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: February 243, ~~2009~~2011 (February 231, ~~2009~~2011)

(Date of Earliest Event Reported)

m-Wise, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

001-51743

(Commission File Number)

11-3536906

(I.R.S. Employer

Identification No.)

3 Sapir Street, Herzelyah, Pituach, Israel 46852

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +972-73-2620000

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 4 2.0103 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER ~~CHANGES~~AN INOFF-BALANCE ~~REGISTRANT’S~~SHEET ~~ACCOUNTANT~~ARRANGMENT OF A REGISTRANT

~~On February 23, 2009 we have terminated~~In ~~our~~connection ~~engagement~~ with ~~Davis~~the ~~Accounting~~previously ~~Group,~~disclosed ~~LLC~~SEC asAction, ~~our auditor. As part of~~ the ~~efforts~~Company, toMordechai Broudo ~~reduce~~and ~~operating~~Shay ~~expenses~~Ben-Asulin ofchose ~~the~~to ~~company~~enter weinto ~~decided~~a ~~to terminate~~settlement ~~our engagement~~ with ~~Davis~~the ~~Accounting~~SEC ~~Group, LLC. This~~without ~~decision~~admitting ~~was~~any ~~accepted~~wrongdoing and ~~ratified~~to bypay ~~our~~disgorgement ~~Board~~in ofthe ~~Directors~~amount as of ~~February 23~~$400,000 ~~2009. Consequently,~~pursuant ~~we have retained SF Partnership, LLC,~~ to ~~serve~~an ~~as our~~agreed ~~independent~~upon ~~auditor and will report on our financial statements~~schedule.

~~From the date of Davis Accounting~~Item Group’s engagement, through the date of the termination of the engagement, we had no disagreements with them on any matter of accounting principles or practices, financial statement disclosure, or auditing cope or procedure, which disagreements, if not resolved to their satisfaction, would have caused them to make reference to the subject matter of the disagreements in their report5. In02 DEPARTURE ~~addition,~~OF ~~during~~DIRECTORS ~~that~~OR ~~time~~CERTAIN ~~period,~~OFFICERS; ~~no “reportable events”~~ELECTION ~~occurred,~~OF asDIRECTORS; ~~described~~APPOINTMENT inOF ~~Item~~CERTAIN ~~304(a)(1)(iv) of Regulation S-B.~~OFFICERS

~~We requested that Davis Accounting~~On ~~Group~~February ~~furnish~~1, us2011 ~~with~~Mordechai aBroudo ~~letter~~resigned ~~addressed~~from tohis ~~the~~position ~~Securities~~as ~~and~~Chairman ~~Exchange Commission~~of ~~stating whether or not it agrees with~~ the ~~statements in this Item~~ ~~4.01. A~~Board ~~copy~~and Secretary of ~~the~~m-Wise ~~response~~Inc weand ~~received is filed~~ as ~~Exhibit~~Director ~~16.1~~ of ~~this~~ ~~Form 8~~m-KWise Ltd.

Shay Ben-Asulin resigned from his position as Director of m-Wise Inc and m-Wise Ltd.

The new appointed chairman of the company is Mr. Jeffrey Hayzlett and the sole director of the company is Mr. Shlomi Azoulay.

Item 9.01 Financial Statements and Exhibits.

(a)	FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b)	PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c)

EXHIBITS

16.1 Letter from Davis Accounting Group, LLC, dated February 24, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

m-WISE, INC. /\s/\ ~~Mordechai~~Zach ~~Broudo~~Sivan ~~Mordechai~~Zach ~~Broudo~~Sivan ~~Chairman~~Chief Executive Officer

February 243, ~~2009~~2011

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