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): ~~February~~ June 14, 2011

Polar Wireless Corp.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-54131

(Commission File Number)

20-~~5662814~~4662814

(IRS Employer Identification No.)

4440 PGA Blvd., Suite 600

Palm Beach Gardens, Florida 33410

(Address of principal executive offices)(Zip Code)

(905) 881-8444

Registrant’s telephone number, including area code

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 (see General Instruction A.2. below):

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

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

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

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

Item 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(a) On~~Effective ~~February~~at the close of business, June 14, 2011, ~~Polar~~Kelly ~~Wireless~~O’Dea ~~Corp.~~resigned ~~(the~~as ~~“Company”)~~President ~~notified~~and ~~Seale~~Chief ~~and~~Executive ~~Beers~~Officer, ~~CPAs~~of ~~(“Seale~~Polar ~~and~~Wireless ~~Beers”)~~Corp., ~~that~~a Nevada corporation (the “Company”). Mr. ~~had~~O’Dea ~~dismissed~~will ~~Seale~~remain ~~and~~Chairman ~~Beers~~of as the ~~independent~~Board ~~registered~~of ~~public~~Directors. George ~~accounting~~Perlin, ~~firm~~currently a director of the Company~~. The~~, ~~Board~~was ofappointed ~~Directors~~President ofand ~~the~~Chief ~~Company~~Executive ~~recommended~~Officer ~~and~~concurrent ~~approved~~with ~~the~~Mr. ~~dismissal~~O’Dea’s resignation.

~~The~~Mr. ~~reports~~Perlin, age 52, has been responsible for leading all phases of ~~Seale~~Polar Wireless technology development. An engineer by training, Mr. Perlin has considerable commercial experience in launching patented technologies and ~~Beers~~services ~~regarding~~across ~~the~~North ~~Company’s~~America ~~financial~~and ~~statements~~Europe. Mr. Perlin has acted as ofa ~~April~~consultant ~~30,~~regarding ~~2010~~Fire Prevention Barriers and ~~2009~~vertical and ~~the~~ground ~~statements~~transportation ofto ~~operations,~~various ~~stockholders’~~businesses ~~deficit~~since ~~and~~2008. From ~~cash~~September ~~flows~~1998 ~~for~~to ~~the~~2008, ~~years~~Mr. ~~then~~Perlin ~~ended~~served ~~and~~as ~~for~~President ~~the~~of ~~period~~Eveready ~~from~~Closures, of Concord, Ontario, Canada. From April 31991 to August 1998, ~~2006~~Mr. Perlin acted as General Manager and VP of North American operation (~~inception~~EEC Inc) ~~through~~at ~~April~~Lift 30Components Manufacturing & Commerce GMBH, ~~2010~~(LMC Group) of Wiedenzhausen, ~~contained~~Germany. From noMay ~~adverse~~1985 ~~opinion~~to orMarch ~~disclaimer~~1991, Mr. Perlin was a Sales Engineer for Dover Elevator Corp. of ~~opinion~~Mississauga, ~~nor~~Ontario, ~~were~~where ~~they~~he ~~qualified~~was orresponsible ~~modified~~for asthe toanalyzing ~~uncertainty~~and writing specifications for vertical transportation, ~~audit~~preparation ~~scope~~of tenders and bids and direct sales, orand ~~accounting~~the ~~principle~~successful design, tender and completion of the BCE 2 project. ~~The~~From ~~reports~~June 1981 to May 1985, Mr. Perlin was employed as an Application Engineer/Assistant of ~~Seale~~Production Manager for an Affiliated Engineering Inc. and ~~Beers~~Mining division of Wajax Industries of Mississauga, ~~however~~Ontario, ~~stated~~Canada. ~~that~~From ~~there~~1977 isto ~~substantial~~1981, ~~doubt~~Mr. ~~about~~Perlin ~~the~~attended ~~Company’s~~McMaster ~~ability~~University toof ~~continue~~Hamilton, asOntario, aCanada, ~~going~~where ~~concern~~he earned Bachelor of Applied Science in 1981.

~~From~~Mr. ~~the~~Perlin ~~period~~is asnot ~~of,~~a ~~and~~party ~~from,~~to ~~April~~any 3agreement, ~~2006~~arrangement ~~(inception)~~or ~~through~~interested ~~April~~transaction ~~30,~~with ~~2010, and during~~ the ~~subsequent~~Company, ~~interim~~does ~~period~~not ~~through~~have ~~the~~any ~~date~~arrangement ofor ~~dismissal,~~understanding ~~the Company had no disagreement~~ with ~~Seale and Beers on~~ any ~~matter~~other ~~of accounting principles or practices~~person, ~~financial~~pursuant ~~statement~~to ~~disclosure,~~which orhe ~~auditing~~was ~~scope~~selected oras ~~procedure,~~a ~~which disagreement~~director, ifand is not ~~resolved~~appointed to ~~the~~any ~~satisfaction~~committees of ~~Seale and Beers, would have caused them to make reference thereto in their report on~~ the ~~Company’s~~Board ~~financial statements for such period from April 3, 2006 (inception) through April 30, 2010. There were no reportable events, as listed in Item 304(a)(1)(iv)(B)~~ of ~~Regulation S-B~~Directors.

Seale and Beers was provided a copy of the above disclosures and was requested to furnish a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether or not it agrees with the above statements. Seale and Beers’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) On February 3, 2011, the Board of Directors of the Company resolved to engage the independent registered public accounting firm of Fazzari & Partners LLP, Chartered Accountants (“Fazzari & Partners”), the Company’s new independent registered public accountants, which appointment Fazzari & Partners has accepted with the dismissal of Seale and Beers.

During the two most recent fiscal years and the interim period preceding the engagement of Fazzari & Partners, the Company has not consulted with Fazzari & Partners regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Fazzari & Partners or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv) of Regulation S-B. The Company did not have any disagreements with Seale and Beers and therefore did not discuss any past disagreements with Fazzari & Partners.

Item 9.01 Financial Statements and Exhibits

Exhibits

No. Description

16.1 Letter dated February 14, 2011 from Seale and Beers, CPAs

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.

	Polar Wireless Corp. (Registrant)
Date: February 16, 2011	By:	/s/ G. Kelly O’Dea
Date: June 15, 2011	By:	/s/ G. Kelly O’Dea
		G. Kelly O’Dea
		Name: G. Kelly O’Dea
		President and Chief Executive Officer
		Title: Chairman of the Board of Directors

Exhibit List

No. Description

16.1 Letter dated February 14, 2011 from Seale and Beers, CPAs

Filing Compare · POLAR WIRELESS CORP.