~~U.S.~~SECURITIES ~~Securities~~AND ~~and~~EXCHANGE ~~Exchange Commission~~COMMISSION

Washington, ~~D.C.~~DC 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

~~DATE~~Date OFof ~~REPORT~~Report (~~DATE~~Date OFof ~~EARLIEST~~earliest ~~EVENT~~event ~~REPORTED~~reported): ~~July~~January 74, ~~2010~~ 2011

____________________

Commission File No. 333-143750

POLAR WIRELESS CORP.

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

Nevada	000-54131	20-4662814
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4440 PGA Blvd., Suite 600 Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

Nevada		20-4662814
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1-905-881-8444

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report)

~~112~~Check ~~NORTH~~the ~~CURRY~~appropriate ~~STREET~~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 (see General Instruction A.2. below):

~~CASON~~o ~~CITY,~~Written ~~NEVADA~~communications ~~89703~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address~~As ofused ~~principal~~in ~~executive~~this ~~offices)~~report, the terms "we", "us", "our", "our company" refer to Polar Wireless Corp.., a Nevada corporation.

~~(775)~~CAUTIONARY ~~284~~NOTE REGARDING FORWARD-~~3769~~LOOKING STATEMENTS

~~(Issuer’s~~Our ~~telephone~~disclosure ~~number)~~and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements.

~~Check~~Statements ~~the~~that ~~appropriate~~are ~~box~~predictive ~~below~~in ifnature, ~~the~~that ~~Form~~depend ~~8-K~~upon isor ~~intended~~refer to ~~simultaneously~~future ~~satisfy~~events ~~the~~or ~~filing~~conditions ~~obligation~~or ofthat ~~the~~include ~~registrant~~words ~~under~~such ~~any~~as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of ~~the~~orders, ~~following~~sales, ~~provisions):~~operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.

~~o Written~~Investors ~~communications~~are ~~pursuant~~cautioned tothat ~~Rule~~our ~~425~~forward-looking ~~under~~statements are not guarantees of future performance and the ~~Securities~~actual ~~Act~~results ~~(17~~or ~~CFR~~developments ~~230~~may differ materially from the expectations expressed in the forward-looking statements.~~425)~~

~~o Soliciting~~As ~~material~~for ~~pursuant~~the forward-looking statements that relate to ~~Rule~~future ~~14a~~financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-12looking ~~under~~statements. These forward-looking statements also represent our estimates and assumptions only as of the ~~Exchange~~date ~~Act~~that ~~(17~~they ~~CFR~~were ~~240~~made.~~14a~~ We expressly disclaim a duty to provide updates to these forward-~~12)~~looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.

~~o Pre-commencement~~Item ~~communications~~8.01 ~~pursuant~~Other ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Events

~~o Pre-commencement~~On ~~communications~~January ~~pursuant~~4, to2011, ~~Rule~~Polar ~~13e-4~~Wireless Corp. (cthe “Company”), Polar Wireless Corporation, a corporation existing under the ~~Exchange~~laws ~~Act~~of ~~(17~~the ~~CFR~~Province ~~240~~of Ontario and 2230354 Ontario Limited, a corporation existing under the laws of the Province of Ontario, executed a binding letter of intent which provides for the amalgamation of 2230354 Ontario Limited, with and into Polar Wireless Corporation.~~13e~~ To effectuate this amalgamation, shareholders of 2230354 Ontario Limited will exchange their shares of 2230354 Ontario Limited for securities of Polar Wireless Corporation. The letter of intent provides, among other items, that 2230354 Ontario Limited, following the amalgamation, will grant to the Company and its subsidiaries a non-~~4(c))~~transferable, worldwide, royalty-free exclusive right and license to exploit, market, sell and deploy all of the intellectual property and all rights therein currently held by 2230354 Ontario Limited as well as support for this intellectual property. The parties intend to memorialize the terms and conditions of the letter of intent in a definitive amalgamation agreement signed by the parties to effectuate the terms herein. Any definitive amalgamation agreement will contain standard representations and warranties, covenants and conditions to closing. The closing of a definitive amalgamation agreement will be subject to 2230354 Ontario Limited conditions precedent including, but not limited to, 2230354 Ontario Limited providing audited financial statements from the date of incorporation to April 30, 2010, and unaudited financial statements for the six month period ended October 31, 2010, in each case, prepared in accordance with Canadian generally accepted accounting principles, which financial statements shall be satisfactory to the Company.

~~Item~~Following ~~5.02~~the ~~Departure~~closing, ofPolar ~~Directors~~Wireless orCorporation ~~Certain~~will ~~Officers;~~have ~~Election~~68,000,000 ofCommon ~~Directors;~~Shares, ~~Appointment~~12,000,000 ofExchangeable ~~Certain~~shares ~~Officers;~~(exchangeable ~~Compensatory~~into ~~Arrangements~~12,000,000 Common Shares) and 1,900,000 Convertible Preferred Shares (Convertible to 1,900,000 Common Shares) of ~~Certain~~which ~~Officers~~the 2230354 Ontario Limited’s shareholders will hold 12,000,000 Exchangeable shares and 1,900,000 Convertible Preferred Shares.

~~Effective~~Polar ~~July~~Wireless 7,Corp ~~2010~~is Mra development-stage company whose business plan includes providing organized low-cost international and long-distance phone calls via call-back service or direct dial service. Accordingly, ~~Paul~~we ~~Schaut~~operate ~~was~~as ~~appointed~~a tomobile virtual network operator (MVNO) that works in conjunction with a customers’ current provider using the ~~Board~~Polar ofWireless ~~Directors~~chip. ofThe Polar Wireless ~~Corp~~chip is a multifunctional miniature electronic device for mobile phones. (It's an additional thin SIM card to be inserted into the ~~“Company”)~~user's cell phone in conjunction with the main, mobile operator's SIM card. 2230354 Ontario Limited, in our management’s opinion, has the technology for the Polar Wireless chip and support capabilities for this technology.

Paul Schaut has a 27 year diverse and extensive experience in private and public companies with roles ranging from sales and marketing management to President, CEO and Board Director. Serving in management positions in both the U.S. and in Europe, involved in all operational aspects of business at various stages in the business lifecycle. Visionary, sales driven, operations oriented CEO – proven in establishing recognized thought and leadership for several companies. Mr. Schaut holds a Bachelor of Science degree in business administration from San Jose State University.

Currently Mr. Schaut is the Chairman and CEO of Modiv Media which is a privately held company with headquarters in Quincy, Massachusetts. Presently Mr. Schaut is on the Board of Directors of Zumobi, a privately held computer software company (since June 2006), and Pontiflex, a privately held information technology and services company (since June 2009). From 2001 thru to March 2008 Mr. Schaut was a Board of Director Member for Constant Contact, a public company in the computer software industry.

SIGNATURES

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

	POLAR WIRELESS CORP.
	POLAR WIRELESS CORP. (Registrant)
Date: July 12, 2010	By:	/s/ G. Kelly O’Dea
Dated: January 5, 2011	By:	/s/ G. Kelly O’Dea
		Name: G. Kelly O’Dea
		G. Kelly O’Dea
		Title: Chief Executive Officer
		Chief Executive Officer

Filing Compare · POLAR WIRELESS CORP.