UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2009

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

For the transition period from ______ to ______

Commission File Number: 001-32882

O2 SECURE WIRELESS, INC.

(Exact name of small business issuer as specified in its charter)

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

P.O. Box 49726 Atlanta, GA 30359	30071
(Address of Principal Executive Offices)	(Zip Code)

(678) 942-0684

(Issuer’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No

As of August 17, 2009, the Registrant had outstanding 31,065,284 shares of its Common Stock, no par value.

Table of Contents

PART I – FINANCIAL INFORMATION	4
Item 1. Financial Statements (Unaudited)	4-9
Item 2. Management Discussion and Analysis	10
Off-Balance Sheet Arrangements	12
Disclosure Regarding Forward Looking Statements and Safe Harbor	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	12
Item 4. Controls and Procedures	12
PART II - OTHER INFORMATION	13
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Submission of Matters to a Vote of Security Holders	13
Item 5. Other Information	13
Item 6. Exhibits	14

O2 SECURE WIRELESS, INC.
BALANCE SHEETS


	June 30, 2009			September 30, 2008
	(unaudited)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,546		$	1,404
Trade accounts receivable		9,115			27,928
Other current assets		4,460			12,897
TOTAL CURRENT ASSETS		19,121			42,229

EQUIPMENT, net of accumulated depreciation		201,005			275,766

OTHER ASSETS:
Restricted investment, at fair value		30,737			31,350
Deposits		-			11,250

	$	250,863		$	360,595

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	547,660		$	450,420
Notes payable - related party		64,800			64,800
Notes payable - unrelated party		38,789			-
Unsecured loans payable - related party		21,050			13,200
Accrued expenses - related party		27,356			23,472
Deferred revenue		-			3,675
TOTAL CURRENT LIABILITIES		699,655			555,567

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Preferred stock, no par value, 10,000,000 shares authorized,
-0- shares issued and outstanding		-			-
Common stock, no par value, 50,000,000 shares authorized,
31,065,284 and 31,065,284 shares issued and outstanding, respectively		3,274,847			3,204,803
Other capital		78,800			78,800
Accumulated (deficit)		(3,802,439	)		(3,478,575	)
Total Stockholders' Deficit		(448,792	)		(194,972	)

	$	250,863		$	360,595



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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


	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
REVENUES:
Network service revenues	$	70,499		$	132,319		$	235,798		$	376,448
Network component sales		1,966			2,117			3,893			5,811
Consulting and other		36,037			15,109			66,775			29,718

Total revenues		108,502			149,545			306,466			411,977

COSTS AND EXPENSES:
Cost of network service revenues		37,967			49,884			105,190			145,994
Cost of network component sales		408			379			2,605			2,887
Selling general and administrative:
Compensation		39,178			96,404			191,150			288,393
Professional services		17,131			12,431			74,888			280,666
Communications		7,004			10,093			25,386			29,059
Bad debt		45,003			-			52,925			-
Other		27,702			23,982			101,150			76,651
Loss on disposal of equipment		14,133			-			14,133			2,737
Depreciation expense		18,430			25,672			55,359			93,723

Total cost and expenses		206,956			218,845			622,786			920,110

OTHER INCOME (EXPENSE):
Interest income (expense), net		(1,315	)		(2,635	)		(7,543	)		(7,862	)

NET (LOSS)	$	(99,769	)	$	(71,935	)	$	(323,863	)	$	(515,995	)

BASIC AND DILUTED NET (LOSS)
PER COMMON SHARE		*			*		$	(0.01	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		31,065,284			28,065,284			31,065,284			27,816,461

* Less than $(0.01)

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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


	Nine Months Ended
	June 30,
	2009			2008
OPERATING ACTIVITIES:
Net (loss) from operations	$	(323,863	)	$	(515,995	)
Adjustments to reconcile net loss to net cash (used) provided by
operating activities:
Stock compensation expense		-			140,000
Stock option expense		70,043			68,824
Loss on disposal of equipment		14,133			2,737
Depreciation expense		55,359			93,723
Change in:
Accounts receivable		26,045			5,804
Other current assets		12,456			426
Other non-current assets		-			-
Accounts payable and accrued expenses		97,240			167,842
Accrued expenses - related party		3,884			46,135
Other payables - related party					3,500
Deferred revenue		(3,675	)		(27,153	)

NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES		(48,378	)		(14,157	)

INVESTING ACTIVITIES:
Purchase of equipment and capitalized installation costs		(3,731	)		(4,445	)
Proceeds from disposal of equipment		9,408			14,765
Investment income		613			317

NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES		6,290			10,637

FINANCING ACTIVITIES:
Proceed from notes payable - unrelated party		38,789			-
Proceeds from unsecured loan payable - related party		7,850			-

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		46,639			-

NET CHANGE IN CASH AND CASH EQUIVALENTS		4,551			(3,520	)

CASH AND CASH EQUIVALENTS, beginning of period		1,404			6,172

CASH AND CASH EQUIVALENTS, end of period	$	5,955		$	2,652



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

O2 SECURE WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED JUNE 30, 2009

(unaudited)

NOTE 1 – BASIS OF FINANCIAL STATEMENT PRESENTATION

Interim Financial Information. The accompanying unaudited financial statements of O2 Secure Wireless, Inc. (the “Company”) have been prepared in accordance with principles generally accepted in the United States of America for interim financial information and applicable rules of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended September 30, 2008. Operating results for the three months and nine months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2009.

NOTE 2 – GOING CONCERN

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained operating losses since inception, and it has been dependent upon private placements of stock and limited private lending to provide sufficient working capital in order to finance its operations.

The Company's ability to continue in existence is dependent upon developing additional sources of capital and/or achieving profitable operations. Management's plan is to raise capital through additional private offerings and financing initiatives, while actively seeking installation agreements with new customers under arrangements that will generate cash flow immediately upon activation of service and for which the customer will agree to subsidize installation costs, in addition to profitable sales of certain products for which it is an authorized distributor. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – PAYROLL TAXES

The Company continues to be delinquent in remitting payroll taxes and with payroll to certain individuals. The Company has included in the accrued expenses related to payroll taxes and estimate of the penalties associated with these delinquencies. It is possible that the Internal Revenue Service may seize the Company’s cash accounts or take other actions. Total unpaid payroll taxes including penalties were estimated to be approximately $153,000 at June 30, 2009.

NOTE 4 - NOTES PAYABLE

During the nine-month period ended June 30, 2009, the Company borrowed funds from an unrelated company in a series of notes due on demand after a date specified in the agreements. These due dates were not extended and, as of July 21, 2009, all of the notes are due on demand. The notes accrue interest at an annual rate of 1.0%, are unsecured, and are personally guaranteed by our former CEO, Craig Sellers. Principal and accrued interest on these notes totaled $38,789 at June 30, 2009. Imputed interest at an expected borrowing rate of 10% is not material to the financial statements.

NOTE 5 – RELATED PARTY TRANSACTIONS AND LOANS PAYABLE

During the three month period ended December 31, 2008, notes payable of $64,800 due to the father of our former CEO were extended to June 30, 2009. The notes have not been further extended. The notes continue to bear interest at 8%. Accrued interest owed to this party was $13,400 at June 30, 2009 which is included in accrued expenses – related party in the accompanying balance sheet.

During the nine month period ended June 30, 2009 our former CEO loaned the Company an additional $10,350. Total unsecured loans payable to related parties are $21,050 at June 30, 2009. These loans are non interest bearing, interest has not been imputed due to immateriality. Imputed interest at an expected borrowing rate of 10% is not material to the financial statements.

NOTE 6 – CONTINGENCIES

During the three months ended June 30, 2009, the landlord for the Company’s former office space filed suit over non-payment of approximately $11,000 the landlord claims the Company is obligated to pay under an agreement that was reached to terminate the Company’s office lease. This amount is included in accrued expenses in the accompanying June 30, 2009 balance sheet.

A former employee has filed suit against the Company for amounts due under his employment agreement, namely a penalty provided for in the agreement of approximately $140,000 in the event the Company failed to comply with certain terms. Management believes the Company had complied with all agreement terms, and accordingly this claim is without merit. The Company has not accrued any amounts relating to this contingency.

NOTE 7 – STOCKHOLDERS’ DEFICIT

On October 29, 2007, common stock options for 6.2 million shares were granted under the Plan to various employees, 4.5 million of which were awarded to our former CEO. The shares underlying these options are restricted because the Company has not yet filed Form S-8 to register the securities offered under the Plan. Under the Award Agreements, these option grants vest over graded three year period beginning one year after the grant date, with 1/3 of granted options vesting at the end of each completed service year. Non-vested option grants are subject to forfeiture if the grantees' employment terminates prior to vesting. Vested options for terminated employees are forfeited if options are not exercised by the expiration of the award period or 90 days following termination, whichever occurs first.

There were no stock options granted or exercised for the three and nine month period ended June 30, 2009. During the nine month period ended June 30, 2009, all remaining employees with outstanding option awards terminated employment with the Company. As a result two of the employees were given board approval for all shares to vest immediately and the exercise period extended. The remaining employees forfeited their options. No vested options were exercised by the terminated employees within the prescribed timeframe, resulting in forfeiture of all outstanding option awards. Stock option activity for the nine month period ended June 30, 2009 was as follows:

				Weighted
				Average
				Exercise
	Shares			Price
Outstanding at September 30, 2008		5,933,333		$	0.10
Granted		-			-
Exercised		-			-
Forfeited		(5,250,000	)		-
Outstanding at June 30, 2009		683,333			N/A

Exercisable at June 30, 2009		683,333			N/A
Remaining reserved for grant at June 30, 2009		8,416,667

The fair value of the stock options granted in the year ended September 30, 2008 was $302,090. The Company amortizes the estimated value of options granted to compensation on a straight-line basis over the service period required by the grantee to be fully vested. Compensation expense recorded during the three months and nine months ended June 30, 2009 was $22,535 and $70,043.

Item 2. Management Discussion and Analysis

The following discussion should be read in conjunction with the Company’s unaudited consolidated interim financial statements and related notes thereto included in this quarterly report and in the Company’s audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contained in the Company’s Form 10-K for the year ended September 30, 2008. Certain statements in the following MD&A are forward looking statements. Words such as "expects", "anticipates", "estimates" and similar expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

In the third quarter of fiscal year 2009, ended June 30, 2009, the Company’s billable revenues increased compared to the revenues collected in the previous quarter ended March 31, 2009. Expenses and accounts payable both significantly declined in the third fiscal quarter ended June 30, 2009 as compared to the previous quarter.

In the third quarter of fiscal year 2009, the Company posted its lowest net loss and its highest net margin since inception. Expense control is the primary reason for these results. However, revenue growth has not been satisfactory, and the Company has taken steps to address and remedy that situation.

The former CEO, Mr. Craig C. Sellars, resigned from O2 Secure Wireless, Inc. during the third fiscal 2009 quarter in order to pursue other opportunities. The former Executive Director of Marketing also left the Company during the quarter. Returning to O2 Secure Wireless, Inc. as CEO is Mr. Scott Conley, a Founder and former CEO of the Company. Mr. Conley assumed his duties as CEO immediately after the resignation of Mr. Sellars.

Under the leadership of Mr. Conley, the Company intends to implement a disciplined, aggressive and effective marketing strategy to increase customers and improve customer service and satisfaction. The primary business plan remains the same: to provide wireless Internet access in high density residential areas, college campuses, and small businesses.

The Company has been challenged since its inception by high expenses, but it continues to engage that challenge. The Company initially marketed to both the property owners and the residents of the property (the “Subscriber Model”). The Company now emphasizes direct marketing to the property owners, offering them a revenue sharing arrangement (the “Amenity” Model). Also, the Company initially paid up front for installations. Now, the Company shares installation costs with the property owners.

In the early years, and especially after becoming a publicly traded company, O2 Secure Wireless, Inc. incurred heavy debt mainly as a result of utilizing the professional services of Accountants, Attorneys, and Auditors. While these services were both necessary and beneficial to the Company, the cash flow did not match the fees. As a consequence, heavy debt for professional services rendered has accumulated on the Company’s balance sheet. The positive note here is that reliance by the Company on frequent outside professional service assistance has declined, and the rate of growth of the related debt has significantly diminished. The Company intends to work out payment plans with its professional services providers to eliminate the debt balances as soon as is reasonably possible.

Working out debt payment plans is a tactic that also applies to other needed vendors that the Company currently utilizes. Here again, the objective is to reduce the debt balance over time. O2 Secure Wireless, Inc. has become smarter in terms of selecting the best vendors and acquiring the optimum combination of quality and quantity when purchasing equipment and supplies. With regard to the latter, the Company now avoids over stocking equipment and supplies, and is now very careful to avoid the risk of equipment obsolescence.

The Company has unfortunately lost a few properties in North Carolina and Tennessee primarily due to a lack of strong customer service. Under the guidance of the current CEO, Mr. Scott Conley, customer service and satisfaction have once again become the primary objective. The Company is presently involved in frequently visiting its existing properties and addressing any concerns or maintenance issues immediately. The acquisition of new business is a strong goal of the Company, but so too is the retention of its existing customers.

O2 Secure Wireless, Inc. has a sound business plan and the talent to successfully implement the plan. Unfortunately, the Company has amassed a very large debt load.

What is needed, and what has been sorely lacking, is a strong sales effort and customer service focus designed to retain and expand existing business while simultaneously seeking out and bringing in new business.

The Company needs an infusion of external capital to enable it to more readily reduce its debt load, purchase equipment, and add capable and reliable talent to its staff, particularly in the areas of marketing and sales, customer service, and engineering. Additionally, the Company is not averse to developing strategic partnerships with other entities in the same vertical provided that there is similarity in business objectives, values and ethics.

Liquidity

The Company’s working capital deficit increased to approximately $680,534 at June 30, 2009 an increase of approximately $35,590 compared to March 31, 2009. The working capital deficit has increased compared to the previous quarter’s growth, and could continue to do so in future quarters.

To address its outstanding liabilities, the Company intends to continue working to refine its revenue and expense models to address any shortage of cash while addressing the best use of the Company’s existing capital resources, especially positive cash flow as it comes available. The Company continues to work with its vendors on payment schedules and debt reduction that have helped reduce some outstanding accounts payable for the quarter, and the Company will continue this effort.

Some outstanding liabilities that cannot be reduced quickly enough may result in penalization such as finance charges or suspension of services. Suspension or termination of some bandwidth provided to properties may reduce the overall level of service to the Company’s customers until a suitable replacement can be provisioned. The Company has implemented procedures to reduce the likelihood of such events occurring and believes it has alternatives in place to respond to those events, but the Company can provide no guarantee that such events can be completely avoided under all circumstances. To date, some alternatives described above have been implemented and all services continued to be offered with little or no interruption.

As was stated in previous quarterly and yearly reports, the Company continues to pursue additional revenue from its traditional business models. The Company continues to see many of its recurring expenses decrease. The Company continues to seek external capital.

Results of Operations

Three and Nine Months Ended June 30, 2009 and 2008

During the 3-month period ended June 30, 2009 and 2008, the Company generated $108,502 and $149,545 of revenues, respectively, and incurred net losses of ($99,769) and ($71,935), respectively. This is a decrease in revenues of 27% over the same 3-month period last year and also an increase of 39% in overall net loss compared to the same 3-month period last year. During the 9-month period ended June 30, 2009 and 2008, the Company generated $306,466 and $411,977 respectively, and incurred net losses of ($323,863) and ($515,995) respectively. This is a decrease in revenues of 26% over the same 9-month period last year, but also a 37% decrease in overall net loss compared to the same 9-month period last year. For the 3 and 9-month periods ended June 30, 2009, the Company received revenue from fourteen operational networks versus fifteen during the same period in the prior year.

The Company’s net loss for the periods ended June 30, 2009 is in line with its overall expense decrease, compared to the same periods ended the prior year.

Operational and administrative changes were instituted within the past 12 months and are intended to continue in order to support the initiatives pursued by management to increase business activity.

Cash from operations was used to satisfy some, but not all outstanding accounts payable liabilities. The Company intends to continue paying down outstanding liabilities, when possible, until they reach a satisfactory level. Based on the Company’s continued losses and negative cash flows, there can be no assurance that the Company will be able to satisfy its payables.

There was an increase in the overall current liabilities of the Company due to an increase in accrued liabilities. Those accrued liabilities consist of $64,800 of a note payable to a related party, $38,789 notes payable to unrelated party plus interest, and $21,050 unsecured loans payable to related-parties, and additional accrued expenses to related parties in the amount of $27,356, which combined comprise 22% of the Company’s total liabilities. Accounts payable and accrued expenses, increased from $530,272 at March 31, 2009 to $547,660 at June 30, 2009, representing an increase of 3%. This increase was the result of a tight cash position during the second and third periods of this fiscal year and also penalties and interest associated with delinquencies related to payroll taxes.

Significant expenses during the three-month period ended June 30, 2009 and 2008 were as follows:

Professional fees represent expenses necessary for outside accounting, audit, legal and transfer agent fees, a majority of which relate to legal and regulatory compliance. For the three-month period ended June 30, 2009, the Company’s professional fees expense was $17,131. This three-month period represented a substantial 38% decrease in professional services expenses over the previous three-month period ending June 30, 2009, which was $12,431.

Company management is encouraged by the partial stabilization that has occurred over previous quarters, while acknowledging the struggle as it continues to address the challenges and difficulties to overcome. Of those challenges, the accrued liabilities and increasing capital deficit relative to revenue increases continues to be the primary focus, followed by the overall decrease in revenues. The Company’s expectations have not been completely met during the previous quarter, and are still being approached this quarter, but also not met. In this regard, the Company believes that stabilization might occur if operating cash flow becomes consistently positive with no growth in vendor payables. There has not been, and there can be no assurance that the Company will ever reach profitability or a positive cash flow position without additional changes to its business structure, business plan, or sales efforts.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Disclosure Regarding Forward Looking Statements and Safe Harbor

This Quarterly Report on Form 10-Q includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Forward Looking Statements”). All statements other than statements of historical fact included in this report are Forward Looking Statements. In the normal course of its business, the Company, in an effort to help keep its shareholders and the public informed about the Company’s operations, may from time-to-time issue certain statements, either in writing or orally, which contain or may contain Forward-Looking Statements. Although the Company believes that the expectations reflected in such Forward Looking Statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by the Company, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of the Company operations are subject to a number of uncertainties, risks and other influences, many of which are outside the control of the Company and any one of which, or a combination of which, could materially affect the results of the Company’s proposed operations and whether Forward Looking Statements made by the Company ultimately prove to be accurate. Such important factors (Important Factors”) and other factors that could cause actual results to differ materially from the Company’s expectations are disclosed in this report. All prior and subsequent written and oral Forward Looking Statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from the Company’s expectations as set forth in any Forward Looking Statement made by or on behalf of the Company.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company, as defined by Rule 229.10(f)(1) is a “Smaller Reporting Company” and is not required to provide or disclose the information required by this Item.

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, of the effectiveness of its disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company, including its principal executive officer and principal financial officer, does not expect that its disclosure controls and procedures or its internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, the Company performed additional analysis and other post-closing procedures in an effort to ensure its consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, the Company believes that the financial statements included in this report fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

The Company’s internal conclusion related to its disclosure and procedural controls is due to the number and magnitude or changes to its draft 10Q recommended by the Company’s independent auditor.

The Company plans to continue working with competent outside professionals to help it with quarterly reporting and if its business plan is successful additional improvements in the Company’s accounting department will be made.

Changes in Internal Control over Financial Reporting

In addition, the Company with the participation of its acting Chief Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended June 30, 2009 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is being sued by a disgruntled former employee, Aaron King.

On August 13, 2009, the Company entered into mediation with its former landlord, and a settlement was reached.

Item 1A. Risk Factors

None required to be reported due to Company’s status as a “Smaller Reporting Company” defined by Rule 229.10(f)(1).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description and Incorporation by Reference
31.1*	Rule 13a-14(a)/15d-14(a) Certification by the Acting Chief Executive Officer

31.2*	Rule 13a-14(a)/15d-14(a) Certification by the Acting Chief Financial Officer

32.1*	Certification by the Acting Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*	Certification by the Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	O2 Secure Wireless, Inc.	(Registrant)

August 19, 2009	/s/ Scott Conley
	Scott Conley, Chief Executive Officer


August 19, 2009	/s/ Keith A. Greaves
	Keith A. Greaves, Secretary and
	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates stated.


August 19, 2009	/s/ Scott Conley
	Scott Conley, Chief Executive Officer


August 19, 2009	/s/ Keith A. Greaves
	Keith A. Greaves, Secretary and
	Chief Financial Officer

O2 Secure Wireless, Inc. 10-Q