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

FORM 8-K

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

Date of Report (Date of earliest event reported) ~~May~~December 1630, 2011

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

Nevada
(State or other jurisdiction of incorporation)

000-53799
(Commission File Number)

20-8748507
(IRS Employer Identification No.)

~~#1404~~Suite –200 ~~510~~4170 ~~West~~Still ~~Hastings~~Creek ~~Street~~Drive, ~~Vancouver~~Burnaby, BC ~~V6B 1L8~~V5C 6C6(Address of principal executive offices and Zip Code)

(604) ~~682~~918-~~5629~~4262 Fax (604) 439-0217(Registrant’s telephone number, including area code)

~~N/A~~#1404 – 510 West Hastings Street, Vancouver, BC V6B 1L8(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 12.0104 ~~Entry~~Triggering ~~into~~Events that Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under and Off-Balance Sheet Arrangement

On ~~May~~December 167, 2011, Nexaira, Inc., ~~our~~(“Nexaira”) a wholly owned subsidiary of our company, ~~entered~~received ~~into~~a letter from a ~~Loan~~ ~~Agreement~~secured ~~with~~lender, Centurion Credit Funding LLC (~~the ‘Lender~~“Centurion”), ~~pursuant~~advising ~~to which~~us ~~the~~that ~~Lender~~Nexaira ~~provided~~is ain ~~$300,000~~default ~~bridge~~for ~~loan~~failing ~~(the~~to ~~“Bridge~~make ~~Loan”)~~a ~~and~~payment upwhen ~~to a $2~~due.2 ~~million~~The ~~revolving~~total ~~purchase~~amount ~~order~~past ~~financing~~due ~~loan~~of ~~(the~~$375,009.71 ~~“Revolving~~consists ~~Loan”)~~of $336,256.25 ~~The maturity~~in ~~date~~principal ~~for~~and ~~the~~$38,753.46 ~~Bridge~~in ~~Loan~~interest. isThe ~~October~~notice ~~24,~~provided ~~2011~~Nexaira ~~and~~with the ~~maturity~~opportunity ~~date~~to ~~for~~ resolve the ~~Revolving~~default ~~Loan~~by isDecember ~~May 16~~12, ~~2012~~2011. WeAt ~~executed~~this ~~the~~point, ~~Loan~~we ~~Agreement~~are ~~solely~~ in ~~connection~~ forebearance agreement discussions with ~~the~~Centurion ~~conversion~~and ~~provisions~~are attempting to obtain a rescission of the ~~Loan~~default ~~Agreement,~~notice ~~pursuant~~by ~~to which~~providing ~~any~~Centurion ~~obligations~~with ~~(including~~a ~~any~~partial ~~accrued~~payment ~~interest~~ and ~~fees)~~re-negotiating ~~owing~~an ~~under~~extension of the ~~Loan~~ ~~Agreement~~maturity ~~are~~date. ~~convertible~~There ~~into~~is ~~shares~~no ofguarantee ~~our~~that ~~common~~Centurion ~~stock~~and atNexaira anwill ~~conversion price~~be ~~equal~~able to ~~seventy~~resolve ~~(70)~~this ~~percent~~matter in a timely manner. The repayment of the ~~weighted~~past ~~average~~due ~~sale~~amount ~~price~~will ~~per~~be ~~share over~~contingent ~~the~~upon ~~thirty~~our ~~(30)~~company’s ~~day~~ability ~~period~~to ~~prior~~raise working capital to ~~the~~satisfy ~~conversion~~this ~~date~~obligation.

~~Outstanding~~In ~~advances~~a ~~under~~separate ~~the~~agreement, ~~Bridge~~our ~~Loan~~company ~~and~~is ~~the~~in ~~Revolving Loan~~discussions ~~bear~~with ~~interest~~another atlender, GEMINI MASTER FUND, LTD., the ~~rate~~holder of 36a certain 10% ~~per~~Convertible ~~annum.~~Note ~~Following~~in the ~~occurrence~~original ~~and during~~principal ~~the~~amount ~~continuance~~ of an$400,000.00, ~~event~~$50,000 of ~~default~~which ~~advances~~has ~~bear~~been ~~interest~~converted. atForebearance agreement discussions with Gemini Master Fund, Ltd. are taking place whereby it is contemplated that the ~~rate of~~original 46Convertible Note will be exchanged for a new 10% ~~per~~secured ~~annum~~Note that will be due January 31, 2012. There is no guarantee that GEMINI MASTER FUND, LTD. and our company will be able to resolve this matter in a timely manner. The repayment of the past due amount will be contingent upon our company’s ability to raise working capital to satisfy this obligation.

~~The~~At ~~Revolving~~this ~~Loan~~time, ~~provides~~our ~~for~~company ~~advances~~has ~~for~~engaged ~~inventory~~Reedland inCapital Partners LLC, an ~~amount~~ ~~equal~~Institutional toDivision ~~the~~of ~~initial~~Financial ~~deposit~~West ~~required~~Group, byto aassist ~~supplier~~management in ~~connection~~exploring ~~with the~~a ~~manufacture~~number ~~or supply~~ of ~~inventory~~options (aavailable ~~“Deposit~~to ~~Revolving~~it ~~Advance”).~~to ~~Any outstanding~~address ~~balance~~and ofrestructure ~~any~~its ~~Deposit~~past ~~Revolving Advance is due~~ and ~~payable~~ on-going ~~the earlier~~financial ~~of receipt of funds from the applicable customer or 120 days after the making of such Deposit Revolving Advance~~obligations. ~~The~~While ~~Revolving~~management ~~Loan~~has ~~also~~been ~~provides~~and ~~for advances~~continues ~~in an amount equal~~ to ~~the~~be ~~remaining~~in ~~amount~~negotiations ~~due~~and todiscussions awith ~~supplier~~its ~~for inventory~~lenders ~~manufactured~~and orstrategic ~~supplied~~investors, bymanagement ~~such~~has ~~supplier~~been (amaintaining ~~“Balance~~minimal ~~Revolving Advance”).~~operations ~~Any~~to ~~outstanding~~reduce ~~balance~~operating ofcosts ~~any Balance Revolving Advance shall be due~~ and ~~payable on the earlier of receipt of funds from the applicable customer or 60 days after the making of such Balance Revolving Advance~~liabilities.

~~Maturity of the Bridge Loan and the Revolving Loan may be accelerated if there is an event of default, as that term is defined in the Loan Agreement.~~SIGNATURES

InPursuant ~~connection~~to ~~with~~ the ~~Loan~~requirements ~~Agreement,~~of wethe ~~and~~Securities ~~our~~Exchange ~~subsidiaries, Nexaira,~~Act ~~Inc.~~of ~~and Nexaira Wireless (BC) Ltd.~~1934, ~~granted~~the ~~security~~registrant ~~over~~has ~~all~~duly ofcaused ~~our assets.~~this Wereport ~~and~~to ~~our~~be ~~subsidiary,~~signed ~~Nexaira~~on ~~Wireless~~its ~~(BC)~~behalf ~~Ltd.,~~by ~~guaranteed~~the ~~repayment of~~undersigned ~~all~~hereunto ~~obligations~~duly ~~owing under the Loan Agreement~~authorized.

~~Also~~NEXAIRA inWIRELESS connection with the Loan Agreement, we issued share purchase warrants to the Lender to acquire up to 15 million shares of our common stock, 4 million of which are immediately exercisable and 11 million of which become exercisable as to 1 million per month beginning on June 16, 2011 provided that there remains unpaid amounts under the Loan AgreementINC. All warrants become immediately exercisable if there is an event of default, as that term is defined in the Loan Agreement. Upon repayment of all obligations under the Loan Agreement, all share purchase warrants that have not yet become exercisable will expire. All warrants will be exercisable for a period of three years from the date that such warrants become exercisable. The exercise price is equal to the $0.10 subject to adjustment from time to time.

Please review the Loan Agreement, Security Agreement, Guaranty Agreement and Warrant, filed as exhibits to this Current Report on Form 8-K, for a complete description of all of the terms and conditions of the private placement.


By:	“Mark Sampson”

Name:	Mark Sampson
Title:	Chief Executive Officer
Dated:	December 30, 2011

~~Item~~ 2~~.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~

See Item 1.01 for details.

3.02 Unregistered Sales of Equity Securities.

On May 16, 2011, we entered into the Loan Agreement, pursuant to which any obligations (including any accrued interest and fees) owing under the Loan Agreement are convertible into shares of our common stock at an conversion price equal to seventy (70) percent of the weighted average sale price per share over the thirty (30) day period prior to the conversion date. The maturity date for the Bridge Loan is October 24, 2011 and maturity date for the Revolving Loan is May 16, 2012.

In connection with the Loan Agreement, we issued share purchase warrants to the Lender to acquire up to 15 million shares of our common stock, 4 million of which are immediately exercisable and 11 million of which become exercisable as to 1 million per month beginning on June 16, 2011 provided that there remains unpaid amounts under the Loan Agreement. All warrants become immediately exercisable if there is an event of default, as that term is defined in the Loan Agreement. Upon repayment of all obligations under the Loan Agreement, all share purchase warrants that have not yet become exercisable will expire. All warrants will be exercisable for a period of three years from the date that such warrants become exercisable.

The Lender is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended), and in entering into the Loan Agreement and issuing the share purchase warrants described above, we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

We also agreed to issue 350,000 warrants at an exercise price $0.15 per share to Reedland Capital Partners, as a commission in connection with the Loan Agreement.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
10.1	Loan Agreement, dated May 16, 2011, between Nexaira, Inc. and Centurion Credit Funding LLC.
10.2	Security Agreement between Nexaira Wireless Inc. and Centurion Credit Funding LLC.
10.3	Security Agreement between Nexaira Wireless (BC) Ltd. and Centurion Credit Funding LLC.
10.4	Guaranty Agreement between Nexaira Wireless Inc. and Centurion Credit Funding LLC.
10.5	Guaranty Agreement between Nexaira Wireless (BC) Ltd. and Centurion Credit Funding LLC.
10.6	Warrant, dated May 16, 2011 issued to Centurion Credit Funding LLC.

SIGNATURES

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

NEXAIRA WIRELESS INC.

By:	“Ralph Proceviat”
Name:	Ralph Proceviat
Title:	Chief Financial Officer
Dated:	May 19, 2011

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