBSIDIARIES

~~Level 3 —~~Notes ~~Inputs~~to ~~reflect~~Consolidated ~~management’s~~Financial ~~best~~Statements For ~~estimate of what market participants would use in pricing~~ the ~~asset~~Years orEnded ~~liability~~October at31, ~~the~~2010 ~~measurement date. Consideration is given to the risk inherent in the valuation technique~~ and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.2009

As defined by ASC 820-10, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date1. ~~The~~ ~~carrying~~THE amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaids and other current assets, and other assets, accounts payable, accrued expenses, accrued interest, taxes payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable to shareholders, long-term debt, bridge credit facility and convertible debenture approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at October 31, 2009 and 2008.COMPANY

FNexaira Wireless, Inc. (“the Company”), formerly known as Technology Publishing, Inc. (“TPI”) was incorporated in the State of Nevada on March 19, 2007. The Company is headquartered in Vancouver, British Columbia Canada and its principal operations are located in San Diego, California. The Company develops and distributes 3G/4G wireless broadband routing solutions, as well as communications software to wireless and wireline carriers, Managed Service Providers (MSPs), Value Added Resellers (VARs) and distributors. The Company also provides customization services, marketing tools, provisioning and airtime activations based on individual customer needs. The Company is publicly traded on the Over-9the-Counter Bulletin Board (OTCBB) under the symbol “NXWI” and can be found on the worldwide web at www.nexaira.com.

~~The~~Effective ~~Company~~February ~~does~~19, ~~not~~2010, ~~have~~the ~~any~~Registrar ~~assets~~of orCompanies ~~liabilities~~of ~~measured~~the atProvince ~~fair~~of ~~value~~British onColumbia aapproved ~~recurring~~the orcontinuation aof ~~non-recurring~~Nexaira ~~basis,~~Inc. ~~consequently,~~into British Columbia from the ~~Company~~jurisdiction ~~did~~of ~~not~~Alberta. ~~have~~British ~~any~~Columbia ~~fair~~law ~~value~~required ~~adjustments~~that ~~for~~Nexaira ~~assets~~Inc. ~~and~~change ~~liabilities~~its ~~measured~~name atto ~~fair~~a ~~value~~more atdescriptive ~~October~~one 31and, ~~2009,~~effective ~~nor~~February ~~gains~~19, or2010 ~~losses~~Nexaira ~~reported~~Inc. inchanged ~~the~~its ~~statement~~name ofto ~~operations~~Nexaira ~~that~~Wireless ~~are~~(BC) ~~attributable~~Ltd. toNexaira ~~the~~Wireless ~~change~~(BC) inLtd. ~~unrealized~~is ~~gains~~a orwholly ~~losses~~owned ~~relating~~subsidiary toof ~~those~~the ~~assets~~Company and ~~liabilities~~its ~~still~~offices ~~held~~are located at ~~the~~Suite ~~reporting~~#1404, ~~date~~510 West Hastings Street in Vancouver, B.C., Canada.

~~Concentration~~Nexaira Wireless (BC) Ltd. (“Nexaira”) incorporated as M2M Wireless Ltd on November 11, 2004 under the Alberta, Canada Business Corporations Act. On June 8, 2005 Nexaira incorporated its wholly-owned subsidiary in the State of ~~Credit~~California ~~Risk~~under the name Nexaira, Inc., and effected a name change of its Canadian parent corporation to Nexaira Wireless (BC) Ltd. effective December 12, 2005 to better reflect its business and marketing opportunities. On September 28, 2009, the shareholders of Nexaira entered into a Share Exchange Agreement with TPI and its wholly-owned subsidiary, Westside Publishing Ltd, a private Canadian based company under common control, whereby Nexaira merged with and into TPI, with Nexaira remaining as the surviving corporation. For financial statement reporting purposes, the merger was treated as a reverse acquisition with Nexaira deemed the accounting acquirer and TPI deemed the accounting acquiree under the purchase method of accounting in accordance with ASC 805-10-40, Business Combinations – Reverse Acquisitions. The reverse merger is deemed a recapitalization and the consolidated financial statements represent the continuation of the financial statements of Nexaira (the accounting acquirer/legal subsidiary) except for is capital structure, and the consolidated financial statements reflect the assets and liabilities of Nexaira recognized and measured at their carrying value before the combination and the assets and liabilities of TPI (the legal acquiree/legal parent). The equity structure reflects the equity structure of TPI, the legal parent, and the equity structure of Nexaira, the accounting acquirer, as restated using the exchange ratios established in the Share Exchange Agreement to reflect the numbers of shares of the legal parent. .

~~Financial~~Effective ~~instruments~~October ~~that~~26, ~~potentially~~2009 ~~subject~~ the ~~Company~~merger was completed with TPI, a Nevada Corporation which was incorporated solely to ~~concentrations~~effect ofa ~~credit~~change ~~risk~~in ~~consist~~TPI’s ~~principally~~name from “Technology Publishing, Inc.” to “Nexaira Wireless, Inc.”. The name change became effective with the OTCBB at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”. In connection with the closing of ~~cash~~the ~~and~~share ~~cash~~exchange ~~equivalents~~agreement, ~~trade~~the ~~accounts~~officers ~~receivable~~of TPI resigned, ~~revenue~~with Nexaira’s officers and ~~suppliers~~directors duly appointed.

~~The~~Effective ~~Company’s~~October ~~cash~~29, ~~and~~2009, ~~cash~~the ~~equivalents~~Company ~~are~~entered ~~placed~~into ata ~~financial~~Share ~~institutions,~~Purchase ~~which~~Agreement atwith ~~times,~~TPI’s ~~may~~former ~~exceed~~officer ~~federally~~and ~~insured limits. Generally~~director, ~~these~~whereby ~~deposits~~the ~~may~~Company bedivested ~~redeemed~~Westside ~~upon~~Publishing ~~demand and, therefore, bear minimal risk~~Ltd. ~~Effective~~ ~~October 3,~~as ~~2008,~~consideration for the ~~Emergency~~cancellation ~~Economic~~of ~~Stabilization~~40.8 ~~Act~~million shares of ~~2008 raised~~ the ~~Federal~~Company’s ~~Deposit~~restricted ~~Insurance~~common ~~Corporation~~stock. ~~deposit~~In ~~coverage~~addition, ~~limits~~on toOctober ~~$250~~29,~~000~~ ~~per owner from $100~~2009,~~000~~ ~~per~~the ~~owner.~~Company ~~This~~entered ~~program~~into isa ~~currently~~return ~~available~~to ~~through~~treasury ~~December 31,~~agreement ~~2013. The~~with ~~Company~~a ~~has~~former ~~not~~shareholder, ~~experienced~~whereby ~~any~~the ~~losses~~former inshareholder ~~such~~agreed ~~accounts~~to ~~and~~return ~~believes~~20,000,000 itrestricted iscommon ~~not~~shares ~~exposed~~ to ~~any~~the ~~significant~~company ~~risk~~for oncancellation ~~cash~~effective ~~and~~October ~~cash~~30, ~~equivalents~~2009.

~~The~~See ~~Company~~Note ~~provides~~3 ~~products~~– ~~and~~Share ~~services~~Exchange ~~to a variety of customers worldwide~~Agreement. Concentration of credit risk with respect to revenues and trade receivables is limited due to the geographic and industry dispersion of the Company’s customer base. The Company has not experienced significant credit losses on its customer accounts. A small number of customers has typically accounted for a large percentage of the Company’s annual revenues and trade accounts receivable. Three customers accounted for 23%, 17% and 16%, respectively, of the Company’s revenues for the year ended October 31, 2009. Two customers accounted for 11% and 10%, respectively, of the Company’s revenues for the year ended October 31, 2008. Two customers accounted for 26% and 17%, respectively, of trade accounts receivable as of October 31, 2009. As of October 31, 2008, four customers accounted for 16%, 15%, 12% and 11% of outstanding trade accounts receivable.

~~The Company relied on two and four suppliers, respectively, to provide 76% and 90% of total inventory purchases for the years ended October 31, 2009 and 2008, respectively.~~ F-7

~~Cash~~Going ~~and Cash Equivalent~~Concern

The ~~Company~~accompanying ~~considers~~consolidated ~~all~~financial ~~highly~~statements ~~liquid~~have ~~investments~~been ~~with~~prepared anon ~~original~~a ~~maturity~~going ~~from~~concern ~~the~~basis ~~date~~of accounting, which contemplates continuity of ~~purchase~~operations, realization of 90assets ~~days~~and orliabilities ~~less~~and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to becontinue ~~cash~~as ~~equivalents~~a going concern. ~~Cash~~ The Company has experienced a decline in revenues, and has negative cash ~~equivalents~~flows ~~consist~~from ofoperations, ~~cash~~negative onworking ~~hand~~capital and incapital ~~banks~~deficits, ~~and~~which ~~credit~~raise ~~card~~substantial ~~receivables~~doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion.

~~Accounts~~Ongoing ~~Receivable~~unfavorable economic conditions worldwide have led to a low level of liquidity in many financial markets and extreme volatility in the credit and equity markets available to the Company. The Company has obtained funds from both related and unrelated parties since its inception. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing shareholders and prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core business. The Company has plans to raise up to $5 million by the second quarter of fiscal 2011 through equity and favorable debt financing. Management entered into a share exchange agreement, as described in Note 3, on September 28, 2009 to provide access to the equity markets to raise cash. On November 10, 2009, $1,600,000 of debt was converted into 19,250,000 restricted shares of the Company’s common stock at a conversion price of $0.083117 per share in connection with the Share Exchange Agreement effective September 29, 2009. On February 23, 2010, the remaining $350,000 of the convertible debt was converted into 700,000 shares of common stock at a conversion price of $0.50 per share.

~~Accounts~~From ~~receivable~~November ~~are~~1, ~~recorded~~2009 atto October 31, 2010, the ~~invoice~~Company ~~amount~~has atraised ~~the~~$1,300,000, ~~time~~of which $200,000 was in settlement of ~~sale~~short term borrowings advanced in October 2009, through private equity financing. ~~The~~ ~~Company~~On ~~continually~~August ~~monitors~~20, 2010, the ~~collectability~~Company ofentered ~~its~~into ~~trade~~a ~~receivables~~Convertible ~~based~~Note onAgreement awith ~~combination~~an investor for total proceeds of ~~factors~~$400,000. The Company ~~records~~has ~~specific~~also ~~allowances~~converted ~~for~~a ~~bad~~promissory ~~debts~~note infor ~~selling~~$211,837 ~~general~~from a related party and ~~administrative~~$290,425 ~~expense~~in ~~when~~promissory notes from third party lenders into equity. Also, the Company ~~becomes~~borrowed ~~aware~~additional of$1,512,000 athrough ~~specific~~short ~~customer’s~~term ~~inability~~demand toloan ~~meet~~financing ~~its~~from ~~financial~~both ~~obligation,~~related and ~~all~~unrelated ~~collection~~parties. ~~efforts~~The ~~are~~Company ~~exhausted. As~~entered ofinto ~~October~~debt 31conversion subscription agreements whereby $21,487 ~~2009~~included in accrued expenses and ~~2008~~other current liabilities as of April 30, 2010 was converted into 94,001 common shares on May 26, 2010. Finally, subsequent to year end on December 17, 2010, the ~~allowance~~Company ~~for~~closed ~~doubtful~~a ~~accounts~~private ~~was~~placement ~~$19~~of 8,600,000 ~~and~~shares of common stock at a purchase price of $~~183~~0.10 per share for aggregate proceeds of $860,~~543,~~000. ~~respectively~~See Note 18 – Subsequent Events.

~~Inventories~~In addition, if signs of improvement in the global economy do not progress as expected and the economic slowdown continues or worsens, the Company’s business, financial condition, cash flows and results of operations will be adversely affected. If that happens, the Company’s ability to access the capital or credit markets may worsen and it may not be able to obtain sufficient capital to satisfy or refinance all of its outstanding debt obligations as the obligations are required to be paid. The Company is dependent on the continued financial support of its principal shareholder and convertible debenture investor. If the Company is unable to achieve projected operating results and/or obtain the additional contemplated financing, management will be required to curtail growth plans and reduce development activities. Should the Company not be able to obtain new capital it would have to renegotiate the terms of its existing loan agreements with a vendor and related parties. Subsequent to October 31, 2010, on January 13, 2011 the Company entered into a Debt Settlement and Subscription Agreement with a vendor. Under the terms of the agreement, the Company issued to the vendor 1,500,000 and 2,357,406 shares of common stock of the Company at a deemed price of $0.10 and $0.20 per share, respectively, as full settlement of $150,000 and $471,481, respectively, of the outstanding debt and accrued interest thereon as of January 13, 2011. Effective the closing date of the transaction the Company will record a gain on the early extinguishment of the debt totaling $231,016. The Company will be required to consider strategic and other alternatives, including, among other things, the sale of assets to generate funds, the negotiation of revised terms of its indebtedness, additional exchanges of its existing indebtedness obligations for new securities and additional equity offerings. The Company has retained financial advisors to assist it in considering these strategic, restructuring or other alternatives. There is no assurance that the Company will be successful in completing any of these alternatives. The Company’s failure to satisfy or refinance any of its indebtedness obligations as they come due, including through additional exchanges of new securities for existing indebtedness obligations or additional equity offerings, including through additional exchanges of new securities for existing indebtedness obligations or additional equity offerings, will result in a default and potential acceleration of its remaining indebtedness obligations and will have a material adverse effect on its business and continuance as a going concern.

~~Inventories consist of 3G mobile broadband routers, PC cards, modems and other accessories, and are carried at the lower of average cost, determined on a first~~F-in-first-out (FIFO) basis, or market. The Company reviews inventory for significant average cost variances over market on a quarterly basis. The Company also writes down inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. As of October 31, 2009 and 2008, inventory obsolescence reserve totaled $306,586 and $49,248, respectively.8

~~F-10~~2. SIGNIFICANT ACCOUNTING POLICIES

~~Property~~Principles ~~and~~of ~~Equipment~~Consolidation

~~Property~~The ~~and~~Company’s ~~equipment~~consolidated financial statements are ~~stated~~prepared atusing ~~cost~~accounting principles generally accepted in the United States of America and ~~depreciated~~include ~~using~~the accounts of the ~~straight~~Company, and its wholly-~~line~~owned ~~method~~subsidiary, ~~generally~~Nexaira, ~~over~~Inc., ~~the~~a ~~following~~California ~~periods:~~Corporation. All significant intercompany accounts and transactions have been eliminated.

		Period
	Computer equipment and related	3 years
	Computer software and website development costs	3 years
	Office and lab equipment	5 years
	Furniture and fixtures	5 years
	Leasehold improvements	Based on lease term, or the lesser of the remaining lease term

Foreign Currency

~~Improvements~~The tofunctional ~~leased~~currency ~~property~~of ~~are~~the ~~amortized~~Company’s ~~using~~Canadian operations is the ~~straight-line~~Canadian ~~method~~dollar. ~~over~~Assets ~~the~~and ~~lesser~~liabilities of the ~~remaining~~Company’s ~~term~~Canadian ofoperations ~~the~~are ~~lease~~translated orinto ~~the~~U.S. ~~estimated~~dollars ~~useful~~at ~~lives~~ end-of-period ~~the~~exchange ~~improvements~~rates. ~~Direct~~Revenues ~~external~~ and ~~internal~~expenses ~~costs~~are oftranslated ~~developing~~at ~~software~~average exchange rates in effect for the ~~Company’s~~period. ~~website,~~Net ascurrency ~~well~~exchange asgains ~~accounting~~or ~~software~~losses ~~for~~resulting ~~internal~~from ~~use,~~such translations are ~~capitalized,~~excluded from net income and ~~depreciated~~are ~~when~~accumulated ~~placed~~in ~~into~~a ~~service. Expenditures~~separate ~~for~~component ~~ordinary~~of ~~repairs~~shareholders’ deficit as accumulated other comprehensive loss. Gains and ~~maintenance~~losses resulting from foreign currency, which are ~~expensed~~not assignificant, ~~incurred~~are included in the consolidated statements of operations.

~~Impairment~~Use of ~~Long-Lived Assets~~Estimates

InThe ~~accordance~~preparation ~~with Statement~~ of ~~ASC~~financial ~~360-10-35,~~statements ~~Property,~~in ~~Plant~~conformity ~~and~~with ~~Equipment~~accounting –principles ~~Subsequent~~generally ~~Measurement,~~accepted ~~formerly~~in ~~known as SFAS No. 144,~~ the ~~Company~~United ~~reviews~~States ~~the carrying value~~ of ~~its~~America ~~long-lived~~requires ~~assets,~~management ~~which~~to ~~includes~~make ~~property~~estimates and ~~equipment,~~assumptions ~~and intangible assets (other than goodwill) annually or whenever events or changes in circumstances indicate~~ that affect the ~~historical~~reported ~~cost-carrying~~amounts ~~value~~ of anassets ~~asset~~and ~~may~~liabilities noand ~~longer~~also berequires ~~appropriate.~~disclosure ~~The~~of ~~Company~~contingent ~~assesses~~assets ~~recoverability~~and ofliabilities at the ~~carrying~~date ~~value~~ of the ~~asset~~financial bystatements ~~estimating~~and the ~~future~~reported ~~net~~amounts ~~cash~~of ~~flows~~revenues ~~expected~~and toexpenses ~~result~~during ~~from~~ the ~~asset,~~reporting ~~including eventual disposition~~periods. ~~The~~ ~~estimate~~Actual ofresults ~~cash~~could ~~flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may~~ differ from ~~actual~~those ~~cash~~estimates. ~~flows~~Significant ~~due~~estimates ~~to,~~made ~~among~~by ~~other~~management ~~things,~~include ~~technological~~revenue ~~changes,~~recognition ~~economic conditions~~estimates, ~~changes to~~ the ~~business~~valuation ~~model~~of ordeferred ~~changes~~income intax ~~operating~~assets, ~~performance. If~~ the ~~sum~~valuation of ~~the~~equity ~~undiscounted~~instruments, ~~cash~~allowance ~~flows~~for ~~(excluding~~doubtful ~~interest) is less than the carrying value~~accounts, aninventory ~~impairment loss will be recognized~~obsolescence, ~~measured as~~ the ~~amount by which the carrying value exceeds the~~ fair value of ~~the~~derivative ~~asset. Fair value is determined using available market data~~liability, ~~comparable asset quotes~~ and~~/or~~ ~~discounted~~warrants ~~cash~~issued ~~flow~~in ~~models. Management~~connection ~~conducted~~with ~~an evaluation of long-lived assets and determined no impairments currently exist~~debt.

~~Research~~Revenue ~~and Development Costs~~Recognition

~~Internal~~The ~~costs~~Company’s ~~relating~~revenues tocomprise ~~research~~of ~~and~~the ~~development costs incurred for new software products and enhancements to existing products, other than certain software development costs that qualify for capitalization, are expensed as incurred.~~ following:

~~Software~~distribution ~~Development~~of ~~Costs~~third party mobile wireless broadband, modules and router solution, as well as related accessories;
~~The Company capitalizes software development costs in accordance with ASC 985-20 (SFAS No. 86, Accounting for~~ the ~~Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed). Software development costs consist of labor and overhead costs related to development of the~~ Company’s ~~suite~~proprietary ~~of NexWare™ firmware for the Company’s suite of~~ wireless ~~routers. Software~~router ~~development~~solutions ~~costs~~that are ~~capitalized~~integrated ~~when~~with ~~technological feasibility and marketability of~~ the ~~related product has been established. On June 1, 2008, the~~ Company ~~established technological feasibility upon successful completion and testing of the Company~~’s ~~first~~internally ~~working~~developed ~~router product pilot firmware program. Capitalized~~ software ~~costs~~that ~~will be amortized on a product-by-product basis, three to five years, beginning when the product~~ is ~~available~~essential ~~for general release~~ to ~~customers. As of October 31, 2009 and 2008,~~ the ~~Company~~functionality ~~capitalized $1,043,009 and $315,817, respectively, in connection with software development costs. Interest in the amount~~ of ~~$10,852 and $36,293 was capitalized and included in software development costs for~~ the ~~year~~equipment; ~~ended October 31, 2009~~ and ~~2008, respectively. General release of the Company’s software product is expected to occur at the end of May 2010. Therefore, no amortization expense has been was recorded to date.~~
~~Intangible~~customization ~~Assets~~services, marketing tools, provisioning and airtime activations based on individual customer needs.

~~Intangible~~The ~~assets,~~Company ~~consisting~~recognizes ~~principally~~revenue, net of ~~patents~~sales tax, in accordance with Staff Accounting Bulletin No. 104 (“SAB 104”), when all four basic criteria are met: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and ~~trademarks~~4) collectability is reasonably assured. In addition, the Company does not recognize revenue until all customers’ acceptance criteria have been met. The criteria are ~~accounted~~usually met at the time of product shipment, except for inshipments ~~accordance~~to distributors with ~~ASC~~rights ~~350~~of return.~~30,~~ ~~formerly~~The ~~known~~portion asof ~~SFAS~~revenue Nofrom shipments to distributors subject to rights of return is deferred until the agreed upon percentage of return or cancellation privileges lapse. ~~142~~The Company currently does not resell its internally developed software separately from its proprietary router solution. The Company considered ASC 985-605, ~~Goodwill~~Software ~~and~~Revenue ~~Other~~Recognition, ~~Intangibles~~applied to the revenue recognition of the Company’s newly developed products sold during the year ended October 31, 2010 and 2009. ~~Intangible~~ ~~assets~~The ~~that~~Company ~~have~~does ~~finite~~not ~~lives~~currently sell its proprietary router product and internally developed software separately, and no services are ~~amortized~~provided ~~using~~after the ~~straight-line~~product ~~method~~is ~~over~~shipped. ~~their~~Therefore, ~~estimated~~normal ~~useful~~SAB ~~lives~~104 ofrevenue ~~fifteen~~recognition ~~years~~guidance applies as noted above.

~~F-11~~Computation of Income and Loss per Share

~~Warranty~~The ~~Reserves~~Company computes income and loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

The Company’s wireless router products typically carry a one year warranty. Reserves are established for estimated product warranty costs at the time revenue is recognized. Although the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. The Company calculates a warranty provision using historical data to estimate the percentage of its wireless router products will require repairs or replacements during the warranty period. Management reviews and updates its estimates as actual warranty expenditures change over the product’s life cycle. Should actual product failure rates, use of materials or service delivery costs differ from the Company’s estimates, additional warranty reserves could be required, which could reduce gross margin. F-9

~~The~~Fair ~~following~~Value ~~table summarizes warranty reserve activity, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets, as~~ of ~~October~~Financial ~~31, 2009 and 2008:~~Instruments

	October 31,
	2009			2008
Beginning balance	$	45,000		$	-
Charged to cost of revenues		30,301			45,000
Charges incurred		(68,080	)		-
Ending balance	$	7,221		$	45,000

The Company has adopted and follows ASC 820-10, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820-10 are:

~~Advertising~~ Level ~~Expense~~1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

~~The~~ Level ~~Company~~2 ~~expenses~~— ~~all~~Inputs ~~advertising~~(other ~~costs,~~than ~~which~~quoted ~~are~~market prices included in ~~selling,~~Level ~~general~~1) ~~and~~are ~~administrative~~either indirectly ~~the~~or ~~Consolidated~~indirectly ~~Statements~~observable offor ~~Operations,~~the asasset ~~they~~or ~~are~~liability ~~incurred. Advertising~~through ~~expense~~correlation ~~for~~with ~~the~~market ~~years~~data ~~ended~~at ~~October~~the ~~31,~~measurement ~~2009~~date and ~~2008~~for ~~totaled~~the ~~$48,637~~duration ~~and~~of ~~$12,537,~~the ~~respectively~~instrument’s anticipated life.

~~Income~~ Level ~~Taxes~~3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~The~~As ~~Company~~defined ~~accounts~~by ~~for income taxes under~~ ASC ~~740~~820-10, ~~Income Taxes. Deferred income tax assets and liabilities are recognized based on differences between~~ the ~~financial~~fair ~~statement~~value ~~and tax basis~~ of ~~assets~~a ~~and~~financial ~~liabilities~~instrument ~~using~~is ~~presently~~the ~~enacted~~amount ~~tax~~at ~~rates. At~~which ~~each balance sheet date,~~ the ~~Company~~instrument ~~evaluates~~could ~~the~~be ~~available~~exchanged ~~evidence~~in ~~about~~a ~~future~~current ~~taxable~~transaction ~~income~~between ~~and~~willing parties, other ~~possible~~than ~~sources~~in ofa ~~realization~~forced ofor ~~deferred~~liquidation ~~tax assets~~sale, ~~and~~which ~~records~~was afurther ~~valuation~~clarified ~~allowance~~as ~~that reduces~~ the ~~deferred~~price ~~tax assets to an amount~~ that ~~represents~~would ~~management’s best estimate of the amount of such deferred tax assets that more likely than not will~~ be ~~realized. Deferred~~received ~~tax assets and liabilities are measured using enacted tax rates expected~~ to ~~apply~~sell toan ~~taxable~~asset ~~income~~or inpaid ~~the years in which those temporary differences are expected~~ to betransfer ~~recovered or settled. The effect on deferred tax assets and liabilities of~~ a ~~change~~liability in(“an ~~tax~~exit ~~rates~~price”) ~~is recognized~~ in ~~the~~an ~~statements~~orderly oftransaction ~~operations~~between inmarket ~~the~~participants ~~period~~at ~~that includes~~ the ~~enactment~~measurement date.

InThe ~~fiscal~~reported ~~year~~fair ~~2008,~~values ~~the~~for ~~Company~~financial ~~adopted~~instruments ~~amendments~~that ~~under~~use ~~ASC~~Level ~~740-10-50,~~2 ~~Accounting~~and ~~for~~Level ~~Uncertain~~3 ~~Tax~~inputs ~~Positions,~~to ~~formerly~~determine ~~Financial~~fair ~~Accounting~~value ~~Standards~~are ~~Board~~based ~~Interpretation~~on ~~No.~~a 48variety ~~(“FIN~~of ~~48”)~~factors and assumptions. Accordingly, ~~which~~certain ~~clarify~~fair values may not represent actual values of the ~~accounting~~Company’s ~~for~~financial ~~uncertainty~~instruments inthat ~~tax~~could ~~positions~~have been realized as of October 31, 2010 or that will be recognized in the ~~financial~~future ~~statements~~and do not include expenses that could be incurred in an actual settlement. ~~Under~~The ~~these~~carrying ~~provisions,~~amounts of the Company’s ~~may~~financial ~~recognize~~assets ~~the~~and ~~tax~~liabilities, ~~benefit~~such ~~from~~as ancash ~~uncertain~~and ~~tax~~cash ~~position~~equivalents, ~~only~~prepaids ifand itother iscurrent ~~more~~assets, ~~likely~~and ~~than~~other ~~not~~assets, ~~that~~accounts ~~the~~payable, ~~tax~~accrued ~~position~~expenses, ~~will~~accrued beinterest, ~~sustained~~taxes onpayable, ~~examination~~and byother ~~the~~current ~~taxing~~liabilities, ~~authorities~~approximate ~~based~~their onfair values because of the ~~technical~~short ~~merits~~maturity of ~~the~~these ~~position~~instruments. The ~~tax~~Company’s ~~benefits~~notes ~~recognized~~payable into ~~the~~shareholders, ~~financial~~long-term ~~statements~~debt, ~~from~~and ~~such~~convertible adebenture ~~position~~approximates ~~would~~the befair ~~measured~~value of such instrument based onupon ~~the~~management’s ~~largest~~best ~~benefit~~estimate of interest rates that ~~has~~would abe ~~greater~~available ~~than~~to ~~50%~~the ~~likelihood~~Company offor ~~being~~similar ~~realized~~financial ~~upon~~arrangements ~~ultimate~~at ~~settlement.~~October ~~The~~31, ~~related~~2010 ~~amendments~~and ~~also~~2009. ~~provide~~The ~~guidance~~Company’s onderivative ~~measurement,~~liability ~~classification,~~measured ~~interest~~at ~~and~~fair ~~penalties~~value ~~associated~~on ~~with~~a ~~tax~~recurring ~~positions,~~basis ~~and~~was ~~income~~determined ~~tax~~using ~~disclosures.~~the following inputs:

The Company is subject to taxation in the U.S., Canada, and various state jurisdictions. The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If, based on new facts that arise within a period, management ultimately determines that the payment of these liabilities will be unnecessary, the liability will be reversed and the Company will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

Fair Value Measurements at October 31, 2010

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Embedded derivative liability

154,615

~~The~~On ~~application~~August of20, ~~tax~~2010, ~~laws~~the ~~and~~Company ~~regulations~~entered isinto ~~subject~~a toconvertible ~~legal~~note ~~and~~agreement ~~factual~~for ~~interpretation,~~which ~~judgment~~it ~~and~~was ~~uncertainty.~~determined ~~Tax laws and regulations themselves are subject~~ to ~~change~~contain asan aembedded ~~result~~derivative. ofSee ~~changes~~Note in10 ~~fiscal~~– ~~policy,~~Convertible ~~changes~~Note inPayable. ~~legislation,~~Using the ~~evolution~~Monte ofCarlo ~~regulations~~Valuation ~~and court rulings. Therefore~~Model, the ~~actual~~fair ~~liability~~value ~~for~~of ~~U.S.,~~the ~~Canadian~~embedded ~~taxes,~~derivative orwas ~~the~~determined ~~various~~to ~~state~~be ~~jurisdictions~~$121,249. ~~may~~The ~~be materially different from management~~Company’s ~~estimates,~~stock ~~which~~price ~~could~~on ~~result~~August in20, ~~the~~2010 ~~need~~was to$0.33, ~~record~~risk-free ~~additional~~discount ~~tax~~rate ~~liabilities~~of or3.38% ~~potentially~~and ~~reverse~~volatility ~~previously~~of ~~recorded~~140% ~~tax~~was ~~liabilities.~~used ~~Interest~~to ~~and~~obtain ~~penalties~~fair ~~are~~value ~~included~~as inof ~~tax~~August ~~expense~~20, 2010.

F-1210

~~Stock~~As of October 31, 2010, the Company’s stock price was $0.14, risk-~~based~~free ~~Compensation~~discount rate of 3.64% and volatility of 140% was used to obtain fair value of $154,615, resulting in the change in fair value of $33,366 recorded as other expense in the Company’s Consolidated Statements of Operations for the year-ended October 31, 2010.

~~The~~A ~~Company~~reconciliation ~~accounts for stock-based compensation in accordance with the provisions~~ of ~~ASC 718, Stock Compensation formerly known as SFAS No. 123R, which establishes~~ the ~~accounting~~Company’s ~~for~~liabilities ~~share-based~~measured ~~awards~~at ~~and the inclusion of their~~ fair value inon ~~net~~a ~~earnings~~recurring inbasis ~~the respective periods the awards were earned. Consistent with the provisions of ASC 718, the Company estimates the fair value of stock options and shares issued under its employee stock purchase plan~~ using ~~the~~significant ~~Black-Scholes~~unobservable ~~option-pricing~~inputs ~~model. Fair value is estimated on the date of grant and is then recognized~~ (~~net~~Level ~~of estimated forfeitures~~3) is as ~~expense in the Consolidated Statement of Operations over the requisite service period (generally the vesting period).~~ follows:

ASC 718 requires companies to estimate the fair value of stock-based compensation on the date of grant using an option-pricing model. The Company uses the Black-Scholes model to value stock-based compensation. The Black-Scholes model determines the fair value of stock-based payment awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by the Company is determined in accordance with ASC 718 and Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, (“SAB 107”) as amended by SAB No. 110, using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.


	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	Embedded Derivative Liability
	October 31,
	2010		2009

Balance beginning of period	$	-	$	-
Embedded derivative in connection with convertible debt		121,249		-
Total unrealized loss included in earnings		33,366		-
Balance end of period	$	154,615	$	-

~~The~~Concentration ~~fair value~~ of ~~the~~Credit ~~options granted is estimated using the Black-Scholes option-pricing model assumptions listed in the following table:~~Risk

	Dividend yield	0%
	Expected volatility	50% - 60%
	Risk free interest rate	1.31% - 2.89%
	Expected lives	3 years
	Expected forfeitures	10% - 33%

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, trade accounts receivable, revenue and suppliers.

~~Compensation~~The ~~Amortization~~Company’s ~~Period~~cash and cash equivalents are placed at financial institutions, which at times, may exceed federally insured limits. ~~All~~ ~~stock-based~~Generally, ~~compensation~~these isdeposits ~~amortized~~may ~~over~~be redeemed upon demand and, therefore, bear minimal risk. Effective October 3, 2008, the ~~requisite~~Emergency ~~service~~Economic ~~period~~Stabilization Act of 2008 raised the ~~awards~~Federal Deposit Insurance Corporation deposit coverage limits to $250,000 ~~which~~per isowner ~~generally~~from ~~the~~$100,000 ~~same~~per asowner. ~~the~~This ~~vesting~~program ~~period~~is ofcurrently ~~the~~available ~~awards~~through December 31, 2013. The Company ~~amortizes~~has ~~the~~not ~~fair~~experienced ~~value~~any onlosses ain ~~straight-line~~such ~~basis~~accounts ~~over~~and ~~the~~believes ~~expected~~it ~~service~~is ~~period,~~not ~~less~~exposed ~~estimated~~to ~~forfeitures.~~any significant risk on cash and cash equivalents.

~~Expected~~The ~~Life~~Company provides products and services to a variety of customers worldwide. Concentration of credit risk with respect to revenues and trade receivables is limited due to the geographic and industry dispersion of the Company’s customer base. The ~~expected~~Company ~~life~~has not experienced significant credit losses on its customer accounts. A small number of ~~stock~~customers ~~options~~has ~~granted~~typically ~~represents~~accounted for a large percentage of the ~~expected~~Company’s ~~weighted~~annual ~~average~~revenues ~~period~~and trade accounts receivable. Two customers accounted for 28% and 10%, respectively, of ~~time~~the ~~from~~Company’s revenues for the ~~date~~year ofended ~~grant~~October to31, 2010. Three customers accounted for 23%, 17% and 16%, respectively, of the ~~estimated~~Company’s ~~date~~revenues ~~that~~for the ~~stock~~year ~~option~~ended ~~would~~October be31, ~~fully~~2009. ~~exercised~~Three customers accounted for 55%, 17% and 12%, respectively, of trade accounts receivable as of October 31, 2010. As of October 31, 2009, two customers accounted for 26% and 17% of outstanding trade accounts receivable

~~Expected~~The ~~Volatility. Expected~~Company ~~volatility~~relied ison athree ~~measure~~supplies ofto ~~the~~provide ~~amount~~42%, by22% ~~which~~and ~~the~~12% ~~stock~~of ~~price~~total isinventory ~~expected~~purchases tofor ~~fluctuate.~~the ~~Due~~year toended ~~limited~~October ~~volatility history~~31, ~~the~~2010. ~~Company~~For ~~estimates~~ the ~~expected~~year ~~volatility~~ended ofOctober ~~its~~31, ~~stock~~2009, ~~options~~two atsuppliers ~~their~~provided ~~grant~~76% ~~date~~and by90% ~~equally weighting the historical volatility~~ of ~~four~~total ~~similar~~inventory ~~public companies~~purchases.

~~Risk-Free~~Cash ~~Interest~~and ~~Rate. The~~Cash ~~risk-free interest rate is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected life.~~ Equivalent

~~Expected Dividends.~~ The Company ~~has~~considers ~~never~~all ~~paid~~highly ~~any~~liquid ~~cash~~investments ~~dividends~~with onan ~~its~~original ~~common~~maturity ~~stock~~from ~~and~~the ~~does~~date ~~not~~of ~~anticipate~~purchase ~~paying~~of ~~any~~90 ~~cash~~days ~~dividends~~or inless ~~the~~to ~~foreseeable~~be ~~future~~cash equivalents. ~~Consequently,~~Cash ~~the~~and ~~Company~~cash ~~uses~~equivalents anconsist ~~expected~~of ~~dividend~~cash ~~yield~~on ofhand ~~zero~~and ~~percent~~ in ~~valuation~~banks, ~~models.~~and credit card receivables.

~~Expected~~Accounts Forfeitures. As stock-based compensation expense is based on awards that are ultimately expected to vest, it should be reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures rates were based upon the average of expected forfeitures data using the Company’s current demographics and standard probabilities of employee turnover and the annual forfeiture rate based on the Company’s historical forfeiture rates.Receivable

~~F-13~~Accounts receivable are recorded at the invoice amount at the time of sale. The Company continually monitors the collectability of its trade receivables based on a combination of factors. The Company records specific allowances for bad debts in selling, general and administrative expense when the Company becomes aware of a specific customer’s inability to meet its financial obligation, and all collection efforts are exhausted. As of October 31, 2010 and 2009, the allowance for doubtful accounts was $665 and $19,000, respectively.

The Company retained an independent valuation firm to analyze its valuation methodology of the fair market value used in determining compensation expense under ASC 718. The independent valuation firm supported management’s assumptions that the fair market value of the Company’s common stock was reasonable.F-11

The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2012 related to unvested share-based payment awards at October 31, 2009 is $10,385. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 2.5 years. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. The Company modified the exercise price of these outstanding options in March 2009. The additional incremental expense related to the modification was expensed over the remaining term. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional equity awards or assumes unvested equity awards in connection with acquisitions.Inventories

~~Segments~~Inventories consist of 3G/4G mobile broadband routers, PC cards, modems and other accessories, and are carried at the lower of average cost, determined on a ~~Business~~first-in-first-out ~~Enterprise~~(FIFO) basis, or market. The Company reviews inventory for significant average cost variances over market on a quarterly basis. The Company also writes down inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. As of October 31, 2010 and 2009, inventory obsolescence reserve totaled $179,753 and $306,586, respectively.

~~The~~Property ~~Company currently operates in one reportable operating segment. ASC 250, formerly SFAS No. 131, Disclosures about Segments of an Enterprise~~ and Related Information, establishes standards for the way public business enterprises report information about operating segments in annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 250 also establishes standards for related disclosures about products and services, geographic areas and major customers. Although the Company had two operating segments at October 31, 2009, under aggregation criteria set forth in ASC 250, the Company operates in only one reportable operating segment. Equipment

~~Under~~Property ~~ASC~~and ~~250,~~equipment ~~two~~are orstated ~~more~~at ~~operating~~cost ~~segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective~~ and ~~basic~~depreciated ~~principles~~using ~~of ASC 250, if~~ the ~~segments~~straight-line ~~have similar economic characteristics~~method, ~~and~~generally ifover the ~~segments are similar in each of the~~ following ~~areas~~periods:

- the nature of products and services; - the nature of the production processes; - the type or class of customer for their products and services; and - the methods used to distribute their products or provide their services.


		Period
	Computer equipment and related	3 years
	Computer software and website development costs	3 years
	Office and lab equipment	5 years
	Furniture and fixtures	5 years
	Leasehold improvements	Based on lease term, or the lesser of the remaining lease term

~~Because~~Improvements ~~the~~to ~~Company~~leased ~~meets~~property ~~each~~are ofamortized using the ~~criteria~~straight-line ~~set~~method ~~forth~~over inthe ~~ASC~~lesser ~~250~~of ~~and~~ the ~~two~~remaining ~~operating~~term ~~segments as~~ of ~~October~~the ~~31,~~lease ~~2009~~or ~~share~~the ~~similar~~estimated ~~economic~~useful ~~characteristics,~~lives of the ~~Company~~improvements. ~~aggregates~~Direct ~~its~~external ~~results~~and ofinternal ~~operations~~costs ~~into~~of ~~one~~developing ~~reportable~~software ~~operating~~for ~~segment. The~~the Company’s ~~revenues~~website, as well as accounting software for internal use, are ~~derived~~capitalized, ~~from~~and ~~geographic~~depreciated ~~locations~~when ~~primarily~~placed ~~located~~into inservice. ~~the~~Expenditures ~~United~~for ~~States~~ordinary repairs and ~~Canada~~maintenance are expensed as incurred.

~~Recent~~Impairment ~~Accounting~~of ~~Pronouncements~~Long-Lived Assets

In ~~September~~accordance ~~2009,~~with ~~Financial~~Statement ~~Accounting~~of ~~Standards~~ASC ~~Board~~360-10-35, ~~(“FASB”)~~Property, ~~issued~~Plant ~~ASC~~and ~~605-25~~Equipment – Subsequent Measurement, ~~Revenue~~the ~~Recognition~~Company -reviews ~~Multiple-Deliverable~~the ~~Revenue~~carrying ~~Arrangement~~value of its long-lived assets, ~~formerly~~which ~~Emerging~~includes ~~Issues~~property ~~Task~~and ~~Force~~equipment, and intangible assets (~~EITF~~other than goodwill) 00annually or whenever events or changes in circumstances indicate that the historical cost-21carrying value of an asset may no longer be appropriate. ~~This~~ ~~guidance~~The ~~addresses~~Company ~~how~~assesses torecoverability ~~separate~~of ~~deliverables~~the ~~and~~carrying ~~how~~value toof ~~measure~~the ~~and~~asset ~~allocate~~by ~~consideration~~estimating the future net cash flows expected to ~~one~~result orfrom ~~more~~the ~~units~~asset, ofincluding ~~accounting~~eventual disposition. ~~Specifically,~~The ~~the~~estimate ~~guidance~~of ~~requires~~cash ~~that~~flows ~~consideration~~is bebased ~~allocated~~upon, among ~~multiple~~other ~~deliverables~~things, ~~based~~certain onassumptions ~~relative~~about ~~selling~~expected ~~prices.~~future ~~The~~operating ~~guidance~~performance, ~~establishes~~growth arates ~~selling~~and ~~price~~other ~~hierarchy~~factors. Estimates of ~~(1) vendor-specific~~undiscounted ~~objective~~cash ~~evidence~~flows may differ from actual cash flows due to, ~~(2) third-party~~among ~~evidence~~other ~~and~~things, ~~(3) estimated~~technological ~~selling~~changes, ~~price~~economic conditions, changes to the business model or changes in operating performance. ~~This~~If ~~guidance~~the issum ~~effective~~of ~~for~~the ~~annual~~undiscounted ~~periods~~cash ~~beginning~~flows ~~after~~(excluding ~~December 15~~interest) is less than the carrying value, ~~2009~~an ~~but~~impairment ~~may~~loss will be ~~early~~recognized, ~~adopted~~measured as ofthe amount by which the ~~beginning~~carrying ofvalue anexceeds ~~annual~~the ~~period~~fair value of the asset. ~~The~~Fair ~~Company~~value is ~~currently~~determined ~~evaluating~~using ~~the~~available ~~effect~~market ~~that~~data, ~~this~~comparable ~~guidance~~asset ~~will~~quotes ~~have~~and/or ondiscounted ~~its~~cash ~~consolidated~~flow ~~financial~~models. ~~position~~Management ~~and~~conducted ~~results~~an evaluation of ~~operations.~~long-lived assets and determined no impairments currently exist.

InResearch ~~June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification~~ and ~~the~~Development Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162, now referred to as ASC 105-10, Generally Accepted Accounting Principles. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.Costs

~~F-14~~Internal costs relating to research and development costs incurred for new software products and enhancements to existing products, other than certain software development costs that qualify for capitalization, are expensed as incurred.

InSoftware ~~June~~Development 2009, the FASB issued SFAS No. 165, later codified in ASC 855-10, Subsequent Events. ASC 855-10 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855-10 did not have a material effect on the Company’s consolidated financial statements.Costs

InThe ~~April~~Company ~~2009~~capitalizes software development costs in accordance with ASC 985-20, ~~the~~Costs ~~FASB~~of ~~issued~~Computer ~~FASB~~Software ~~Staff~~to ~~Position~~Be NoSold, Leased, or Otherwise Marketed. ~~107-1~~ Software development costs consist of labor and ~~APB~~overhead ~~Opinion~~costs Norelated to development of the Company’s suite of NexWare™ firmware for the Company’s suite of wireless routers. ~~28-1~~ ~~(FSP 107-1~~Software development costs are capitalized when technological feasibility and ~~APB 28-~~marketability of the related product has been established. On June 1), ~~later~~2008, ~~codified~~the inCompany ~~ASC~~established ~~825~~technological feasibility upon successful completion and testing of the Company’s first working router product pilot firmware program. Capitalized software costs are amortized on a product-10by-~~65-1~~product basis over five years, ~~Interim~~beginning ~~Disclosures~~when ~~about~~the ~~Fair~~product ~~Value~~is ofavailable ~~Financial~~for ~~Instruments~~general release to customers. ~~FSP 107-1~~During As of October 31, 2010 and ~~APB 28-~~2009, the Company capitalized $3,350 and $1,043,009, ~~require~~respectively, ~~fair~~in ~~value~~connection ~~disclosures~~with software development costs. Interest in ~~both~~the ~~interim~~amount of $10,852 aswas ~~well~~capitalized asand ~~annual~~included in software development costs for the year ended October 31, ~~financial~~2009. ~~statements~~No interest was included in ~~order~~software todevelopment ~~provide~~costs ~~more~~for ~~timely~~the ~~information~~year ~~about~~ended October 31, 2010. During the ~~effects~~year ofended ~~current~~October ~~market~~31, ~~conditions~~2010, onthe ~~financial~~Company ~~instruments.~~introduced ~~FSP~~its ~~107-1~~initial and ~~APB 28-1~~second ~~became~~generation ~~effective~~versions of its Consumer and Business Class brand of wireless routing solutions for ~~the~~retail ~~Company~~sale, and began amortization of these two product classes over 5 years. Total amortization expense included in cost of sales was $128,942 for the ~~quarter~~year ended ~~July~~October 31, ~~2009~~2010. As of October 31, ~~and~~2010, ~~their~~software ~~adoption~~development ~~did~~costs ~~not~~in ~~have~~the aamount ~~material~~of ~~impact~~$917,417 onare capitalized, which includes $109,374 related to the ~~Company's~~development ~~consolidated~~of ~~financial~~NexWare™ ~~statements~~Enterprise Pro products expected to be released in the first quarter 2011. Accordingly, amortization has not begun on this product to date.

~~In June 2008, the EITF ratified EITF Issue No. 07~~F-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock, now referred to as ASC 815-40-15. ASC 815-40-15 provides guidance in assessing whether derivative instruments meet the criteria in paragraph 11(a) of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, now referred to as ASC 815, for being considered indexed to an entity’s own common stock. ASC 815-40-15 is effective for fiscal years beginning after December 15, 2008. We have completed our evaluation of the impact of ASC 815-40-15 and believe the impact was immaterial based on the nature of our derivative and hedging activities. 12

~~In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of~~ Intangible Assets, now referred to as FASB ASC 350-30-65-1. It amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Intangible Assets, now referred to as ASC 350. ASC 350-30-65-1 is effective for fiscal years beginning after December 15, 2008 and may not be adopted early. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.

InIntangible ~~March 2008~~assets, ~~the~~consisting ~~FASB~~principally ~~issued~~of ~~SFAS~~patents ~~No. 161, Disclosures about Derivative Instruments~~ and ~~Hedging Activities – an amendment to FASB Statement No. 133~~trademarks, ~~now~~are ~~referred~~accounted tofor asin ~~ASC~~accordance ~~815.~~with ASC 815 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position350-30, ~~financial~~Goodwill ~~performance,~~ and ~~cash~~Other ~~flows~~Intangibles. ~~Entities~~Intangible ~~are~~assets ~~required~~that tohave ~~provide~~finite ~~enhanced~~lives ~~disclosures~~are ~~about:~~amortized ~~(a)~~using ~~how~~the ~~and~~straight-line ~~why~~method anover ~~entity~~their ~~uses~~estimated ~~derivative~~useful ~~instruments;~~lives ~~(b)~~of ~~how~~fifteen ~~derivative instruments and related hedged items are accounted for under SFAS No~~years. ~~133~~As ~~and~~of ~~its~~October ~~related~~31, ~~interpretations;~~2010 and ~~(c)~~2009, ~~how~~intangible ~~derivative~~assets ~~instruments~~capitalized ~~and~~totaled ~~related hedged items affect an entity’s financial position~~$122,005 ~~financial~~and ~~performance~~$85,722, ~~and cash flows~~respectively. ~~ASC~~ ~~815~~For isthe ~~effective~~year-ended ~~for~~October ~~financial~~31, ~~statements~~2010 ~~issued~~and ~~for fiscal years beginning after November 15~~2009, ~~2008,~~amortization ~~with~~expense ~~early~~related ~~adoption~~to ~~encouraged.~~these ~~The~~intangible ~~adoption~~assets ~~of this statement~~ is ~~not~~$21,389 ~~expected~~and to$0, ~~have a material effect on the Company's consolidated financial statements~~respectively.

InDerivative ~~December~~Financial 2007, the FASB issued SFAS No.141R, Business Combinations, now referred to as ASC 805. ASC 805 establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements, unless the Company enters into a material business combination transaction. The Company believes that the adoption of ASC 805 would have an impact on the accounting for any future acquisition, if one were to occur.Instruments

InThe ~~December~~Company ~~2007,~~accounts ~~the~~for ~~FASB~~derivative ~~issued~~instruments ~~SFAS No. 160, Noncontrolling Interests~~ in ~~Consolidated~~accordance ~~Financial~~with ~~Statements~~the –provisions ~~an amendment~~ of ~~ARB~~ASC ~~No. 51~~815-10, ~~now~~Derivatives ~~referred~~Hedging, toand asits ~~ASC~~related ~~810~~literature. ASC ~~810~~815-10 establishes accounting and reporting standards for ~~the~~derivative ~~noncontrolling~~instruments, ~~interest~~including incertain aderivative ~~subsidiary~~instruments ~~and~~embedded ~~for~~in ~~the~~other ~~deconsolidation~~contracts ofand ~~a subsidiary. The guidance will become effective~~ for ~~the~~hedging ~~fiscal year beginning after December 15, 2008~~activities. ~~The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.~~

FThe Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815-1510 to be accounted for separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating results.

3.Warranty Reserves

~~SHARE~~The ~~EXCHANGE~~Company’s ~~AGREEMENT~~wireless router products typically carry a one year warranty. Reserves are established for estimated product warranty costs at the time revenue is recognized. Although the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. The Company calculates a warranty provision using historical data to estimate the percentage of its wireless router products will require repairs or replacements during the warranty period. Management reviews and updates its estimates as actual warranty expenditures change over the product’s life cycle. Should actual product failure rates, use of materials or service delivery costs differ from the Company’s estimates, additional warranty reserves could be required, which could reduce gross margin.

On September 28, 2009, the shareholders of Nexaira entered into a Share Exchange Agreement with Technology Publishing, Inc. (“TPI”), a Company publicly traded on the Over-the-Counter Bulletin Board (OTCBB) and its wholly-owned subsidiary, Westside Publishing Ltd, a private Canadian based company under common control, whereby the Company merged with and into TPI, with the Company remaining as the surviving corporation. The ~~merger~~following ~~transaction contained~~table ~~several~~summarizes ~~elements~~warranty ~~that~~reserve ~~were contemplated to be completed within seven business days from September 29~~activity, ~~2009. The~~which ~~series~~is ~~of transactions~~ included 1)in ~~the~~accrued ~~purchase~~expenses ~~of Westside Publishing Ltd. by the former president~~ and aother ~~shareholder~~current ofliabilities ~~TPI for the return of 40,800,000 shares of common stock; 2) the return of 20,000,000 shares of TPI stock~~ in ~~exchange for indemnification to a former director for his actions as an officer and director of TPI; and 3)~~ the ~~mandatory~~Consolidated ~~conversion~~Balance ~~of Nexaira’s $1~~Sheets,~~600,000~~ ~~convertible debt, that was assumed by TPI, into 19,250,000 shares of common stock. (See Note 16 – Subsequent Event). The Company determined there were no amounts to record~~ as ~~a liability for the indemnification provided to the former director because~~ of ~~the~~October ~~limited operations. Because the acquisition was predicated on these transactions it was accounted for as one combined event. For financial statement reporting purposes~~31, ~~the~~2010 ~~merger was treated as a recapitalization with the Company deemed the accounting acquirer~~ and TPI deemed the accounting acquiree under the purchase method of accounting in accordance with ASC 805-10-40, Business Combinations – Reverse Acquisitions. The reverse merger is deemed a capital transaction and the net assets of the Company (the accounting acquirer) are carried forward to TPI (the legal acquirer and the reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of TPI and the assets and liabilities of the Company which are recorded at historical cost. The equity of TPI is the historical equity of the Company retroactively restated to reflect the number of shares issued by TPI in the transaction. 2009:

Effective September 29, 2009, the closing date of the transaction:


	October 31,
	2010			2009

Beginning balance	$	7,221		$	45,000
Charged to cost of revenues		43,918			30,301
Charges incurred		(24,202	)		(68,080	)
Ending balance	$	26,937		$	7,221

~~(i)~~F-13

~~TPI~~Advertising acquired all of the issued and outstanding common shares of the Company from its shareholders in consideration of 15,489,262 common shares of TPI on the basis of 1.75 shares for every one share of the Company’s common stock; Expense

~~(ii)~~The Company expenses all advertising costs, which are included in selling, general and administrative in the Consolidated Statements of Operations, as they are incurred. Advertising expense for the years ended October 31, 2010 and 2009 totaled $72,077 and $48,637, respectively.

~~TPI~~Income acquired all of the outstanding warrants of the Company from 0793296 B.C. Ltd and 885084 Alberta Inc. in consideration of the granting of 1,575,000 warrants on the basis of 1.75 warrant for every one Nexaira warrant previously issued, with each of the warrants entitling the holder to purchase one share of the common stock; Taxes

~~(iii)~~The Company accounts for income taxes under ASC 740-10, Income Taxes. Deferred income tax assets and liabilities are recognized based on differences between the financial statement and tax basis of assets and liabilities using presently enacted tax rates. At each balance sheet date, the Company evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets, and records a valuation allowance that reduces the deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that more likely than not will be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

~~TPI~~In ~~acquired~~fiscal ~~all~~year of2009, the ~~outstanding~~Company ~~options~~adopted ofamendments ~~the~~under ~~Company~~ASC in740-10-50, ~~consideration~~Accounting for ~~granting~~Uncertain 9Tax Positions,~~529,034~~ ~~options~~formerly ofFinancial ~~TPI~~Accounting Standards Board Interpretation No. 48 (“FIN 48”), onwhich clarify the ~~basis~~accounting offor ~~1.75~~uncertainty ~~options~~in ~~for~~tax ~~every~~positions ~~one~~recognized ~~option~~in ofthe financial statements. Under these provisions, the Company, ~~with~~may ~~each~~recognize ~~options~~the ~~entitling~~tax benefit from an uncertain tax position only if it is more likely than not that the ~~holder~~tax toposition ~~purchase~~will ~~one~~be ~~share~~sustained ofon examination by the ~~common~~taxing ~~stock~~authorities based on the technical merits of the ~~Company;~~position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The related amendments also provide guidance on measurement, classification, interest and penalties associated with tax positions, and income tax disclosures.

~~(iv)~~The Company is subject to taxation in the U.S., Canada, and various state jurisdictions. The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If, based on new facts that arise within a period, management ultimately determines that the payment of these liabilities will be unnecessary, the liability will be reversed and the Company will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, the Company records additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

~~Pursuant~~The toapplication ~~the~~of ~~terms~~tax oflaws anand ~~assumption~~regulations ~~agreement~~is subject to legal and factual interpretation, ~~TPI~~judgment ~~assumed~~and ~~debt~~uncertainty. inTax ~~the~~laws ~~amount~~and regulations themselves are subject to change as a result of $1changes in fiscal policy,~~600,000~~ ~~owed~~changes byin legislation, the ~~Company~~evolution toof ~~0793296~~regulations Band court rulings.C. ~~Ltd~~Therefore, ~~being~~the aactual ~~portion~~liability offor aU.S., ~~convertible~~Canadian ~~debenture~~taxes, inor the ~~principal~~various ~~amount~~state ofjurisdictions, $1may be materially different from management’s estimates,~~950,000~~ ~~owed~~which bycould result in the ~~Company~~need to ~~0793296~~record ~~B.C.~~additional ~~Ltd~~tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.

~~Effective~~Stock-based October 26, 2009 the merger was completed with TPI, a Nevada corporation which was incorporated solely to effect a change in TPI’s name from “Technology Publishing, Inc. to “Nexaira Wireless, Inc.”. The name change became effective with the OTCBB at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”. Compensation

InThe ~~connection~~Company accounts for stock-based compensation in accordance with the ~~closing~~provisions of ~~the~~ASC ~~Share~~718, ~~Exchange~~Stock ~~Agreement~~Compensation, which establishes the ~~officers~~accounting for share-based awards and the inclusion of ~~TPI~~their ~~resigned,~~fair value in net earnings in the respective periods the awards were earned. Consistent with the provisions of ASC 718, the Company’s ~~officers~~estimates the fair value of stock options and ~~directors~~shares ~~duly~~issued ~~appointed~~under its employee stock purchase plan using the Black-Scholes option-pricing model. Fair value is estimated on the date of grant and is then recognized (net of estimated forfeitures) as expense in the Consolidated Statement of Operations over the requisite service period (generally the vesting period).

~~Effective~~ASC ~~October~~718 ~~29,~~requires ~~2009,~~companies to estimate the ~~Company~~fair ~~entered~~value ~~into~~of astock-based ~~Share~~compensation ~~Purchase~~on ~~Agreement~~the ~~with~~date ~~TPI’s~~of ~~former~~grant ~~officer~~using ~~and~~an ~~director,~~option-pricing ~~whereby~~model. ~~the~~The Company ~~divested~~uses ~~Westside~~the ~~Publishing~~Black-Scholes ~~Ltd~~model to value stock-based compensation. asThe ~~consideration~~Black-Scholes ~~for~~model determines the ~~cancellation~~fair value of ~~40.8~~stock-based ~~million~~payment ~~shares~~awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s ~~restricted~~expected ~~common~~stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. In ~~addition,~~Option-pricing onmodels ~~October~~were ~~29,~~developed ~~2009,~~for use in estimating the ~~Company~~value ~~entered~~of ~~into~~traded aoptions ~~return~~that tohave ~~treasury~~no ~~agreement~~vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by the Company is determined in accordance with aASC ~~former~~718 ~~shareholder~~and Staff Accounting Bulletin (“SAB”) No. 107, ~~whereby~~Share-Based ~~the~~Payment, ~~former~~(“SAB ~~shareholder~~107”) ~~agreed~~as toamended ~~return~~by 20SAB No. 110,~~000~~ using an option-pricing model,~~000~~ ~~restricted~~that ~~common~~value ~~shares~~may tonot be indicative of the ~~company~~fair ~~for~~value ~~cancellation~~observed ~~effective~~in ~~October~~a ~~30,~~willing ~~2009~~buyer/willing seller market transaction.

F-1614

4.The fair value of the options granted is estimated using the Black-Scholes option-pricing model assumptions as of the date of the grants are listed in the following table:

SUPPLEMENTAL BALANCE SHEET INFORMATION


	Dividend yield	0%
	Expected volatility	50% - 79.13%
	Risk free interest rate	0.81% - 2.89%
	Expected lives	2 - 3 years
	Expected forfeitures	10% - 33%

~~Inventories~~Compensation Amortization Period. All stock-based compensation is amortized over the requisite service period of the awards, which is generally the same as the vesting period of the awards. The Company amortizes the fair value on a straight-line basis over the expected service period, less estimated forfeitures.

~~Inventories~~Expected ~~consist~~Life. The expected life of stock options granted represents the ~~following:~~expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised.

	October 31,
	2009			2008
Broadband cards	$	183,112		$	648,768
Modules		398,101			367,313
Routers		302,469			428,898
Routers held by distributors		28,057			-
Accessories and branding collateral		65,929			49,734
		977,668			1,494,713
Less allowance for obsolescence		(306,586	)		(49,248	)
	$	671,082		$	1,445,465

Expected Volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Due to limited volatility history, the Company estimates the expected volatility of its stock options at their grant date by equally weighting the historical volatility of four similar public companies.

~~Property~~Risk-Free ~~and~~Interest ~~equipment~~Rate. The risk-free interest rate is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected life.

~~Property~~Expected Dividends. The Company has never paid any cash dividends on its common stock and ~~equipment~~does ~~consist~~not ofanticipate paying any cash dividends in the ~~following:~~foreseeable future. Consequently, the Company uses an expected dividend yield of zero percent in valuation models.

	October 31,
	2009			2008
Computer equipment and related	$	199,804		$	156,143
Computer software and website development costs		119,093			119,093
Office and lab equipment		42,411			27,665
Furniture and fixtures		26,800			38,492
Leasehold improvements		17,947			15,468
		406,055			356,861
Less accumulated depreciation and amortization		(179,966	)		(66,270	)
	$	226,089		$	290,591

Expected Forfeitures. As stock-based compensation expense is based on awards that are ultimately expected to vest, it should be reduced for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures rates were based upon the average of expected forfeitures data using the Company’s current demographics and standard probabilities of employee turnover and the annual forfeiture rate based on the Company’s historical forfeiture rates. The Company determined the change in estimated forfeitures based on activity during the year-ended October 31, 2010 is immaterial to the consolidated financial statements as of October 31, 2010.

~~Depreciation~~The ~~expense~~Company ~~for~~retained an independent valuation firm to analyze its valuation methodology of the ~~years~~fair ~~ended~~market ~~October~~value ~~31,~~used ~~2009~~in ~~and~~determining ~~2008~~compensation ~~totaled~~expense ~~$118,619~~under ~~and~~ASC ~~$49,132,~~718. ~~respectively~~The independent valuation firm supported management’s assumptions that the fair market value of the Company’s common stock was reasonable.

~~Accrued~~The ~~expenses~~amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2012 related to unvested share-based payment awards at October 31, 2010 is $188,782. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 1.5 years. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. In March 2009, the Company modified the exercise price of outstanding options granted in 2007. The additional incremental expense related to the modification was expensed over the remaining term. Future stock-based compensation expense and ~~other~~unearned ~~current~~stock-based ~~liabilities~~compensation will increase to the extent that the Company grants additional equity awards or assumes unvested equity awards in connection with acquisitions.

~~Accrued~~Segments ~~expenses and other current liabilities consist~~ of ~~the~~a ~~following:~~Business Enterprise

	October 31,
	2009		2008
Payroll and related	$	174,922	$	150,226
Deferred consulting fees		179,025		-
Interest payable		168,460		12,005
Other		277,562		138,523
	$	799,969	$	300,754

The Company currently operates in one reportable operating segment. ASC 250, Disclosures about Segments of an Enterprise and Related Information, establishes standards for the way public business enterprises report information about operating segments in annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 250 also establishes standards for related disclosures about products and services, geographic areas and major customers. Although the Company had two operating segments at October 31, 2010, under aggregation criteria set forth in ASC 250, the Company operates in only one reportable operating segment.

5.F-15

~~SUPPLEMENTAL~~Under ~~CASH~~ASC ~~FLOW~~250, ~~INFORMATION~~two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of ASC 250, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

	For the Year Ended October 31,
	2009		2008
Cash paid for interest	$	149,765	$	119,627
Cash paid for income taxes	$	1,100	$	142,388


	-	the nature of products and services;
	-	the nature of the production processes;
	-	the type or class of customer for their products and services; and
	-	the methods used to distribute their products or provide their services.

~~F-17~~Because the Company meets each of the criteria set forth in ASC 250 and the two operating segments as of October 31, 2010 and 2009 share similar economic characteristics, the Company aggregates its results of operations into one reportable operating segment. The Company’s revenues are derived from geographic locations primarily located in the United States and Canada.

Non-cash financing and investing activities:
Accounts payable transferred to notes payable to vendor (See Note 8)	$	938,296	$	-
Accounts payable transfer to notes payable to vendor in connection with Amended and Restated Workout Agreement (See Note 8)	$	357,000	$	-
Issuance of warrants in connection with notes payable to vendor	$	39,375	$	-
Transfer of Bridge Credit Facility to Convertible Debenture in connection with Loan Amending Agreement #3 (See Note 7)	$	500,000	$	-
Repricing of stock options in connection with amendment of convertible debenture	$	25,806	$	-
Issuance of warrants in connection with working capital loans from related parties	$	12,000	$	-
Cancellation of common shares in connection with sale of Westside Publishing, Ltd.	$	40,800	$	-
Return and cancelation of common shares by former officer and director of Technology Publishing, Inc.	$	20,000	$	-
Conversion of convertible debenture into common stock	$	-	$	1,000,000
Accounts receivable, property and equipment, and prepaids transferred to shareholders in conjunction with repayment of shareholder loans	$	-	$	125,027
Issuance of stock options in connection with amendment of convertible debenture	$	-	$	28,000

Recent Accounting Pronouncements

6In July 2010, the FASB issued ASU No. 2010-20, Receivables - Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This standard requires companies to improve their disclosures about the credit quality of their financing receivables and the credit reserves held against them. The guidance covers trade accounts receivables, financing receivables, loans, loan syndications, factoring arrangements, and standby letters of credit. The Company will adopt the provisions of this update in fiscal year 2011. Management is currently assessing the potential impact that the adoption of this new authoritative guidance could have on the Company’s financial statements.

~~NET~~In ~~LOSS~~January ~~PER~~2010, ~~SHARE~~the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends ASC 820, Fair Value Measurements to require a number of additional disclosures regarding fair value measurements. This guidance requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The guidance became effective for the Company with the reporting period beginning April 1, 2010, except for the Level 3 reconciliation disclosures that are effective for interim and annual periods beginning after December 15, 2010. Adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

~~Basic~~In ~~earnings~~October ~~per~~2009, ~~share~~the FASB issued ASU No. 2009-14, Software (Topic 985) Certain Arrangements That Contain Software Elements – a consensus of the FASB Emerging Issues Task Force (“~~EPS~~ASU 2009-14”). ~~exclude~~ASU ~~dilution~~2009-14 ~~and~~amends isthe ~~computed~~scope byof ~~dividing~~software ~~net~~revenue ~~income~~guidance orin ~~loss~~FASB byASC ~~the~~Subtopic ~~weight~~985-~~average~~605, ~~number~~Software-Revenue ofRecognition, ~~common~~to ~~shares~~exclude ~~outstanding~~tangible ~~for~~products containing software and non-software components that function together to deliver the ~~period~~product’s essential functionality and ASU No. ~~Diluted~~2009-13, ~~EPS~~Revenue ~~reflects~~Recognition (Topic 605) Multiple-Deliverable Revenue Arrangements — a consensus of the ~~potential~~FASB ~~dilution~~EITF ~~that~~(“ASU ~~could~~2009-13”). ~~occur~~ASU if2009-13 ~~securities~~eliminates orthe ~~other~~residual ~~contracts~~method toof ~~issue~~allocation ~~common~~and ~~stock~~requires ~~were~~the ~~exercised~~relative orselling ~~converted~~price ~~into~~method ~~common~~when ~~stock~~allocating deliverables of a multiple-deliverable revenue arrangement. ~~Potentially~~ASU ~~dilutive~~2009-13 ~~securities,~~specifies ~~which~~the ~~currently~~best ~~comprise~~estimate of ~~options~~a selling price is consistent with that used to determine the price to sell the deliverable on a standalone basis. ASU 2009-14 and ~~convertible~~ASU ~~debenture,~~2009-13 are ~~excluded~~effective ~~from~~prospectively ~~the~~for ~~diluted~~revenue ~~EPS~~arrangements ~~computation~~entered into or materially modified in ~~loss~~fiscal ~~periods~~years beginning on or after June 15, 2010, and ~~when~~must ~~their~~be ~~exercise~~adopted ~~price~~in the same period using the same transition method. If adoption is ~~greater~~elected in a period other than the ~~market~~beginning ~~price~~of asa ~~their~~fiscal ~~effect~~year, ~~would~~the amendments in these standards must be ~~anti-dilutive~~applied retrospectively to the beginning of the fiscal year. Full retrospective application of these amendments to prior fiscal years is optional. Companies may elect early adoption of these standards. The Company does not believe the adoption of ASU 2009-14 and ASU 2009-13 will have a material impact on its consolidated results of operations and financial condition.

~~A reconciliation of weighted~~F-~~average basic shares outstanding to weighted-average diluted shares outstanding follows:~~ 16

	For the Year Ended October 31,
	2009	2008
Basic weighted average common shares outstanding	21,928,056	13,256,157
Effect of dilutive securities:
Convertible debenture	-	-
Stock options	-	-
Diluted weighted average common and potential common shares outstanding	21,928,056	13,256,157


3.	SHARE EXCHANGE AGREEMENT

AsOn September 28, 2009, the shareholders of ~~October~~Nexaira 31entered into a Share Exchange Agreement with Technology Publishing, ~~2009~~Inc. (“TPI”), ~~shares~~a ~~reserved~~Company ~~for~~publicly traded on the ~~convertible~~Over-the-Counter ~~debenture~~Bulletin Board (OTCBB) and its wholly-owned subsidiary, ~~warrants~~Westside Publishing Ltd, a private Canadian based company under common control, whereby the Company merged with and ~~options~~into TPI, with the Company remaining as the surviving corporation. The merger transaction contained several elements that were contemplated to be completed within seven business days from September 29, 2009. The series of transactions included 1) the purchase ~~common~~of ~~stock~~Westside ~~totaled~~Publishing ~~approximately~~Ltd. 21by the former president and a shareholder of TPI for the return of 40,~~254~~800,~~034,~~000 shares of common stock; 2) the return of 20,~~012~~000,~~500~~000 shares of TPI stock in exchange for indemnification to a former director for his actions as an officer and 8director of TPI; and 3) the mandatory conversion of Nexaira’s $1,~~400~~600,000 convertible debt, ~~respectively~~that was assumed by TPI, into 19,250,000 shares of common stock.. ~~These~~The Company determined there were ~~excluded~~no ~~from~~amounts to record as a liability for the ~~calculation~~indemnification provided to the former director because of ~~diluted~~the ~~earnings~~limited ~~per~~operations. ~~share~~Because asthe ~~their~~acquisition ~~effect~~was predicated on these transactions it was ~~anti-dilutive~~accounted for as one combined event. As ofFor ~~October~~financial ~~31,~~statement ~~2008~~reporting purposes, ~~shares~~the ~~reserved~~merger ~~for~~was treated as a recapitalization with the ~~convertible~~Company ~~debenture~~deemed the accounting acquirer and ~~options~~TPI todeemed the accounting acquiree under the purchase ~~common~~method ~~stock~~of ~~totaled~~accounting ~~approximately~~in 6accordance with ASC 805-10-40,~~533,333~~ Business Combinations – Reverse Acquisitions. The reverse merger is deemed a capital transaction and ~~6,457,500,~~the ~~respectively,~~net assets of the Company (the accounting acquirer) are carried forward to TPI (the legal acquirer and ~~were~~the ~~excluded~~reporting entity) at their carrying value before the combination. The acquisition process utilizes the capital structure of TPI and the assets and liabilities of the Company which are recorded at historical cost. The equity of TPI is the historical equity of the Company retroactively restated to reflect the number of shares issued by TPI in the transaction.

~~F-18~~Effective September 29, 2009, the closing date of the transaction:

7(i) TPI acquired all of the issued and outstanding common shares of the Company from its shareholders in consideration of 15,489,262 common shares of TPI on the basis of 1.75 shares for every one share of the Company’s common stock; (ii) TPI acquired all of the outstanding warrants of the Company from 0793296 B.C. Ltd and 885084 Alberta Inc. in consideration of the granting of 1,575,000 warrants on the basis of 1.75 warrant for every one Nexaira warrant previously issued, with each of the warrants entitling the holder to purchase one share of the common stock; (iii) TPI acquired all of the outstanding options of the Company in consideration for granting 9,529,034 options of TPI, on the basis of 1.75 options for every one option of the Company, with each options entitling the holder to purchase one share of the common stock of the Company; and (iv) Pursuant to the terms of an assumption agreement, TPI assumed debt in the amount of $1,600,000 owed by the Company to 0793296 B.C. Ltd, being a portion of a convertible debenture in the principal amount of $1,950,000 owed by the Company to 0793296 B.C. Ltd.

~~BRIDGE~~Effective ~~CREDIT~~October ~~FACILITY~~26, ~~AND~~2009 ~~CONVERTIBLE~~the ~~DEBENTURE~~merger was completed with TPI, a Nevada corporation which was incorporated solely to effect a change in TPI’s name from “Technology Publishing, Inc. to “Nexaira Wireless, Inc.”. The name change became effective with the OTCBB at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”.

OnIn ~~June~~connection ~~19, 2007, the Company entered into a Convertible Loan Agreement~~ with ~~0793296 B.C. Ltd, a related party (~~the ~~“Lender”),~~closing ~~for total borrowings~~ of ~~up to $3,000,000, of which $1,000,000 was advanced under~~ the ~~terms~~Share ofExchange ~~the agreement on June 19~~Agreement, ~~2007. The convertible loan bears interest at 12% per annum, and matured one year from~~ the ~~date~~officers of ~~the~~TPI ~~initial advance~~resigned, ~~and~~with ~~any subsequent advances thereon. The Lender had~~ the ~~option to convert all or part of the principal amounts advanced into one share for every $0.80 of the outstanding principal, for total up to 2,187,500 shares of the~~ Company’s ~~common~~officers ~~stock.~~and ~~The~~directors ~~convertible~~duly ~~loan is secured by principally all of the Company’s assets, including the Company’s 100% ownership interest in its U~~appointed.~~S. subsidiary.~~

OnEffective ~~February~~October 2829, ~~2008~~2009, the Company entered into ~~Loan~~a ~~Amending~~Share Purchase Agreement ~~(“Amendment~~with ~~1”)~~TPI’s ~~revising~~former ~~the~~officer ~~conversion~~and ~~price~~director, ofwhereby the ~~principal~~Company ~~amounts~~divested ~~advanced~~Westside ~~under~~Publishing ~~the~~Ltd. ~~Convertible~~as ~~Loan~~consideration ~~Agreement~~for ~~into~~the ~~one~~cancellation ~~share~~of ~~for~~40.8 ~~every~~million ~~$0.31~~shares of the ~~outstanding~~Company’s ~~principal,~~restricted ~~for~~common ~~total~~stock. upIn ~~to 5~~addition,~~645,162~~ ~~shares.~~on ~~Under~~October ~~Amendment~~29, 12009, the ~~Lender~~Company ~~also~~entered ~~advanced~~into ana ~~additional~~return ~~$500,000~~to ontreasury ~~March~~agreement 5,with ~~2008. The~~a ~~additional~~former ~~advance is subject to 12% interest~~shareholder, ~~and~~whereby ~~is convertible upon~~ the ~~election~~former ofshareholder ~~the~~agreed ~~Lender~~to ~~into~~return ~~one~~20,000,000 ~~share~~restricted ~~for~~common ~~every~~shares ~~$0.50~~to of the ~~outstanding~~company ~~principal~~for ~~balance~~cancellation ~~and~~effective ~~accrued~~October ~~interest~~30, ~~thereon~~2009.

OnAs ~~March~~of 19October 31, ~~2008~~2009, ~~the~~$32,192 ~~Lender~~was ~~converted~~outstanding to a former shareholder and director of Technology Publishing Ltd. related to short-term advance to the ~~original~~Company. ~~$1,000,000~~As ~~advanced~~of ~~into~~October 531,~~645~~ 2010,~~162~~ ~~shares~~$41,801 ofoutstanding ~~common~~to ~~stock~~the offormer shareholder and director was settled as additional paid-in capital as all final liabilities were resolved in connection with the Share Exchange Agreement entered into by the Company in September 2009. See Note 13 – Shareholders’ Deficit.

On July 3, 2008, the Company entered into a second Loan Amending Agreement (“Amendment 2”) to provide for a Bridge Credit Facility (“Credit Facility”) for maximum amount available of $500,000. The credit facility bears interest of 12% per annum, and is secured by accounts receivable. The facility was utilized to purchase inventory. Amendment 2 also revised the conversion price of the additional principal advanced and any advances under the Credit Facility, and any accrued interest thereon, at the option of the Lender from one share for every $0.50, as revised in Amendment 1, to $0.45. The Lender advanced $250,000 on July 11, 2008 and September 8, 2008, respectively, for total borrowings outstanding under the Credit Facility of $500,000 as of October 31, 2008.F-17

~~Under Amendment 2, the Company also granted the Lender an option to purchase up to 400,000 shares of common stock at the exercise price of $0~~4.50 ~~per~~SUPPLEMENTAL ~~share.~~BALANCE ~~The~~SHEET ~~option expires in two years from the date of Amendment 2. The Company recognized the fair value of the options granted to the Lender under the Black-Scholes model totaling $28,000 as debt discount.~~ INFORMATION

On November 7, 2008, the Company entered into a Loan Amending Agreement (“Agreement 3”) converting the Bridge Credit Facility totaling $500,000 into a subsequent advance under the terms of the Convertible Loan Agreement. The Lender is entitled to convert principal and accrued interest thereon into one share of common stock for every $0.31. In addition, under Amendment 3, the Company cancelled the stock option agreement issued under Amendment 2 on July 3, 2008. The Company issued a new stock option agreement to purchase up to 1,129,034 shares of common stock at the exercise price of $0.31. The Company recognized the fair value of the cancelation and reissuance of the options granted to the Lender under the Black-Scholes model totaling $25,806 as debt discount.


*Inventories*

Inventories consist of the following:
	October 31,
	2010		2009

Broadband cards	$	14,390	$	183,112
Modules		35,740		398,101
Routers		214,984		302,469
Routers held by distributors		-		28,057
Accessories and branding collateral		77,164		65,929
		342,278		977,668
Less allowance for obsolescence		(179,753)		(306,586)
	$	162,525	$	671,082

OnProperty ~~November 24, 2008~~ and January 26, 2009 the Company borrowed an additional $150,000 and $200,000 under the Convertible Debenture Agreement, for total borrowings of $1,350,000 (the “Pre-March Advances”). On March 27, 2009, the Company borrowed an additional $600,000 (the “March Advance”) under the Convertible Debenture agreement. equipment

OnProperty ~~June 29, 2009, the Company entered into a Loan Amending Agreement (“Agreement 4”) to revise the conversion price of the outstanding principal~~ and ~~accrued~~equipment ~~interest~~consist ~~thereon into one share~~ of ~~common stock for every $0.20 for~~ the Pre-March advances. Amendment 4 provides for conversion of the March advance into one share of common stock for every $0.10. Amendment 4 further revises the expiration date of the Lender’s right to convert outstanding principal into shares of the Company’s company stock conversion date to June 30, 2010. following:

In consideration of the Lender entering into Amendment 4, the Company granted the Lender warrants to purchase up to 875,000 shares of the Company’s common stock at a purchase price of $0.10 per share for period of two years from the issuance date of the warrants. The Company determined debt discount in connection with the warrants granted to the Lender was immaterial under the Black-Scholes model.


	October 31,
	2010		2009

	$
Computer equipment and related		201,906	$	199,804
Computer software and website development costs		119,093		119,093
Office and lab equipment		46,438		42,411
Furniture and fixtures		25,793		26,800
Leasehold improvements		17,947		17,947
Product tooling and moulds		87,816		-
		498,993		406,055
Less accumulated depreciation and amortization		(293,394)		(179,966)
	$	205,599	$	226,089

~~Total~~Depreciation ~~outstanding~~expense ~~under~~for the ~~convertible~~years ~~debenture~~ended ~~as of~~ October 31, 2010 and 2009 istotaled $1118,~~950,000.~~334 ~~The~~and ~~entire~~$118,619, ~~debt~~respectively. Accrued ~~discount~~expenses ~~related~~and toother ~~this~~current ~~convertible~~liabilities Accrued ~~debenture~~expenses ~~has~~and ~~been~~other ~~amortized~~current toliabilities ~~interest~~consist ~~expense. As~~ of ~~October 31, 2008 total outstanding under~~ the ~~convertible debenture agreement is $481,183, net of debt discount of $18,817.~~following:

F-19


	October 31,
	2010		2009

Payroll and related	$	453,625	$	174,922
Deferred consulting fees		562,769		179,025
Interest payable		195,796		168,460
Other		353,564		277,562
	$	1,565,754	$	799,969

Management performed an analysis of the convertible debt and the significant transaction dates above in connection with the stock options, and determined the convertible debt did not contain a beneficial conversion feature, as originally issued or amended, and that the fair value of the stock options granted are not material to the consolidated financial statements. F-18

~~Subsequent to year-end on November 10, 2009 the Lender converted $1,600,000 into 19,250,000 restricted shares of the Company’s common stock at a conversion price of $0~~5.~~083117~~ ~~per~~SUPPLEMENTAL ~~share~~CASH inFLOW connection with the Share Exchange Agreement entered into with Technology Publishing, Inc. effective September 29, 2009. The Conversion price was determined based on the average conversion price of the Amendment 4 revision price of every $0.20 for the Pre-March advances and $0.10 conversion price for the March advance, or $0.15, and 11,000,000 shares based on total debt of $1,600,000 converted. Under the Share Exchange Agreement with TPI all shareholders, optionees and warrant and debt holders received 1.75 for 1 ratio for total shares of 19,500,000. After the conversion of debt $350,000 remains outstanding under the convertible debenture agreement. See Note 16 - Subsequent Events.INFORMATION

In March 2006 the Company issued 10% Convertible Debentures to various lenders (the “Con Deb Lenders”) for total proceeds of $150,000. The debentures matured on June 15, 2007. Under the terms of the Convertible Debenture agreements, the Con Deb Lenders converted the debentures into 250,000 shares of the Company’s common stock at a conversion price equal to $0.60 per share. On March 19, 2008 the Board of Directors re-priced the shares to a conversion price equal to $0.40 per share and issued 218,746 additional shares to the various Con Deb Lenders.


	For the Year Ended October 31,
	2010		2009

Cash paid for interest	$	81,037	$	149,765
Cash paid for income taxes	$	1,945	$	1,100

Non-cash financing and investing activities:

Conversion of convertible debenture into common stock	$	1,950,000	$	-
Conversion of promissory notes payable to related parties into common stock	$	211,837	$	-
Conversion of promissory notes payable to third parties into common stock	$	290,425	$	-
Issuance of common stock in connection with settlement of short-term borrowing advanced for subscription agreement	$	200,000	$	-
Issuance of common stock in connection with consulting agreements	$	80,000	$	-
Issuance of common stock in connection with settlement of accounts payable (See Note 13)	$	21,485	$	-
Issuance of warrants in connection with convertible note payable	$	49,458	$	-
Embedded derivative liability	$	154,615	$	-
Accounts payable transferred to notes payable to vendor (See Note 9)	$	-	$	938,296
Accounts payable transfer to notes payable to vendor in connection with Amended and Restated Workout Agreement (See Note 9)	$	-	$	357,000
Issuance of warrants in connection with notes payable to vendor	$	-	$	39,375
Transfer of Bridge Credit Facility to Convertible Debenture in connection with Loan Amending Agreement #3 (See Note 7)	$	-	$	500,000
Repricing of stock options in connection with amendment of convertible debenture	$	-	$	25,806
Issuance of warrants in connection with working capital loans from related parties	$	-	$	12,000
Cancellation of common shares in connection with sale of Westside Publishing, Ltd.	$	-	$	40,800
Return and cancelation of common shares by former officer and director of Technology Publishing, Inc.	$	-	$	20,000

86. NET LOSS PER SHARE

~~NOTE~~Basic ~~PAYABLE~~earnings TOper ~~VENDOR~~share (“EPS”) excludes dilution and is computed by dividing net income or loss by the weight-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive securities, which currently comprise of options and convertible debenture, are excluded from the diluted EPS computation in loss periods and when their exercise price is greater than the market price as their effect would be anti-dilutive.

On March 10, 2009 the Company entered into a Memorandum of Workout Agreement and Secured Promissory Note Agreement (the “Note Agreement”) with a key supplier (the “Supplier”). Under the terms of the Note Agreement the Company converted $938,296 of accounts payable due to the Supplier into a shortF-term note payable. The Secured Promissory Note Agreement (the “Note Agreement”) called for four consecutive monthly payments of $200,000 payable beginning March 31, 2009, with final payment of $138,296 payable on July 31, 2009. The Note Agreement bears interest of 10% per annum, payable monthly in arrears. The interest increases to 12% per annum in event of default. The Memorandum of Workout Agreement also established new credit line terms for inventory purchases for up to $500,000. The Note Agreement is secured by the Company’s entire inventory acquired from the Supplier prior to and after the date of the Note Agreement. The Note Agreement is subordinated to the Convertible Debenture due 0793296 B.C. Ltd. Payments under the Note Agreement totaled $300,000 through September 30, 2009, with $638,296 outstanding under the Note Agreement. As of September 30, 2009, $357,000 was outstanding under the credit line. 19

OnA ~~September~~reconciliation 30, 2009, the Company entered into an Amended and Restated Workout Agreement and Amended and Restated Secured Promissory Note Agreement (the “Amended Note Agreement”) with the Supplier for total principal due of ~~$935,296,~~weighted-average ~~which~~basic ~~comprises~~shares ~~of $638,296~~ outstanding ~~under~~to ~~the~~weighted-average ~~original~~diluted ~~Note~~shares ~~Agreement~~outstanding and $357,000 due under the credit line, less the first payment due of $60,000. Payments of $60,000 are due at the end of each month until the Amended Note Agreement matures on March 31, 2011, or the Company prepays the balance due, whichever occurs first. follows:

In connection with the Amended Note Agreement the Company issued warrants to purchase up to 1,312,500 shares of the Company’s common stock at exercise price of $0.20 per share. The warrants expire September 30, 2011 and provide for rights in event of change in ownership. The Company recorded the fair value of the warrants as determined by the Black-Scholes model of $39,375 as debt discount. As of October 31, 2009 total outstanding under the Note Agreement is $865,453, net of debt discount of $36,192.


	For the Year Ended October 31,
	2010	2009

Basic weighted average common shares outstanding	57,935,827	21,928,056

Effect of dilutive securities	-	-
Convertible debenture	-	-
Stock options	-	-

Diluted weighted average common and potential common shares outstanding	57,935,827	21,928,056

9As of October 31, 2010, shares reserved for conversion of the convertible debenture, and the exercise of warrants to purchase common stock totaled 0 and 6,950,356, respectively. 1,129,034 shares are reserved for issuance upon the exercise of stock options granted to a lender and 15,000,000 shares are reserved for issuance upon the exercise of options granted under the Company’s Stock Option Plan, of which 10,106,250 are outstanding. 116,670 shares are reserved in connection with a consulting agreement entered into on March 22, 2010, and 1,000,000 shares are reserved for the convertible note payable agreement entered into on August 20, 2010. These were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive. On December 17, 2010, the Company closed a private placement of 8,600,000 shares of common stock and issued 1,400,000 warrants in connection a placement fee and for ongoing investment banking and other financial advisory services. On January 13, 2011, the Company entered into a Debt Settlement and Subscription Agreement with a vendor for issuance of 1,500,000 and 2,357,406 shares of common stock to the vendor. See Note 18 – Subsequent Events. The effect of the issuance of these transactions were not included in calculation of basic and diluted loss per share at October 31, 2010, which would be approximately ($0.07) per share. As of October 31, 2009, shares reserved for the convertible debenture, warrants and options to purchase common stock totaled approximately 21,254,034, 2,012,500 and 8,400,000, respectively, and were excluded.

~~NOTE~~7. ~~PAYABLE~~BRIDGE TOCREDIT ~~BANK~~FACILITY AND CONVERTIBLE DEBENTURE

InOn ~~March~~June ~~2006~~19, 2007, the Company entered into a ~~term~~Convertible ~~loan~~Loan ~~agreement~~Agreement with ~~Business~~0793296 ~~Development~~B.C. ~~Bank~~Ltd, ofa ~~Canada~~related party (the “~~BDC~~Lender”), for total borrowings of up to $~~233~~3,000 ~~($250~~,000, ~~Canadian~~of ~~dollars).~~which ~~The~~$1,000,000 ~~loan~~was ~~matures~~advanced inunder ~~July~~the ~~2012,~~terms ~~calls~~of ~~for~~the ~~monthly~~agreement ~~principal~~on ~~payments~~June ~~of $2~~19,~~600~~ ~~($2,780~~2007. ~~Canadian~~The ~~dollars)~~convertible ~~and~~loan bears interest at ~~the Bank’s Floating Base Rate plus 3~~12% per annum, ~~(7.25%~~ and 9%matured atone ~~October~~year ~~31,~~from ~~2009~~the ~~and~~date ~~2008,~~of ~~respectively).~~the ~~Two~~initial ~~former~~advance, ~~officers~~and ofany ~~the~~subsequent ~~Company,~~advances ~~whom~~thereon. ~~are~~The ~~currently~~Lender ~~serving~~had on the ~~board~~option ofto ~~directors,~~convert ~~provided~~all aor ~~personal~~part ~~guarantee~~ of the ~~outstanding~~principal ~~loan~~amounts ~~amount.~~advanced ~~This~~into ~~personal~~one ~~guarantee~~share ~~was~~for ~~lowered~~every to$0.80 ~~25%~~ of the ~~total~~outstanding ~~loan amount effective May 7~~principal, ~~2007. The term loan agreement contains various covenants including requirements~~ for ~~the~~total ~~Company~~up to ~~meet certain financial ratios~~2,187,500 shares of ~~which~~ the Company’s iscommon ~~not~~stock. inThe ~~compliance~~convertible ~~with~~loan asis ofsecured ~~October~~by ~~31,~~principally ~~2009. Therefore,~~all ~~the entire balance outstanding~~ of ~~$84,972~~the asCompany’s ~~of October 31~~assets, ~~2009~~including isthe ~~shown~~Company’s as100% ~~current~~ownership ~~liability~~interest in ~~the~~its ~~consolidated~~U.S. ~~financial statements~~subsidiary.

~~F-20~~On February 28, 2008, the Company entered into Loan Amending Agreement (“Amendment 1”) revising the conversion price of the principal amounts advanced under the Convertible Loan Agreement into one share for every $0.31 of the outstanding principal, for total up to 5,645,162 shares. Under Amendment 1, the Lender also advanced an additional $500,000 on March 5, 2008. The additional advance is subject to 12% interest, and is convertible upon the election of the Lender into one share for every $0.50 of the outstanding principal balance and accrued interest thereon.

~~Annual~~On ~~future~~March ~~minimum~~19, ~~payments~~2008, ~~under~~ the ~~Company’s~~Lender ~~long-term~~converted ~~debt~~the ~~agreement~~original ~~with~~$1,000,000 ~~BDC~~advanced asinto ~~of October 31~~5,645,162 ~~2009~~shares ~~(U.S.~~of ~~dollars)~~common ~~are~~stock asof ~~follows:~~the Company.

2010	$	30,721
2011		30,721
2012		23,530
	$	84,972

~~10.~~F-20

~~WORKING~~Under ~~CAPITAL~~Amendment ~~LOANS~~2, ~~FROM~~the ~~RELATED~~Company ~~PARTIES~~also granted the Lender an option to purchase up to 400,000 shares of common stock at the exercise price of $0.50 per share. The option expires in two years from the date of Amendment 2. The Company recognized the fair value of the options granted to the Lender under the Black-Scholes model totaling $28,000 as debt discount.

AsOn ofNovember ~~October 31~~7, ~~2009~~2008, the Company entered into a Loan Amending Agreement (“Agreement 3”) converting the Bridge Credit Facility totaling $~~681~~500,~~349,~~000 ~~which~~into isa ~~net~~subsequent advance under the terms of ~~debt~~the ~~discount~~Convertible Loan Agreement. The Lender is entitled to convert principal and accrued interest thereon into one share of common stock for every $60.31. In addition,~~046~~ under Amendment 3, isthe ~~outstanding~~Company cancelled the stock option agreement issued under Amendment 2 on July 3, 2008. The Company issued a new stock option agreement to purchase up to 1,129,034 shares of common stock at the ~~working~~exercise ~~capital~~price ~~loans~~of ~~from~~$0.31. ~~related~~The ~~parties~~options expired on November 7, ~~for~~2010. ~~total~~The ~~proceeds~~Company inrecognized the ~~amount~~fair value of the cancelation and reissuance of the options granted to the Lender under the Black-Scholes model totaling $~~687~~25,~~395~~806 ~~which~~as isdebt ~~comprised~~discount. On December 17, 2010, the Company extended the expiration date of the ~~following:~~option to December 17, 2012. See Note 18 – Subsequent Events.

On November 24, 2008 and January 26, 2009 the Company borrowed an additional $150,000 and $200,000 under the Convertible Debenture Agreement, for total borrowings of $1,350,000 (the “Pre-March Advances”). On March 27, 2009, the Company borrowed an additional $600,000 (the “March Advance”) under the Convertible Debenture agreement.

On ~~July~~June 929, 2009, ~~0793296~~the ~~B.C.~~Company ~~Ltd.~~entered ~~advanced~~into a Loan Amending Agreement (“Agreement 4”) to revise the conversion price of the outstanding principal and accrued interest thereon into one share of common stock for every $~~50,000~~0.20 for ~~short~~the Pre-~~term~~March ~~working~~advances. ~~capital~~Amendment ~~needs.~~4 ~~The~~provides ~~loan~~for ~~bears~~conversion ~~interest~~of atthe ~~12%~~March ~~per~~advance ~~annum~~into ~~and~~one isshare ~~payable~~of ~~quarterly~~common ~~commencing~~stock ~~October~~for 1,every ~~2009~~$0. ~~Interest~~10. ~~increases~~Amendment to4 ~~15%~~further ~~per~~revises ~~annum~~the ~~after~~expiration ~~October~~date ~~31,~~of ~~2009~~the ~~until~~Lender’s right to convert outstanding principal into shares of the ~~loan~~Company’s iscompany ~~repaid~~stock conversion date to June 30, 2010.

InManagement ~~October,~~performed ~~2009~~an ~~0793296~~analysis ~~B.C. Ltd advanced $275,000 for short-term working capital needs under promissory note agreements,~~ of ~~which~~the ~~$200,000~~convertible isdebt toand bethe ~~applied~~significant totransaction adates ~~form~~above ~~of subscription agreement~~ in connection with the ~~Company’s~~stock ~~private~~options, ~~placement~~and ~~offering~~determined ~~subsequent~~the toconvertible ~~October~~debt ~~31,~~did ~~2009. The~~not ~~notes~~contain ~~bear~~a ~~interest~~beneficial atconversion ~~18%~~feature, ~~per~~as ~~annum~~originally ~~and~~issued ~~are~~or ~~payable~~amended, ~~quarterly~~and ~~commencing~~that ~~January~~the ~~2010.~~fair ~~Total~~value ~~interest~~of ~~payable~~the instock ~~connection~~options ~~with~~granted ~~the~~are ~~advances~~not asmaterial ofto ~~October~~the ~~31,~~consolidated ~~2009~~financial ~~is $4,167~~statements.

On November 10, 2009, $1,600,000 in convertible debt held by various lenders was converted into 19,250,000 restricted shares of the Company’s common stock at a conversion price of $0.083117 per share in connection with the Share Exchange Agreement effective September 29, 2009. The Conversion price was determined based on the average conversion price of the Amendment 4 revision price of every $0.20 for the Pre-March advances and $0.10 conversion price for the March advance, or $0.15, and 11,000,000 shares based on total debt of $1,600,000 converted.

On ~~August~~February 2723, ~~2009~~2010, ~~the~~a ~~Board~~lender ofconverted ~~Directors approved~~ the ~~borrowing~~remaining $350,000 of ~~funds~~convertible ~~through~~debt ainto ~~factoring~~700,000 ~~company~~units ~~(the~~at ~~“Factoring Co~~$0.”)50 ~~for~~per ~~working capital needs~~unit. ~~The~~Each ~~proceeds~~unit ~~are~~is ~~funded~~comprised byof ~~0840386~~one ~~B.C.~~common ~~Ltd.~~share and~~/or~~ ~~its~~one ~~nominees~~common ~~0793296~~share ~~B.C.~~purchase ~~Ltd, and 0885084 Alberta Inc~~warrant., aEach ~~company~~non-transferable ~~related~~warrant toentitles the ~~Company’s~~holder ~~Chief~~to ~~Executive~~purchase ~~Officer,~~one ~~Chief~~additional ~~Financial~~share ~~Officer,~~of ~~and~~common ~~other~~stock ~~third party investors. The funds advanced under the terms~~ of the ~~factoring~~Company ~~agreement~~at ~~bear~~ a ~~factoring~~price ~~fee~~ of 2%$1.00 per ~~month. The~~share ~~Company~~until ~~has~~February ~~received three advances for total of $362~~23,~~395~~ ~~under the agreement, which remain outstanding as of October 31, 2009~~2012. ~~Total~~The ~~interest~~units ~~payable~~were ~~related~~issued pursuant to ~~the~~a ~~borrowings~~debt asconversion ofagreement ~~October~~dated ~~31,~~February ~~2009 is $20~~23,~~157~~ 2010.

~~The~~As ~~Company~~of ~~issued~~October ~~warrants~~31, ~~to the Factoring Co. to purchase up to 700~~2010,~~000~~ ~~shares~~accrued ofinterest ~~the~~payable ~~Company’s~~outstanding ~~common~~in ~~stock~~connection ~~for~~with ~~eighteen months from~~ the ~~date~~convertible ofdebentures ~~investment~~totals at $~~0.20~~98,861 ~~per~~and ~~share. The~~included ~~Company~~in ~~recorded~~accrued ~~the~~expenses ~~fair~~and ~~value~~other ofcurrent ~~the~~liabilities ~~warrants under the Black-Scholes model~~ as ~~debt~~interest ~~discount totaling $12,000~~payable. ~~Accretion of the debt discount totaled $5,955 as of October 31, 2009.~~

On8. ~~January 6, 2010, the Company closed a non~~SHORT-~~brokered~~TERM ~~private~~PROMISSORY ~~placement~~NOTES of 1,754,524 units at $0.50 per unit pursuant to private placement subscription and debt conversion agreements settling $375,000 and $502,262, respectively, in connection with the advances and borrowings, and interest payable thereon. See Note 14 – Subsequent Events.PAYABLE

11The Company entered into short-term promissory note agreements with unrelated parties for total of $1,150,000 during the year ended October 31, 2010 for working capital purposes. The promissory note agreements are due on demand and bear interest at 12% per annum. On May 2, 2010, the Company repaid $200,000, plus accrued interest of $6,181, to two lenders in connection with short-term promissory note agreements entered into with unrelated parties for working capital purposes. As of October 31, 2010, total amount outstanding under the short-term promissory note agreements is$950,000. Accrued interest payable outstanding in connection with the promissory note agreements total $36,790 and is included in accrued expenses and other current liabilities as interest payable.

~~SHAREHOLDERS’ EQUITY~~F-21

~~The~~9. ~~following~~NOTE ~~table~~PAYABLE ~~summarizes~~TO the total shares reserved and available as of October 31, 2009 in connection with the Bridge Credit Facility and Convertible Debenture Agreements as discussed in Note 7 of the Notes to Consolidated Financial Statements: VENDOR

		Shares
		Reserved
	Convertible debenture	19,250,000
	Stock option issued to the Lender	1,129,034
	Warrants issued to the Lender	875,000
	Total shares reserved in connection with convertible debenture	21,254,034

On March 10, 2009 the Company entered into a Memorandum of Workout Agreement and Secured Promissory Note Agreement (the “Note Agreement”) with a key supplier (the “Supplier”). Under the terms of the Note Agreement the Company converted $938,296 of accounts payable due to the Supplier into a short-term note payable. The Secured Promissory Note Agreement (the “Note Agreement”) called for four consecutive monthly payments of $200,000 payable beginning March 31, 2009, with final payment of $138,296 payable on July 31, 2009. The Note Agreement bears interest of 10% per annum, payable monthly in arrears. The interest increases to 12% per annum in event of default. The Memorandum of Workout Agreement also established new credit line terms for inventory purchases for up to $500,000. The Note Agreement is secured by the Company’s entire inventory acquired from the Supplier prior to and after the date of the Note Agreement. The Note Agreement was subordinated to the Convertible Debenture due 0793296 B.C. Ltd. Payments under the Note Agreement totaled $300,000 through September 30, 2009, with $638,296 outstanding under the Note Agreement. The Convertible Debenture was converted on September 29, 2009 and February 23, 2010 into 19,250,000 and 700,000 restricted shares of the Company’s common stock, respectively. See Note 7 –Bridge Credit Facility and Convertible Debenture. As of September 30, 2009, $357,000 was outstanding under the credit line.

~~F-21~~On September 30, 2009, the Company entered into an Amended and Restated Workout Agreement and Amended and Restated Secured Promissory Note Agreement (the “Amended Note Agreement”) with the Supplier for total principal due of $935,296, which comprises of $638,296 outstanding under the original Note Agreement and $357,000 due under the credit line, less the first payment due of $60,000. Payments of $60,000 are due at the end of each month until the Amended Note Agreement matures on March 31, 2011, or the Company prepays the balance due, whichever occurs first.

~~Shares~~In ~~Reserved~~connection with the Amended Note Agreement the Company issued warrants to purchase up to 1,312,500 shares of the Company’s common stock at exercise price of $0.20 per share. The warrants expire September 30, 2011 and provide for ~~Future~~rights ~~Issuance~~in event of change in ownership. The Company recorded the fair value of the warrants as determined by the Black-Scholes model of $39,375 as debt discount. As of October 31, 2010 total outstanding under the Note Agreement is $576,449, net of debt discount of $9,936. Accrued interest payable outstanding in connection with the Note Agreement totals $25,383 and is included in accrued expenses and other current liabilities as interest payable.

~~The~~On January 13, 2011 the Company isentered ~~required~~into toa ~~reserve~~Debt Settlement and ~~keep~~Subscription ~~available~~Agreement with the Vendor. Under the terms of ~~its~~the ~~authorized~~agreement, ~~but~~the ~~unissued~~Company issued to the Vendor 1,500,000 and 2,357,406 shares of common stock anof ~~amount~~the ~~sufficient~~Company toat ~~effect~~a ~~the~~deemed ~~conversion~~price of ~~the~~$0.10 ~~outstanding~~and ~~Convertible~~$0.20 ~~Debenture~~per share, ~~plus~~respectively, ~~shares~~as ~~granted~~full ~~and~~settlement ~~available~~of ~~for~~$150,000 ~~grant~~and ~~under~~$471,481, respectively, of the ~~Company’s~~outstanding ~~stock~~debt ~~option~~and ~~plans. As~~accrued ofinterest ~~October~~thereon ~~31,~~as ~~2009,~~of ~~shares~~January ~~reserved~~13, ~~for~~2010. ~~future~~See ~~issuance~~Note ~~comprised~~18 of– ~~the~~Subsequent ~~following:~~Events.

		Shares
		Reserved
	Convertible debenture	21,254,034
	Outstanding stock options under the 2009 Stock Option Plan	8,400,000
	Additional shares available under the 2009 Stock Option Plan	6,600,000
	Warrants issued in connection with working capital loans from related parties	700,000
	Warrants issued to Vendor in connection with Promissory Note Agreement	1,312,500
		38,266,534


10.	CONVERTIBLE NOTE PAYABLE

~~Stock~~On ~~Option~~August ~~Plans~~20, 2010 the Company entered into a 10% Convertible Note Agreement with an investor for total proceeds of $400,000, less $8,500 debt issuance fees which is amortized over twelve months to July 31, 2011. The Convertible Note Agreement bears interest at 10% per annum, in which $8,000 is included in interest and other expense in the Company’s Consolidated Financial Statements at October 31, 2010. The convertible note agreement matures July 31, 2011. The note holder has the option after six months following the issuance date to convert the outstanding principal amount under the Convertible Note Agreement, together with unpaid interest thereon, into the Company’s common stock at a conversion price equal to the lesser of (i) $0.50 and (ii) 80% of the average of the three lowest daily dollar volume-weighted average sale price (“VWAPS”) for the Company’s common stock on any particular trading day during the twenty (20) consecutive trading days immediately preceding the applicable conversion date on which the Holder elects to convert all or part of the note. Total amortization expense in connection with the debt issuance costs at October 31, 2010 is $1,795 and is included in interest and other expense in the Company’s Consolidated Statements of Operations.

OnThe Company determined that the VWAP contained certain price protection features and constituted an embedded derivative. Using the Monte Carlo Valuation Model, the fair value of the embedded derivative was determined to be $121,249. The Company’s stock price on August 120, ~~2007~~2010 was $0.33, risk-free discount rate of 3.38% and volatility of 140% was used to obtain fair value as of August 20, 2010. Accretion of the ~~Company~~debt ~~adopted~~discount ~~two~~associated ~~stock~~with ~~option~~the ~~plans~~embedded ~~(collectively~~derivative totaled $48,298 as of October 31, 2010 and is included in interest and other expense in the ~~“2007~~Company’s ~~Plans”):~~Consolidated Statements of Operations.

~~(i)~~ F-22

As of October 31, 2010, the ~~2007~~Company’s ~~Employee~~stock ~~Stock~~price ~~Option~~was ~~Plan~~$0.14, ~~that~~risk-free ~~provides~~discount ~~for~~rate ~~the~~of ~~granting~~3.64% and volatility of up140% was used to 7obtain fair value of $154,~~000~~615,~~000~~ ~~shares~~resulting ofin ~~common~~the ~~stock~~change toin ~~employees~~fair ~~and~~value ~~consultants~~of $33,366 ofrecorded ~~which~~as ~~2,345,000~~other ~~were~~expense ~~granted~~in ~~and~~the ~~outstanding~~Company’s Consolidated Statements of Operations as of October 31, ~~2008;~~ 2010.

~~(ii)~~Under the scope of ASC 815-10, the freestanding detachable warrants issued in connection with the issuance of the debt instrument are not considered to be derivative instruments. Under the Black-Scholes model, the Company determined the fair value of the warrants is $49,458, which is recorded as debt discount and to be accreted to interest expense over twelve months to July 31, 2011. Accretion of the debt discount associated with the warrants totaled $10,435 as of October 31, 2010 and is included in interest and other expense in the Company’s Consolidated Statements of Operations.

~~the 2007 Executive Stock Option Plan that provides for granting of up to 4,375,000 shares of common stock to eligible officers, directors, senior management and consultants of the Company~~11. ~~Options~~ ~~granted~~NOTE inPAYABLE ~~2008~~TO ~~and outstanding as of October 31, 2008 under the 2007 Executive Stock Option Plan totaled 4,112,500.~~ BANK

NoIn ~~grants~~March ~~were~~2006, ~~made~~the Company entered into a term loan agreement with Business Development Bank of Canada (“BDC”) for ~~the~~total ~~year~~borrowings ~~ended~~of ~~October~~$245,375 31($250,000 ~~2007~~Canadian ~~under~~dollars). The loan matures in July 2012, calls for monthly principal payments of $2,729 ($2,780 Canadian dollars) and bears interest at the ~~2007~~Bank’s ~~Plans~~Floating Base Rate plus 3% per annum (7. ~~The~~25% ~~2007~~and ~~Plans~~9% ~~are~~at ~~administered~~October by31, ~~the~~2010 ~~Board~~and of2009, ~~Directors~~respectively). At ~~the~~Two ~~discretion~~former officers of the ~~Board~~Company ofprovided ~~Directors,~~a personal guarantee of the ~~Company~~outstanding ~~may~~loan ~~from~~amount. ~~time~~This topersonal ~~time~~guarantee ~~grant~~was ~~options~~lowered to ~~consultants~~25% ~~for~~of ~~services~~the ~~rendered,~~total inloan ~~lieu~~amount ofeffective ~~cash~~May ~~payments~~7, 2007. The ~~option~~term ~~price~~loan isagreement ~~set~~contains byvarious covenants including requirements for the ~~Board~~Company ofto ~~Directors~~meet oncertain ~~the~~financial ~~date~~ratios, of which the ~~grant.~~Company ~~Options~~is ~~granted~~not toin ~~employees~~compliance ~~may~~with beas ~~incentive~~of ~~stock~~October ~~options~~31, ~~or nonqualified options~~2010. ~~Options~~Therefore, ~~granted~~the toentire ~~non-employee~~balance ~~directors~~outstanding ~~and~~of ~~consultants~~$56,666 ~~may~~as ~~only~~of beOctober ~~nonqualified~~31, ~~options.~~2010 ~~The~~is ~~Board~~shown ofas ~~Directors~~current ~~determine~~liability in the ~~vesting~~consolidated ~~periods~~financial statements.

OnAnnual ~~March~~future ~~31,~~minimum ~~2009,~~payments ~~the Board of Directors of the Company cancelled all options previously granted~~ under the 2007 Plans, and adopted the 2009 Employee Stock Option Plan providing for granting of up to 11,375,000 stock options to eligible officers, directors, senior management, employees and consultants of the Company.’s ~~The new options were re~~long-~~priced~~term atdebt anagreement ~~exercise~~with ~~price~~BDC ofas ~~$0.15, and retained their original issue dates and vesting schedules. The expiration date~~ of ~~the~~October ~~options was extended two years. Under ASC 718~~31, ~~the~~2010 Company measured incremental compensation cost for the replacement stock options as the excess of the fair value of the replacement stock options over the fair value of the cancelled stock option at the cancelation date(U. ~~The~~S. ~~total~~dollars) ~~compensation~~are ~~cost measured at the date of the cancellation and replacement was recognized~~ as the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered as of March 31, 2009, plus the incremental cost resulting from the cancellation and replacement. follows:

On September 28, 2009, pursuant to the Share Exchange Agreement entered into with TPI, the Company approved a Stock Option Plan (the “New 2009 Plan”) authorizing the grant of up to 15,000,000 stock options, the exercise of which is subject to shareholder approval. In conjunction with the reverse acquisition with TPI, the New 2009 Plan replaced the 2009 Plans that were approved on March 31, 2009. Under the terms of the New 2009 Plan, and pursuant to the terms to the Share Exchange Agreement, the Company granted 8,400,000 stock options to its employees, officers, directors, and consultants effective October 8, 2009. The Stock Option Plans provide for the granting of equity awards, including restricted stock and incentive and nonqualified stock options to purchase common stock, to employees, directors, officers and independent consultants of the Company. The options vest over periods as determined by the Board of Directors, generally three years.


2011	$	32,748
2012		23,918
	$	56,666

~~F-22~~12. WORKING CAPITAL LOANS FROM RELATED PARTIES

ADuring ~~summary~~the year ended October 31, 2010, 0793296 B.C. Ltd, a related party of ~~stock~~the ~~option~~Company, ~~activity~~advanced ~~for~~$362,000 under working capital loan agreements. The loans bear interest at the ~~year~~rate ~~ended~~of 12% per annum. As of October 31, ~~2009~~2010 $362,000 is outstanding under the working capital loan agreements. Accrued interest payable outstanding in connection with the working capital loan agreements total $26,566 and is included in accrued expenses and other current liabilities as ~~follows:~~interest payable.

	Number Outstanding		Weighted Average Exercise Price
Options outstanding October 31, 2007	-			-
Granted	7,157,000		$	0.41
Exercised	-			-
Cancelled	(525,000	)	$	0.40
Options outstanding October 31, 2008	6,632,000		$	0.41
Granted	8,400,000		$	0.15
Exercised	-			-
Cancelled	(6,632,000	)	$	0.41
Options outstanding October 31, 2009	8,400,000		$	0.15
Options exercisable October 31, 2009	6,781,250		$	0.15

As of October 31, 2009, $681,349, which is net of debt discount of $6,046, was outstanding under the working capital loans from related parties, for total proceeds in the amount of $687,395 which is comprised of the following:

- On ~~March~~July 179, ~~2008~~2009, ~~the~~0793296 ~~Company~~B.C. ~~entered~~Ltd. ~~into~~advanced a$50,000 ~~Consulting~~for short-term working capital needs. The loan bears interest at 12% per annum and ~~Management~~is ~~Services~~payable ~~Agreement~~quarterly (commencing October 1, 2009. Interest increases to 15% per annum after October 31, 2009 until the ~~“Consulting~~loan ~~Agreement”)~~is ~~with~~repaid. ~~Level~~As ~~Ten~~of ~~Corporate~~October ~~Services~~31, ~~Inc~~2010, $50,000 is outstanding under the advance. ~~(“Level~~- ~~Ten”)~~In October, 2009 0793296 B. ~~The~~C. ~~Company’s~~Ltd ~~current~~advanced ~~Chief~~$275,000 ~~Financial~~for ~~Officer~~short-term working capital needs under promissory note agreements, of which $200,000 is ~~also~~to anbe ~~officer~~applied to a form of ~~Level~~subscription ~~Ten~~agreement in connection with the Company’s private placement offering subsequent to October 31, 2009. The ~~Consulting~~notes ~~Agreement~~bear ~~provided~~interest ~~for~~at ~~options~~18% toper ~~purchase~~annum upand toare ~~750~~payable quarterly commencing January 2010. On January 6,~~000~~ ~~shares~~2010, $200,000 of ~~common~~the ~~stock~~promissory note agreements was converted into 400,000 units at $0.50 per unit in connection with the ~~exercise~~Company’s ~~price~~private placement offering. See Note 13 – Shareholders’ Deficit. Total interest payable in connection with the advances as of October 31, 2009 was $04,167.31 ~~per~~- ~~share~~On August 27, 2009, the Board of Directors approved the borrowing of funds through a factoring company (the “Factoring Co.”) for working capital needs. The proceeds are funded by 0840386 B.C. Ltd. and/or its nominees 0793296 B.C. Ltd, and 0885084 Alberta Inc., a company related to the Company’s Chief Executive Officer, ~~and~~ Chief Financial Officer, and other third party investors. On ~~March~~The ~~31,~~funds ~~2009,~~advanced under the ~~options~~terms ~~were~~of ~~re-priced~~the infactoring ~~connection~~agreement ~~with~~bear ~~the~~a ~~adoption~~factoring fee of 2% per month. The Company has received three advances for total of $362,395 under the ~~2009~~agreement, ~~Employee~~of ~~Stock~~which ~~Option~~$0 ~~Plan. See~~and ~~Note~~$362,395 12was –outstanding ~~Related~~as ~~Parties~~of October 31, 2010 and ~~below~~2009, respectively. Total interest payable related to the borrowings as of October 31, 2009 is $20,157.

Stock based compensation expense included in selling, general and administrative expense for the year ended October 31, 2009 and 2008 totaled $15,871 and $131,171, respectively. The amount of unearned stockF-~~based compensation currently estimated to be expensed from now through fiscal 2012 related to unvested share-based payment awards at October 31, 2009 is $10,385.~~23

The Company issued warrants to the Factoring Co. to purchase up to 700,000 shares of the Company’s common stock for eighteen months from the date of investment at $0.20 per share. The Company recorded the fair value of the warrants under the Black-Scholes model as debt discount totaling $12,000. Accretion of the debt discount totaled $6,045 and $5,955 as of October 31, 2010 and 2009, respectively. On January 14, 2011, the Board of Directors extended the expiration dates of the warrants from January 15, 2011 to January 15, 2013. See Note 18 – Subsequent Events.

~~RELATED~~On ~~PARTIES~~January 6, 2010, the Company also converted a promissory note payable agreement and interest payable thereon, from a related party totaling $211,837 into 423,674 units at $0.50 per unit pursuant to a debt conversion agreement

~~Convertible~~These ~~Debenture~~shares were issued in connection with a non-brokered private placement of 1,404,523 units, at $0.50 per unit. Each unit consists of one common share and one non-transferable common share purchase warrant that entitles the holder to purchase one additional share of common stock at a price of $1.00 per share until January 6, 2012. See Note 13 – Shareholders’ Deficit.

~~On June 19, 2007, the Company entered into a Convertible Loan Agreement with 0793296 B~~13.C. ~~Ltd (the Lender) for total borrowings of up to $3,000,000. See Note 7 – Bridge Credit Facility and Convertible Debenture. The Company~~SHAREHOLDERS’s ~~current Chief Financial Officer is an officer of the Lender.~~DEFICIT

~~For~~As ~~the~~of ~~years ended~~ October 31, 2009, $32,192 was outstanding to a former shareholder and ~~2008,~~director ~~interest~~of ~~expense~~Technology ~~incurred~~Publishing inLtd. ~~connection~~related ~~with~~to short-term advance to the ~~convertible~~Company. ~~debenture~~As ~~totaled~~of ~~$203~~October 31,~~149~~ ~~and~~2010, $~~107~~41,~~714,~~801 ~~respectively.~~outstanding ~~Interest paid~~ to the ~~Lender~~former shareholder and director was ~~$83,722~~settled ~~and~~as ~~$103,792~~additional ~~for~~paid-in capital as all final liabilities were resolved in connection with the ~~years~~Share ~~ended~~Exchange ~~October~~Agreement ~~31,~~entered into by the Company in September 2009. ~~and~~See ~~2008,~~Note ~~respectively~~3 – Share Exchange Agreement.

~~Consulting~~The ~~Agreement~~following table is a summary of the Company’s non-brokered private placement subscriptions, debt conversions, and issuance of common stock in connection with settlement of accounts payable and consulting agreements as of October 31, 2010:

On March 17, 2008, the Company entered into a Consulting and Management Services Agreement (the “Consulting Agreement”) with Level Ten Corporate Services, Inc. (“Level Ten”). The Company’s current Chief Financial Officer is also an officer of Level Ten. The Consulting Agreement provides for the Company’s Chief Executive Officer and Chief Financial Officer (the “Consultants”) to provide certain management consulting services to the Company. The Consulting Agreement calls for monthly retainer of $15,000, and is on a month to month basis. The Consulting Agreement also provides for options to purchase up to 750,000 shares of common stock at the exercise price of $0.40 per share to the Company’s Chief Executive Officer and Chief Financial Officer. See Note 11 – Shareholders’ Equity.


Date	Number of Units	Price Per Unit	Cash Proceeds	Settlement of Debt	Settlement of Accounts Payable and Consulting Agreements	Warrants	Price Per Share	Expiration Date
Nov. 10, 2009	19,250,000	$0.083117	$ -	$1,600,000	$ -	-	-	-
Jan. 6, 2010	1,754,523	$0.50	375,000	502,262	-	1,754,523	$1.00	Jan. 6, 2012
Feb. 23, 2010	1,400,000	$0.50	350,000	350,000	-	1,400,000	$1.00	Feb. 23, 2012
April 29, 2010	575,000	$1.00	575,000	-	-	575,000	$1.50	April 29, 2012
May 26, 2010	94,001	$0.22858	-	-	21,485	-	-	-
May 26, 2010	100,000	$0.50	-	-	50,000	-	-	-
May 26, 2010	16,666	$0.36	-	-	6,000	-	-	-
June 17, 2010	16,666	$0.36	-	-	6,000	-	-	-
July 30, 2010	33,332	$0.36	-	-	12,000	-	-	-
Sept. 22, 2010	16,666	$0.36	-	-	6,000	-	-	-

	23,256,854		$1,300,000⁽¹⁾	$2,452,262	$101,485	3,729,523

(1) On ~~May~~January 156, ~~2008,~~2010 the ~~Consultants~~Company ~~were~~settled ~~appointed~~a to$200,000 ~~the~~short-term ~~Board~~note ofin ~~Directors~~connection ofwith ~~the~~a ~~Company.~~subscription Onagreement ~~July~~received ~~22,~~from ~~2008,~~a ~~the~~third ~~Consultants~~party ~~were~~in ~~also~~October ~~appointed as Officers of the Company~~2009.

~~F-23~~Private Placements

OnFrom ~~June~~November 1, ~~2008~~2009 to October 31, 2010, pursuant to private placement subscription agreements, the Company ~~amended~~closed ~~the~~non-brokered ~~Consulting~~private ~~Agreement~~placements ~~with~~for ~~the~~total ~~Consulting~~cash ~~Company~~proceeds of $1,300,000. ~~raising~~Each ~~the~~unit ~~monthly~~is ~~retainer~~comprised of one common share and one common share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $~~23,313~~1.00 (and $251.50 per share,~~000~~ ~~Canadian~~expiring ~~Dollars).~~January ~~Total~~6, ~~payments~~2012 ~~for~~to ~~management~~April ~~services~~29, ~~under~~2012. The Company issued the ~~Consulting~~units ~~Agreements~~to ~~for~~non-U.S. persons (as that term is defined in Regulation S of the ~~year~~Securities ~~ended~~Act ~~October~~of 311933, ~~2009~~as ~~and~~amended) ~~2008~~in ~~was~~an ~~$240,975~~offshore transaction relying on Regulation S and/or ~~$180~~Section 4(2) of the Securities Act of 1933,~~796,~~ ~~respectively~~as amended (the “Act”).

Effective November 1, 2008 the Board of Directors approved the increase of the Chief Executive Officer and Chief Financial Officer consulting fees to USD$35,000 per month. The Consultants agreed to defer the increase until additional funding is raised by the Company. As October 31, 2009, deferred consulting fees outstanding totaled $179,025, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets.F-24

~~Other~~Conversion ~~Related~~of ~~Party Transactions~~Debt

On ~~January~~November 310, ~~2006~~2009, ~~the~~$1,600,000 ~~former~~in ~~Officers~~debt held by various lenders was converted into 19,250,000 restricted shares of the Company’s ~~entered~~common ~~into~~stock anat ~~Asset~~a ~~Purchase~~conversion price of $0.083117 per share in connection with the Share Exchange Agreement ~~whereby~~effective September 29, 2009. The Conversion price was determined based on the ~~Company~~average ~~assumed~~conversion price of the ~~lease~~Amendment 4 revision price of every $0.20 for the ~~Canadian~~Pre-March ~~facilities~~advances and ~~acquired~~$0.10 ~~certain~~conversion ~~assets~~price ~~and~~for ~~customer~~the ~~contracts~~March ~~from~~advance, ~~its~~or ~~then-Chief~~$0.15, ~~Executive~~and ~~Officer~~11,000,000 ~~and~~shares ~~Vice~~based ~~President~~on total debt of ~~Engineering~~$1,600,000 converted. ~~The~~ ~~Asset~~See ~~Purchase~~Note ~~Agreement~~7 ~~was~~–Convertible ~~structured~~Debenture. asThe aCompany ~~Section~~issued 85the ~~tax~~units ~~deferred~~to ~~transaction~~non-U.S. ~~under~~persons ~~the~~(as ~~Canadian~~that ~~Income~~term ~~Tax~~is ~~Act.~~defined ~~Under~~in ~~the~~Regulation ~~terms~~S of the ~~tax-deferred~~Securities ~~exchange~~Act ~~transaction~~of 1933, ~~the~~as ~~Company~~amended) ~~issued~~in ~~1,000,000~~an ~~shares~~offshore oftransaction ~~common~~relying ~~stock~~on inRegulation ~~connection~~S ~~with~~and/or Section 4(2) of the ~~transaction~~Securities ~~and~~Act ~~recorded~~of ~~loans~~1933, ~~due~~as toamended (the ~~shareholders~~“Act”).

InOn ~~November~~January ~~2007~~6, 2010, the Company ~~entered~~also ~~into~~converted ana ~~agreement~~promissory ~~with~~note ~~its~~payable ~~former~~agreement ~~Chief~~and ~~Executive~~interest ~~Officer~~payable ~~and~~thereon, ~~Vice~~from ~~President~~a ofrelated ~~Engineering~~party tototaling ~~repay~~$211,837 ~~shareholder~~into ~~loan~~423,674 ~~balances~~units ~~outstanding~~at ~~totaling~~ $~~162,994~~0.50 Inper ~~connection~~unit ~~with~~pursuant ~~the~~to a debt conversion agreement. In addition, the Company ~~transferred~~also ~~Canadian~~converted ~~accounts~~promissory ~~receivables~~notes ~~outstanding~~payable asagreements ofand ~~October~~interest 31payable thereon, ~~2007~~from two lenders totaling $~~105~~290,~~187,~~425 ~~and~~into 580,849 ~~fixed~~units ~~assets~~at $0.50 per unit pursuant to debt conversion agreements. See Note 12 –Working Capital Loans. Each unit is comprised of one common share and ~~other~~one ~~prepaids~~common ~~totaling~~share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $191.00 per share,~~840~~ expiring January 6, 2012. The ~~remaining~~Company ~~amount~~issued the units to non-U.S. persons (as that term is defined in Regulation S of ~~$37~~the Securities Act of 1933,~~967~~ ~~was~~as ~~paid~~amended) in ~~cash~~an tooffshore transaction relying on Regulation S and/or Section 4(2) of the ~~shareholders~~Securities inAct ~~January~~of ~~2008~~1933, as amended (the “Act”).

InOn ~~November~~February ~~2007~~23, 2010, a lender converted the ~~Company’s~~remaining ~~former~~$350,000 ~~Chief~~of ~~Executive~~convertible ~~Officer~~debt ~~and~~into ~~Vice~~700,000 ~~President~~units at $0.50 per unit. Each unit is comprised of ~~Engineering~~one ~~formed~~common ~~Puracom,~~share anand ~~unrelated~~one ~~company~~common share purchase warrant. ~~During~~Each non-transferable warrant entitles the ~~year~~holder ~~ended~~to ~~October~~purchase 31one additional share of common stock of the Company at a price of $1.00 per share until February 23, ~~2009~~2012. ~~and~~The ~~2008~~units were issued pursuant to a debt conversion agreement dated February 23, ~~the~~2010. The Company ~~retained~~issued the ~~services~~units ofto ~~Puracom~~non-U.S. ~~for~~persons ~~research~~(as ~~and~~that ~~development~~term ~~services~~is ~~for~~defined ~~total~~in ~~fees~~Regulation S of ~~$10~~the Securities Act of 1933,~~396~~ as amended) in an offshore transaction relying on Regulation S and/or ~~$42~~Section 4(2) of the Securities Act of 1933,~~805,~~ ~~respectively~~as amended (the “Act”).

AsFor ofthe years ended October 31, 2010 and 2009, ~~$32,192~~interest isexpense ~~outstanding~~incurred toin aconnection ~~former~~with ~~shareholder~~the ~~and~~convertible ~~director~~debenture oftotaled ~~Technology~~$35,231 ~~Publishing~~and ~~Ltd~~$203,149, respectively. ~~related~~Interest paid to ~~short-term~~the ~~advance~~Lender towas $80,000 and $83,722 for the ~~Company~~years ended October 31, 2010 and 2009, respectively.

~~Private~~Settlement ~~Stock~~of ~~Purchase~~Accounts ~~Transaction~~Payable

On ~~June~~May 1117, ~~2008~~2010, the ~~parent~~Company ~~company~~entered ofinto ~~the~~debt ~~Lender~~conversion ~~(0793296~~subscription ~~B.C.~~agreements ~~Ltd)~~whereby ~~entered~~$21,485 included in accounts payable as of April 30, 2010 was converted into a94,001 ~~private~~common ~~agreement~~shares. ~~with~~On aMay ~~former~~26, ~~Officer~~2010, ofpursuant to board approval, the Company issued the shares to ~~purchase~~3 ~~his~~U.S. ~~common~~accredited ~~stock~~investors ~~ownership~~(as ~~interest~~that term is defined in Regulation S of the ~~Company~~Securities ~~totaling~~Act ~~650~~of 1933,~~000~~ ~~shares~~as ofamended (the ~~Company’s~~“Securities ~~common~~Act”)) ~~stock~~relying ~~for~~on ~~total~~Regulation ~~purchase~~S ~~price~~and/or ofSection ~~$127,000~~ 4(~~$130,000~~2) ~~Canadian~~of ~~Dollars)~~the Securities Act.

~~13.~~Consulting Agreements

~~INCOME~~On ~~TAXES~~March 17, 2010, the Company entered into a consulting agreement with a consultant to assist the Company in its private placement efforts. The fixed fee consulting agreement calls for payment of $85,000 over the four month service period to be paid by the issuance of 200,000 restricted shares of the Company’s common stock as total consideration. . The Company expensed $50,000 in connection with the fair value of the services performed as of that date, which is included in selling, general and administrative expense for the year ended October 31, 2010. On May 26, 2010, the Company issued 100,000 restricted shares in connection with this agreement. The agreement was cancelled effective May 31, 2010.

The Company recognizes deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes, as appropriate. Realization of future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate future taxable income.F-25

FOn March 22, 2010, the Company also entered into a consulting agreement with a consultant to provide investor relation services to the Company and assist in its private placement efforts. The fixed fee consulting agreement is effective as of April 1, 2010, and calls for payment of $61,200 over a 12-24month period to be paid by the issuance of 200,000 restricted shares of the Company’s common stock as total consideration. The agreement is cancelable with 30 days notice. As of October 31, 2010, the Company expensed $36,000 in connection with the fair value of the services performed as of that date, which is included in selling, general and administrative expense for the year ended October 31, 2010. The Company expects to expense the fair value of the services at the end of each milestone service period performed based on the total agreed upon contract price of $61,200 under the agreement through March 31, 2011. As of October 31, 2010, 83,330 restricted shares have been issued by the Company in connection with this agreement. Accrued liabilities include $12,000 for 33,337 restricted shares are due to the consultant as of October 31, 2010, but not issued.

~~Significant~~Preferred ~~components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of October 31, 2009 and 2008 are as follows:~~Stock

	October 31,
	2009			2008
Deferred tax assets:
Net operating loss	$	1,327,000		$	259,000
Stock-based compensation		63,000			56,000
Provision for inventory obsolescence		131,000			21,000
Other		83,000			58,000
		1,604,000			394,000
Deferred tax liabilities:
Depreciation and amortization		489,000			65,000
Total deferred tax asset		1,115,000			329,000
Less valuation allowance		(1,115,000	)		(329,000	)
Net deferred tax asset	$	-		$	-
Deferred:
Federal	$	870,000		$	239,000
State		245,000			90,000
Foreign		-			-
Total deferred tax asset		1,115,000			329,000
Less valuation allowance		(1,115,000	)		(329,000	)
Net deferred tax asset	$	-		$	-

On October 5, 2010 the shareholders of the Company approved to amend and restate the articles of incorporation to authorize 100,000,000 shares of preferred stock of the Company with a par value of $0.001 per share and provided that the board of directors be authorized to prescribe the series and the number of the shares of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative right of the shares of each series of preferred stock.

~~Provision~~Shares Reserved for ~~income~~Future ~~tax (benefit) expense as of October 31, 2009 and 2008 consists of the following:~~Issuance

	October 31,
	2009			2008
Federal	$	-		$	(110,140	)
State		1,100			-
Foreign		(1,722	)		14,871
Total current tax benefit		(622	)		(95,269	)
Deferred		-			-
Income tax benefit	$	(622	)	$	(95,269	)

The Company is required to reserve and keep available of its authorized, but unissued shares of common stock an amount sufficient to effect the conversion of the outstanding Convertible Note Payable, warrants, plus shares granted and available for grant under the Company’s stock option plans, and shares due in connection with consulting agreement. As of October 31, 2010, shares reserved for future issuance comprised of the following:

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal tax rate to pretax income as of October 31, 2009 and 2008 as follows:


		Shares Reserved
	Outstanding stock options under the 2009 Stock Option Plan	10,106,250
	Additional shares available under the 2009 Stock Option Plan	4,893,750
	Warrants and stock options issued to related party in connection with debt	2,004,034
	Convertible note payable	1,000,000
	Warrants issued in connection with working capital loans from related parties	700,000
	Warrants issued in connection with private placements	4,062,856
	Warrants issued to Vendor in connection with Promissory Note Agreement	1,312,500
	Shares to be issued in connection with consulting agreement	116,670
		24,196,060

	October 31,
	2009		2008
Effective tax rate (benefit):
Federal	(34.0	)%	(34.0	)%
State	-		-
Change in valuation allowance	23.3		31.9
Other	10.7		(6.3	)
	-	%	(8.4	)%

Stock Option Plans

FOn March 31, 2009, the Board of Directors of the Company cancelled all options previously granted under a 2007 Plan, and adopted the 2009 Employee Stock Option Plan providing for granting of up to 11,375,000 stock options to eligible officers, directors, senior management, employees and consultants of the Company. The new options were re-25priced at an exercise price of $0.15, and retained their original issue dates and vesting schedules. The expiration date of the options was extended two years. Under ASC 718, the Company measured incremental compensation cost for the replacement stock options as the excess of the fair value of the replacement stock options over the fair value of the cancelled stock option at the cancelation date. The total compensation cost measured at the date of the cancellation and replacement was recognized as the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered as of March 31, 2009, plus the incremental cost resulting from the cancellation and replacement.

InOn ~~assessing~~September 28, 2009, pursuant to the ~~realizability~~Share ofExchange ~~deferred~~Agreement ~~income~~entered ~~tax~~into ~~assets~~with TPI, ~~management~~the ~~follows~~Company approved a Stock Option Plan (the ~~guidance~~“New ~~contained~~2009 ~~within~~Plan”) ~~ASC~~authorizing ~~740,~~the ~~formerly~~grant ~~SFAS~~of ~~No.~~up ~~109~~to 15,000,000 ~~Accounting~~stock ~~for~~options, ~~Income~~the ~~Taxes,~~exercise of which ~~requires~~is ~~that~~subject ~~deferred~~to ~~income~~shareholder ~~tax~~approval. ~~assets~~In orconjunction ~~liabilities~~with bethe ~~reduced~~reverse byacquisition awith ~~valuation allowance~~TPI, ifthe ~~based~~New on2009 ~~weight~~Plan ofreplaced ~~available~~the ~~evidence,~~2009 ~~considering~~Plans ~~all~~that ~~relevant~~were ~~positive~~approved ~~and~~on ~~negative~~March 31, ~~objective~~2009. ~~and~~Under ~~subjective~~the ~~evidence,~~terms itof isthe ~~“more~~new ~~likely~~2009 ~~than~~Plan, ~~not”~~and ~~that~~pursuant ~~some~~to ~~portion~~the orterms ~~all~~to of the ~~deferred~~Share ~~income~~Exchange ~~tax~~Agreement, ~~assets~~the ~~will~~Company ~~not~~granted be8,400,000 ~~realized. The~~stock ~~Company’s~~options ~~historical~~to ~~operating~~its ~~losses~~employees, ~~make~~officers, itdirectors, ~~very~~and ~~difficult~~consultants toeffective ~~meet~~October ~~the~~8, ~~“more~~2009. ~~likely~~The ~~than~~Stock ~~not”~~Option ~~standard~~Plans ~~required~~provide tofor ~~conclude~~the ~~that~~granting ~~its~~of ~~deferred~~equity ~~tax~~awards, ~~assets~~including ~~will~~restricted bestock ~~fully~~and ~~utilized. Therefore,~~incentive ~~management~~and ~~has~~nonqualified ~~recorded~~stock aoptions ~~valuation~~to ~~allowance~~purchase ~~equal~~common stock, to ~~the~~employees, ~~total~~directors, ~~deferred~~officers ~~income~~and ~~tax~~independent ~~assets~~consultants of ~~$1,115,000~~the ~~and~~Company. ~~$329,000~~The options vest over periods as ofdetermined ~~October~~by ~~31,~~the ~~2009~~Board ~~and~~of ~~2008~~Directors, ~~respectively~~generally three years.

The Company adopted the provisions of FIN 48 effective for the first quarter of fiscal year 2008. The Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months. The total amount of unrecognized tax benefits at October 31, 2009 and 2008, respectively, is zero. F-26

AsA ofsummary ~~October 31, 2009, the Company had federal and California net operating loss carryforwards~~ of ~~approximately~~stock ~~$3,600,000~~option ~~and~~activity ~~$3,400,000,~~for ~~respectively,~~the ~~which~~year ~~will~~ended ~~begin to expire in fiscal 2028, respectively. As of~~ October 31, ~~2009,~~2010 ~~the~~is ~~Company~~as ~~had $110,000 income tax receivable related to refunds due from the Internal Revenue Service for income taxes overpaid.~~follows:

The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of specified occurrences, including significant ownership changes. As a result of these provisions, utilization of net operating losses would be limited in the event of any future significant ownership change. Such a limitation could result in the expiration of the net operating loss carryforwards before utilization. The Company had such an ownership change related to its parent Nexaira Wireless, a Nevada corporation in connection with the Share Exchange Agreement. The impact of any limitation of net operating loss carryforwards was determined to be immaterial.


	Number Outstanding	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value

Options outstanding October 31, 2008	6,632,000	$0.41
Granted	8,400,000	$0.15
Exercised	-	-
Cancelled	(6,632,000)	$0.41
Options outstanding October 31, 2009	8,400,000	$0.15	3.7	$ -
Options outstanding October 31, 2009
Granted	2,450,000	$0.34
Exercised	(225,000)	$0.15
Forfeited	(518,750)	$0.15
Options outstanding October 31, 2010	10,106,250	$0.20	3.1	$ -

Options exercisable October 31, 2010	8,120,833	$0.17	2.8	$ -

14Stock based compensation expense included in selling, general and administrative expense for the year ended October 31, 2010 and 2009 totaled $163,190 and $15,871, respectively. The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2012 related to unvested share-based payment awards at October 31, 2010 is $188,782.

~~COMMITMENTS~~14. ~~AND~~RELATED ~~CONTINGENCIES~~PARTIES

~~Operating~~Convertible ~~Leases~~Debenture

~~The~~On ~~Company~~November ~~leases~~10, ~~its~~2009 ~~facilities~~and ~~totaling~~February ~~approximately~~23, 102010, $1,600,000 ~~square~~and ~~feet~~$350,000, ~~under~~respectively, ~~non-cancelable~~of ~~operating~~the ~~leases~~convertible debt was converted into 19,250,000 ~~with~~and ~~terms~~700,000, ~~ranging~~respectively, ~~from~~restricted ~~less~~shares ~~than~~of ~~one~~the ~~year~~Company’s tocommon ~~January~~stock. As of October 31, 2010., ~~Current~~accrued ~~minimum~~interest ~~monthly~~payable ~~payments~~outstanding ~~total~~in ~~$12,130~~connection ~~under~~with the ~~lease~~convertible ~~agreements~~debentures totals $98,861 ~~with~~and ~~provision~~included ~~for~~in ~~annual~~accrued ~~increases~~expenses and other current liabilities as interest payable. See Note 7 - Bridge Credit Facility and Convertible Debenture.

OnConsulting June 27, 2008, the Company entered into a into a 12-month lease for additional corporate housing calling for monthly payments of $2,950. The lease converted to month-to-month effective July 1, 2009 at the rate of $3,050 per month. On August 1, 2007, the Company entered into a 12-month residential lease for corporate housing. The agreement calls for monthly payments of $2,700. The Company terminated this lease effective December 31, 2008.Agreement

~~Annual~~On ~~future~~March ~~minimum~~17, ~~payments~~2008, ~~under~~the Company entered into a Consulting and Management Services Agreement (the “Consulting Agreement”) with Level Ten Corporate Services, Inc. (“Level Ten”), as amended on June 1, 2008. The Company’s ~~operating~~current ~~lease~~Chief ~~agreements~~Financial asOfficer is also an officer of ~~October~~Level Ten. The Consulting Agreement provided for the Company’s Chief Executive Officer and Chief Financial Officer (the “Consultants”) to provide certain management consulting services to the Company. The Consulting Agreement called for a monthly retainer of $35,000, and was on a month to month basis. See Note 13 – Shareholders’ Equity. Effective January 31, ~~2009~~2010, ~~are~~the asConsulting ~~follows:~~Agreement was terminated.

Fees payable for the Company’s CEO and CFO have been accrued through their own individual consulting companies. As October 31, 2010 and 2009, deferred consulting fees outstanding totaled $562,769 36and $179,~~390~~025, respectively, which is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Total payments for management services under the Consulting Agreements for the years ended October 31, 2010 and 2009 was $150,000 and $240,975, respectively.

~~Total rent expense for the years ended October 31, 2009 and 2008 under the Company’s operating lease agreements was $201,189 and $207,057, respectively.~~F-27

~~Contingencies~~15. INCOME TAXES

~~From~~The ~~time to time, the~~ Company ~~becomes~~recognizes ~~involved~~deferred intax ~~various~~consequences ~~investigations,~~of ~~claims~~temporary ~~and~~differences ~~legal proceedings that arise~~ in ~~the~~reporting ~~ordinary~~items ~~course~~for offinancial ~~business.~~statement ~~These~~and ~~matters~~income ~~may relate to product liability, employment, intellectual property,~~ tax, ~~regulation~~purposes, ~~contract~~as ~~or other matters~~appropriate. ~~The~~Realization ~~resolution~~ of ~~these~~future ~~matters~~tax asbenefits ~~they~~related ~~arise will be subject~~ to ~~various uncertainties and, even if such claims are without merit, could result in~~ the ~~expenditure~~deferred oftax ~~financial~~assets ~~and~~is ~~managerial~~dependent ~~resources. While unfavorable outcomes are possible, based~~ on ~~available~~many ~~information~~factors, including the Company’s ~~generally~~ability ~~does~~to ~~not~~generate ~~believe~~future ~~the~~taxable ~~resolution of these matters will result in a material adverse effect on the business, consolidated financial condition, or results of operations~~income.

~~F-26~~Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes as of October 31, 2010 and 2009 are as follows:

15.


		October 31,
	2010		2009
Deferred tax assets:
Net operating loss	$	3,094,000	$	1,327,000
Stock-based compensation		71,000		63,000
Provision for inventory obsolescence		72,000		131,000
Deferred consulting fees		187,000		-
Other		198,000		83,000
		3,622,000		1,604,000
Deferred tax liabilities:
Depreciation and amortization		411,000		489,000
Total deferred tax asset		3,211,000		1,115,000

Less valuation allowance		(3,211,000)		(1,115,000)
Net deferred tax asset	$	-	$	-

401(k) PLAN


Deferred:
Federal	$	2,712,000	$	870,000
State		484,000		245,000
Foreign		15,000		-
Total deferred tax asset		3,211,000		1,115,000
		(3,211,000)
Less valuation allowance				(1,115,000)
Net deferred tax asset	$	-	$	-

~~Effective~~Provision ~~January~~for 1,income ~~2008,~~tax ~~the Company established a 401~~(kbenefit) ~~defined~~expense ~~contribution~~as ~~retirement savings plan under which eligible U.S. employees may choose to defer a portion~~ of ~~their~~October ~~eligible compensation on a pre-tax basis~~31, ~~subject~~2010 toand ~~certain~~2009 ~~IRS~~consists ~~limitations. The 401(k) Plan qualifies under Section 401(k)~~ of the United States Internal Revenue Code of 1986, as amended. The Company may at its sole discretion match employee contributions. The Company did not make matching contributions in the year ended October 31, 2009.following:

16.


		October 31,
		2010		2009
Current:
Federal	$	1,145	$	-
State		800		1,100
Foreign		-		(1,722)
Total current tax provision (benefit)		1,945		(622)
Deferred		-		-
Income tax provision (benefit)	$	1,945	$	(622)

~~SUBSEQUENT EVENTS~~F-28

The ~~Company~~income ~~has~~tax ~~evaluated~~provision ~~subsequent~~(benefit) ~~events,~~differs asfrom ~~defined~~the byamount ~~ASC~~of ~~855,~~income ~~formerly~~tax ~~SFAS No. 165,~~determined ~~“Subsequent~~by ~~Events,”~~applying ~~through~~ the ~~date~~U.S. ~~that~~federal ~~the~~tax ~~financial~~rate ~~statements~~to ~~were~~pretax ~~issued~~income onas ~~January~~of 29October 31, 2010. and 2009 as follows:

Conversion of Debt


	October 31,
	2010	2009
Effective tax rate (benefit):
Federal	(34.0)%	(34.0)%
State	(5.8)	-
Change in valuation allowance	45.8	23.3
Other	(6.0).	10.7
	- %	- %

~~TPI~~In ~~and~~assessing ~~0793296~~the ~~B.C.~~realizability ~~Ltd.~~of ~~(the~~deferred ~~“Assignor”)~~income ~~entered~~tax ~~into~~assets, anmanagement ~~assumption~~follows ~~agreement~~the ~~dated~~guidance ~~September~~contained ~~28,~~within ~~2009~~ASC 740, ~~pursuant to~~ which ~~TPI~~requires ~~assumed~~that ~~the~~deferred ~~indebtedness~~income oftax ~~the~~assets ~~Assignor~~or ~~from~~liabilities ~~the~~be ~~Company.~~reduced Onby ~~November~~a 10valuation allowance, ~~2009~~if ~~the~~based ~~Assignor~~on ~~assigned~~weight ~~$1,600,000~~ of ~~the~~available ~~indebtedness~~evidence, ~~(the~~considering ~~“Assigned~~all ~~Indebtedness”)~~relevant topositive 15and ~~investors~~negative, ~~(the~~objective ~~“Assignees”). Effective~~and ~~November~~subjective 10evidence, ~~2009,~~it asis ~~disclosed~~“more inlikely ~~our~~than ~~Form~~not” ~~10-K~~that ~~for~~some ~~the~~portion ~~fiscal~~or ~~year~~all ~~ended~~of ~~August~~the ~~31,~~deferred ~~2009~~income astax ~~filed~~assets ~~with~~will ~~the~~not ~~Securities~~be ~~and~~realized. ~~Exchange~~The ~~Commission~~Company’s onhistorical ~~November~~operating ~~18,~~losses ~~2009, the~~make ~~Assignees~~it ~~and~~very ~~the~~difficult ~~Assignor~~to ~~converted~~meet the ~~entire~~“more ~~$1,600,000~~likely ofthan ~~debt~~not” ~~into~~standard ~~19,250,000~~required ~~restricted shares pursuant~~ to ~~certain~~conclude ~~debt~~that ~~conversion~~its ~~subscription~~deferred ~~agreements.~~tax ~~The~~assets ~~Conversion~~will ~~price~~be ~~was~~fully ~~determined~~utilized. ~~based~~Therefore, onmanagement ~~the~~has ~~average~~recorded ~~conversion~~a ~~price~~valuation ofallowance ~~the~~equal ~~Amendment~~to ~~4 revision price of every $0.20 for~~ the ~~Pre-March~~total ~~advances~~deferred ~~and~~income ~~$0.10~~tax ~~conversion~~assets ~~price~~of ~~for the March advance, or~~ $~~0.15~~3, ~~and 11~~211,000~~,000~~ ~~shares~~and ~~based on total debt of~~ $1,~~600~~115,000 ~~converted. Under~~as ~~the~~of ~~Share~~October ~~Exchange Agreement with TPI all shareholders~~31, ~~optionees~~2010 and ~~warrant~~2009, ~~and debt holders received 1~~respectively.~~75 for 1 ratio for total shares of 19,250,000.~~

~~After~~The Company adopted the ~~conversion~~provisions of ~~debt~~ASC ~~$350,000~~740 ~~remains~~effective ~~outstanding~~for ~~under~~the first quarter of fiscal year 2008. The Company does not expect the ~~convertible~~unrecognized ~~debenture~~tax ~~agreement~~benefits to significantly increase or decrease within the next twelve months. Based on management’s assessment, the Company doesn’t have any material unrecognized tax benefits at October 31, 2010 and 2009, respectively.

~~Non-brokered~~As ~~Private~~of ~~Placement~~October ~~Subscription~~31, 2010, the Company had federal and ~~Debt~~California ~~Conversion~~net ~~Agreements~~operating loss carryforwards of approximately $7,829,000 and $7,825,000, respectively, which will begin to expire in fiscal 2028, respectively. As of October 31, 2009, the Company had $110,000 income tax receivable related to refunds due from the Internal Revenue Service for income taxes overpaid, which was received in fiscal year ended October 31, 2010.

~~Effective~~The ~~January~~Tax 6,Reform ~~2010,~~Act asof ~~disclosed~~1986 incontains ~~our~~provisions ~~Current~~that ~~Report~~limit onthe ~~Form~~federal ~~8-K~~net asoperating ~~filed~~loss ~~with~~carryforwards ~~the~~that ~~Securities~~may ~~and~~be ~~Exchange~~used ~~Commission~~in onany ~~January~~given ~~10,~~year ~~2010,~~in the ~~Company~~event ~~closed a non-brokered private placement~~ of 1specified occurrences,~~754,524~~ ~~units~~including atsignificant ~~US$0~~ownership changes.50 ~~per~~As ~~unit~~a ~~for~~result ~~cash proceeds~~ of ~~$375,000~~these ~~and in settlement of debt totaling $502~~provisions,~~262. Each~~ ~~unit~~utilization ~~is comprised~~ of ~~one~~net ~~common~~operating ~~share~~losses ~~and~~would ~~one~~be ~~common~~limited ~~share~~in ~~purchase warrant. Each non-transferable warrant entitles~~ the ~~holder~~event ~~to purchase one additional share~~ of ~~common~~any ~~stock~~future ofsignificant ~~the~~ownership ~~company~~change. atSuch a ~~price~~limitation ofcould ~~$1.00~~result ~~per~~in ~~share~~the ~~until~~expiration ~~January~~of 6,the ~~2012.~~net ~~The~~operating ~~units~~loss ~~were~~carryforwards ~~issued~~before ~~pursuant to private placement subscription agreements and debt conversion agreements, as applicable, each dated January 6, 2010~~utilization. The Company ~~issued~~had ~~the~~such ~~units~~an toownership 10change ~~non-U.S.~~related ~~persons~~to ~~(as~~its ~~that~~parent ~~term~~Nexaira ~~is defined in Regulation S of the Securities Act of 1933~~Wireless, asa ~~amended)~~Nevada corporation in anconnection ~~offshore~~with ~~transaction relying on Regulation S and/or Section 4(2) of~~ the ~~Securities~~Share ~~Act~~Exchange ~~of 1933, as amended (the “Act”)~~Agreement. ~~None~~ ofThe ~~the~~company’s ~~securities~~ability ~~offered~~to orutilize ~~sold~~its ~~under~~net ~~the~~operating ~~private~~loss ~~placement~~carryforwards ~~have been or will be registered under the Act and none of them~~ may be ~~offered~~subject orto ~~sold~~limitation inprovided ~~the~~under ~~United~~IRC ~~States~~382. ~~absent~~Management ~~registration~~believes ~~or an applicable exemption from~~ the ~~registrations~~impact ~~requirements~~ of ~~the~~any ~~Act.~~limitation ~~Each~~ of ~~the~~net ~~securities~~operating ~~issued~~loss ~~will~~carryforwards beis ~~a “restricted security” under the Act and will be subject to a hold period under applicable U~~immaterial.~~S. and Canadian securities laws.~~

On January 18, 2010 the Company received $100,000 in connection with a non-brokered private placement that has not yet closed, however prior to closing, the Company is entitled to treat the funds as an interest free loan and use the proceeds16. In ~~addition,~~COMMITMENTS onAND ~~January 18, 2010, the Company received a short-term working capital loan totaling $100,000 at 12% interest per annum, payable on demand to a third party.~~CONTINGENCIES

~~F-27~~Operating Leases

~~ITEM~~The 9Company leases its San Diego, California facilities totaling approximately 10,000 square feet, under non-cancelable operating leases, with term converting to month-to-month effective January 31, 2010. ~~CHANGES~~Current INminimum ~~AND~~monthly ~~DISAGREEMENTS~~payments ~~WITH~~total ~~ACCOUNTANTS~~$12,130 ONunder ~~ACCOUNTING~~the ~~AND~~lease ~~FINANCIAL~~agreements, ~~DISCLOSURE~~with provision for annual increases. Effective January 1, 2011 the Company consolidated its operations to approximately 5,000 square feet of space at the monthly of rate $7,445 under a month-to-month agreement. See Note 18 – Subsequent Events.

On ~~January~~February 49, 2010, asthe ~~disclosed~~Company inentered ~~our~~into ~~current~~a ~~report~~12-month ~~on Form 8~~non-Kcancelable aslease ~~filed~~for ~~with~~its ~~the~~Midwest ~~Securities~~sales ~~and~~office ~~Exchange~~calling Commission on January 4, 2010, Manning Elliott LLP, Chartered Accountants (“Manning Elliott”), was dismissed as our principal independent accountant, and on January 4, 2010, we engaged, BDO Seidman, LLP as our principal independent accountant to audit our company’s consolidated financial statements for ~~our~~monthly ~~company’s~~payments ~~new fiscal year end~~ of ~~October 31~~$1, ~~as previously disclosed~~200. ~~The decision to appoint BDO Seidman, LLP was approved by our board of directors and audit committee.~~

In ~~connection~~February ~~with~~2010, the ~~change~~Company ofalso ~~accountants~~entered ~~from~~into ~~Manning~~a ~~Elliott~~ month-to-month ~~BDO~~rental ~~Seidman~~agreement for its corporate offices in Vancouver, ~~there~~British ~~were~~Columbia. noThe ~~disagreements~~office space comprises of ~~the~~approximately ~~type~~2,300 ~~described~~square infeet ~~Item~~and ~~304~~calls for base monthly rental payments of $3,960 (a$4,035 Canadian Dollars)~~(1)(iv)~~, ofplus ~~Regulation~~a Spro-K.rata share of common area expenses.

~~ITEM 9A(T). CONTROLS AND PROCEDURES.~~ F-29

~~Disclosure~~On ~~Controls~~June ~~and~~27, ~~Procedures~~2008, the Company entered into a into a 12-month lease for additional corporate housing calling for monthly payments of $2,950. The lease converted to month-to-month effective July 1, 2009 at the rate of $3,050 per month. The Company terminated this lease effective August 31, 2010.

~~Disclosure~~Annual ~~controls~~future ~~and~~minimum ~~procedures~~payments ~~are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted~~ under the ~~Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission'~~Company’s ~~rules~~operating ~~and~~lease ~~forms.~~agreements ~~Disclosure~~as ~~controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act~~ of ~~1934~~October ~~is accumulated and communicated to management~~31, ~~including~~2010 ~~our~~are ~~president,~~as ~~to allow timely decisions regarding required disclosure.~~follows:

As2011 ~~required~~$ ~~by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934~~4, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being October 31, 2009. Our president and our chief financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of October 31, 2009. 800

~~Based~~Total onrent ~~this~~expense ~~evaluation,~~for ~~these~~the ~~officers~~years ~~concluded~~ended ~~that, as of~~ October 31, ~~2009,~~2010 ~~these disclosure controls~~ and ~~procedures~~2009 ~~were not effective to ensure that the information required to be disclosed by our company in reports it files or submits~~ under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our companyCompany’s ~~management,~~operating ~~including~~lease ~~our~~agreements ~~president~~was $238,120 and ~~chief financial officer~~$201,189, ~~to allow timely decisions regarding required disclosure~~respectively.

The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below under the heading, “Management’ s Remediation Initiatives”. Contingencies

~~Because~~From oftime to time, the ~~inherent~~Company ~~limitations~~becomes involved in ~~all~~various ~~control systems~~investigations, noclaims ~~evaluation~~and legal proceedings that arise in the ordinary course of ~~controls~~business. ~~can~~These ~~provide~~matters ~~absolute~~may ~~assurance~~relate ~~that~~to ~~all~~product ~~control~~liability, ~~issues~~employment, ifintellectual ~~any~~property, ~~within~~tax, ~~our~~regulation, ~~company~~contract ~~have~~or ~~been~~other ~~detected~~matters. ~~These~~The ~~inherent~~resolution ~~limitations~~of ~~include~~these ~~the~~matters ~~realities~~as ~~that~~they ~~judgments~~arise will be subject to various uncertainties and, even if such claims are without merit, could result in ~~decision-making~~the ~~can~~expenditure beof ~~faulty~~financial and ~~that~~managerial ~~breakdowns~~resources. ~~can~~While ~~occur~~unfavorable ~~because~~outcomes are possible, based on available information, the Company generally does not believe the resolution of ~~simple~~these ~~error~~matters will result in a material adverse effect on the business, consolidated financial condition, or ~~mistake~~results of operations.

2417. 401(k) PLAN

~~Management’s~~The ~~Report~~Company established a 401(k) defined contribution retirement savings plan under which eligible U.S. employees may choose to defer a portion of their eligible compensation on a pre-tax basis, subject to certain IRS limitations. The 401(k) Plan qualifies under Section 401(k) of the United States Internal ~~Control~~Revenue ~~over~~Code ~~Financial~~of ~~Reporting~~1986, as amended. The Company may at its sole discretion match employee contributions. The Company did not make matching contributions during the year ended October 31, 2010.

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting~~18. SUBSEQUENT EVENTS

The ~~term~~Company ~~“internal~~has ~~control~~evaluated ~~over~~subsequent ~~financial~~events, ~~reporting”~~as is defined ~~as a process designed~~ by, orASC ~~under the supervision of~~855, ~~the~~formerly ~~registrant’s~~SFAS ~~principal executive officer~~165, or“Subsequent ~~persons performing similar functions~~Events,” ~~and~~through ~~effected by~~ the ~~registrant’s~~date ~~board~~that ~~of directors, management and other personnel, to provide reasonable assurance regarding~~ the ~~reliability of~~ financial ~~reporting and the preparation of financial~~ statements ~~for~~are ~~external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:~~issued.

	(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.

Note Payable to Vendor

~~Under~~On ~~the~~January ~~supervision~~13, of2011, ~~our~~the ~~new~~Company ~~president~~entered ~~and~~into ~~chief~~a ~~financial~~Debt ~~officer,~~Settlement ~~being~~and ~~our~~Subscription ~~principal~~Agreement ~~financial~~with ~~officer,~~a wevendor. ~~conducted~~Under anthe ~~evaluation~~terms of the ~~effectiveness of our internal control over financial reporting as of October 31~~agreement, ~~2009 using~~ the ~~criteria~~Company ~~established~~issued into ~~Internal~~the ~~Control—Integrated~~vendor ~~Framework~~1,500,000 ~~issued~~and by2,357,406 ~~the~~shares ~~Committee~~ of ~~Sponsoring~~common ~~Organizations~~stock of the ~~Treadway~~Company ~~Commission~~at ~~(COSO).~~a ~~This~~deemed ~~evaluation~~price ~~included~~of ~~review~~$0.10 ofand ~~the~~$0.20 ~~documentation~~per ofshare, ~~controls~~respectively, ~~evaluation~~as offull ~~the~~settlement ~~design~~of ~~effectiveness~~$150,000 ofand ~~controls~~$471,481, ~~testing~~respectively, of the ~~operating~~outstanding ~~effectiveness~~debt ofand ~~controls~~accrued ~~and~~interest athereon ~~conclusion~~as onof ~~this~~January ~~evaluation~~13, 2011. ~~Based~~Effective onthe ~~this~~closing ~~evaluation,~~date ~~our~~of ~~management~~the ~~concluded~~transaction ~~our~~the ~~internal~~Company ~~control~~will ~~over~~record ~~financial~~a ~~reporting~~gain ~~was~~on ~~not~~the ~~effective~~early asextinguishment atof ~~October~~the ~~31,~~debt ~~2009.~~totaling $231,016.

APrivate material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of our internal control over financial reporting as of October 31, 2009, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:Placement

	(1)	certain entity level controls establishing a “tone at the top” were considered material weaknesses. Prior to October 26, 2009 the company did not have an audit committee and there was an inadequate amount of review by management of the financial statement reporting process. A code of ethics had not been established and policies regarding fraud and whistleblowers were not in place;
	(2)	inadequate segregation of duties and effective risk assessment;
	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and
	(4)	inadequate security and restricted access to computers, including insufficient disaster recovery plans.

On December 17, 2010, the Company closed a private placement of 8,600,000 shares of common stock at a purchase price of $0.10 per share for aggregate proceeds of $860,000. The Company issued 3,000,000 shares to two non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and 5,600,000 shares to nine U.S. persons pursuant to Rule 506 of Regulation D and/or Section 4(2).

These control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been prevented or detected on a timely basis. As a result of the material weaknesses described aboveAdditionally, ~~we concluded that we did not maintain effective internal control over financial reporting as of October 31~~1,400,000 ~~2009~~warrants ~~based~~were ~~on criteria established in Internal Control—Integrated Framework~~ issued byas ~~COSO.~~a ~~Our~~placement ~~new~~fee ~~management, board of directors~~ and ~~audit committee are currently evaluating remediation plans~~ for ~~the~~ongoing ~~above~~investment ~~deficiencies. During~~banking ~~the~~and ~~period~~other ~~covered~~financial byadvisory ~~this~~services ~~annual report on Form 10-K, we have not been able~~ to ~~remediate~~three ~~the weaknesses described above~~U. ~~However,~~S. wepersons ~~plan~~pursuant to ~~take~~Rule ~~steps~~506 toof ~~enhance~~Regulation D and/or ~~improve~~Section ~~the~~4(2). ~~design~~The ofwarrants ~~our~~are ~~internal~~exercisable ~~control~~at ~~over~~a ~~financial~~strike ~~reporting. Our~~price ~~proposed~~equal ~~plans~~to ~~are~~US$0.28 ~~set~~per ~~out~~share ~~below~~until ~~under~~November ~~the heading~~18, ~~“Management’s Remediation Initiatives”~~2013.

25The effect of the issuance of the private placement transactions were not included in calculation of basic and diluted loss per share at October 31, 2010, which would be approximately ($0.07) per share had the issuance of private placement transaction been included.

~~Changes in Internal Controls~~F-30

AsStock ~~discussed~~Options ~~above,~~and weWarrants ~~conducted~~to anRelated evaluation of the effectiveness of our internal control over financial reporting during our most recent fiscal quarter ending October 31, 2009 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation using the criteria established, our management concluded that our internal controls over financial reporting were not effective as of October 31, 2009. Party

~~Management~~On November 7, 2010, 1,129,034 stock options granted to a Lender and related party in November 2008 in connection with the Convertible Loan Agreement expired. On January 14, 2011 the company granted 1,129,034 warrants to purchase 1,129,034 shares of the Company’s ~~Remediation~~common ~~Initiatives~~stock at the exercise price of $0.20 per share, expiring on January 15, 2013. The Company will recognize the fair value of the change under the Black-Scholes model totaling $55,809 effective December 17, 2010. See Note 7 – Bridge Credit Facility and Convertible Debenture.

~~Although~~On ~~our~~January ~~company~~14, ~~has~~2011, ~~been~~the ~~unable~~Board toof ~~meet~~Directors extended the ~~standards~~expiry ~~under~~dates ~~COSO~~of ~~because~~warrants, ofissued in August 2009 in connection with the ~~limited~~borrowing of funds ~~that~~for ~~have~~working ~~been~~capital ~~available~~purposes, from January 15, 2011 to aJanuary ~~company~~15, of2013.The ~~our~~funds ~~size~~were provided by 0840386 B.C. Ltd. and/or ~~stage~~its ofnominees, ~~development~~0793296 B.C. Ltd, weand ~~are~~0885084 ~~committed~~Alberta Inc., a company related to ~~improving~~the ~~our~~Company’s ~~financial~~Chief ~~organization~~Executive Officer, Chief Financial Officer, and other third party investors. See Note 12 – Working Capital Loans from Related Parties.

On October 26, 2009, we established an audit committee consisting of four directors, two of whom are independent directors, who will oversee the establishment and monitoring of required disclosure controls and procedures and internal control over financial reporting. The audit committee is directed to: review the scope, cost and results of the independent audit of our books and records; review the results of the annual audit with management; review the adequacy of our accounting, financial and operating controls; recommend annually to the board of directors the selection of the independent registered accountants; consider proposals made by the independent registered chartered accountants for consulting work; and report to the board of directors, when so requested, on any accounting or financial matters. We will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function and (3) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.F-31

26ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We On ~~will~~January ~~continue~~4, to2010, ~~monitor~~as ~~and~~disclosed ~~evaluate~~in ~~the effectiveness of~~ our ~~disclosure~~current ~~controls~~report ~~and procedures and our internal control over financial reporting~~ on anForm ~~ongoing~~8-K ~~basis~~as ~~and~~filed ~~are~~with ~~committed~~the toSecurities ~~taking further action~~ and ~~implementing~~Exchange ~~additional~~Commission ~~enhancements~~on orJanuary ~~improvements~~4, as2010, ~~necessary~~Manning ~~and~~Elliott ~~as funds allow. However~~LLP, ~~because~~Chartered ofAccountants ~~the~~(“Manning ~~inherent limitations in all control systems~~Elliott”), nowas ~~evaluation~~dismissed ofas ~~controls~~our ~~can~~principal ~~provide~~independent ~~absolute~~accountant, ~~assurance~~and ~~that~~on ~~misstatements~~January ~~due~~4, to2010, ~~error~~we orengaged, ~~fraud~~BDO ~~will~~Seidman, ~~not~~LLP ~~occur~~as orour ~~that~~principal ~~all~~independent ~~control~~accountant ~~issues~~to ~~and~~audit ~~instances of fraud, if any, within~~ our company’s ~~have~~annual ~~been~~consolidated ~~detected. These~~financial ~~inherent~~statements ~~limitations~~for ~~include~~ the ~~realities~~year ~~that~~ending ~~judgments~~October in31, ~~decision~~2009. ~~making~~BDO ~~can~~USA, beLLP ~~faulty~~were ~~and~~reappointed ~~that~~for ~~breakdowns~~the ~~can~~current ~~occur~~year ~~because~~by ofour ~~simple~~shareholders ~~error~~at orour ~~mistake.~~annual ~~The~~shareholders’ ~~design~~meeting ofheld ~~any system of controls is based in part~~ on ~~certain~~June ~~assumptions about the likelihood of future events~~22, ~~and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions~~2010. ~~Projections of any evaluation of controls effectiveness to future periods are subject to risks.~~

~~Attestation~~In ~~Requirement~~connection with the change of accountants from Manning Elliott to BDO USA, there were no disagreements of the type described in Item 304(a)(1)(iv) of Regulation S-K.

~~This~~ITEM ~~annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting~~9A(T). ~~Our~~ ~~management’s~~CONTROLS ~~report~~AND on internal controls over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only a management’s report in this annual reportPROCEDURES.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being October 31, 2010. Our president and our chief financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of October 31, 2010.

Based on this evaluation, these officers concluded that, as of October 31, 2010, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our president and chief financial officer, to allow timely decisions regarding required disclosure.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive officer, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.

Under the supervision of our chief executive officer and chief financial officer, being our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 31, 2010 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at October 31, 2010.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of our internal control over financial reporting as of October 31, 2010, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

	(1)	inadequate segregation of duties and effective risk assessment;
	(2)	insufficient staff knowledge for which complex accounting transactions not determined and recorded on a timely basis;
	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and
	(4)	inadequate security and restricted access to computers, including insufficient disaster recovery plans.

Changes in Internal Controls

As discussed above, we conducted an evaluation of the effectiveness of our internal control over financial reporting during our most recent fiscal year end using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation using the criteria established, our management concluded that our internal controls over financial reporting were not effective as of October 31, 2010.

Management’s Remediation Initiatives

Although our company has been unable to meet the standards under COSO because of the limited funds that have been available to a company of our size and stage of development, we are committed to improving our financial organization. Under the corporate governance practices underway, the Board of Directors and management are indentifying ways to reduce the risk of the possibility that a material misstatement is prevented or detected on a timely basis.

As indicated in last year’s annual report, on October 26, 2009, we established an audit committee consisting of four directors, two of whom are independent directors, who oversee the establishment and monitoring of required disclosure controls and procedures and internal control over financial reporting. Effective January 25, 2011, a more comprehensive Audit Committee Charter was adopted, a copy of which is attached as Exhibit 99.1 to this Report. Messrs. Grey, Weinert, Sampson and Proceviat have acted as the members of the audit committee. Messrs. Grey and Weinert are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) or National Instrument 52-110 as adopted by the British Columbia Securities Commission. The audit committee is directed to: review the scope, cost and results of the independent audit of our books and records; review the results of the annual audit with management; review the adequacy of our accounting, financial and operating controls; recommend annually to the board of directors the selection of the independent registered accountants; consider proposals made by the independent registered chartered accountants for consulting work; and report to the board of directors, when so requested, on any accounting or financial matters.

It is our plans for 2011, to undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) augment our staff knowledge to ensure timely reporting and disclosure of complex accounting transactions and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Attestation Requirement

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report on internal controls over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only a management’s report in this annual report.

ITEM 9B. OTHER INFORMATION.

None.

PART III


ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers, Promoters and Control Persons

InOur connection with the closing of the share exchange agreement with Nexaira, Slawek Kajko resigned as our president, secretary, treasurer and director, and Edward Dere resigned as our vice-president and director, effective September 29, 2009. As of November 10, 2009, our directors and executive officers are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Mark Sampson	President, Chief Executive Officer and Director	5354	September 29, 2009
Ralph Proceviat	Chief Financial Officer and Director	5960	September 29, 2009
Brad Weinert	Director	5051	September 29, 2009
James Grey	Director	6263	September 29, 2009
Garry Bourns	Director	49	September 29, 2009
Michael Donnell	Director	51	May 18, 2010
Bernard Parkinson	Director	56	September 29, 2009

Term of Office

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

2733

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which they were employed.

Officers and Directors

Mark Sampson, President and CEO, Director

Mr. Sampson has been a director of our company since September 29, 2009. He has over 20 years of executive management experience in the telecommunications and information technology sectors with data and Internet companies such as AT&T Canada and Telus Advanced Communications and has served as president and chief executive officer of both public and private companies. He was appointed president and a director of Nexaira Inc., our company’s wholly owned subsidiary, in May of 2008 and chief executive officer in August 2008. From August 2007 to ~~date~~the present, he has been a ~~partner~~principal at Level 10 Capital Corp. From December 2005 to January 2007 he served as president and chief executive officer of GEM Solutions Inc. and from December 2003 to December 2005 he was president and chief executive officer of IP Applications Ltd.

~~Ralph~~From ~~Proceviat~~December 2005 to January 2007, ~~Chief~~Mr. ~~Financial~~Sampson ~~Officer~~was Chairman and CEO of GeM Solutions Inc., ~~Director~~a publicly traded US company that built and sold security software at the enterprise level to assist companies in controlling security and/or policy abuses regarding electronic communication including email, instant messaging and web surfing. From December 2003 to December 2005, Mr. Sampson was president and CEO of IP Applications Corp., a publicly traded Canadian company that provides business solutions online to Application Service Providers (ASP's) and corporations that use the Internet / Intranet to conduct their business.

We believe Mr. ~~Proceviat~~Sampson’s is20 ~~a Chartered Accountant with more than 25~~ years of ~~business~~ experience in ~~diverse~~the ~~industries~~telecommunications ~~including~~and ~~high~~software technology, ~~telecommunications~~sector, ~~real~~culminating ~~estate~~in ~~development~~his ~~and~~service ~~brokerage~~as ~~and~~our ~~manufacturing.~~company’s Hepresident ~~has~~and ~~held~~CEO, ~~various~~gives ~~executive~~him ~~positions~~in-depth ~~with~~knowledge ~~public~~of ~~and~~our ~~private~~company’s ~~organizations~~business ~~operating~~and ~~throughout~~an ~~the~~understanding ~~United~~of ~~States~~operational and ~~Canada.~~strategic Hematters ~~was~~impacting ~~appointed~~our ~~chief~~company. ~~financial~~Mr. ~~officer~~Sampson’s ofexperience ~~Nexaira~~with ~~Inc.~~venture incapital ~~May~~financing, ~~2008~~private ~~and~~equity isinvestments aand ~~member~~acquisitions ofalso ~~its~~provides ~~board~~additional ofinsight ~~directors.~~to Hethe ~~has~~Board ~~been~~regarding ~~the~~business ~~president~~and management of ~~Level~~technology ~~10 Capital Corp~~companies. ~~since May 2007~~Mr. ~~From~~Sampson ~~2001~~currently toserves ~~2005,~~as hea ~~was~~member of the ~~chairman~~Audit and ~~president~~Finance ~~of ThrillTime Entertainment International, Inc~~Committee.~~, a publicly traded company.~~

~~Brad~~Ralph ~~Weinert~~Proceviat, Chief Financial Officer, Director

Mr. ~~Weinert~~Proceviat has ~~more~~been ~~than~~a 27director ~~years~~of our company since September 29, 2009. He is a chartered accountant and is a member of ~~experience~~the inCanadian Institute of Chartered Accountants (CICA) and the ~~high-technology~~BC ~~industry~~Institute inof ~~including~~Chartered ~~wireless~~Accountants. ~~data~~He ~~networking,~~has ~~computer~~more ~~software,~~than ~~local~~25 ~~and~~years ~~wide~~of ~~area~~business ~~networking~~experience in diverse industries including high technology, telecommunications, ~~online~~real ~~commerce~~estate development and ~~computer~~brokerage ~~hardware~~ and ~~peripherals~~manufacturing. inHe ~~both~~has held various executive positions with public and private ~~companies.~~organizations Heoperating ~~most~~throughout ~~recently~~the ~~served~~United asStates ~~President~~and ~~for~~Canada. ~~Novatel~~He ~~Wireless~~was ~~from~~appointed ~~August~~chief ~~2007~~financial toofficer ~~December~~of ~~2008~~Nexaira ~~and~~Inc., asour ~~acting~~company’s ~~CEO~~wholly ~~from~~owned ~~November~~subsidiary, ~~2006~~in toMay ~~August~~2008 ~~2007,~~and ~~Chief~~is ~~Operating~~a ~~Officer~~member ~~(November~~of ~~2006~~its toboard ~~August~~of ~~2007); Sr~~directors. ~~Vice~~He ~~President~~has ofbeen ~~Business~~the ~~Development~~president ~~(March~~of ~~2003~~Level to10 ~~April~~Capital ~~2006)~~Corp. since May 2007.

~~James~~In ~~Grey~~November 2001, ~~Director~~Mr. Proceviat joined ThrillTime Entertainment International, Inc. as its chief financial officer to provide financial and business leadership to the board of directors and members of the senior management team operating out of Texas, Colorado and Utah. In July 2002, he was appointed chairman, president and treasurer of our company as well as chairman, president and treasurer of its two US subsidiaries operating out of Salt Lake City, Utah. ThrillTime (prior to its change of name and business) was a publicly traded (Canada and the US) manufacturer and designer of patented thrill rides, earning revenue through ride sales and licensing fees. Mr. Proceviat was responsible for leading the business, finance, regulatory filings, corporate governance, marketing and operational strategies for the organization from November 2001 to April 2005.

~~Mr.~~From ~~Grey~~June is2000 ato ~~veteran~~June IT2001, ~~and~~Mr. ~~Telecom~~Proceviat ~~executive~~was ~~with~~the ~~over~~chief 30financial ~~years~~officer offor ~~business~~NxGen ~~development~~Networks, ~~experience~~Inc., ~~for~~a ~~companies~~publicly ~~including~~traded ~~Radiant~~U.S. ~~Communications~~telecommunications ~~(RCN.V),~~company BCbased ~~Telecom~~in Denver, ~~Telus~~Atlanta and ~~IBM~~Portland. AsHe ~~CEO~~led ofall ~~Radiant,~~finance ~~Jim~~and ~~led~~legal ~~the~~aspects ~~company~~of ~~from~~this apublic ~~start~~company upincluding tothe ~~one~~preparation of ~~Profit~~its ~~Magazine’s~~business ~~fastest~~plan, ~~growing~~managing ~~companies~~a ~~reaching~~reverse ~~27th~~merger, ~~position~~SEC inreporting, ~~2004.~~setting ~~Mr.~~up ~~Grey~~headquarters, ~~left~~hiring ~~Radiant~~staff inand ~~October~~the ~~2005~~ultimate assale ~~President~~of ~~and~~our ~~CEO after 51/2 years~~company.

~~Garry~~Mr. ~~Bourns~~Proceviat’s extensive operational and financial experience in businesses spans a wide spectrum of industries. Along with his knowledge of public accounting and financial reporting rules and regulations, ~~Director~~Mr. Proceviat advises our Board of Directors on financial and business matters including venture capital financing and private equity investments. Mr. Proceviat currently serves as a member of the Audit and Finance Committee. We believe Mr. Proceviat is qualified to serve on our Board of Directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his education and business experiences as described above.

Mr. Bourns brings over 19 years of experience in wireless and GPS technology with both public and private companies, including extensive success initiating and growing new wireless data businesses in emerging markets. Prior to founding Nexaira in 2004, Mr. Bourns led business development for Wavecom Inc. in San Diego, where he was responsible for North American carrier relations including significant distribution deals with Sprint, Verizon, AT&T, Rogers and Canada Bell.34

~~Bernard~~James ~~Parkinson~~Grey, Director

Mr. ~~Parkinson~~Grey ~~brings~~has 20been ~~years~~a director of ~~experience~~our incompany ~~corporate~~since ~~general~~September ~~management~~29, ~~and operations~~2009. ~~Prior~~He tois ~~founding~~a ~~Nexaira~~veteran inIT ~~2004~~and hetelecom ~~held~~executive ~~the~~with ~~position~~over of30 ~~Director~~years of ~~Business~~business ~~Development~~development ofexperience ~~Bell~~for ~~West~~companies ~~Inc.~~including (aRadiant ~~wholly~~Communications, ~~owned~~BC ~~subsidiary~~Telecom, ofTelus ~~BCE~~and ~~Inc~~IBM.) ~~from~~Although ~~2000~~retired tosince October 2005, Mr. HeGrey’s ~~currently~~experience ~~holds~~in the ~~position~~telecommunication ofand information technology sector and his leadership experience gained by holding the chief executive and executive vice president positions in high profile telecommunication companies, gives him in-depth knowledge of our company’s business and ~~CEO~~an understanding of ~~Platinum~~operational ~~Communications~~and astrategic ~~TSX~~matters ~~Venture~~impacting ~~Exchange~~our company. Mr. Grey’s experience in business and financial management with publicly traded companies provides additional insight to the Board.

28From 1999 to October 2005, Mr. Grey was with Radiant Communications. As CEO he managed several rounds of venture financing and took the company public on the Toronto Stock Exchange Venture market. From 1993 to 1999, Mr. Grey was vice president for BC Telecom, where he developed the Data and Internet Services group. In 1996, he assumed responsibility for the regulated Data Services business before co-leading the merger with TELUS in 1999. During this time he also started and chaired the boards of subsidiary companies focused on providing value added services in healthcare and electronic commerce. As executive vice president and president of Advanced Communications he led the Telus expansion of services across Canada. Prior to BC Telecom, Mr Grey had an extensive career with IBM culminating with him being GM for western Canada responsible for the software and services business. Mr. Grey has been active as a board member throughout his career for many private and public companies including Accenture, British Columbia Institute of Technology (BCIT) and Junior Achievement. He was a board member and Chair of NCompass Labs who were purchased by Microsoft in 2000. Mr. Grey currently sits on the board of directors of five companies. He holds a Bachelor of Commerce degree from the University of Manitoba. He majored in accounting and was a gold medalist in auditing.

~~Sherrill~~We ~~Aspin~~believe Mr. Grey is qualified to serve on our Board of Directors because of his knowledge of our company’s history and current operations, ~~Secretary~~which he gained from working for our company as described above, in addition to his education and business experiences as described above.

~~Ms.~~George Aspin has more than 30 years of business experience spanning a number of industries in the private and public sectors. Ms. Aspin completed the Canadian Securities Course through the Canadian Securities Institute in 1981 and in 1995 she completed the Corporate Governance of VSE Issuers Course through Simon Fraser University, B.C. ~~She~~(Brad) was appointed Corporate Secretary of Nexaira Inc. in February 2009 and has been responsible for all corporate governance and administrative functions for the portfolio investments under the Level 10 Capital group of companies since March 2007. From April 1994 to January 2005 she was the corporate secretary and a director of ThrillTime Entertainment InternationalWeinert, ~~Inc., a publicly traded company.~~Director

~~Directorships~~Mr. Weinert has been a director of our company since September 29, 2009. He brings over 25 years of professional management experience in a variety of high-technology market segments including wireless data networking, computer software, local and wide area networking, telecommunications, online commerce and computer hardware and peripherals. He served as president for Novatel Wireless from August 2007 to December 2008 and as acting CEO from November 2006-2007. While at Novatel,, Mr. Weinert held increasingly responsible positions, including chief operating officer (November 2006 to August 2007), and senior vice president of business development (March 2003 to April 2006). From February 1999 to December 2001, he worked for Novatel in product management and corporate strategy capacities and was responsible for developing the IPO road show, technology & product roadmap, corporate strategy, corporate marketing, strategic partnerships and business development.

~~Except~~From January 2002 to March 2003, Mr. Weinert served as ~~disclosed~~COO ~~herein~~of ~~none~~Okbridge, an Internet gaming and software company. From February 1998 to February 1999, he was vice president product management at IVasion/RouterWare Inc. where he oversaw the design, development and delivery of ~~our~~all ~~directors~~commercial ~~are~~and ~~either~~OEM ~~board~~networking ~~members~~products. orMr. ~~officers~~Weinert received a Bachelor of ~~any~~Science ~~publicly~~in ~~traded~~Business ~~companies~~Administration ~~worldwide~~from San Diego State University.

Name of Director	Name of Reporting Issuer	Exchange	Term
Bernard Parkinson	Platinum Communications Corporation	TSX Venture Exchange	May 2009 to Present

The Board of Directors has concluded that Mr.Weinert should serve as Chairman of the Board of Directors of our company because of his 25 years of professional management experience, including holding the key positions of chief executive officer and chief operating officer of a publicly traded company. Mr. Weinert’s experience in high technology and his educational background in business administration bring to the Board in-depth insight into the technology and business issues affecting our company. Mr. Weinert currently serves as a member of the Audit and Finance Committee.

~~Family~~Michael ~~Relationships~~Donnell, Director

~~There~~Mr. ~~are~~Donnell nohas ~~family~~been ~~relationships~~a ~~among~~director of our ~~directors~~company since May 18, 2010. He has more than 25 years of experience leading public and ~~officers~~private telecommunications and software companies ranging in size from start-up phase to organizations with 2,500 employees. He has also provided market development, business planning and financing advice to a number of firms in the telecommunications, hardware and software sectors. He graduated from Central Oklahoma University with a Bachelor of Business Administration degree.

~~Significant Employees of Nexaira, Inc.~~35

~~Carl~~From ~~Silva~~September 2008 to August 2009 he was president and CEO of Sutus, ~~Chief~~a ~~Scientist~~venture backed start-up developing a converged IT and ~~Vice~~telephony ~~President~~appliance combining a VoIP PBX, file server, email server, router, firewall, wireless access point, and VPN remote access server. He was recruited by our board of ~~Technology~~directors to resolve significant manufacturing and software development issues and to rationalize the distribution, supply chain, and channel strategies.

~~Mr. Silva has over 24 years of experience in the telecommunications and high tech industries, in business development, software engineering and systems engineering.~~ From ~~July~~September 2006 to ~~May~~June ~~2008,~~2009 Mr. ~~Silva~~Donnell was president and ~~chief~~CEO ~~executive officer~~ of ~~Cognigen~~New ~~Business~~Global ~~Systems,~~Telecom ~~Inc., a joint venture of ABP and Cognigen Networks, Inc.~~ (~~NASDAQ: CNGW~~NGT), ~~formed~~a ~~for~~wholesale ~~the~~provider ~~purpose~~ of ~~providing~~VoIP ~~broadband~~ services tofor ~~the~~commercial ~~quick service retail industry~~accounts. From ~~May~~August 2003 to ~~July 2006, Mr. Silva was a founder and senior managing partner of Anza Borrego Partners, a management consulting firm. From July 1998 to~~ May ~~2003,~~2005 he was ~~senior vice-~~president ~~of SAIC’s Converged Network Professional services organization~~ and ~~from~~CEO ~~September~~of ~~1994~~Zi ~~to June 1998~~Corp., hea ~~was~~publicly ~~with~~traded ~~Telcordia~~US ~~Technologies.~~software ~~Mr.~~development ~~Silva~~technology ~~also~~company ~~has~~focused ~~been~~on aintegrating ~~member~~embedded ofsoftware ~~the~~products ~~board~~for ofelectronic ~~directors of Onstream Media (NASDAQ: ONMS) since July 2006~~devices.

~~Rusty~~Mr. ~~Wright~~Donnell’s professional management experience in both public and private telecommunications and software companies makes him uniquely qualified to serve as a director of our company. Mr. Donnell brings tremendous strength to our company having held the key position of chief executive officer of both publicly traded and private companies. Mr. Donnell’s past and current involvement providing market development, ~~Vice~~business ~~President~~planning and financing advice to a number of ~~Marketing~~firms in the telecommunications, hardware and ~~Products~~software sectors, will provide great depth and in-sight into the technology and business issues facing our company.

~~Mr.~~Sherrill ~~Wright has been in the data communications industry for over 25 years~~Aspin, serving in a wide degree of functions including engineering, operations, marketing, sales and consulting. Mr. Wright’s consulting firm was hired by Nexaira in February 2008 and he accepted the position of vice president of marketing and product with Nexaira in June 2008. From January 2006 until February 2007, he was senior vice-president at GEM Solutions. He held senior management positions at Netifice from June 2003 to August 2005, as well as at Cerberus, Yipes and most notably, as vice president of data sales for AT&T Canada.Secretary

JRMs. ~~Yakel~~Aspin has more than 30 years of business experience spanning a number of industries in the private and public sectors. Ms. Aspin completed the Canadian Securities Course through the Canadian Securities Institute in 1981 and in 1995 she completed the Corporate Governance of VSE Issuers Course through Simon Fraser University, ~~Vice~~B.C. ~~President~~She was appointed Corporate Secretary of ~~Sales~~our company and its subsidiaries in February 2009. She has been responsible for all corporate governance and administrative functions for the portfolio investments under the Level 10 Capital group of companies since March 2007. From April 1994 to January 2005 she was the corporate secretary and a director of ThrillTime Entertainment International, Inc., a publicly traded company.

Mr. Yakel has more than 15 years of experience in wireless and networking industries, including senior sales positions at Novatel and Sprint. He was appointed vice-president of sales of Nexaira in August 2007. From July 2006 to August 2007, he served as major account manager into Sprint for Novatel Wireless and from 2000 to 2006, he held vendor management positions with Sprint.Directorships

~~Tracy~~None ~~Bolton,~~of ~~CPA,~~our ~~Vice~~directors ~~President~~are ~~Finance~~either ~~and~~board ~~Controller~~members or officers of any publicly traded companies worldwide.

~~Ms.~~Family Bolton is a Certified Public Accountant with an extensive background in accounting, auditing, Sarbanes-Oxley compliance. She has over 22 years experience, including nine years experience in public accounting, at both a "Big 4" and local firms serving in audit, litigation and accounting service capacities most recently in controllership capacities for both publicly and privately held companies.Relationships

29There are no family relationships among our directors and officers.

~~Involvement~~Board inLeadership ~~Certain~~Structure ~~Legal~~and ~~Proceedings~~Role in Risk Management

~~Our~~Mark ~~directors,~~Sampson ~~executive~~President ~~officers,~~and ~~promoters,~~Chief ~~and~~Executive ~~control~~Officer ~~persons~~(member ~~have~~of ~~not~~the ~~been~~Audit ~~involved~~Committee) inRalph ~~any~~Proceviat Chief Financial Officer (member of the ~~following~~Audit ~~events~~Committee) ~~during~~Brad Weinert Chairman of the ~~past~~Board ~~five~~and ~~years:~~Independent director (member of the Audit Committee) James Grey Independent director (Chairman of the Audit Committee) Michael Donnell Independent director

1.Our ~~any~~Board ~~bankruptcy~~of ~~petition~~Directors ~~filed~~has bydetermined orthat ~~against~~the ~~any~~positions ~~business~~ of ~~which~~principal ~~such person was a general partner or~~ executive officer ~~either~~and atChairman ~~the time~~ of the ~~bankruptcy~~Board orshould ~~within~~be ~~two~~held ~~years~~by ~~prior~~two toseparate ~~that time; 2~~individuals. ~~any~~The ~~conviction~~Chairman inof athe ~~criminal~~Board ~~proceeding~~is ~~or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree,~~ not ~~subsequently~~an ~~reversed,~~officer ~~suspended or vacated,~~ of ~~any~~our ~~court~~company of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Securities and ~~Exchange~~can ~~Commission~~therefore orbe ~~the~~deemed ~~Commodity Futures Trading Commission~~ to ~~have~~our ~~violated~~company’s alead ~~federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated~~director.

~~Audit~~Mr. ~~Committee~~Brad Weinert currently serves as the Chairman of the Board of Directors. Mr. Mark Sampson serves as President and Chief Executive Officer.. The Board of Directors believes that the separation of the role of Chairman of the Board from that of the President and Chief Executive Officer provides the preferred form of leadership for our Company. The Board of Directors believes Mr. Sampson’s position as President and Chief Executive Officer encourages clear accountability and effective decision-making, and provides strong leadership for our company’s employees and other stakeholders. All three independent directors are actively engaged in shaping the Board of Director’s agenda and our Company’s strategy.

Our board of directors established an audit committee on October 26, 2009. Following this date, Messrs. Grey, Weinert, Sampson and Proceviat have acted as the members of the audit committee. Messrs. Grey and Weinert are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) or National Instrument 52-110 as adopted by the British Columbia Securities Commission. The audit committee is directed to: review the scope, cost and results of the independent audit of our books and records; review the results of the annual audit with management; review the adequacy of our accounting, financial and operating controls; recommend annually to the board of directors the selection of the independent registered accountants; consider proposals made by the independent registered chartered accountants for consulting work; and report to the board of directors, when so requested, on any accounting or financial matters. The board of directors adopted its charter for the audit committee on October 26, 2009.36

Mr. Ralph Proceviat serves as Chief Financial Officer and Director of our company. He is also a member of the Audit Committee. ~~Financial~~Mr. ~~Expert~~Jim Grey, an independent director is Chairman of the Audit Committee

~~Our~~Significant ~~board~~Employees of ~~directors~~Nexaira, ~~has determined that our company has two audit committee financial experts serving on the audit committee~~Inc.

~~James~~Robert ~~Grey~~Young, Executive Vice President Sales and Marketing

Mr. ~~Grey~~Young has amore ~~Bachelor~~than 25 years of ~~Commerce~~experience ~~degree~~in Telecommunications and ~~has~~Aerospace/Defense Systems industries. Bob recently served onas ~~the~~Executive ~~Board~~Vice President of ~~Directors~~Business Development, Sales and Marketing for CrimeReports.com which grew to over 500 new customers in the US, Canada, and the UK under his leadership. Prior to that, Mr. Young was Executive Vice President of World Wide Sales and Marketing at HelloSoft Incorporated. HelloSoft is a ~~number~~global company in the software and IP market space with over 150 employees. As the Senior Vice President and General Manager of ~~public~~the Global Telecommunications Group within SAIC, Mr. Young was responsible for strategic direction, sales and ~~private~~marketing ~~companies~~and won numerous awards in SAIC’s federal and commercial telecommunications business. In this position at SAIC, ~~often~~Mr. Young managed 3500 people on four continents and was the Executive Sponsor for clients such as aSBC, ~~member~~Qwest, orBell ~~chair~~South and The County of ~~the~~San ~~finance~~Diego. ~~committee~~During his tenure at SAIC, Mr. Young directed investments in 13 telecommunications companies with SAIC’s Venture Capital Corporation, including Nuera Systems, Granite Systems, Packet Video, Solect, and numerous others.

~~Ralph~~Prior ~~Proceviat~~to SAIC, Mr. Young served as the Vice President for Global Services at Viasoft. He was responsible for revenue growth of $35M and for managing more than 200 employees in 55 countries.

~~Mr.~~As ~~Proceviat~~Project isManagement aExecutive ~~Chartered~~at ~~Accountant~~IBM ~~with~~Global ~~more~~Services ~~than~~he 25managed ~~years~~and directed the development and implementation of ~~business~~complex ~~experience~~networking and ERP software projects with a staff of over 200 personnel in ~~diverse~~IBM’s ~~industries~~Global ~~including~~Services ~~high~~organization. ~~technology,~~Prior ~~telecommunications~~to IBM he spent 10 years with Lockheed Martin, ~~real~~where ~~estate~~for ~~development~~he was the Program Office Director for the F-22’s Weapon System Integrity Program. He managed and ~~brokerage~~directed an engineering and ~~manufacturing.~~support staff of more than 450 engineers.

~~Nomination~~Mr. ~~Procedures~~Young ~~For~~has ~~Appointment~~a Bachelor’s degree from the College of ~~Directors~~William and Mary and a Master’s degree in Engineering from Oklahoma State University and is a registered Professional Engineer and certified Project Management Professional.

AsCarl ~~of October 31~~Silva, ~~2009,~~Chief weScientist ~~had~~and ~~not~~Vice ~~effected~~President ~~any material changes to the procedures by which our shareholders may recommend nominees to our board~~ of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.Technology

~~Code~~Mr. Silva has more than twenty years of ~~Ethics~~diversified experience in telecommunications, networking and high technology. As Senior Managing Partner and Founder with Anza Borrego Partners from 2004-2006, he designed a new VoIP Information Security (INFOSEC) practice for NextiraOne, a $500M privately-held firm specializing in PBX and VoIP. Carl was one of the founding members of VOIPSA.org. In July 2006, Carl Founded Cognigen Business Systems, Inc. (CBSi), a managed services provider for VoIP, broadband wireless, DSL and video surveillance systems for the Small to Mid-Size Retail Marketplace. At CBSi, Carl designed a VoIP and broadband strategy and architecture to provide VoIP, broadband and Point of Sale backup services for Subway franchise locations. CBSi was acquired by Anza Borrego Partners, Inc. in September 2007.

OnFrom ~~October 30~~1996-2003, ~~2009,~~Carl ~~our~~held ~~company~~the position of Senior Vice President (reporting directly to the CEO) at Science Applications International Corporation (SAIC) where he managed SAIC’s ~~board~~converged ofnetwork ~~directors~~business, ~~adopted~~formulating ainvestment ~~Code~~strategy and venture capital expenditures. Carl served on the Boards of ~~Ethics~~seven ~~and~~companies, ~~Business~~managed ~~Conduct~~over ~~that~~300 ~~applies~~professionals, toincluding engineers, ~~among~~sales ~~other~~people, ~~persons~~program managers, ~~our~~project ~~company’s~~managers ~~president~~and subcontractors and ~~chief~~was ~~executive~~responsible ~~officer~~for ~~(being~~Converged ~~our~~Network ~~principal~~Deployment ~~executive~~and ~~officer)~~Applications. He also had full P&L responsibilities for $42M a year in systems integration projects. Carl developed and ~~our~~implemented ~~company’~~SAIC's ~~chief~~VoIP ~~financial~~and ~~officer~~converted ~~(being~~networks ~~our~~technology ~~principal~~systems ~~financial~~integration ~~officer~~business, ~~and~~serving ~~principal~~a ~~accounting~~broad ~~officer)~~range of clients, asincluding: ~~well~~the asWhite ~~persons~~House ~~performing~~Communications ~~similar~~Agency, ~~functions~~Clark County School District and Brown Brothers Harriman. AsCarl ~~adopted~~directed SAIC's investment in several startup companies including Solect, ~~our~~a ~~Code~~successful ofIP ~~Ethics~~billing ~~and~~company ~~Business~~which ~~Conduct~~was ~~sets~~acquired ~~forth~~by ~~written~~AMDOCS ~~standards~~for ~~that~~$1.3B ~~are~~(netting ~~designed~~a to$425M ~~deter~~profit ~~wrongdoing~~for SAIC). Carl is fluent in English, French, Spanish and toconversational ~~promote:~~Portuguese.

30Mr. Silva holds a BS in Math and Computer Science from the University of New Hampshire

1.Rusty Wright, Vice President of Marketing and Products

~~honest~~Mr. ~~and~~Wright ~~ethical~~has ~~conduct~~been in the data communications industry for over 25 years, serving in a wide degree of functions including engineering, operations, marketing, sales and consulting. Mr. Wright’s consulting firm was hired by Nexaira in February 2008 and he accepted the ~~ethical~~position ~~handling~~of vice president of ~~actual~~marketing orand ~~apparent~~product ~~conflicts~~with ofNexaira ~~interest~~in ~~between~~June ~~personal~~2008. From January 2006 until February 2007, he was senior vice-president at GEM Solutions. He held senior management positions at Netifice from June 2003 to August 2005, as well as at Cerberus, Yipes and ~~professional~~most ~~relationships;~~notably, as vice president of data sales for AT&T Canada.

2.37

~~full,~~Mr. ~~fair,~~Wright ~~accurate,~~has ~~timely,~~been ~~and~~in ~~understandable~~the ~~disclosure~~data incommunications ~~reports~~industry for over 25 years, providing leadership and ~~documents~~vision ~~that~~during wethe ~~file~~introduction ~~with,~~of ordatacom ~~submit~~services to, the ~~Securities~~North ~~and~~American ~~Exchange~~marketplace. ~~Commission~~Rusty ~~and~~has been successful in ~~other~~a ~~public~~wide ~~communications~~range ~~made~~of byroles ~~us;~~including Engineering, Operations, Marketing and Sales.

3Most recently, Rusty was Sr. Vice President of Sales for GEM Solutions. Previously, he has held Sr. Management positions at Netifice, Yipes and most notably, as Vice President of Data Sales for AT&T Canada (which merged with MetroNet) where he grew data revenues from start-up to $70M a year. Previously, Rusty spent 15 years at US West in Sales, Marketing and Engineering organizations. During his tenure, Frame Relay Services grew from $1.5 to $150M in annual revenue. Rusty also contributed to the development and successful marketing of the Self Healing Network Services which went on to become an industry standard for private line transport services (and to generate $100Ms in annual sales).

~~compliance~~Prior ~~with~~to ~~applicable~~US ~~governmental laws~~WEST, ~~rules~~Wright was part of InteCom’s engineering and ~~regulations;~~marketing teams, during the development the first integrated Voice Data PBX. Previously, he was part of Xerox’s National Field Operation team supporting the original launch of the Ethernet data communications standard.

4.JR Yakel, Vice President of Sales

~~the~~Mr. ~~prompt~~Yakel ~~internal~~has ~~reporting~~more ofthan ~~violations~~15 years of ~~the~~experience ~~Code~~in ofbusiness ~~Ethics~~analysis, technical and ~~Business~~networking ~~Conduct~~functions, toincluding anthe ~~appropriate~~last ~~person~~10 orin ~~persons~~the ~~identified~~wireless intelecommunications ~~the~~industry. ~~Code~~As VP of ~~Ethics~~Sales for Nexaira, Inc. he has rebuilt the team to increase sales, attract new partners and ~~Business~~distributors, ~~Conduct;~~expand market penetration and develop channel awareness.

5From 2006-2007, he was Sales Manager with Novatel Wireless supporting the Sprint Nextel account – where he met and exceeded his quarterly $23 million quota four consecutive quarters, averaging over $40 million per quarter. From 1999-2006, he held various positions with Sprint selling External Data Devices, telemetry products and modules. He served as Manager of software development (Connection Manager Development) where he oversaw all Lab Certification efforts and Vendor Manager for all OEM’s including Sierra Wireless, Novatel Wireless, Pantech, UTStarcom, Growell USA (formally known as Yiso), Wavecom, Ericson and Motorola.

~~accountability~~From 1997-1999, as Information Systems Manager for ~~adherence~~Tensile toDesigns, Inc., he built out the ~~Code~~company’s ofentire ~~Ethics~~IT network infrastructure from the ground up and implemented Remote Access Services (RAS), Virtual Private Network (VPN) connectivity and video conferencing between Kansas City, MO and Sydney Australia. From 1988-1997 he worked in the prefabricated metal building industry as a Design and Business ~~Conduct~~Analyst for Butler Manufacturing.

~~Our~~William ~~Code~~R. ~~of Ethics and Business Conduct requires~~Neale, ~~among other things~~BASc, ~~that all of our company’s personnel shall be accorded full access to our president~~MBA, ~~secretary~~PEng ~~and~~– ~~treasurer~~Vice ~~and~~President ~~our chief financial officer with respect to any matter which may arise relating to the Code~~ of ~~Ethics and~~ Business ~~Conduct.~~Development ~~Further,~~– all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Ethics and Business Conduct by our president, secretary and treasurer or our chief financial officer.Canada

InMr. ~~addition,~~Neale ~~our~~has ~~Code~~over ofthirty ~~Ethics~~years ~~and~~of ~~Business~~experience ~~Conduct~~in ~~emphasizes~~the ~~that~~telecommunications ~~all~~industry ~~employees,~~working ~~and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent~~ with ~~generally~~Carriers ~~accepted~~all ~~accounting~~over ~~principles,~~North ~~and federal, provincial and state securities laws~~America. ~~Any~~Bill ~~employee~~has ~~who~~been ~~becomes~~directly ~~aware~~involved ofin ~~any~~service ~~incidents~~and ~~involving~~product ~~financial or accounting manipulation or other irregularities~~development, ~~whether by witnessing the incident or being told of it~~operations, ~~must~~business ~~report~~development ~~it to his or her immediate supervisor or to our company’s president, secretary~~ and ~~treasurer.~~marketing Iffor ~~the~~a ~~incident~~broad ~~involves~~spectrum ~~an alleged breach~~ of ~~the~~telecom ~~Code~~technologies ofincluding ~~Ethics~~wireline/wireless and ~~Business~~fiber ~~Conduct~~optics ~~by the president~~networking, ~~secretary~~voice and ~~treasurer,~~data ~~the~~switching ~~incident~~as ~~must~~well ~~be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated~~ as aIP ~~severe~~Networking ~~disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Ethics~~ and ~~Business~~Enterprise ~~Conduct~~applications.

~~Section~~Since ~~16(~~2000 Mr. Neale has been President and CEO of William R. Neale & Associates Ltd., a company that provides business and product advisory services to companies in Western Canada and the US. Some of these projects included the development of integrated VOIP and Soft Switch Technologies/Service. Mr. Neale has held senior management roles in Telus Advanced Communications (formerly BCTel), ~~Beneficial~~including ~~Ownership~~Vice ~~Reporting~~President ~~Compliance~~of National Data Solutions. While with Telus, he provided the architecture for North America’s first Asynchronous Transfer Mode (ATM), High Speed Network with an imbedded IP structure for the delivery of IP based Enterprise Solutions to the desktop. From 1976 to 1985 Mr. Neale was with Northern Telecom and Bell Northern Research responsible for development and market introduction of Nortel’s first Urban Digital Loop Carrier System.

~~Section~~Mr. ~~16(a)~~Neale ofreceived ~~the~~a ~~Securities~~BASc ~~Exchange~~in ~~Act~~Engineering ofPhysics ~~1934~~from ~~requires~~Ottawa ~~our~~University ~~executive~~in ~~officers~~1976 and ~~directors ,~~ his ~~and~~MBA ~~persons~~in ~~who~~1980. ~~own~~He ~~more~~is ~~than~~a ~~10%~~Professional ofEngineer, a ~~registered~~past ~~class~~director of ~~our equity securities to file with~~ the ~~Securities~~Canadian ~~and~~Association ~~Exchange Commission initial statements~~ of ~~beneficial~~Internet ~~ownership~~Providers (CAIP), ~~reports of changes in ownership~~ and ~~annual~~SIMTECH ~~reports~~(an ~~concerning~~advanced ~~their~~simulation ~~ownership~~technology ofconsortium). ~~our common stock and other equity securities, on Forms 3, 4 and 5 respectively~~Mr. ~~Executive~~ ~~officers,~~Neale ~~directors~~is ~~and~~a ~~greater~~member ~~than~~in ~~10%~~good ~~shareholders~~standing ~~are~~of ~~required by~~ the ~~SEC~~Association ~~regulations to furnish us with copies~~ of ~~all~~Professional ~~Section~~Engineers ~~16(a)~~in ~~reports~~British ~~that~~Columbia ~~they~~and ~~file~~Ontario.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with , with the exception of the following:38

Name/Position	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
Mark Sampson	3	6	None
Ralph Proceviat	2	8	None
Garry Bourns	1	2	None
Brad Weinert	1	1	None
Bernard Parkinson	1	1	None
James Grey	1	1	None
Sherrill Aspin	2	3	None
Carl Silva	1	1	None
JR Yakel	1	1	None
Rusty Wright	1	1	None

Involvement in Certain Legal Proceedings

31Our directors, executive officers, promoters, and control persons have not been involved in any of the following events during the past ten years:

~~ITEM~~- 11any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; - any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); - being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or - being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. ~~EXECUTIVE~~- ~~COMPENSATION~~being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or - being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~The~~Audit ~~following table shows the compensation received by our executive officers for the periods indicated:~~Committee

~~Summary~~Our ~~Compensation~~board ~~Table~~of directors established an audit committee on October 26, 2009. The board of directors adopted its charter for the audit committee on October 26, 2009. Effective January 25, 2011, a more comprehensive Audit Committee Charter was adopted, a copy of which is attached as Exhibit 99.1 to this Report. Messrs. Grey, Weinert, Sampson and Proceviat have acted as the members of the audit committee. Messrs. Grey and Weinert are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) or National Instrument 52-110 as adopted by the British Columbia Securities Commission. The audit committee is directed to: review the scope, cost and results of the independent audit of our books and records; review the results of the annual audit with management; review the adequacy of our accounting, financial and operating controls; recommend annually to the board of directors the selection of the independent registered accountants; consider proposals made by the independent registered chartered accountants for consulting work; and report to the board of directors, when so requested, on any accounting or financial matters.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen-sation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Slawek Kajko President, Secretary and Treasurer(1)	2009 2008	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Edward Dere Vice President(2)	2009 2008	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Nexaira Executives and Directors (3)
Mark Sampson, President, CEO and Director	2009 2008	240,000(4) 90,398(4)	Nil Nil	Nil Nil	3,965(7) 26,500(7)	Nil Nil	Nil Nil	Nil Nil	243,965 116,898
Ralph Proceviat CFO, Treasurer and Director	2009 2008	180,000(5) 90,398(5)	Nil Nil	Nil Nil	2,643(7) 17,667(7)	Nil Nil	Nil Nil	Nil Nil	182,643 108,065
JR Yakel Vice President of Sales	2009 2008	147,692 88,154	Nil Nil	Nil Nil	1,322(7) 17,083(7)	Nil Nil	Nil Nil	40,004(6) 116,708(6)	189,018 221,945

Audit Committee Financial Expert

(1)	Slawek Kajko resigned as director and from all officer positions held effective as of September 29, 2009.
(2)	Edward Dere resigned as director and vice-president effective as of September 29, 2009.
(3)	The information provided for Nexaira officers and directors relates to the 12 months of its fiscal year ending October 31, 2009 and the twelve month period ended October 31, 2008.
(4)	This compensation was paid by way of a monthly consulting fee paid to Level Ten Corporate Services, Inc., a Canadian company, pursuant to a Consulting Management Services Agreement with NexAira Inc. In turn Level Ten Corporate Services, Inc paid fees to a Canadian company owned or controlled by Mark Sampson. Consulting fees for the year ended October 31, 2008 commenced February, 2008. Of the $240,000 fees for 2009, $102,300 remains unpaid.
(5)	This compensation was paid by way of a monthly consulting fee paid to Level Ten Corporate Services, Inc, a Canadian company owned or controlled by Ralph Proceviat, pursuant to a Consulting Management Services Agreement with NexAira Inc. Consulting fees for the year ended October 31, 2008 commenced February, 2008. Of the $180,000 fees for 2009, $76,725 remains unpaid.
(6)	Fees paid to JR Yakel from November 1, 2008 to January 31, 2008 were paid by way of a monthly consulting fee paid to a company owned or controlled by JR Yakel. Effective February 1, 2008, Mr. Yakel’s status changed to that of an employee. Other compensation consists of commissions.
(7)	The value of the stock-based compensation is determined by using the Black-Scholes model, with the following assumptions: a weighted average expected life of 3 years, expected volatility of 50% to 60%, risk free interest rates of 1.31% to 2.89% and expected dividend yield of 0%.

Our board of directors has determined that our company has two audit committee financial experts serving on the audit committee.

32James Grey

~~Outstanding~~Mr. ~~Equity~~Grey ~~Awards~~has ata ~~Fiscal~~Bachelor ~~Year-End~~of Commerce degree and has served on the Board of Directors for a number of public and private companies, often as a member or chair of the finance committee.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
	OPTION AWARDS					STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unxercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date ($)	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares of Units of Stock that Have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($)
Slawek Kajko President, Secretary and Treasurer(1)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Edward Dere Vice President(2)	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Mark Sampson, President, CEO and Director	1,312,500	Nil	Nil	$0.15	July 17, 2013	Nil	Nil	Nil	Nil
Ralph Proceviat CFO, Treasurer and Director	875,000	Nil	Nil	$0.15	July 17, 2013	Nil	Nil	Nil	Nil
JR Yakel Vice President of Sales	525,000	Nil	Nil	$0.15	July 17, 2013	Nil	Nil	Nil	Nil

OnRalph September 28, 2009, our company’s board of directors adopted our 2009 Stock Option Plan by unanimous consent resolution, with effectiveness of the Plan conditional upon stockholder approval. Under the Plan, eligible employees, consultants, and such other persons, other than directors, subject to tax in the United States who are not eligible employees, may receive awards of “non-qualified stock options.” Also under the Plan, individuals who, at the time of the option grant, are employees of our company or any related company, as defined in the Plan, who are subject to tax in the United States, may receive “incentive stock options,” and non-United States residents may receive awards of “options.” The purpose of the Plan is to retain the services of valued key employees, directors, officers and consultants and to encourage such persons with an increased incentive to make contributions to our company. The aggregate number of shares of our company’s common stock with respect to which stock options may be granted under the Plan shall not exceed 15,000,000 shares. In general, if awards under the Plan are for any reason cancelled, or expire or terminate unexercised, the shares covered by such options will again be available for the grant of awards under the Plan. As of October 31, 2009 the following options have been granted under the Stock Option Plan, the exercise of which are conditional upon stockholder approval of the Plan:Proceviat

33Mr. Proceviat is a Chartered Accountant with more than 25 years of business experience in diverse industries including high technology, telecommunications, real estate development and brokerage and manufacturing.

Name/Position	Number of Options Granted(1)
Mark Sampson, President, CEO and Director	1,312,500
Ralph Proceviat, Chief Financial Officer and Director	875,000
0793296 BC Ltd.	1,129,034(2)
Sherrill Aspin, Corporate Secretary	175,000
JR Yakel, Vice President of Sales	525,000
Rusty Wright, Vice President of Marketing and Products	875,000
Carl Silva, Chief Scientist and Vice President of Technology	700,000
Executive Group	5,591,534
James Grey	437,500
Brad Weinert	437,500
Non-Executive Director Group	875,000
Non-Executive Officer Employee Group	3,062,500

Nomination Committee For Appointment of Directors

(1)	All of the options listed in the table above expire on July 17, 2013 and have an exercise price of $0.15 per share, with the exception of the options described in Note (2) below.
(2)	0793296 BC Ltd. is a company owned or controlled by Ralph Proceviat. These options have an exercise price of $0.20 per share and expire on November 7, 2010.

As of October 31, 2010, we have not established an ad hoc Nomination Committee for the appointment of directors. It is our intention to establish a Nomination Committee prior to our next annual stockholders meeting. While the board is preparing to adopt the a charter for the nomination committee, our board of directors has determined that the current members of the board are qualified and have the necessary experience to provide our company with good corporate governance guidelines and practices. We have not affected any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a formal policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

.Board’s Role in Risk Oversight

~~Compensation~~Our Board of Directors plays an active role in our company’s risk oversight and is responsible for overseeing the processes established to report and monitor systems that mitigate material risks applicable to our company. Such oversight is facilitated in large part by the Audit Committee, which receives reports from management, the internal audit team and our company’s independent registered public accounting firm regarding audit procedures, accounting and financial controls, disclosure controls, financial risk assessment and risk management. The Audit Committee discusses our major risk exposures and the steps that have been taken to monitor and control such exposures with management. In addition, members of our company’s management may also report directly to the Board of Directors on significant risk management issues.

WeCode ~~have approved a policy~~ of compensating our non executive directors for their service in their capacity as directors at a nominal $1,000 per month plus out-of-pocket expenses. During the fiscal year ended October 31, 2009, $43,000 was accrued of which $1,000 was paid to one director. We may reimburse our directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Ethics

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings Option Awards ($)	All Other Compen-sation ($) ($)	Total ($)
Slawek Kajko President, Secretary and Treasurer(1)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Edward Dere Vice President(2)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Jim Grey Director	$7,000	Nil	$316	Nil	Nil	Nil	$7,316
Garry Bourns Director	$11,000	Nil	Nil	Nil	Nil	Nil	$11,000
Bernard Parkinson Director	$7,000	Nil	Nil	Nil	Nil	Nil	$7,000
Brad Weinert Director	$9,000	Nil	$316	Nil	Nil	Nil	$9,316

On October 30, 2009, our company’s board of directors adopted a Code of Ethics and Business Conduct that applies to, among other persons, our company’s president and chief executive officer (being our principal executive officer) and our company’s chief financial officer (being our principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Ethics and Business Conduct sets forth written standards that are designed to deter wrongdoing and to promote:

~~(1)~~- ~~Compensation~~honest ~~paid~~and toethical ~~each~~conduct, including the ethical handling of ~~Mark~~actual ~~Sampson~~or apparent conflicts of interest between personal and ~~Ralph~~professional ~~Proceviat~~relationships; is- ~~included~~full, ~~above~~fair, ~~under~~accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the ~~heading~~Securities ~~“Summary~~and ~~Compensation~~Exchange ~~Table”.~~Commission ~~Neither~~and ~~Mr.~~in ~~Sampson~~other ~~nor~~public ~~Mr.~~communications ~~Proceviat~~made ~~received~~by ~~compensation~~us; ~~for~~- ~~their~~compliance ~~services~~with asapplicable ~~directors~~governmental ~~during~~laws, rules and regulations; - the ~~fiscal~~prompt ~~year~~internal ~~ended~~reporting ~~October~~of ~~31,~~violations ~~2009~~of the Code of Ethics and Business Conduct to an appropriate person or persons identified in the Code of Ethics and Business Conduct; and - accountability for adherence to the Code of Ethics and Business Conduct

34Our Code of Ethics and Business Conduct requires, among other things, that all of our company’s personnel shall be accorded full access to our president, secretary and treasurer and our chief financial officer with respect to any matter which may arise relating to the Code of Ethics and Business Conduct. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Ethics and Business Conduct by our president, secretary and treasurer or our chief financial officer.

~~Employment~~In ~~Contracts~~addition, our Code of Ethics and ~~Termination~~Business Conduct emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of ~~Employment~~any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president, secretary and ~~Change~~treasurer. If the incident involves an alleged breach of the Code of Ethics and Business Conduct by the president, secretary and treasurer, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in ~~Control~~good ~~Arrangements~~faith the violation or potential violation of our company’s Code of Ethics and Business Conduct.

We have not entered into any employment agreement or consulting agreements with our directors and executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers. 40

~~Pension,~~Section ~~Retirement~~16(a) orBeneficial ~~Similar~~Ownership ~~Benefit~~Reporting ~~Plans~~Compliance

~~Effective~~Section ~~January~~16(a) 1,of ~~2008,~~the weSecurities ~~established~~Exchange aAct ~~401(k)~~of ~~defined~~1934 ~~contribution~~requires ~~retirement~~our ~~savings~~executive ~~plan~~officers ~~under~~and ~~which~~directors, ~~eligible~~and ~~U.S.~~persons ~~employees~~who ~~may~~own ~~choose~~more tothan ~~defer~~10% of a ~~portion~~registered class of ~~their~~our ~~eligible~~equity ~~compensation~~securities onto afile ~~pre-tax~~with ~~basis,~~the ~~subject~~Securities toand ~~certain~~Exchange ~~IRS~~Commission ~~limitations.~~initial ~~The~~statements ~~401(k)~~of ~~Plan~~beneficial ~~qualifies~~ownership, ~~under~~reports ~~Section~~of ~~401(k)~~changes ofin ~~the~~ownership ~~United~~and ~~States~~annual ~~Internal~~reports ~~Revenue~~concerning ~~Code~~their ownership of ~~1986,~~our ascommon ~~amended. Our~~stock ~~company~~and ~~may~~other atequity ~~its~~securities, ~~sole~~on ~~discretion~~Forms ~~match~~3, ~~employee~~4 ~~contributions~~and 5 respectively. We ~~did~~Executive ~~not~~officers, ~~make~~directors ~~matching~~and ~~contributions~~greater inthan 10% shareholders are required by the ~~year~~SEC ~~ended~~regulations ~~October~~to ~~31,~~furnish ~~2009~~us with copies of all Section 16(a) reports that they file.

~~There~~Based ~~are~~solely noon ~~arrangements~~our orreview ~~plans~~of inthe ~~which~~copies weof ~~provide~~such ~~any~~forms ~~other~~received ~~pension~~by us, ~~retirement~~ or ~~similar~~written ~~benefits~~representations ~~for~~from ~~directors~~certain orreporting ~~executive~~persons, ~~officers.~~we Webelieve ~~have~~that noall ~~material~~Section ~~bonus~~16(a) orfiling ~~profit~~requirements ~~sharing~~applicable ~~plans~~to ~~pursuant~~our toofficers, ~~which~~directors ~~cash~~and orgreater ~~non-cash~~than ~~compensation~~ten ispercent orbeneficial ~~may~~owners bewere ~~paid~~complied towith, ~~our~~with ~~directors~~the orexception ~~executive~~of ~~officers.~~the following:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


Name/Position	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
James Grey	1	1	None
Michael Donnell	1	1	None
Sherrill Aspin	1	1	None

~~Securities~~ITEM ~~Authorized~~11. ~~for~~EXECUTIVE ~~Issuance under Equity Compensation Plans~~ COMPENSATION.

~~Effective~~Compensation September 28, 2009, we adopted our 2009 Stock Option Plan. The following table sets outs certain information concerning securities reserved for issuance under the 2009 Stock Option Plan as of October 31, 2009:Committee

Plan Category	Number of common shares to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of common shares remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	N/A	N/A	N/A
Equity compensation plans not approved by security holders	9,529,034	$0.16	5,470,966
Total	9,529,034	$0.16	5,470,966

On January 25, 2011 our board of directors adopted a Compensation Committee Charter which defines the role and responsibilities of the Committee. The Compensation Committee has primary responsibility for discharging the Board’s responsibilities with respect to (i) setting the compensation of the Company's executive officers; (ii) overseeing the Company's equity-based plans; (iii) reviewing and making recommendations to the full Board regarding Board compensation; and (iv) performing such other duties and responsibilities as may be consistent with the provisions of this charter.

~~2009~~A ~~Stock~~copy ~~Option~~of ~~Plan~~our company’s Compensation Committee Charter is filed as Exhibit 99.2 to this annual report.

The following ~~description~~table ~~applies~~shows tothe ~~our~~compensation ~~2009~~received ~~Stock~~by ~~Option~~our ~~Plan~~executive ~~that~~officers ~~was~~for ~~adopted on September 28, 2009. 9,529,034 options have been granted under this plan as of~~ the ~~date~~periods ~~of this annual report on Form 10-K.~~indicated:

We have reserved for issuance an aggregate of 15,000,000 shares of common stock under the 2009 Stock Option Plan. This plan is intended to encourage directors, officers, employees and consultants to acquire ownership of common stock. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for our continued success and growth, to aid in retaining individuals who put forth such efforts, and to assist in attracting the best available individuals to our company in the future.


Summary Compensation Table
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (5)	Non- Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compen- sation ($)	Total ($)
Mark Sampson, President, CEO & Director	2010	240,000⁽¹⁾	Nil	Nil		Nil	Nil	Nil
Mark Sampson, President, CEO & Director	2009	240,000⁽¹⁾	Nil	Nil	3,965	Nil	Nil	Nil	243,965
Ralph Proceviat CFO, Treasurer & Director	2010	200,000⁽²⁾	Nil	Nil		Nil	Nil	Nil
Ralph Proceviat CFO, Treasurer & Director	2009	180,000⁽²⁾	Nil	Nil	2,643	Nil	Nil	Nil	182,643
Rusty Wright Vice President of Marketing & Products, Nexaira, Inc.	2010	174,519⁽³⁾	Nil	Nil	-	Nil	Nil	15,081	189,600
JR Yakel Vice President of Sales, Nexaira, Inc.	2010	139.502⁽⁴⁾	Nil	Nil	$3,602	Nil	Nil	5,192	148,296
JR Yakel Vice President of Sales, Nexaira, Inc.	2009	147,692	Nil	Nil	$1,322	Nil	Nil	40,004	189,018

Officers (including officers who are members of the board of directors), directors and other employees and consultants of our company, including our subsidiaries, will be eligible to receive options under the stock option plan. The committee will administer the stock option plan and will determine those persons to whom options will be granted, the number of options to be granted, the provisions applicable to each grant and the time periods during which the options may be exercised. No options may be granted more than ten years after the date of the adoption of the stock option plan.


(1)	This compensation reflects monthly consulting fees payable to Mark Sampson and/or his Canadian consulting company. Of the $580,000 fees for fiscal 2010 and 2009, Cdn. $393,791 remains unpaid.
(2)	This compensation reflects monthly consulting fees payable to Ralph Proceviat and/or his Canadian consulting company. Of the $380,000 fees for fiscal 2010 and 2009, Cdn. $287,025 remains unpaid.
(3)	This compensation reflects a gross salary of $174,519 of which $20,192 remains unpaid. Included in other compensation is a onetime moving allowance of $15,081.
(4)	This compensation reflects a gross salary of $139,500 of which $3,654 remains unpaid. Included in other compensation is commissions earned during fiscal 2010 and 2009.
(5)	The value of the stock-based compensation is determined by using the Black-Scholes model, with the following assumptions: a weighted average expected life of 2-3 years, expected volatility of 50% to 79.13%, risk free interest rates of .81% to 2.89% and expected dividend yield of 0%. The amounts in the Stock Awards column reflect the aggregate grant date fair value of the stock option awards granted in the respective fiscal year as computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures.

3541

~~Non-qualified~~Outstanding ~~stock~~Equity ~~options~~Awards will be granted by the committee with an option price equal to the fair market value of the shares of common stock to which the non-qualified stock option relates on the date of the grant. The committee may, in its discretion, determine to price the non-qualified option at aFiscal different price. In no event may the option price with respect to an incentive stock option granted under the stock option plan be less than the fair market value of such common stock to which the stock option relates on the date the stock option is granted.Year-End

Each option granted under the stock option plan will be exercisable for a term of not more than ten years after the date of grant. Certain other restrictions will apply in connection with this plan when some awards may be exercised. In the event of a change of control (as defined in the stock incentive plan); the date on which all options outstanding under the stock incentive plan may first be exercised will be accelerated. Generally, all options terminate 90 days after a change in control.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
	OPTION AWARDS					STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date ($)	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares of Units of Stock that Have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($)













Mark Sampson, President, CEO and Director	1,312,500	Nil	Nil	$0.15	July 17, 2013	Nil	Nil	Nil	Nil
Ralph Proceviat CFO, Treasurer and Director	875,000	Nil	Nil	$0.15	July 17, 2013	Nil

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