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~~ October 107, 2010

ETELOS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-31081	77-0407364
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation or organization)

26828 Maple Valley Highway #297 Maple Valley Washington		98038
(Address of principal executive offices)		(Zip Code)

(425) 458-4510

(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:

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 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

On ~~May~~ October 101, 2010, ~~our board~~the ofCompany’s ~~directors~~independent ~~appointed~~registered ~~Kevin~~public ~~Pritchard~~accounting firm, toStonefield ~~our~~Josephson, Inc. ~~board~~(“Stonefield”), ofcombined ~~directors.~~its Inpractice ~~connection~~ with ~~that~~Marcum ~~appointment~~LLP (the “Merger”) and began practicing in California and Hong Kong as “MarcumStonefield, Mra division of Marcum LLP” (“MarcumStonefield”). Accordingly, effective October ~~Pritchard~~1 ~~was~~2010, ~~also~~Stonefield ~~appointed~~effectively resigned as the Company’s independent registered public accounting firm and MarcumStonefield became the Company’s independent registered public accounting ~~chairman~~firm. ofThis change in the ~~compensation~~Company’s ~~committee~~independent registered public accounting firm was approved by the Audit Committee of ~~our~~the ~~board~~Company’s Board of ~~directors~~Directors on October 7, 2010.

~~Upon~~The principal ~~his~~accountant’s ~~appointment~~reports toof Stonefield on the ~~board~~ offinancial ~~directors,~~statements ~~Mr. Pritchard~~of ~~received~~the Company aas ~~stock~~of ~~option~~and tofor ~~purchase~~the ~~up to~~years ~~100~~ended December 31,~~000~~ ~~shares~~2008 ofand ~~our~~2009 ~~common~~did ~~stock.~~not contain ~~The~~any ~~option~~adverse ~~was~~opinion ~~granted~~or ~~under~~disclaimer ~~our~~of ~~2009 Equity~~opinion ~~Incentive~~and ~~Plan.~~were ~~The~~not ~~option~~qualified ~~has~~or modified aas ~~ten~~to ~~year~~uncertainty, ~~term~~audit ~~and~~scope anor ~~exercise~~accounting ~~price based~~principles on except that the ~~closing~~report ~~price~~for each of ~~our~~the ~~common~~years ~~stock~~ended on December 31, 2008 and 2009. included ~~The~~a statement as to the uncertainty of ~~option~~the Company ~~will~~continuing ~~vest~~as ~~over~~a ~~two~~going ~~years~~concern due into ~~two~~its ~~equal~~recurring ~~yearly~~net losses ~~installments~~and accumulated deficit..

~~There~~During the years ended December 31, 2008 and 2009 and through the effective date of the Merger, there were no ~~arrangements~~disagreements with Stonefield on any matter of accounting principles or ~~understandings~~practices, ~~between~~financial ~~Mr. Pritchard~~statement ~~and~~disclosure, ~~any~~or ~~other~~auditing scope ~~persons~~or ~~pursuant~~procedure, which if not resolved to Stonefield’s satisfaction would ~~which~~have ~~Mr. Pritchard~~caused ~~was~~it ~~selected~~to asmake areference ~~director.~~thereto Wein ~~have~~connection ~~not~~with ~~entered~~its ~~into~~reports on the ~~any~~financial ~~transactions~~statements ~~with~~for Mrsuch years. During the years ended December ~~Pritchard~~31, 2008 ~~that~~and ~~would~~2009 ~~require~~and ~~disclosure~~through ~~under~~October 1, 2010, there were no reportable events of the type described in Item ~~404~~304(a)(1)(v) of Regulation S-K.

ADuring the ~~copy~~years ofended December 31, 2008 and 2009 and through October 1, 2010, the ~~press~~effective ~~release~~date ~~announcing~~of the Merger, the Company did not consult with Marcum ~~appointment~~LLP or MarcumStonefield with respect to any of ~~Mr.~~(i) ~~Pritchard~~the application of accounting principles to ~~our~~a ~~board~~specified transaction, either completed or proposed; (ii) the type of ~~directors~~audit isopinion ~~attached~~that asmight ~~Exhibit~~be rendered on the Company’s financial statements; or (iii) ~~99.~~any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an toevent ~~this~~of ~~report~~the ~~and~~type isdescribed ~~incorporated~~in ~~herein~~Item by304(a)(1)(v) of ~~this~~Regulation ~~reference~~S-K.

The Company provided Stonefield with a copy of the foregoing disclosure and requested Stonefield to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter, dated October 7, 2010, furnished by MarcumStonefield as successor to Stonefield, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release Issued on May 13, 2010
16.1		Letter from Stonefield Josephson dated October 7, 2010

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 thereunto duly authorized.

	Etelos, Inc.
Date: May 13, 2010	By	/s/ Kennedy A. Brooks
Date: October 7, 2010	By	/s/ Kennedy A. Brooks
		Kennedy A. Brooks
		Kennedy A. Brooks Chief Operating Officer, Vice President & General Counsel
		Chief Operating Officer, Vice President & General Counsel

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