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)

~~June~~August 2713, 2007

WHERIFY WIRELESS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-24001	76-0552098
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

901 Mariners Island Blvd., Ste. 300, San Mateo, California		94404
901 Mariners Island Blvd, Ste 300 San Mateo, California	94404-1592
(Address of Principal Executive Offices)	(Zip Code)	~~(Zip Code)~~

Registrant's Telephone Number, Including Area Code (650) 524~~-0500~~ 3000

(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:

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~~o ~~5.02(b). Departure~~Soliciting ofmaterial ~~Directors~~pursuant orto ~~Principal~~Rule ~~Officers;~~14a-12 ~~Election~~under ofthe ~~Directors;~~Exchange ~~Appointment~~Act of(17 CFR ~~Principal Officers~~240. 14a-12)

Ono ~~June~~Pre-commencement ~~27,~~communications ~~2007,~~pursuant ~~the~~to ~~Board~~Rule ~~of Directors of Wherify Wireless, Inc.~~ 14d-2(~~"Wherify"~~b) ~~appointed Vincent~~under ~~D. Sheeran as a member of~~ the ~~Board~~Exchange ofAct ~~Directors.~~(17 ~~Mr. Sheeran was~~CFR ~~appointed to fill a vacancy on the Board of Directors created by the departure of William Scigliano~~240.14d-2(b))

~~Mr.~~o ~~Sheeran was appointed Chief Executive Officer of Wherify on June 6, 2007. The~~Pre-commencement ~~details~~communications ofpursuant ~~Mr.~~to ~~Sheeran’s~~Rule ~~appointment and employment agreement are disclosed on a Current Report on Form 8~~13e-K4(c) ~~filed~~under ~~with~~ the ~~Securities~~Exchange ~~and~~Act ~~Exchange~~(17 ~~Commission~~CFR ~~on June 7, 2007 and are incorporated herein by reference~~240.13e-4(c))

~~Mr.~~Item ~~Scigliano~~5.02 ~~resigned~~Appointment ~~as a Director~~ of ~~Wherify~~Principal ~~and President of its Government Services Division to pursue other opportunities effective June 27, 2007.~~Officers

~~In connection with Mr. Scigliano’s resignation, Wherify and Mr. Scigliano entered into a Separation Agreement~~ (~~the “Agreement”~~c), effective June 27, 2007. Pursuant to the Agreement, Mr. Scigliano was paid $130,000 and issued 763,158 shares of Wherify’s common stock (the “Common Stock”). Mr. Scigliano will be locked-up from selling any shares of the Common Stock for 90 days (the “Initial Lock-up Period”). After the Initial Lock-up Period, Mr. Scigliano will be subject to an additional three-month lock-up period (the “Second Lock-up Period”) where he will be permitted to sell up to one-third of the Common Stock in each month of the Second Lock-up Period.

~~Mr.~~Effective ~~Scigliano~~August is13, ~~limited by the Agreement to only sell an amount of the Common Stock up to a Market Value of $145~~2007,~~000~~ ~~(defined~~Jacqueline ~~as the price received for shares of the Common Stock upon their sale by Mr. Scigliano). In the event Mr. Scigliano sells $145~~Nevilles,~~000~~ ~~Market~~age ~~Value of Common Stock and holds unsold shares of Common Stock~~43, hewas isappointed ~~obligated to return~~ the ~~excess~~Chief ~~shares to Wherify. If after the~~Financial ~~Second~~Officer ~~Lock-up Period Mr. Scigliano sells all~~ of ~~the Common Stock for a Market Value of less than $145,000,~~ Wherify ~~is obligated to issue additional shares of common stock to Mr. Scigliano to compensate for the difference between $145~~Wireless,~~000 and~~ ~~the Market Value Mr~~Inc. ~~Scigliano received for his shares of Common Stock. The amount of shares issued to compensate the difference will be determined by using the closing price of~~ (“Wherify~~’s common stock on the expiration of the Second Lock-up Period~~”).

From June 2001 to August 2007 Ms. Nevilles served as Vice President of Finance at PricewaterhouseCoopers, a public accounting firm. During her tenure Ms. Nevilles was responsible for all of PricewaterhouseCoopers’ accounting and corporate finance functions and ran its strategic Information Technology Systems and Sarbanes-Oxley process improvement. From September 1991 to May 2001 Ms. Nevilles served as Senior Director of Finance for Oracle Corporation, a software company. At Oracle she managed accounting and finance information systems. Ms. Nevilles holds a Bachelor of Science from the University of San Francisco and a Master of Business Administration from the Haas School of Business at the University of California, Berkeley.

In connection with Ms. Nevilles’ appointment as Chief Financial Officer, Wherify entered into an employment agreement with Ms. Nevilles, effective August 13, 2007 (the “Agreement”). Pursuant to the Agreement, Ms. Nevilles will be paid an annual base salary of $175,000 and will be eligible to receive a bonus up to $75,000 for meeting milestones to be established by the Chief Executive Officer in conjunction with the Board of Directors of Wherify. Wherify has the option to pay up to 50% of any bonus earned by Ms. Nevilles in Wherify common stock. In addition, Ms. Nevilles was granted an option to purchase 500,000 shares of Wherify common stock. The option vests over four years at a rate of 1/4 after 12 months of continuous service and 1/48 per month thereafter. The option has an exercise price of $0.16. Ms. Nevilles is entitled to standard Wherify benefits including medical, dental, vision and disability.

The Agreement also provides that in the event Ms. Nevilles is terminated without cause or she resigns as a result of a constructive termination, she will be entitled to six-month’s severance payable in a lump sum and continued benefits paid by Wherify for six months following the separation.

SIGNATURES

~~PURSUANT~~Pursuant TOto ~~THE~~the ~~REQUIREMENTS~~requirements OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934, ~~THE~~the ~~REGISTRANT~~registrant ~~HAS~~has ~~DULY~~duly ~~CAUSED~~caused ~~THIS~~this ~~REPORT~~report TOto BEbe ~~SIGNED~~signed ONon ~~ITS~~its ~~BEHALF~~behalf BYby ~~THE~~the ~~UNDERSIGNED~~undersigned ~~THEREUNTO~~thereunto ~~DULY~~duly ~~AUTHORIZED~~authorized.

	WHERIFY WIRELESS, INC.
Date: July 3, 2007	By:	/s/ Edna Carter
Date: August 16, 2007	By:	/s/ Jacqueline Nevilles
		Name: Edna Carter
		Name: Jacqueline Nevilles
		Title: Chief Accounting Officer, Controller
		Title: Chief Financial Officer

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