UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended ~~July~~January 31, ~~2010~~2011

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ ~~__________~~ to ~~__________~~________

Commission file number 000-53799

NEXAIRA WIRELESS INC.
(Exact name of registrant as specified in its charter)

Nevada	20-8748507
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1404 510 West Hastings Street
Vancouver, B.C. Canada	V6B 1L8
(Address of principal executive offices)	(Postal Code)

1404 510 West Hastings Street
Vancouver, B.C., Canada	V6B 1L8
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (604) 682-5629

~~N/A~~ (Former name, former address and former fiscal year, if changed since last report) N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ] (Not ~~currently~~ applicable ~~to the Registrant~~)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[ X ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ~~Yeso Nox~~

Yes [ ] No [ X ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 5975,~~634~~810,~~450~~522 common shares issued and outstanding as of ~~September~~March 1317, ~~2010~~2011.

INDEX

		Page
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets at July 31, 2010 (unaudited) with October 31, 2009 (audited)	4
	Condensed Consolidated Balance Sheets as at January 31, 2011 (unaudited) with comparative figures as at October 31, 2010 (audited)	4
	Condensed Consolidated Statements of Operations (unaudited) for the three months ended July 31, 2010 and 2009 and the nine months ended July 31, 2010 and 2009	5
	Condensed Consolidated Statement of Operations (unaudited) For the three months ended January 31, 2011 and 2010	5
	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended July 31, 2010 and 2009	6
	Condensed Consolidated Statement of Cash Flows (unaudited) For the three months ended January 31, 2011 and 2010	6
	Condensed Consolidated Statements of Shareholders’ Deficit and Comprehensive Loss for the year ended October 31, 2009 (audited) and the nine months ended July 31, 2010 (unaudited)	7
	Condensed Consolidated Statement of Shareholders’ Deficit and Other Comprehensive Loss for the year ended October 31, 2010 (audited) and the three months ended January 31, 2011 (unaudited)	7
	Notes to the Condensed Consolidated Financial Statements	8
	Notes to the Condensed Consolidated Financial Statements.	8
ITEM 2.	Management’s Discussion and Analysis or Plan of Operation	1817
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2732
ITEM 4T.	Controls and Procedures	2732
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	3034
ITEM 1A.	Risk Factors	3034
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3742
ITEM 3.	Defaults Upon Senior Securities	3742
ITEM 4.	Removed and Reserved	3742
ITEM 5.	Other Information	3742
ITEM 6.	Exhibits	3943
	SIGNATURES

PART I - FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

~~Our~~While the information presented in the accompanying interim condensed consolidated financial statements ~~are~~for ~~stated~~the quarter ended January 31, 2011 is unaudited, it includes all adjustments which are, in ~~United~~the ~~States~~opinion ~~dollars~~of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period. These interim condensed consolidated financial statements follow the same accounting policies and methods of their application as the Company’s October 31, 2010 annual audited condensed consolidated financial statements. All adjustments are ~~prepared~~of a normal recurring nature. It is suggested that these interim condensed financial statements be read in ~~accordance~~conjunction with ~~United~~the ~~States~~Company’s ~~generally~~October ~~accepted~~31, ~~accounting~~2010 ~~principles~~annual audited consolidated financial statements.

While the information presented in the accompanying interim financial statements for the quarter ended July 31, 2010 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period. These interim financial statements follow the same accounting policies and methods of their application as the Company’s October 31, 2009 annual audited financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s October 31, 2009 annual audited financial statements.

NEXAIRA WIRELESS INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets

		July 31,			October 31,
		January 31,
		2010			2009
		2011			October 31,
		(unaudited)			~~(audited)~~2010
ASSETS
Current assets:
Cash and cash equivalents	$	5314,~~039~~053		$	~~260~~107,~~067~~727
Accounts receivable, net		~~199~~160,~~709~~286			~~204~~200,~~163~~416
Inventories, net		~~173~~189,~~022~~235			~~671~~162,~~082~~525
Income tax receivable		-			110,140
Prepaids and other current assets		63,753			94,406
Prepaids and other current assets		93,047			87,325
Total current assets		427,327			565,074
Total current assets		518,817			1,332,777
Property and equipment, net		200,980			205,599
Property and equipment, net		211,188			226,089
Other assets:
Software development costs, net		~~972~~884,~~878~~079			1917,~~043,009~~417
Patents and trademarks, net		9295,~~711~~584			85100,~~723~~616
Total other assets		1979,~~065,589~~663			1,~~128~~018,~~732~~033
TOTAL ASSETS	$	1,~~795~~607,~~594~~970		$	21,~~687~~788,~~598~~706
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Convertible debenture, net	$	-		$	1,950,000
Short-term promissory notes payable	$	950,000		$	950,000
Note payable to vendor, net		~~569,885~~-			~~865~~576,~~453~~449
Accounts payable		~~646~~592,~~349~~761			~~632~~729,~~452~~854
Promissory notes payable to related parties, net		412,000			681,349
Accrued payroll and related liabilities		244,642			453,625
Short-term promissory notes payable		650,000			-
Convertible note payable, net		357,686			281,319
Note payable to bank		64,025			84,972
Embedded derivative liability		171,792			154,615
Accrued expenses and other current liabilities		1,227,492			799,969
Promissory notes payable to related parties		412,000			412,000
Due to shareholders		41,801			32,192
Interest payable		226,750			195,796
Total current liabilities		3,611,552			5,046,387
Note payable to bank		49,349			56,666
Accrued board of directors fees		82,000			73,000
Deferred consulting fees		743,323			562,769
Accrued expenses and other current liabilities		278,444			280,564
Total current liabilities		4,108,747			4,726,657
Commitments and contingencies
Shareholders’ deficit:
Preferred stock, $0.001 par value:
Authorized shares – 100,000,000
Issued and outstanding – Nil		-			-
Common stock, $0.001 par value:
Authorized shares — 600,000,000
Issued and outstanding – 59,569,450 and 36,329,262, respectively		59,569			36,329
Issued and outstanding – 72,268,522 and 59,811,116, respectively		72,269			59,811
Additional paid-in capital		56,~~441~~987,~~717~~413			15,~~504~~622,~~289~~753
Accumulated deficit		(79,~~202~~410,~~637~~023	)		(38,~~824~~488,~~143~~905	)
Other comprehensive loss:
Foreign exchange translation		(~~114~~150,~~607~~436	)		(75131,~~264~~610	)
TOTAL SHAREHOLDERS’ DEFICIT		(12,~~815~~500,~~958~~777	)		(2,~~358~~937,~~789~~951	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,~~795~~607,~~594~~970		$	21,~~687~~788,~~598~~706

See Accompanying Notes to ~~Condensed~~ Consolidated Financial Statements

NEXAIRA WIRELESS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)

		Three Months Ended						~~Nine Months Ended~~
		July 31,						July 31,
		January 31,
		2010			2009			2010			2009
		2011			2010
Revenues	$	~~270~~291,~~305~~500		$	~~845~~506,~~956~~338		$	~~1,301,696~~		$	~~4,441,926~~
Cost of revenues		152,921			649,032			1,046,536			3,274,322
Cost of product revenues		158,971			371,095
Gross profit		117,384			196,924			255,160			1,167,604
Amortization expense		54,637			16,498
Operating expenses:
Total cost of revenues		213,608			387,593
Research and development		285,707			93,905			707,583			256,069
Gross profit		77,892			118,745
Selling, general and administrative		863,513			938,997			2,746,446			2,962,860
Operating expenses:
Total operating expenses		1,149,220			1,032,902			3,454,029			3,218,929
Research and development		152,256			228,719
Loss from operations		(1,031,836	)		(835,978	)		(3,198,869	)		(2,051,325	)
Selling, general and administrative		853,217			929,311
Other (expense) income:
Total operating expenses		1,005,473			1,158,030
Interest and other income		1,163			16,122			2,303			17,445
Loss from operations		(927,581	)		(1,039,285	)
Interest and other expense		(39,424	)		(102,613	)		(179,983	)		(243,124	)
Other (expense) income:
Total other (expense) income		(38,261	)		(86,491	)		(177,680	)		(225,679	)
Gain on settlement of note payable and accounts payable		253,569			-
Loss from operations before income taxes		(1,070,097	)		(922,469	)		(3,376,549	)		(2,277,004	)
Interest and other expense		(246,306	)		(102,665	)
Income tax provision		1,145			300			1,945			1,100
Total other (expense) income		7,263			(102,665	)
Net Loss	$	(1,071,242	)	$	(922,769	)	$	(3,378,494	)	$	(2,278,104	)
Loss from operations before income taxes		(920,318	)		(1,141,950	)
Per share data:
Income tax provision		800			800
Weighted average shares outstanding used in computation of basic and diluted net loss per share:
Net loss	$	(921,118	)	$	(1,142,750	)
Basic and diluted		59,528,328			15,489,262			57,343,062			15,489,262
Per share data:
Net loss per share:
Weighted average shares outstanding used in computation of basic and diluted net loss per share:
Basic and diluted	$	~~(0.02~~64,417,677	)	$	~~(0.06~~53,963,643	)	$	~~(0.06~~	)	$	~~(0.15~~	)
Net loss per share:
Basic and diluted	$	(0.01	)	$	(0.02	)

See Accompanying Notes to Condensed Consolidated Financial Statements

NEXAIRA WIRELESS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)

		Nine Months Ended
		Three Months Ended
		July 31,
		January 31,
		2010			2009
		2011			2010
Cash flows from operating activities:
Net loss	$	(3921,~~378,494~~118	)	$	(21,~~278~~142,~~104~~750	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~169~~88,~~894~~918			~~103~~51,~~281~~930
Loss on disposal of fixed assets		~~650~~-			~~9,141~~241
Provision for bad debts		~~(13~~1,~~000~~054	)		~~19,000~~-
Provision for inventory obsolescence		~~46,051~~-			912,~~831~~880
Warranty reserve		222,~~199~~064			251,~~000~~727
Stock-based compensation expense		~~112~~49,~~921~~761			~~126~~1,~~495~~477
Stock issued to consultants		74,000			-
Gain on settlement of note payable to vendor and disputed accounts payable		(253,569	)		-
Accretion of discount on debt		19,173			44,623
Loss on embedded derivative liability		17,177			-
Accretion of discount on debt		161,015			12,609
Changes in operating assets and liabilities:
Accounts receivable		1739,~~454~~076			~~986~~83,~~070~~897
Inventories		~~452~~(26,~~009~~710	)		~~133~~267,~~112~~430
Prepaids and other current assets		~~104~~30,~~418~~653			(~~185~~72,~~776~~222	)
Accounts payable		13(137,~~897~~093	)		~~401~~160,~~387~~221
Accrued expenses and other current liabilities		466,279			151,814
Accrued expenses and other liabilities		64,909			59,096
Net cash used in operating activities		(1883,~~892,549~~863	)		(~~372~~573,~~126~~464	)
Cash flows from investing activities:
Purchases of property and equipment		(7429,~~599~~033	)		(614,~~146~~847	)
Software development costs		(313,~~350~~510	)		(~~593~~3,~~897~~350	)
Patents and trademarks		(141,~~551~~125	)		(561,~~624~~820	)
Net cash used in investing activities		(9243,~~500~~668	)		(~~711~~10,~~667~~017	)
Cash flows from financing activities:
Proceeds from issuance of common stock		1860,~~100,~~000			-175,000
Net proceeds from convertible debenture		-			950,000
Net proceeds from promissory note payable to third party		-			200,000
Proceeds from promissory note payable to related party		362,000			232,942
Repayment of note payable to vendor		-			(104,677	)
Repayment of promissory note payable to related party		(200,000	)		-
Proceeds from short-term promissory note payable					100,000
Repayment of note payable to vendor		(308,696	)		(250,000	)
Repayment of note payable to bank		(7,317	)		(7,622	)
Proceeds from short-term notes payable		850,000			-
Advances from shareholder		-			9,499
Repayment of note payable to bank		(20,947	)		(11,430	)
Net cash provided by financing activities		852,683			372,200
Advances from shareholder		9,609			-
Net decrease in cash and cash equivalents before effect of exchange rate		(74,848	)		(211,281	)
Net cash provided by financing activities		1,791,966			921,512
Effect of exchange rate changes on cash		(18,826	)		22,799
Net decrease in cash and cash equivalents before effect of exchange rate		(193,080	)		(162,281	)
Net decrease in cash and cash equivalents		(93,674	)		(188,482	)
Effect of exchange rate changes on cash		(13,945	)		(50,557	)
Cash and cash equivalents at beginning of period		107,727			260,067
Net decrease in cash and cash equivalents		(207,028	)		(212,838	)
Cash and cash equivalents at end of period	$	14,053		$	71,585
Cash and cash equivalents at beginning of period		260,067			421,700
Cash and cash equivalents at end of period	$	53,039		$	208,862

See Accompanying Notes to Condensed Consolidated Financial Statements

NEXAIRA WIRELESS INC. AND SUBSIDIARIES Condensed Consolidated Statements of Changes in Shareholders’ Deficit and Other Comprehensive Loss For the Year Ended October 31, 2010 and the Three Months Ended January 31, 2011 (Unaudited)

											Accumulated
								Additional			Other
	Common							Paid-in			Comprehensive			Accumulated						Comprehensive
		Stock			Amount			Capital			Loss			Deficit			Total			Loss
BALANCE OCTOBER 31, 2008		15,489,262		$	15,489		$	1,482,926		$	(12,750	)	$	(450,508	)	$	1,035,157
BALANCE OCTOBER 31, 2009		36,329,262		$	36,329		$	1,504,289		$	(75,264	)	$	(3,824,143	)	$	(2,358,789	)
Repricing of stock options in connection with amendment of convertible debenture								25,806									25,806
Issuance of warrants in connection with related party debt								12,000									12,000
Issuance of warrants to vendor in connection with Amended Note Payable Agreement								39,375									39,375
Issuance of common stock for Share Exchange Agreement with Technology Publishing, Inc.		81,640,000			81,640			(159,545	)								(77,905	)
Sales of Westside Publishing Ltd. for cancellation of common stock		(40,800,000	)		(40,800	)		67,856									27,056
Return and cancelation of common shares by former officer and director of Technology Publishing		(20,000,000	)		(20,000	)		20,000									-
Stock-based compensation								15,871									15,871
Net loss														(3,373,635	)		(3,373,635	)	$	(3,373,635	)
Foreign exchange translation											(62,514	)					(62,514	)		(62,514	)
Total comprehensive loss																			$	(3,436,149	)
BALANCE OCTOBER 31, 2009		36,329,262			36,329			1,504,289			(75,264	)		(3,824,143	)		(2,358,789	)
Conversion of convertible debentures into common stock		19,950,000			19,950			1,930,050									1,950,000
Conversion of promissory notes payable to related party into common stock		423,674			424			211,413									211,837
Conversion of promissory notes payable to third parties into common stock		580,849			581			289,844									290,425
Conversion of promissory notes payables to third parties into common stock		580,849			581			289,844									290,425
Issuance of common stock in connection with private placements		2,025,000			2,025			1,297,975									1,300,000
Issuance of common stock in connection with consulting agreements		~~166~~183,~~664~~330			~~166~~183			7379,~~834~~817									7480,000
Issuance of common stock in connection with settlement of accounts payable		94,001			94			21,391									21,485
Stock-based compensation								112,921									112,921
Issuance of warrants in connection with convertible note payable								49,458									49,458
Net loss														(3,378,494	)		(3,378,494	)	$	(3,378,494	)
Purchase price adjustment in connection with Share Exchange Agreement with Technology Publishing, Inc.								41,801									41,801
Foreign exchange translation											(39,343	)					(39,343	)		(39,343	)
Exercise of stock options		225,000			225			33,525									33,750
Total comprehensive loss																			$	(3,417,837	)
Stock-based compensation								163,190									163,190
BALANCE JULY 31, 2010		59,569,450		$	59,569		$	5,441,717		$	(114,607	)	$	(7,202,637	)	$	(1,815,958	)
Net loss														(4,664,762	)		(4,664,762	)	$	(4,664,762	)
Foreign exchange translation											(56,346	)					(56,346	)		(56,346	)
Total comprehensive loss																			$	(4,721,108	)
BALANCE OCTOBER 31, 2010		59,811,116			59,811			5,622,753			(131,610	)		(8,488,905	)		(2,937,951	)
Issuance of common stock in connection with private placements		8,600,000			8,600			851,400									860,000
Issuance of common stock in connection with settlement of note payable to vendor		3,857,406			3,858			381,884									385,742
Issuance of warrants for replacement of options previously issued in connection with the amended convertible debenture								81,615									81,615
Stock-based compensation								49,761									49,761
Net loss														(921,118	)		(921,118	)	$	(921,118	)
Foreign exchange translation											(18,826	)					(18,826	)		(18,826	)
Total comprehensive loss																			$	(939,944	)
BALANCE JANUARY 31, 2011		72,268,522		$	72,269		$	6,987,413		$	(150,436	)	$	(9,410,023	)	$	(2,500,777	)

See Accompanying Notes to ~~Condensed~~ Consolidated Financial Statements

NEXAIRA WIRELESS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements For the Three ~~and Nine~~ Months Ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010 (Unaudited)


1.	THE COMPANY

Nexaira Wireless Inc. (“the “Company”), formerly known as Technology Publishing, Inc. (“TPI”), was incorporated in the State of Nevada on March 19, 2007. The Company is headquartered in Vancouver, British Columbia Canada and its principal operations are located in San Diego, California. The Company develops and distributes 3G/4G wireless broadband routing solutions, as well as communications software to ~~wireless~~wireline and ~~wireline~~wireless carriers, ~~managed~~Managed Service Providers (MSPs), Value Added Resellers (VARs) and distributors. The Company also provides customization services, marketing tools, ~~provisioning~~provision and airtime activations based on individual customer needs. The Company is publicly traded on the Over-the-Counter Bulletin Board (OTCBB) under the symbol “NXWI” and can be found on the worldwide web at www.nexaira.com.

Effective February 19, 2010, the Registrar of Companies of the Province of British Columbia approved the continuation of Nexaira Inc. into British Columbia from the jurisdiction of Alberta. British Columbia law required that Nexaira Inc. change its name to a more descriptive one and, effective February 19, 2010 Nexaira Inc. changed its name to Nexaira Wireless (BC) Ltd. Nexaira Wireless (BC) Ltd. is a wholly owned subsidiary of the Company and its offices are located at Suite #1404, 510 West Hastings Street in Vancouver, B.C., Canada.


2.	BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management, contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position as of ~~July~~January 31, ~~2010~~2011, and the results of operations ~~for the three~~ and ~~nine months ended July 31, 2010 and 2009, and~~ cash flows for the ~~nine~~three months ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010. The balance sheet as of October 31, ~~2009~~2010 is derived from the Company’s audited financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the year ended October 31, ~~2009~~2010.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, ~~2009~~2010, as filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and also requires disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates made by management include revenue recognition estimates, the valuation of deferred income tax assets, the valuation of equity instruments, allowance for doubtful accounts, inventory obsolescence, ~~warranty~~the ~~reserve~~fair value of a derivative liability, and warrants issued in connection with debt.

The functional currency of the Company’s Canadian operations is the Canadian dollar. Assets and liabilities of the Company’s Canadian operations are translated into U.S. dollars at end-of-period exchange rates. Revenues and expenses are translated at average exchange rates in effect for the period. Net currency exchange gains or losses resulting from such translations are excluded from net income and are accumulated in a separate component of shareholders’ ~~equity~~deficit as accumulated other comprehensive loss. Gains and losses resulting from foreign currency, which are not significant, are included in the consolidated statements of operations.


3.	GOING CONCERN

The accompanying ~~condensed~~ consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying ~~condensed~~ consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company has experienced a decline in revenues, and has negative cash flows from operations, negative working capital and capital deficits, which raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, an additional cash infusion.

As discussed in more detail in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2009, the Company has obtained funds from both related and unrelated parties since its inception. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing shareholders and prospective new investors will provide the additional cash needed to meet the Company's obligations as they become due, and will allow the development of its core business. The Company continues to have plans to raise $5 million within the next three months through equity financing. On November 10, 2009, $1,600,000 of debt was converted into 19,250,000 restricted shares of the Company’s common stock at a conversion price of $0.083117 per share in connection with the Share Exchange Agreement effective September 29, 2009. On February 23, 2010, the remaining $350,000 of the convertible debt was converted into 700,000 shares of common stock at a conversion price of $0.50 per share.8

~~From~~Ongoing ~~November~~unfavorable 1,economic ~~2009~~conditions toworldwide ~~July~~have ~~31,~~led ~~2010,~~to ~~the~~a ~~Company~~low ~~has~~level ~~raised $1,300,000,~~ of ~~which~~liquidity ~~$200,000 was~~ in ~~settlement~~many offinancial ~~short~~markets ~~term~~and ~~borrowings~~extreme ~~advanced~~volatility in ~~October~~the ~~2009,~~credit ~~through~~and ~~private~~ equity ~~financing~~markets available to the Company. The Company has ~~also~~obtained ~~converted~~funds ~~a promissory note for $211,837~~ from aboth related ~~party~~ and ~~$290,425~~unrelated inparties ~~promissory~~since ~~notes~~its ~~from third party lenders into equity~~inception. ~~The~~Management ~~units~~believes ~~offered~~this ~~were~~funding ~~priced~~will atcontinue, ~~either $.50~~ and ~~$1.00~~is ~~with~~actively ~~warrants~~seeking ~~priced~~new ~~at $1~~investors.00 ~~and~~Management ~~$1.50~~believes –the ~~see~~existing ~~Note~~shareholders 10and ~~–Shareholders’~~prospective ~~Deficit.~~new ~~The~~investors ~~Company~~will ~~borrowed~~provide the additional ~~$1,212,000~~cash ~~through~~needed ~~short~~to ~~term~~meet ~~demand loan financing from both related and unrelated parties. On May 17, 2010,~~ the Company’s ~~entered~~obligations ~~into~~as ~~debt~~they ~~conversion~~become ~~subscription agreements whereby $21~~due,~~487~~ ~~included in accrued expenses~~ and ~~other~~will ~~current~~allow ~~liabilities~~the asdevelopment of ~~April~~its ~~30,~~core ~~2010~~business. ~~was~~The ~~converted~~Company ~~into~~has ~~94,001~~plans ~~common~~to ~~shares.~~raise ~~However,~~up ~~there~~to is$5 nomillion ~~assurance~~by ~~that~~ the ~~Company~~second ~~will~~quarter beof ~~successful~~fiscal in2011 ~~continuing~~through toequity ~~secure~~and ~~additional~~favorable ~~capital~~debt financing.

If signs of improvement in the global economy do not progress as expected and the economic slowdown continues or worsens, the Company’s business, financial condition, cash flows and results of operations will be adversely affected. If that happens, the Company’s ability to access the capital or credit markets may worsen and it may not be able to obtain sufficient capital to satisfy or refinance all of its outstanding debt obligations as the obligations are required to be paid. If the Company is unable to achieve projected operating results and/or obtain the additional contemplated financing, management will be required to curtail growth plans and reduce development activities. The Company will be required to consider strategic and other alternatives, including, among other things, the sale of assets to generate funds, the negotiation of revised terms of its indebtedness, additional exchanges of its existing indebtedness obligations for new securities and additional equity offerings. The Company has retained financial advisors to assist it in considering these strategic, restructuring or other alternatives. There is no assurance that the Company will be successful in completing any of these alternatives. The Company’s failure to satisfy or refinance any of its indebtedness obligations as they come due, including through additional exchanges of new securities for existing indebtedness obligations or additional equity offerings, will result in a default and potential acceleration of its remaining indebtedness obligations and will have a material adverse effect on its business and continuance as a going concern.


4.	SIGNFICANT ACCOUNTING POLICIES

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, accounts payable, accrued liabilities and debt approximate fair value due to the short-term maturity of these instruments.

Revenue Recognition

The Company’s revenues comprise of the following:

distribution of third party mobile wireless broadband, modules and router ~~solution~~solutions, as well as related accessories;
the Company’s proprietary wireless router solutions that are integrated with the Company’s internally developed software that is essential to the functionality of the equipment; and
customization services, marketing tools, provisioning and airtime activations based on individual customer needs.

The Company recognizes revenue, net of sales tax, in accordance with ~~Staff~~ASC ~~Accounting~~605-10, ~~Bulletin~~Revenue ~~No. 104 (“SAB 104”)~~Recognition, when all four basic criteria are met: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. In addition, the Company does not recognize revenue until all customers’ acceptance criteria have been met. The criteria are usually met at the time of product shipment, except for shipments to distributors with rights of return. The portion of revenue from shipments to distributors subject to rights of return is deferred until the agreed upon percentage of return or cancellation privileges lapse. The Company ~~currently does not resell its internally developed software separately from its proprietary router solution. The Company~~ considered ASC 985-605, ~~(formerly SOP 97-2 –~~ Software Revenue Recognition ~~and EITF 00-21 - Revenue Arrangements with Multiple Deliverables)~~ applied to the revenue recognition of the Company’s newly developed products sold during the three ~~and nine~~ months ended ~~July~~January 31, 2011 and 2010. The Company does not currently sell its proprietary router product and internally developed software separately, and no services are provided after the product is shipped. Therefore, normal ~~SAB~~ASC ~~104~~605-10 revenue recognition guidance applies as noted above.

Revenue recognition relating to customization services and provisioning, while currently not significant, is recognized when services are performed.

In accordance with FASB ASC 605-45 (Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs), the Company includes shipping and handling fees billed to customers in net revenues. Amounts incurred by the Company for freight are included in cost of goods sold.

Computation of Income and Loss per Share

The Company computes income and loss per share in accordance with ASC 260, ~~formerly SFAS No. 128,~~ Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statements of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Derivative Financial Instruments

The Company accounts for derivative instruments in accordance with the provisions of ASC 815-10, Derivatives Hedging, and its related literature. ASC 815-10 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815-10 to be accounted for separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating results.

Fair Value of Financial Instruments

The Company has adopted and follows ASC 820-10, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820-10 are:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 — Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

As defined by ASC 820-10, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of January 31, 2011 or that will be recognized in the future and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaids and other current assets, and other assets, accounts payable, accrued expenses, accrued interest, taxes payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments. The Company’s notes payable to shareholders, long-term debt, and convertible note approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at January 31, 2011 and October 31, 2010. The Company’s embedded derivative liability measured at fair value on a recurring basis was determined using the following inputs:

Fair Value Measurements at January 31, 2011

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Embedded derivative liability

171,792

As of January 31, 2011, the Company’s stock price was $0.10, risk-free discount rate of 4.33% and volatility of 125% was used to obtain fair value of $171,792, resulting in the change in fair value of $17,177 recorded as other expense in the Company’s Consolidated Statements of Operations for the three months ended January 31, 2011.

A reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows:


		Fair Value Measurements Using
		Significant Unobservable Inputs
		(Level 3)
		Embedded Derivative Liability
		January 31,		October 31
		2011
		(unaudited)		2010

Balance beginning of period	$	154,615	$	-
Embedded derivative in connection with convertible debt		-		121,249
Total unrealized loss included in earnings		17,177		33,366
Balance end of period	$	171,792	$	154,615

Concentration of Credit Risk

The Company provides products and services to a variety of customers worldwide. Concentration of credit risk with respect to revenues and trade receivables is limited due to the geographic and industry dispersion of the Company’s customer base. The Company has not experienced significant credit losses on its customer accounts. A small number of customers has typically accounted for a large percentage of the Company’s annual revenues and trade accounts receivable. ~~Five~~Three customers accounted for 2041%, 17%, ~~15%, 13%~~ and 1110%, respectively, of the Company’s revenues for the three months ended ~~July~~January 31, ~~2010~~2011. ~~For~~Four ~~the~~customers ~~three~~accounted ~~months~~for ~~ended July 31~~37%, ~~2009~~14%, ~~two customers accounted for 34~~13% and 1810%, respectively., ~~For~~of the ~~nine~~Company’s revenues for the three months ended ~~July~~January 31, 2010. ~~two~~Four customers accounted for 3623%, 17%, 16% and 1213%, respectively, of ~~the~~trade ~~Company’s~~accounts ~~revenues.~~receivable ~~Three~~as ~~customers~~of ~~accounted~~January ~~for 21%~~31, ~~21%~~2011. ~~and~~As ~~14%,~~of ~~respectively~~January of31, ~~the~~2010, ~~Company’s~~two ~~revenues~~customers accounted for ~~the~~49% ~~nine~~and ~~months~~25% ~~ended~~of ~~July~~outstanding ~~31,~~trade ~~2009~~accounts receivable.

~~Five~~The ~~customers~~Company ~~accounted~~relied ~~for~~on ~~27%,~~two ~~18%,~~suppliers ~~14%,~~to 13provide 98% and 1068%, respectively, of ~~trade~~total ~~accounts~~inventory ~~receivable~~purchases asfor ofthe ~~July~~three ~~31,~~months ~~2010.~~ended AsJanuary ~~of October~~ 31, ~~2009,~~2011 ~~two customers accounted for 26%~~ and ~~17% of outstanding trade accounts receivable~~2010.

The Company relied on two suppliers to provide 55% and 30% of total inventory purchases for the three months ended July 31, 2010. For the nine months ended July 31, 2010, the Company relied on three suppliers of 43%, 20% and 13% for inventory purchases, respectively. For the three months ended July 31, 2009, the Company relied on inventory purchases of 36%, 20%, 12%, and 12% from four suppliers, respectively. For the nine months ended July 31, 2009, the Company relied on inventory purchases of 38% and 33% from two suppliers, respectively.

Research and Development Costs

Internal costs relating to research and development costs incurred for new software products and enhancements to existing products, other than certain software development costs that qualify for capitalization, are expensed as incurred.

Software Development Costs

The Company capitalizes software development costs in accordance with ASC 985-20 ~~(SFAS No. 86~~, ~~Accounting for the~~ Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed). Software development costs consist of labor and overhead costs related to development of the Company’s suite of NexWare™ firmware for the Company’s suite of wireless routers. Software development costs are capitalized when technological feasibility and marketability of the related product has been established. On June 1, 2008, the Company established technological feasibility upon successful completion and testing of the Company’s first working router product pilot firmware program. Capitalized software costs ~~will~~are be amortized on a product-by-product basis, ~~three~~over to five years, beginning when the product is available for general release to customers. ~~During~~As ~~the~~of ~~first quarter ended~~ January 31, ~~2010~~2011, ~~the~~software ~~Company~~development ~~introduced~~costs ~~its 10 initial version of Consumer and Business Class brand of its wireless routing solutions to distributors and value added resellers (VARS) for retail sale~~ in ~~big box stores and on~~ the ~~internet.~~amount ~~The Company began amortization~~ of these two product classes over 5 years in November 2009. During the third quarter ended July 31, 2010, the Company introduced its second generation of Consumer and Business Class brand wireless routing solutions. The Company began amortization of these products class in July 2010. Total amortization expense included in cost of sales was $32884,~~236~~079 ~~and~~includes $~~73,481 for the three months and nine months ended July 31, 2010, respectively. Software development costs totaling $~~109,374 ~~included~~related ~~in the balance sheet as of July 31, 2010 relate~~ to the development of NexWare™ Enterprise Pro ~~products~~product expected to be released in ~~December~~the ~~2010~~second half of 2011. Accordingly, amortization has not begun on ~~this~~NexWare™ ~~product~~Enterprise Pro to date.

Intangible Assets

Intangible assets, consisting principally of patents and trademarks, are accounted for in accordance with ASC ~~Subtopic~~ 350-.30, ~~formerly known as SFAS No. 142,~~ Goodwill and Other Intangibles. Intangible assets that have finite lives are amortized using the straight-line method over their estimated useful lives of fifteen years. Amortization expense ~~for~~included ~~the~~in ~~three~~selling, ~~months~~general and ~~nine~~administration expense for the three months ended ~~July~~January 31, 2011 and 2010 was $56,~~363~~157 and $144,~~551~~330, respectively. ~~No amortization expense was recorded for the three months and nine months ended July 31, 2009.~~

Recent Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06, Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends ASC 820, Fair Value Measurements to require a number of additional disclosures regarding fair value measurements. This guidance requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The guidance became effective for the Company with the reporting period beginning April 1, 2010, except for the Level 3 reconciliation disclosures that are effective for interim and annual periods beginning after December 15, 2010. Adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-14, Software (Topic 985) Certain Arrangements That Contain Software Elements – a consensus of the FASB Emerging Issues Task Force (“ASU 2009-14”). ASU 2009-14 amends the scope of software revenue guidance in FASB ASC Subtopic 985-605, Software-Revenue Recognition, to exclude tangible products containing software and non-software components that function together to deliver the product’s essential functionality and ASU No. 2009-13, Revenue Recognition (Topic 605) Multiple-Deliverable Revenue Arrangements — a consensus of the FASB EITF (“ASU 2009-13”). ASU 2009-13 eliminates the residual method of allocation and requires the relative selling price method when allocating deliverables of a multiple-deliverable revenue arrangement. ASU 2009-13 specifies the best estimate of a selling price is consistent with that used to determine the price to sell the deliverable on a standalone basis. ASU 2009-14 and ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and must be adopted in the same period using the same transition method. If adoption is elected in a period other than the beginning of a fiscal year, the amendments in these standards must be applied retrospectively to the beginning of the fiscal year. Full retrospective application of these amendments to prior fiscal years is optional. Companies may elect early adoption of these standards. The Company does not believe the adoption of ASU 2009-14 and ASU 2009-13 will have a material impact on its consolidated results of operations and financial condition.


5.	CERTAIN FINANCIAL STATEMENT INFORMATION

Inventories
Inventories, net
Inventories consist of the following:
		July 31,			October 31,
		January 31,
		2010			2009
		2011			October 31,
Broadband cards	$	17,062		$	183,112
		(unaudited)			2010
Modules		42,700			398,101
Broadband cards	$	14,135		$	14,390
Routers		129,745			302,469
Modules		35,740			35,740
Routers held by distributors		-			28,057
Routers		232,293			214,984
Accessories and branding collateral		8577,~~360~~820			6577,~~929~~164
		274,867			977,668
		359,988			342,278
Less allowance for obsolescence		(~~101~~170,~~845~~753	)		(~~306~~179,~~586~~753	)
	$	~~173~~189,~~022~~235		$	~~671~~162,~~082~~525

Property and equipment, net

Property and equipment consist of the following:

		July 31,			October 31,
		January 31,
		2010			2009
		2011			October 31,
Computer equipment and related	$	203,727		$	199,804
		(unaudited)			2010
Computer equipment	$	201,906		$	201,906
Computer software and website development costs		119,093			119,093
Office and lab equipment		46,438			4246,~~411~~438
Furniture and fixtures		2925,~~025~~793			2625,~~800~~793
Leasehold improvements		17,947			17,947
Product tooling and moulds		61116,~~864~~849			-87,816
		478,094			406,055
		528,026			498,993
Less accumulated depreciation and amortization		(~~266~~327,~~906~~046	)		(~~179~~293,~~966~~394	)
	$	~~211~~200,~~188~~980		$	~~226~~205,~~089~~599
Depreciation expense for the three and nine months ended July 31, 2010 totalled $27,704 and $87,700, respectively. For the three and nine months ended July 31, 2009, depreciation expense was $30,518 and $87,939, respectively.

~~Accrued~~Depreciation ~~expenses~~expense for the three months ended January 31, 2011 and ~~other~~2010 ~~current~~totalled ~~liabilities~~$33,652 and $31,102, respectively.

Accrued expenses and other current liabilities consist of the following:

		July 31,		October 31,
		2010		2009
Payroll and related	$	264,471	$	174,922
Deferred consulting fees		584,021		179,025
Interest payable		180,557		168,460
Accrued board of director fees		69,000		34,000
Accrued expenses and other		129,443		243,562
	$	1,227,492	$	799,969


6.	SUPPLEMENTAL CASH FLOW INFORMATION

		Nine Months Ended July 31,
		Three Months Ended January 31,
		2010		2009
		2011		2010
Cash paid for interest	$	791,~~923~~046	$	~~117~~16,~~854~~843
Cash paid for income taxes	$	~~1,945~~-	$	~~15,102~~800
Non-cash financing and investing activities:
Conversion of convertible debenture into common stock	$	1,950,000	$	-
Issuance of common stock in connection with settlement of note payable to vendor	$	385,742	$	-
Conversion of promissory notes payable to related parties into common stock	$	211,837	$	-
Issuance of warrants for replacement of options previously issued in connection with the amended convertible debenture	$	81,615	$	-
Conversion of promissory notes payable to third parties into common stock	$	290,425	$	-
Embedded derivative liability	$	17,177	$	-
Issuance of common stock in connection with settlement of short-term borrowing advanced for subscription agreement	$	200,000	$	-
Conversion of convertible debenture into common stock	$	-	$	1,600,000
Issuance of common stock in connection with consulting agreements	$	74,000	$	-
Conversion of promissory notes payable to related parties into common stock	$	-	$	502,262
Issuance of common stock in connection with settlement of accounts payable	$	21,485	$	-
Issuance of common stock in connection with settlement of short-term borrowing advanced for subscription agreement	$	-	$	200,000
Repricing of stock options in connection with amendment of convertible debenture	$	-	$	25,806
Accounts payable transferred to notes payable to vendor	$	-	$	938,770


7.	NET LOSS PER SHARE

Basic earnings per share (“EPS”) exclude dilution and are computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Potentially dilutive securities, which currently comprise of options and a convertible ~~debenture~~note, are excluded from the diluted EPS computation in loss periods and when their exercise price is greater than the market price as their effect would be anti-dilutive.

A reconciliation of weighted-average basic shares outstanding to weighted-average diluted shares outstanding follows:

		Three Months Ended			Nine Months Ended
	For the Three Months Ended
		July 31,			July 31,
	January 31,
		2010		2009	2010	2009
	2011		2010
Basic weighted average common shares outstanding	64,417,677	~~59,528,328~~	53,963,643	~~15,489,262~~	~~57,343,062~~	~~15,489,262~~
Effect of dilutive securities:
Convertible debenture		-		-	-	-
Convertible note	-		-
Stock options	-	-	-	-	-	-
		59,528,328		15,489,262	57,343,062	15,489,262
Diluted weighted average common and potential common shares outstanding	64,417,677		53,963,643

As of ~~July~~January 31, ~~2010~~2011, shares reserved for ~~conversion of~~ the ~~convertible debenture, and the~~ exercise of warrants ~~to purchase common stock~~ totaled ~~0 and 6~~9,~~617~~479,~~023~~390, ~~respectively. 1,129,034 shares are reserved for issuance upon the exercise of stock options granted to a lender~~ and 15,000,000 shares are reserved for issuance upon the exercise of options granted under the Company’s Stock Option Plan, of which 109,~~485~~989,~~417~~583 are outstanding. ~~133~~In addition,~~336~~ 116,670 shares are reserved in connection with a consulting agreement entered into on March 22, 2010, and 1,000,000 shares are reserved for the convertible note payable agreement entered into on August 20, 2010. On February 25, 2011, the lender delivered a notice of conversion with respect to $10,000 of the principal amount of the note into 142,030 common shares. See Note 12 – Subsequent Events. These were excluded from the calculation of diluted earnings per share as their effect was anti-dilutive.

As of January 31, 2010, shares reserved for the conversion of the convertible note, exercise of warrants to purchase common stock, and options to purchase common stock totaled approximately 1,400,000, 4,642,023 and 15,000,000, respectively, and were excluded from the calculation of diluted earnings per share as of January 31, 2010. On November 7, 2010, 1,129,034 stock options granted to a Lender and related party in November 2008 expired. On January 14, 2011 the Company granted 1,129,034 warrants to purchase 1,129,034 shares of the Company’s common stock. These were excluded from the calculation of diluted earnings per share as of January 31, 2011, as their effect was anti-dilutive.

8. ~~CONVERTIBLE~~NOTE ~~DEBENTURE~~PAYABLE TO VENDOR

On ~~November~~January 1013, ~~2009~~2011, ~~$1,600,000~~the inCompany ~~convertible~~entered ~~debt~~into ~~held~~a byDebt ~~various~~Settlement ~~lenders~~and ~~was~~Subscription ~~converted~~Agreement ~~into~~with ~~19,250,000~~a ~~restricted~~vendor. ~~shares~~Under the terms of the agreement, the Company’s issued to the vendor 1,500,000 and 2,357,406 shares of common stock of the Company at a ~~conversion~~deemed price of $0.~~083117~~10 and $0.20 per share, inrespectively, ~~connection~~as ~~with~~full ~~the~~settlement ~~Share~~of ~~Exchange~~$150,000 ~~Agreement~~and ~~effective~~$471,481, ~~September 29~~respectively, ~~2009.~~of ~~The~~the ~~Conversion~~outstanding ~~price~~debt ~~was~~and ~~determined~~accrued ~~based~~interest onthereon ~~the~~as ~~average~~of ~~conversion~~January ~~price~~13, of2011. ~~the~~The ~~Amendment~~Company 4recorded ~~revision~~a ~~price~~gain ofon ~~every~~the ~~$0.20~~settlement ~~for~~of ~~the~~this ~~Pre-March~~note ~~advances~~payable ~~and~~of $~~0.10~~231,016, ~~conversion~~which ~~price~~is ~~for~~included ~~the~~in ~~March~~gain ~~advance,~~on orsettlement ~~$0.15,~~of note payable and ~~11,000,000~~accounts ~~shares~~payable ~~based~~in onthe ~~total~~Company’s ~~debt~~Condensed ofConsolidated ~~$1,600,000~~Statements ~~converted~~of Operations.

~~On February 23, 2010, a lender converted the remaining $350,000 of convertible debt into 700,000 units at $0~~9.50 ~~per~~CONVERTIBLE ~~unit.~~NOTE Each unit is comprised of one common share and one common share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $1.00 per share until February 23, 2012. The units were issued pursuant to a debt conversion agreement dated February 23, 2010.PAYABLE

AsOn August 20, 2010, the Company entered into a 10% Convertible Note Agreement with an investor for total proceeds of $400,000, less $8,500 debt issuance fees which is amortized over twelve months to July 31, ~~2010,~~2011. ~~accrued~~The Convertible Note Agreement bears interest ~~payable~~at 10% per annum and matures July 31, 2011. The note holder has the option after six months following the issuance date to convert the outstanding principal amount under the Convertible Note Agreement, together with unpaid interest thereon, into the Company’s common stock at a conversion price equal to the lesser of (i) $0.50 and (ii) 80% of the average of the three lowest daily dollar volume-weighted average sale price (“VWAPS”) for the Company’s common stock on any particular trading day during the twenty (20) consecutive trading days immediately preceding the applicable conversion date on which the Holder elects to convert all or part of the note. Total amortization expense in connection with the ~~convertible~~debt ~~debentures~~issuance ~~totals~~costs for the three months ended January 31, 2011 is $~~145~~2,~~813~~261 and is included in ~~accrued~~interest ~~expenses~~ and other ~~current~~expense ~~liabilities~~in asthe ~~interest~~Company’s ~~payable~~Condensed Consolidated Statements of Operations.

9The Company determined that the VWAP contained certain price protection features and constituted an embedded derivative. ~~WORKING~~Using ~~CAPITAL~~the ~~LOANS~~Monte Carlo Valuation Model, the fair value of the embedded derivative at January 31, 2011 was determined to be $171,792. The Company’s stock price on January 31, 2011was $0.10, risk-free discount rate of 4.33% and volatility of 125% was used to obtain fair value as of January 31, 2011, resulting in the change in fair value of $17,177 recorded as other expense in the Company’s Condensed Consolidated Statements of Operations for the three months ended January 31, 2011. Accretion of the debt discount associated with the embedded derivative totaled $60,956 for the three months ended January 31, 2011 and is included in interest and other expense in the Company’s Condensed Consolidated Statements of Operations.

OnUnder ~~January~~the 6,scope ~~2010~~of ASC 815-10, the ~~Company~~freestanding ~~converted~~detachable awarrants ~~promissory~~issued ~~note~~in ~~payable~~connection ~~agreement~~with ~~and~~the ~~interest~~issuance ~~payable~~of ~~thereon~~the debt instrument are not considered to be derivative instruments. Under the Black-Scholes model, ~~from~~the aCompany ~~related~~determined ~~party~~the ~~totaling~~fair value of the warrants is $~~211~~49,~~837~~458, ~~into~~which ~~423,674~~is ~~units~~recorded atas ~~$0.50~~debt ~~per~~discount ~~unit~~and ~~pursuant~~to be accreted to ainterest ~~debt~~expense ~~conversion~~over ~~agreement.~~twelve Onmonths ~~January~~to 6,July ~~2010~~31, ~~the~~2011. ~~Company~~Accretion ~~also~~of ~~converted~~the ~~promissory~~debt ~~notes~~discount ~~payable~~associated ~~agreements~~with ~~and~~the ~~interest~~warrants ~~payable~~totaled ~~thereon~~$13,150 ~~from~~for ~~two~~the ~~lenders~~three ~~totaling~~months ~~$290,425~~ended ~~into~~January ~~580~~31,~~849~~ ~~units~~2011 atand ~~$0.50~~is ~~per~~included ~~unit~~in ~~pursuant~~interest toand ~~debt~~other ~~conversion~~expense ~~agreements~~in the Company’s Condensed Consolidated Statements of Operations.

InOn ~~addition~~February ~~to the above debt conversion~~25, ~~on January 6~~2011, ~~2010,~~ the ~~Company~~note ~~converted~~holder executed a ~~short-term~~Form ~~borrowing~~of ~~advanced~~Conversion inNotice ~~October~~for ~~2009~~conversion inof ~~connection~~$10,000, ~~with~~plus aaccrued ~~subscription~~interest ~~agreement~~thereon totaling $~~200~~518,~~000~~ into ~~400~~142,~~000~~030 ~~units~~shares atof $0common stock of the Company.50 ~~per~~See ~~unit~~Note 12 – Subsequent Events.

These shares were issued in connection with a non-brokered private placement of 1,404,523 units, at $0.50 per unit, Each unit consists of one common share and one non-transferable common share purchase warrant that entitles the holder to purchase one additional share of common stock at a price of $1.00 per share until January 6, 2012. See Note 10 – Shareholders’ Deficit.

On January 31, 2010 and March 24, 2010, the Company entered into short-term promissory note agreements with unrelated parties for $200,000 and $100,000, respectively, for working capital purposes. The promissory note agreements are due on demand and bear interest at 12% per annum. On May 2, 2010, the Company repaid $200,000, plus accrued interest of $6,181, to two lenders in connection with short-term promissory note agreements entered into with unrelated parties for working capital purposes.

In April 2010, a shareholder advanced an additional $174,000 in connection with short-term promissory notes for working capital purposes. The shareholder advanced an additional $140,000 on June 23, 2010 and $48,000 on July 8, 2010. The loans bear interest at 12% per annum. As of July 31, 2010, $412,000 was outstanding under the promissory notes payable agreements to the shareholder. Interest payable in connection with the short-term promissory notes totaled $13,905 as of July 31, 2010.

On May 25, 2010, a shareholder advanced $300,000 in connection with a short-term promissory note for working capital purposes. On July 26, 2010 the shareholder advanced an additional $250,000 in connection with a short-term promissory note for working capital purposes. The loans bear interest at 12% per annum. As of July 31, 2010, $550,000 was outstanding under the promissory notes payable agreements to the shareholder. Interest payable in connection with the short-term promissory notes totaled $7,036 as of July 31, 2010.


10.	SHAREHOLDERS’ DEFICIT

~~The following table is a summary of the Company’s non~~Non-brokered ~~private~~Private ~~placement subscriptions, debt conversions, and issuance of common stock in connection with settlement of accounts payable and consulting agreements as of July 31, 2010:~~Placements

Date	Number of Units	Price Per Unit	Cash Proceeds	Settlement of Debt	Settlement of Accounts Payable and Consulting Agreements	Warrants	Price Per Share	Expiration Date
November 10, 2009	19,250,000	$0.083117	$ -	$1,600,000	$ -	-	-	-
January 6, 2010	1,754,523	$0.50	375,000	502,262	-	1,754,523	$1.00	January 6, 2012
February 23, 2010	1,400,000	$0.50	350,000	350,000	-	1,400,000	$1.00	February 23, 2012
April 29, 2010	575,000	$1.00	575,000	-	-	575,000	$1.50	April 29, 2012
May 26, 2010	94,001	$0.22858	-	-	21,485
May 26, 2010	100,000	$0.50	-	-	50,000	-	-	-
May 26, 2010	16,666	$0.36	-	-	6,000	-	-	-
June 17, 2010	16,666	$0.36	-	-	6,000	-	-	-
July 30, 2010	33,332	$0.36	-	-	12,000	-	-	-
	23,240,188		$1,300,000(1)	$2,452,262	$95,485	3,729,523

On December 17, 2010, the Company closed a private placement of 8,600,000 shares of common stock at a purchase price of $0.10 per share for aggregate proceeds of $860,000. The Company issued 3,000,000 shares to two non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and 5,600,000 shares to nine U.S. persons pursuant to Rule 506 of Regulation D and/or Section 4(2).

(Additionally, 1),400,000 Onwarrants ~~January~~were 6,issued ~~2010~~as ~~the~~a ~~Company~~placement ~~settled~~fee aand ~~$200,000~~for ~~short-term~~ongoing ~~note~~investment inbanking ~~connection~~and ~~with~~other afinancial ~~subscription~~advisory ~~agreement~~services ~~received~~to ~~from~~three U.S. persons pursuant to Rule 506 of Regulation D and/or Section 4(2). The warrants are exercisable at a ~~third~~strike ~~party~~price inequal ~~October~~to ~~2009~~US$0.28 per share until November 18, 2013.

~~Private Placements~~14

From November 1, 2009 to July 31, 2010, pursuant to private placement subscription agreements, the Company closed non-brokered private placements for total cash proceeds of $1,300,000. Each unit is comprised of one common share and one common share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $1.00 and $1.50 per share, expiring January 6, 2012 to April 29, 2012. The Company issued the units to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

Conversion of Debt

On November 10, 2009, $1,600,000 in debt held by various lenders was converted into 19,250,000 restricted shares of the Company’s common stock at a conversion price of $0.083117 per share in connection with the Share Exchange Agreement effective September 29, 2009. The Conversion price was determined based on the average conversion price of the Amendment 4 revision price of every $0.20 for the Pre-March advances and $0.10 conversion price for the March advance, or $0.15, and 11,000,000 shares based on total debt of $1,600,000 converted. See Note 8 –Convertible Debenture. The Company issued the units to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

On January 6, 2010, the Company also converted a promissory note payable agreement and interest payable thereon, from a related party totaling $211,837 into 423,674 units at $0.50 per unit pursuant to a debt conversion agreement. In addition, the Company also converted promissory notes payable agreements and interest payable thereon, from two lenders totaling $290,425 into 580,849 units at $0.50 per unit pursuant to debt conversion agreements. See Note 9 –Working Capital Loans. Each unit is comprised of one common share and one common share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $1.00 per share, expiring January 6, 2012. The Company issued the units to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

On February 23, 2010, a lender converted the remaining $350,000 of convertible debt into 700,000 units at $0.50 per unit. Each unit is comprised of one common share and one common share purchase warrant. Each non-transferable warrant entitles the holder to purchase one additional share of common stock of the Company at a price of $1.00 per share until February 23, 2012. The units were issued pursuant to a debt conversion agreement dated February 23, 2010. The Company issued the units to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”).

Settlement of Accounts Payable

On May 17, 2010, the Company entered into debt conversion subscription agreements whereby $21,485 included in accounts payable as of April 30, 2010 was converted into 94,001 common shares. On May 26, 2010, pursuant to board approval, the Company issued the shares to 3 U.S. accredited investors (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”)) relying on Regulation S and/or Section 4(2) of the Securities Act.

Consulting Agreements

On March 17, 2010, the Company entered into a consulting agreement with a consultant to assist the Company in its private placement efforts. The fixed fee consulting agreement calls for payment of $85,000 over the four month service period to be paid by the issuance of 200,000 restricted shares of the Company’s common stock as total consideration. The agreement was cancelled effective May 31, 2010. The Company expensed $50,000 in connection with the fair value of the services performed as of that date, which is included in selling, general and administrative expense for the three and nine months ended July 31, 2010. On May 25, 2010, the Company issued 100,000 restricted shares in connection with this agreement.

On March 22, 2010, the Company also entered into a consulting agreement with a consultant to provide investor relation services to the Company and assist in its private placement efforts. The fixed fee consulting agreement is effective as of April 1, 2010, and calls for payment of $61,200 over a 12-month period to be paid by the issuance of 200,000 restricted shares of the Company’s common stock as total consideration. The agreement is cancelable with 30 days notice. As of July 31, 2010, the Company expensed $24,000 in connection with the fair value of the services performed as of that date, which is included in selling, general and administrative expense for the three and nine months ended July 31, 2010. The Company expects to expense the fair value of the services at the end of each milestone service period performed based on the total agreed upon contract price of $61,200 under the agreement through March 31, 2011. As of July 31, 2010, 66,664 restricted shares have been issued by the Company in connection with this agreement.

None of the securities offered or sold have been or will be registered under the Act and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registrations requirements of the Act. Each of the securities issued will be a “restricted security” under the Act and will be subject to a hold period under applicable U.S. and Canadian securities laws

Shares Reserved for Future Issuance

AsThe ~~of July 31, 2010, the~~ Company ~~issued~~is ~~6,617,023~~required ~~warrants~~to inreserve ~~connection with non-brokered private placements~~ and ~~conversion~~keep available of ~~promissory~~its ~~notes~~authorized, ~~and~~but ~~convertible~~unissued ~~debenture~~shares ~~agreements. A total~~ of ~~1,129,034~~common ~~shares~~stock ~~are~~an ~~reserved~~amount ~~for~~sufficient ~~issuance~~to ~~upon~~effect the ~~exercise~~conversion of ~~stock~~the ~~options~~outstanding ~~granted~~Convertible toNote aPayable, ~~lender and 15~~warrants,~~000,000~~ plus shares ~~are~~granted ~~reserved~~and available for ~~issuance~~grant ~~upon~~under the ~~exercise~~Company’s ofstock ~~options~~option ~~granted~~plans, ~~under~~and ~~the~~shares ~~Company’s~~due ~~Stock~~in ~~Option~~connection ~~Plan~~with consulting agreement. As of ~~July~~January 31, ~~2010~~2011, ~~133,336~~ shares ~~are~~ reserved infor ~~connection~~future ~~with~~issuance ~~consulting~~are ~~agreements~~comprised ~~entered~~of ~~into by~~ the ~~Company.~~following:


		Shares
		Reserved
	Outstanding stock options under the 2009 Stock Option Plan	9,989,583
	Additional shares available under the 2009 Stock Option Plan	5,010,417
	Warrants issued to related party in connection with debt	2,004,034
	Convertible note payable	1,000,000
	Warrants issued in connection with working capital loans from related parties	700,000
	Warrants issued in connection with private placements	4,062,856
	Warrants issued to Vendor in connection with Promissory Note Agreement	1,312,500
	Warrants issued as placement fee for ongoing investment banking and other advisory services	1,400,000
	Shares to be issued in connection with consulting agreement	116,670

		25,596,060

Stock Option Plan

The Company’s 2009 Stock Option Plan provides for the granting of equity awards, including restricted stock and incentive and nonqualified stock options to purchase up to 15,000,000 shares of the Company’s common stock, to employees, directors, officers and independent consultants of the Company. ~~As of July 31, 2010, 10,850,000 stock options have been granted to the Company’s employees, officers and directors of which 364,583 options have been cancelled due to optionees leaving the Company.~~

A summary of stock option activity in connection with the 2009 Stock Option Plan as of January 31, 2011 is as follows:


				Weighted
				Average
	Number			Exercise
	Outstanding			Price
Options outstanding October 31, 2009	8,400,000		$	0.15
Granted	2,450,000		$	0.34
Exercised	(225,000	)	$	0.15
Forfeited	(518,750	)	$	0.15
Options outstanding October 31, 2010	10,106,250		$	0.20
Granted	-			-
Exercised	-			-
Forfeited	116,667		$	0.15
Options outstanding January 31, 2011	9,989,583		$	0.20
Options exercisable January 31, 2011	8,354,166		$	0.17

Stock based compensation expense included in selling, general and administrative expense for the three months ended January 31, 2011 and 2010 totaled $49,761 and $1,477, respectively. The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2012 related to unvested share-based payment awards at January 31, 2011 is $139,020.


11.	RELATED PARTY TRANSACTIONS

On November 7, 2010, 1,129,034 stock options granted to a Lender and related party in November 2008 in connection with the Convertible Loan Agreement expired. On January 14, 2011, the Company granted 1,129,034 warrants to purchase 1,129,034 shares of the Company’s common stock at the exercise price of $0.20 per share, expiring on January 15, 2013. The Company recognized the fair value of the change under the Black-Scholes model totaling $81,615 effective December 17, 2010.

On January 14, 2011, the Board of Directors extended the expiry dates of warrants, issued in August 2009 in connection with the borrowing of funds for working capital purposes, from January 15, 2011 to January 15, 2013. The funds were provided by 0840386 B.C. Ltd. and/or its nominees, 0793296 B.C. Ltd, and 0885084 Alberta Inc., a company related to the Company’s Chief Executive Officer, Chief Financial Officer, and other third party investors.


12.	SUBSEQUENT EVENTS

The Company has evaluated subsequent events, as defined by ASC 855, “Subsequent Events,” through the date that the financial statements were issued.

Short Term Note Payable

On February 2, 2011, the Company entered into short-term promissory note agreement in the amount of $250,000 with an unrelated party, for working capital purposes. The promissory note agreement is due on demand and bears interest at 12% per annum.

Convertible Note Payable

On February 25, 2011, the convertible note holder delivered a notice of conversion with respect to $10,000 of the principal amount of a note, dated August 20, 2010, in the principal amount of $400,000 issued by the Company to the note holder. Effective February 25, 2011, the $10,000 and $518 of accrued interest thereon, were converted into 142,030 common shares of the Company’s stock at a deemed conversion price of $0.074053 per share. See Note 9 –Convertible Note Payable.

Conversion of Short-Term Promissory Note Payable

On February 25, 2011, as disclosed in our current Form 8K as filed with the Commission on March 2, 2011, we entered into a debt settlement and subscription agreement with one investor whereby the Company agreed to issue 2,500,000 shares of our common stock in settlement of $250,000 of a $300,000 short-term promissory notes payable owing by us to the investor. The shares were issued at a deemed price of $0.10 per share. We also issued the investor a note in the principal amount of $50,000 with respect to the remaining balance payable on the debt.

Consulting Agreements

On February 24, 2011, as disclosed in our current Form 8K as filed with the Commission on March 2, 2011, we entered into a letter agreement with a financial advisor, whereby the advisor agreed to provide certain advisory services to the Company in consideration for the issuance of up to 1,800,000 shares of common stock at a deemed price of $0.10 per share, with the shares to be issued as follows: (a) 450,000 shares upon execution of the letter agreement; and (b) 150,000 shares at the end of each month starting on the last day of the fourth month through the twelfth month of the term of the agreement.

Also, on February 24, 2011, as disclosed in our current Form 8K as filed with the Commission on March 2, 2011, we entered into a consulting agreement , whereby the consultant has agreed to provide certain consulting services to the Company in consideration for the issuance of up to 1,800,000 shares of common stock at a deemed price of $0.10 per share, to be issued as follows: (a) 450,000 shares upon execution of the consulting agreement; and (b) 150,000 shares at the beginning of each month starting on the first day of the fourth month through the twelfth month of the term of the agreement.

On March 2, 2011, in connection with the entry into the letter agreements with the financial advisor and the consultant as described above, we issued an aggregate of 900,000 shares of common stock to four U.S. persons who are accredited investors.

Stock based compensation expense included in selling, general and administrative expense for the three and nine months ended July 31, 2010 totalled $47,379 and $112,921, respectively. No stock based compensation was incurred for the three and nine months ended July 31, 2009. The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2012 related to unvested share-based payment awards at July 31, 2010 is $238,864.

A summary of stock option activity in connection with the 2009 Stock Option Plan as of July 31, 2010 is as follows:

	Number			Weighted Average
	Outstanding			Exercise Price
Options outstanding October 31, 2008	6,632,000		$	0.41
Granted	8,400,000		$	0.15
Exercised	-			-
Cancelled	(6,632,000	)	$	0.41
Options outstanding October 31, 2009	8,400,000		$	0.15
Granted	2,450,000		$	0.34
Exercised	-			-
Cancelled	(364,583	)	$	0.15
Options outstanding July 31, 2010	10,485,417		$	0.19
Options exercisable July 31, 2010	7,441,667		$	0.16

11. SUBSEQUENT EVENTS

The Company has evaluated subsequent events, as defined by ASC 855, formerly SFAS No. 165, Subsequent Events, through the date that the financial statements were issued.

On August 12, 2010, 65,000 shares were issued to two employees in connection with the exercise of 65,000 stock options at $0.15 per share.

On August 20, 2010 the Company entered into a 10% Convertible Note Agreement with an investor for total proceeds of $400,000. The Convertible Note Agreement bears interest at 10% per annum and matures July 31, 2011. The note holder has the option after six months following the issuance date to convert the outstanding principal amount under the Convertible Note Agreement, together with unpaid interest thereon, into the Company’s common stock at a conversion price equal to the lesser of (i) $0.50 and (ii) 80% of the average of the three lowest daily dollar volume-weighted average sale price (“VWAPS”) for the Company’s common stock on any particular trading day during the twenty (20) consecutive trading days immediately preceding the applicable conversion date on which the Holder elects to convert all or part of the note.

On August 20, 2010, a shareholder advanced $100,000 in connection with a short-term promissory note for working capital purposes, bringing total notes payable outstanding to the shareholder of $650,000. See Note 9 – Working Capital Loans. The loan bears interest at 12% per annum and is due upon demand.

The Board of Directors proposes to amend and restate the articles of incorporation of the Company to authorize 100,000,000 shares of preferred stock of the Company with a par value of $0.001, which may be divided into and issued is series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by the Board (the “Amendment and Restatement”). The Amendment and Restatement requires the approval by the vote of stockholders of the Company holding at least a majority of the voting power of the common stock of the Company. On August 31, 2010, the Company filed a preliminary Schedule 14A – Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 with the Securities and Exchange Commission.


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided as a supplement to the accompanying condensed consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in our financial condition and results of our operations. The MD&A is organized as follows:

Caution concerning forward-looking statements. This section discusses how forward-looking statements made by us in the MD&A and elsewhere in this report are based on management’s present expectations about future events and are inherently susceptible to uncertainty and changes in circumstances.
Company Overview. This section provides an introductory overview and context for the discussion and analysis that follows in the MD&A.
Results of operations. This section provides an analysis of our results of operations for the ~~nine~~three months ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010. A brief description is provided of transactions and events that impact the comparability of the results being analyzed.
Outstanding Share Data. This section provides the designation and number or principal amount of (a) each class and series of voting or equity securities for which there are securities outstanding; (b) each class and series of securities for which there are securities outstanding if the securities are convertible into, or exercisable or exchangeable for, voting or equity securities; and (c) ~~subject to subsection (2),~~ each class and series of voting or equity securities that are issuable on the conversion, exercise or exchange of outstanding securities.
Financial condition and liquidity. This section provides an analysis of our cash position and cash flows, as well as a discussion of our financing arrangements and financial commitments.
Critical accounting policies. This section discusses those accounting policies that are both considered important to our financial condition and operating results and require significant judgment and estimates on the part of management in their application.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

The MD&A should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this report. This discussion contains forward-looking statements. These forward-looking statements are made as of the date of this report. Any statement that refers to an expectation, projection or other characterization of future events or circumstances, including the underlying assumptions, is a forward-looking statement. We use certain words and their derivatives such as “anticipate”, “believe”, “plan”, “expect”, “estimate”, “predict”, “intend”, “may”, “will”, “should”, “could”, “future”, “potential”, and similar expressions in many of the forward-looking statements. The forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and other assumptions made by us. These statements and the expectations, estimates, projections, beliefs and other assumptions on which they are based are subject to many risks and uncertainties and are inherently subject to change. We describe many of the risks and uncertainties that we face in “Risk Factors” ~~below~~in Item 1A and elsewhere in this report. Our actual results and actual events could differ materially from those anticipated in any forward-looking statement. Readers should not place undue reliance on any forward-looking statement.

COMPANY OVERVIEW

We ~~design,~~ develop and ~~sell~~deliver third and fourth generation (3G/4G) wireless routing solutions that ~~provide~~offer speed, reliability and security ~~for~~to carriers, ~~managed~~mobile operators, service providers, ~~mobile~~value ~~virtual~~added ~~network~~resellers ~~operators~~ (~~MVNOs~~VARS) and ~~businesses~~enterprise ~~seeking~~customers. ~~High~~Recognizing ~~Availability~~the ~~Solutions~~need ~~and~~for ~~business~~competitively ~~continuity.~~priced, ~~Our~~high quality wireless broadband devices in 2008, ~~including~~we ~~our~~designed ~~patent~~and ~~pending~~developed I3customizable ~~GUI~~branded ~~(Graphical~~3G/4G ~~User~~routing ~~Interface),~~platforms for the business market. We believe our routing solutions are simple to install, yet provide the advanced management and business class features ~~and functionality~~ demanded by the most sophisticated ~~network operators and~~ users. ~~Our~~We ~~routing~~believe our wireless devices are ~~capable~~ideal offor ~~providing~~secure ~~complete device and network redundancy in wan-failover/failback mode by leveraging the~~ high ~~speed~~availability wireless ~~networks.~~applications ~~Our~~acting ~~routing solutions with our I3 GUI can also act~~ as the primary router ~~for~~on ~~DSL~~wireless, ordigital ~~cable~~subscriber ~~networks~~lines ~~and~~(DSL), ~~when~~or ~~equipped~~cable ~~with~~networks aor ~~data~~can ~~card~~be ~~and~~used ~~cellular~~to ~~plan,~~provide ~~protect~~complete ~~the~~device ~~business~~and ~~owner~~network ~~from~~redundancy ~~service~~in ~~interruption~~wide ~~caused~~area bynetwork-failover/fail ~~wireline~~back ~~failure providing up to five nines (99~~applications.~~999%) of availability.~~

When our company was formed in 2005, the key focus was to build an organization focused on wireless data communications technology and to develop key supplier and customer relationships. This close involvement with suppliers and customers allowed us to develop an innovative plan for the development and delivery of new products and services to satisfy customer needs and to realize the benefits of being in the forefront of an industry poised to grow exponentially over the coming years.

In 2008, management initiated the development of a new wireless routing platform and for the first time in our history we began writing our own proprietary firmware and software. We retooled our operations and processes to provide compelling 3G/4G wireless routing solutions that we believe are highly competitive in both function and price. Management anticipated the effect of exiting the non strategic low margin distribution business in 2009 and 2010 and knowing the impact on revenues made appropriate adjustments in our cost structure relating to the legacy distribution business.

In March 2009, we announced the availability of our NexWare™ i3 GUI (patent pending) graphical user interface firmware (i3 GUI) for our small office/home office (SOHO) and business class routers. We believe our i3 GUI quickly and effortlessly displays a comprehensive real time view of router status including auto-configuration results of internet wide area network (WAN) connections, which reduces customer support requirements and maintenance costs for service providers, carriers and managed virtual network operators.

During our last fiscal year we launched three new products: (i) our Business Class II high availability router (BCII); (ii) our High Availability network Adapter (HANA^TM); and (iii) our 3G/4G SOHO router. We believe that our patent pending i3 GUI makes routing platforms quick and easy to install providing the functionality, performance and ease of use expected in the market today. We believe our routing devices are ideal for high availability applications acting as the primary router to wireless, DSL, landline or cable networks, or can be used to provide complete device and network redundancy in wan-failover/ fail back applications. As a result, we believe that we have developed a highly robust and secure “adaptive wireless technology platform” that incorporates security functionality and management capability historically only found in wireline routing hardware which we believe is unique in the wireless industry. Unlike many of our competitors, we uniquely own and control all aspects of the processor, operating system and software and can consistently and rapidly develop features and functions required by our customers. This not only improves speed to market but enables us to customize our routing software to meet the specific needs of customers in specialized and unique industry verticals such as ATMs, Kiosk and wireless CCTV security cameras.

We believe we have developed highly functional wireless firmware and software data technologies. Our development staff has engineered a family of proprietary wireless 3G/4G routers that we believe will outperform the competition at a lower price while maintaining significant gross margins. In parallel with this product development we believe we have built an experienced management team and Board of Directors. Our sales and operations are headquartered in San Diego and our corporate office is in Vancouver, British Columbia.

Nexaira’s Business and Outlook

We believe our product line will enable our customers to expeditiously connect to and manage secure high speed data connections rivaling traditional landline connectivity, with unmatched functionality, speed and ease of use; at a lower cost. Our wireless broadband data solutions combine an intuitive user interface with advanced firmware and software which we believe will ensure users benefit from the industry’s most advanced features and functionality.

We believe our highly secure routing solutions are simple to install, yet provide the advanced business grade feature sets demanded by the most sophisticated users. Service providers have selected Nexaira’s broadband data solutions for their high availability WAN failover applications using the 3G cellular network to automatically “back up” or “stand in” when service from wireline networks is interrupted. As the marketplace continues to deploy our secure high availability wireless applications as primary access points, void of any wireline connection, we believe there is potential revenue and sales growth in this emerging market. Additionally, we believe that carriers and service providers can dramatically decrease their total cost of ownership (TCO), including management of their installed hardware base, by using our advanced firmware which may extend the shelf life of their customer premise equipment while providing critical device updates through simple downloads. We enable our customers to bring customized wireless broadband solutions to market more quickly and cost effectively than traditional wireline offerings such as DSL, cable or T-1s.

Our hardware-agnostic broadband router firmware and intuitive user interface enables a non-technical user to quickly and effortlessly setup a network and establish a secure Internet connection.

WeFuture ~~have what we believe is an exceptional team that has developed highly functional wireless firmware and software technologies and have multiple potential patents in the process of being filed~~Strategy. Our development staff have engineered a family of proprietary next generation wireless 3G/4G routers that we believe will outperform our competition at a lower price while maintaining significant gross margins. We ~~have~~intend approximately twenty five employees working out of our operations center headquartered in San Diego, CA, and our sales office in Kansas City, MO. The company’s corporate office is located in Vancouver, BC. Our common shares are publicly traded on the Over-the-Counter Bulletin Board (OTCBB) under the symbol “NXWI” and our website address isto: ~~www.nexaira.com.~~

~~Corporate~~- Continue to build on our Intellectual Property (IP) by designing and ~~Operational~~developing ~~History~~leading edge wireless routers including industry leading firmware and software (NexWareTM) - Price those solutions aggressively for rapid channel adoption - Deliver routing platforms with all the security and management features historically only found on wireline routers - Develop and deliver a suite of routing products through: - Wireline Carriers - Information Technology (IT) Resellers - Wireless Operators - Indirect Distribution Channels - Strategic Partnerships - Distributors

WeProducts were incorporated in the State of Nevada on March 19, 2007 under the name of Technology Publishing, Inc. On June 1, 2007, we entered into a share purchase agreement with Slawek Kajko, our then president, secretary, treasurer and a director of our company, whereby we acquired all of the issued and outstanding shares of Westside Publishing Ltd. in consideration for the issuance of a promissory note in the amount of $28,047. Westside Publishing Ltd. became our wholly-owned subsidiary and we commenced the business of publishing and selling advertising for a consumer electronics magazine entitled Canada HiFi.Services

~~Effective~~Recognizing ~~September~~the ~~29,~~need ~~2009,~~for wecompetitively ~~entered into a share exchange agreement with our wholly-owned subsidiary~~priced, ~~Westside~~high ~~Publishing~~quality ~~Ltd.,~~wireless anbroadband ~~Ontario~~devices ~~corporation,~~in ~~Nexaira Wireless (BC) Inc~~2008, awe ~~British~~designed ~~Columbia corporation (“Nexaira”) (formerly Nexaira Inc, an Alberta corporation),~~ and ~~Nexaira’s~~developed ~~wholly-owned~~customizable ~~subsidiary,~~branded ~~Nexaira,~~routing ~~Inc.,~~platforms ~~a California corporation, whereby we agreed~~ to ~~acquire~~aggressively ~~all~~compete ofagainst ~~the~~both ~~issued~~wireline and ~~outstanding~~other ~~common~~wireless ~~shares~~broadband indata ~~the~~applications. ~~capital~~By ofdeveloping ~~Nexaira~~our ~~from~~own ~~the~~firmware ~~shareholders~~and ~~of Nexaira in consideration for the issuance~~software, bywe ~~us,~~have ofestablished ~~15,489,262~~our ~~restricted~~company ~~common~~as ~~shares~~a inprogressive ~~the~~and ~~capital~~innovative oforganization ~~our~~with ~~company on~~ the ~~basis~~proven ofmanagement ~~1.75~~capabilities ~~shares~~to ofexecute ~~our~~on ~~common~~an ~~stock~~accelerated ~~for~~go-to-market ~~every one Nexaira share~~strategy.

WeI3 ~~divested~~GUI™ Westside Publishing Ltd. effective October 28, 2009. As consideration for this divestment of Westside Publishing Ltd., 40,800,000 restricted shares held by our former president and director were surrendered for cancellation. In addition, 20,000,000 restricted shares were surrendered for cancellation by a former officer and director pursuant to a return to treasury agreement with our company dated October 28, 2009. These share cancellations were effective as of October 30, 2009. With the divestment of Westside Publishing Ltd., on October 28, 2009, our current subsidiaries are Nexaira Wireless (~~BC)~~patent ~~Ltd., a British Columbia corporation, and Nexaira, Inc., a California corporation.~~pending)

The ~~business~~i3 ~~combination~~GUI ~~was~~and ~~accounted~~Google ~~for~~gadgets ason athe ~~reverse~~desktop ~~acquisition,~~provide ~~primarily~~end-users ~~effected~~with byinstant ~~exchanging~~knowledge ~~equity~~of ~~interests~~their byconnection status and throughput performance, which improves the ~~issuing~~user ofexperience ~~our~~while ~~shares~~reducing ~~(accounting~~service ~~acquiree)~~provider tointervention and support costs. By eliminating the ~~owners~~coordination ofwith ~~Nexaira~~wireline ~~(accounting~~technicians ~~acquirer)~~installation astimes ~~explained~~are ~~above~~significantly ~~and~~reduced. ~~accordingly,~~Other ~~reflected~~valuable ascustomer acentric ~~recapitalization~~software infeatures ~~the~~we ~~consolidated~~have ~~financial~~developed ~~statements.~~include:

~~Our~~Iconic ~~Current~~images (like the iPhone) on the dashboard to improve customer confidence, ease of use, retention and ~~Future~~use ~~Business~~of ~~Model~~router tools.
~~When~~Intuitive ~~Nexaira~~structure ~~was formed in 2005, the key focus was to build an organization focused on wireless data communications technology and to develop key supplier and customer relationships. This close involvement~~ with ~~suppliers~~simple and ~~customers~~logical ~~allowed~~menu ~~management~~flow to ~~develop~~accelerate ancustomer ~~innovative~~understanding ~~plan~~of ~~for~~router ~~the~~functions, ~~development~~minimize ~~and~~apprehension ~~delivery of new products~~ and ~~services~~providing toa ~~satisfy~~positive customer ~~needs~~ and touser ~~realize the benefits of being in the forefront of an industry poised to grow exponentially over the coming years~~experience.
InInteractive ~~2008, management initiated the development of a new wireless routing platform~~ and ~~for~~automated ~~the~~set-up ~~first~~wizard ~~time~~that indisplays ~~our~~auto-configuration ~~history~~results ~~began writing our own proprietary firmware and software. In December~~ of 2008, we launched our consumer class router, followed by our highly acclaimed I3 GUI in March 2009. In May 2009, we launched our first “Business Class Router” and signed our first carrier customer. During 2009, management also began exiting the ~~non~~3G ~~strategic~~or ~~low~~4G ~~margin~~connection ~~distribution business. In May 2010, we received certification of three of our second generation routing products~~ and ~~commenced~~provides aresponsive ~~focused~~functional ~~and~~tool ~~targeted sales and marketing initiative. We are pleased to report that since our last quarterly report (for the period ended April 30~~tips, ~~2010)~~which weminimizes ~~have~~user ~~achieved~~frustration ~~several operational milestones~~ and ~~made~~reduces ~~considerable~~product ~~progress in achieving a number of objectives in our business plan most specifically related to winning new customers~~returns. ~~In addition our products have been tested against our competition and subsequently selected by a number of very strategic and influential leaders in the wireline and wireless industries.~~
The most advanced wireless features and performance in the industry such as self-provisioning and NexWare's proprietary tuning algorithm which optimizes cellular bandwidth making it easy for end-users to take advantage of broadband speeds without delays, costs or complexities associated with wireline installs.
Universal Plug in Play (UPnP) automatically connects any 3G or 4G data card to any cellular network.
Enterprise-grade networking management and security capabilities include auto-failover to a 3G or 4G wireless network to back up the primary wireline network.
Virtual router redundancy protocol (VRRP) eliminates single point of failure by providing redundancy for the wireline network and router.
Virtual private networks (VPN) with internet protocol security (IPsec) pass-through and termination protocols provide business class security.
Wi-Fi scheduling and quality of service (QOS) provides the ability to segregate critical applications to ensure service quality.
Revenue-generating carrier customization services such as special configuration, branding, quantities and fulfillment enable mobile virtual network operators, service providers and carriers to differentiate and extend their brands, increase sales and accelerate deployment of mobile and fixed data devices and applications.

To ensure that we positioned our company for the future growth forecasted in the wireless 3G/4G sector and protect our intellectual property, we undertook to design and develop our own routing firmware and hardware. We now design and engineer our own processor boards and like most manufacturers outsource the production of those boards. We develop our own proprietary operating system (similar to a Microsoft operating system on a PC) and develop our own intuitive graphical user interface - the I3 GUI.BCII

~~After~~The 20BCII ~~months~~includes ofsecurity ~~testing,~~and ~~field~~network ~~trials,~~protocols ~~customer~~for ~~driven~~business ~~enhancements~~customers ~~and~~who ~~modifications,~~want weto ~~not~~leverage ~~only~~the ~~understand~~high availability aspects of the ~~customer~~cellular ~~requirements~~networks ~~and~~for ~~the~~failover, ~~market~~primary ~~verticals~~access ~~but~~or ~~have~~remote/mobile ~~better~~locations ~~control~~but onwith the business ~~and~~class ~~the~~features ~~challenges~~traditionally ~~facing~~found itonly on wireline products. InThe ~~May~~BCII ~~2010,~~extends weenterprise ~~achieved~~or acorporate ~~significant~~networks ~~milestone~~over ~~when~~cellular ~~our~~broadband ~~products,~~as ~~the~~well ~~SOHO~~as ~~(Small~~supports ~~Office-Home~~traditional ~~Office)~~DSL, ~~BCII~~cable, ~~and~~T-1 ~~HANA~~or ~~(High~~Ethernet, ~~Availability~~providing ~~Network~~automatic ~~Adapter)~~failover ~~received~~with ~~FCC~~anti-flap and ICVRRP ~~certification~~to ~~and~~ensure wenetwork ~~are~~stability. ~~now~~The ~~actively~~BCII ~~selling~~supports ~~and~~VPNs ~~marketing~~with ~~those~~IPSec ~~products~~termination allowing up to five simultaneous encrypted sessions.

WeWith ~~continue~~the todeployment ~~attract~~of ~~some~~the ofnew 3G+ and 4G networks and NexWareTM secure business class capabilities customers with remote locations can use these new high speed cellular networks as their primary network connection , saving both time and money. The BCII connects seamlessly with HSPA and HSPA + networks from AT&T, Bell and Rogers and Telus as well as 4G networks including Sprint and Clear’s WiMax and Verizon’s 4G LTE (Long Term Evolution). The BCII with XtremeSpeed™ technology optimizes the ~~brightest~~network ~~minds~~connection into the ~~business~~internet and ~~have~~corporate ~~been~~networks ~~successful~~to inmaximize ~~assembling~~speed anand ~~exceptional~~throughput ~~team~~for ofbusiness ~~professionals~~applications such as corporate email, interactive sessions and web access. The ability to interface to both high speed 3G and 4G networks allows businesses to use bandwidth intensive applications such as video conferencing, video surveillance and voice over IP (VoIP) all with , with advanced security, speed and business class functionality

We now intend to leverage the foundation built over the years with our existing business and customers and move aggressively to realize significant and profitable growth by clinically and methodically attacking this untapped and unserviced marketplace. With all the essential building blocks in place, and our products being selected by a number of high profile customers, our management team is ready to execute our post development business plan. We anticipate significant month over month growth in router unit sales and revenue starting in the first and second quarters of FY October 31, 2011 if we can raise adequate equity capital to deploy our sales and marketing plans. Our past investment in service tools, quality assurance and processes has formed a foundation that we believe will enable our business to grow with high product quality, acceptance and profitability.HANA™

AsHANA a(High ~~result~~Availability ofNetwork ~~developing~~Adapter) ~~our~~enables ~~own~~small ~~software~~ and ~~firmware~~medium ~~and~~size ~~engineering~~businesses ~~our~~(SMB) ~~own~~access ~~processor~~to ~~boards~~the weconvenience ~~believe~~and ~~Nexaira’s~~speed ~~gross~~of ~~margin~~the asnew ahigh ~~percentage~~speed ofcellular ~~sales~~networks ~~will~~for ~~increase~~both ~~dramatically~~existing ~~from the traditional~~ and ~~historical~~new ~~distribution~~enterprise ~~rates~~locations. ofIt ~~20%~~uniquely orbundles ~~below~~all toessential ~~higher~~performance ~~gross~~based ~~margin~~cellular ~~yields~~components ~~more~~including ~~typical of~~ a ~~software/firmware~~directional ~~oriented~~antenna ~~company~~with as10dbi wehigh ~~introduce~~gain ~~our~~(10x) ~~higher~~for ~~end~~equipment ~~line~~rooms ofor ~~enterprise~~noisy ~~products~~environments, ~~and~~an ~~solutions.~~auto ~~Over~~configurable ~~the~~network ~~past~~connection ~~6-8 months~~manager, ~~Nexaira has established itself as a progressive~~ and ~~innovative~~optional ~~developer and provider of~~ 3G/4G ~~wireless~~or ~~broadband~~dual ~~data~~mode ~~solutions~~modem for ~~business.~~EVDO WeRevA, ~~believe~~HSPA, ~~our~~HSPA+, ~~suite~~WiMAX ofor ~~products~~LTE ~~and~~networks. ~~solutions~~All ~~will~~HANA ~~enable~~products ~~our~~come ~~customers~~in toa ~~expeditiously~~ruggedized ~~connect~~enclosure to and ~~manage~~are ~~high~~also ~~speed~~available ~~data connections rivalling traditional landline connectivity,~~ with ~~unmatched~~NEMA ~~functionality, speed and ease of use and at a lower cost~~certification.

WeHANA ~~believe~~provides ~~our~~immediate ~~proprietary~~access ~~routing solutions are simple~~ to ~~install,~~any ~~yet~~cellular ~~provide~~network ~~the advanced business grade feature sets demanded by the most sophisticated users. Service providers have selected Nexaira’s broadband data solutions~~ for ~~their~~complete ~~high~~diversity ~~availability~~to ~~and~~wired ~~wide area~~ network ~~(WAN)~~infrastructure; ~~failover~~industry ~~applications~~standard ~~using~~VPN ~~the~~IPSec ~~3G/4G cellular networks~~ to ~~automatically~~ensure ~~“back~~data ~~up”~~security; orIP ~~“stand~~address ~~in”~~pass ~~when~~through ~~service~~to ~~from~~ wireline ~~networks~~router; isrouter ~~interrupted.~~hardware ~~Additionally,~~redundancy wevia ~~believe~~VRRP ~~that~~(Virtual ~~carriers~~Redundancy ~~and~~Routing ~~service~~Protocol); ~~providers~~XtremeSpeed ~~can~~WAN ~~dramatically~~optimization ~~decrease~~ensuring the ~~cost~~fastest ~~and~~wireless ~~management~~connection; ofWi-Fi ~~their~~802.11n ~~installed~~2x2 ~~hardware~~MIMO; ~~base~~statefull bypacket ~~using~~firewall ~~Nexaira’s~~technology; ~~advanced~~QOS ~~firmware,~~(Quality ~~extending the shelf life~~ of ~~their~~service) ~~customer~~for ~~premise~~business ~~equipment~~applications ~~and~~as ~~providing~~well ~~critical~~as ~~device~~support ~~updates~~for ~~through~~General ~~simple~~Routing ~~downloads.~~Encapsulation ~~We enable our customers to bring customized wireless broadband solutions to market more quickly and cost effectively than traditional wireline offerings such as DSL, Cable or T-1s~~(GRE).

~~Nexaira’s~~HANA ~~hardware-agnostic~~improves ~~broadband~~speed, ~~router~~coverage ~~firmware~~and offers advanced security, redundancy and ~~intuitive~~management ~~user~~protocols ~~interface~~for ~~enables~~business applications in a ~~non-technical~~unique ~~user~~tamper proof enclosure. It has the ability to ~~quickly~~increase ~~and~~cellular ~~effortlessly~~coverage ~~setup~~from aIT closets by being placed in an optimum position for signal strength anywhere on the local area network ~~and~~(LAN) ~~establish~~using power over the Ethernet (POE). In addition, HANA provides a secure ~~Internet~~and robust wireless connection acting as a primary network connection for companies with rural locations where wireline access is either unavailable or cost prohibitive.

In addition, the superior management tools and reliable operating design supports the needs of the largest customer networks that rival existing wireline deployments but have all the benefits of wireless. With our base of current customers and a diversified expanding market, we believe our new suite of products will create one-time and recurring revenue, yielding higher gross profit margins as compared to the legacy distribution business.SOHO

~~Key~~The ~~Initiatives~~new ~~Underway:~~3G/4G SOHO (Small Office Home Office) router is designed for the small office/home office market. It is fast, secure, and provides instant Wi-Fi service to a home or office without the need to run data cabling or subscribe to a wireline service.

	(1)	Nexaira routing solutions are currently being offered as a WAN failover solution by large strategic customers and are being field tested or in certification testing at Tier One North American carriers. .
	(2)	Plans are being developed to form business relationships with 5-10 additional carriers/strategic customers by October 31, 2010, targeting approximately 300 carriers worldwide as part of our 5 Year Business Plan.

The SOHO offers automated set-up with the i3 GUI and Google gadget; multiple user access to the Internet; 300 mbps speeds with 802.11n 2x2 MIMO Wi-Fi service; and faster 3G/4G connection than using a data card on a laptop computer. The SOHO connects seamlessly with HSPA and HSPA + networks from AT&T, Bell and Rogers and Telus as well as 4G networks including Sprint and Clear’s WiMax and Verizon’s 4G LTE (Long Term Evolution). As a result, we believe that users will no longer be subjected to the long installation times, service area coverage or repair time related to traditional wireline networks. Nexaira’s SOHO router is easy to install and does not require technical support. We believe that the NexConnect® SOHO router is ideal for users that want ease of use and auto-connect capability without the difficulty typically associated with installing a wireline router.

The BCII and SOHO routers, connected to a WiMAX network will produce throughput speeds 200% - 500% faster than EVDO revA networks, depending on location. When connected to Verizon’s LTE network, throughput speeds can improve tenfold. Additionally we believe that when combined with the speed to market advantage of wireless and the ability to reduce the total cost of ownership – more carrier, service providers and enterprises will be going wireless.

	(3)	Currently working with carriers to package WAN failover solutions to merchants experiencing service interruptions associated with wireline network failure effectively creating an insurance policy for merchants.
	(4)	Outside of the USA and Canada, we are in business discussions with strategic partners and carriers in Africa, Europe, India and South America.
	(5)	We continually are establishing and developing relationships with manufacturers, VARS, distributors and managed service providers in North America.
	(6)	We have raised approx. $5.5 million in equity to date from accredited investors and friends and family and are seeking $5 million in working capital from a strategic financial partner. We intend to use the proceeds of the raise for marketing, sales, business development, provisioning and future product releases and filing of intellectual property patents.

We have spent approximately $2,635,000 over the last two years on research and development activities of which $1,059,869 has been capitalized as software development costs in accordance with ASC 985-20, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Software development costs are capitalized when technological feasibility and marketability of the related product has been established. Capitalized software costs are amortized on a product-by-product basis, beginning when the product is available for general release to customers.

WeMarketing ~~believe that we have established a strong foundation of IP (Intellectual Property), industry relationships, quality assurance methodologies~~ and ~~proprietary~~Sales enabling technology, NexWareSM, which can be readily adapted to meet the needs of specific partners and markets. Our objectives over the next 12 months are to continue to build value inside the business and move our company to a more profitable stage of growth.Activities

~~Our~~We ~~company~~are isseeing ~~armed~~opportunities ~~with~~developing ~~seasoned~~in ~~senior~~multiple ~~management~~verticals ~~and~~across ~~board~~many ~~members~~market ~~with~~segments. aSome ~~solid~~select ~~track~~verticals ~~record~~listed ofbelow ~~execution,~~are awhere ~~motivated~~we ~~and~~are ~~talented~~focusing ~~team~~our ofsales ~~employees,~~and amarketing ~~suite~~efforts ofand ~~proprietary~~management ~~and~~is ~~disruptive~~confident ~~technologies,~~based ~~state-of-the-art~~on ~~services~~early ~~and~~adoption aof ~~dedicated~~our ~~support~~products ~~organization.~~that Weany ~~have~~one ~~strong~~of ~~and~~these ~~strategic~~verticals ~~business~~could ~~relationships~~contribute ~~built~~significantly ~~over~~to ~~several~~our ~~decades~~revenue plan, ~~with~~if ~~enthusiastic~~not ~~support~~all. ~~from~~Sales ~~prestigious~~activities ~~customers~~are ~~and~~currently anunderway ~~established~~in ~~business~~each ~~operation~~of ~~that~~the isfollowing ~~positioned~~segments, ~~for~~which ~~growth.~~we believe validates our strategy:

InBusiness order to exploit our current technological and market advantage, quickly ramp sales and accelerate our aggressive business plans, management is seeking to raise $5 million USD in equity and establish a credit facility with a bank and/or lender. This $5 million USD in equity will add to the $5.5 million invested to date which has allowed us to successfully restructure and re-focus the company. The proceeds of the $5 million will be used to launch our sales and marketing initiatives, for business development, provisioning and future product releases and filing of intellectual property patents and to achieve profitability from operations.Applications

~~From~~Business ~~management’s~~Continuity ~~perspective,~~– itExisting iswireline ~~clear~~network customers of Tier One and Tier Two carriers want a 3G or 4G routing solution that ~~“Wireless~~ensures their services are not interrupted in the event of a device failure or failure of the wireline network which is ~~Winning”~~a common occurrence today. In most cases alternative broadband services are not available and ~~our~~if ~~Board~~so rarely in a diverse route. Wireless broadband provides a completely diverse route matching or exceeding wireline bandwidth throughput. Our software, ~~management~~NexWare, ~~employees~~provides business class reliability based on industry standard protocols and ~~strategic~~processes ~~partners~~used ~~intend~~for years in sophisticated wireline networking equipment. NexWare’s use of these protocols allows it to ~~play~~work awith ~~significant~~existing ~~role~~wireline inequipment ~~this~~to ~~emerging~~provide network availability previously only supported by routers many times its price. We are actively engaged with multiple managed service and value added service providers developing secure high availability and business ~~sector~~continuity services no longer able to be met with expensive and antiquated dial backup solutions.

~~RESULTS~~Wireline OFReplacement ~~OPERATIONS~~- –We ~~THREE~~believe ~~AND~~we ~~NINE~~can ~~MONTHS~~compete ~~ENDED~~with ~~JULY~~traditional ~~31,~~landline ~~2010~~routing ~~AND~~products ~~JULY~~and 31wireline services by offering higher function and lower cost than what service providers have available to choose from today. With the advent of 4G LTE from companies like Verizon we have realistically seen download speeds up to 22mbps with upload speeds up to 10 mbps, ~~2009~~up to ten times faster than existing DSL services.

AsSmall ~~outlined~~Medium inSized ~~our~~Enterprises ~~annual~~(SMEs) ~~report~~– ~~for~~With ~~the~~over ~~year~~27 ~~ended~~million ~~October~~SMEs ~~31,~~in ~~2009~~the ~~and~~US ~~July 31~~alone, ~~2010~~this ~~quarterly~~vertical ~~financial~~is ~~statement,~~made weup ~~forecasted~~of ~~continued~~quick ~~downward~~service ~~pressure~~retail on(QSR) ~~the~~and ~~revenues~~small businesses needing quick and ~~gross~~simple ~~profits~~installations ~~generated~~and reliability offered by the ~~sale~~combination of Nexaira routing solutions and ~~distribution~~high ofspeed ~~other~~wireless ~~manufacturers’~~networks. ~~products~~Small ~~while~~business weowners ~~focused~~may ~~our~~have ~~resources~~neither onthe ~~readying~~time ~~our~~nor ~~new~~the ~~proprietary~~patience ~~router~~to ~~products~~wait for ~~commercialization~~scheduled ininstallation, which traditionally could take several weeks. In addition, we believe the ~~marketplace~~reduced cost and improved performance of HSPA and HSPA+ WiMAX and LTE networks will offer this segment a compelling alternative to wireline.

~~Our~~Emerging ~~planned~~and ~~revenue~~Developing ~~growth~~Markets ~~and~~– ~~return~~Emerging tomarkets ~~profitability~~in isBrazil, ~~expected~~Russia, toIndia, ~~come~~and asChina, aLatin ~~result~~America, ofMid ~~(1)~~Eastern ~~the~~and ~~introduction~~African ofcountries ~~our~~are ~~innovative~~growing ~~and~~faster ~~patent~~than ~~pending~~in ~~proprietary~~developed ~~technology,~~countries ~~(2)~~and ~~the~~have ~~launch~~taken ofthe ~~our~~approach ~~new~~that ~~suite~~wireline ofsolutions ~~products~~are ~~catering~~no tolonger the ~~growing~~optimal, ~~3G/4G~~cost ~~wireless~~effective ~~business~~or ~~segment~~timely ~~and~~choice. ~~(3)~~Management ~~building~~believes anmany ~~experienced~~countries ~~sales~~will, ~~and~~if ~~operations~~they ~~team~~have ~~focused~~not onalready, ~~the~~stop ~~wireless~~building ~~marketplace.~~copper ~~Our~~or ~~success~~even isfibre ~~also~~networks ~~heavily~~in ~~dependent~~metropolitan onareas, ~~our~~instead ~~ability~~electing to ~~raise~~use ~~new~~wireless ~~capital~~networks for ~~inventory~~their Internet and ~~general~~data ~~operating~~access ~~expenses~~needs.

~~The~~SOHO ~~first~~(Small ~~phase~~Office ofHome our sales cycle, being selected by key strategic customers, shows that our products are being accepted and perform as specified. During this quarter, after going through rigorous field trials and testing we announced that our router products were selected as a failover and primary router for several strategic customers including: Premier Wireless Solutions, Rogers Communications, Gemcom, Megapath Inc., Clear Talk, Continuous Touch, TeraNova Consulting Group, 3G Store.com and Telespire. Being selected is a great endorsement and testimonial as to the quality of our products. In addition to opening up new sales channels, the next phase is to work with these named customers and new customers on closing recurring sales.Office)

With ~~our~~millions ~~base~~working offrom ~~current~~home ~~customers~~or ~~and~~on athe ~~diversified~~road ~~expanding~~in ~~market~~hotel rooms, weoften ~~believe~~in ~~our~~small ~~new~~teams ~~suite~~ of ~~products~~people, ~~will~~data ~~create~~cards ~~onetime~~with a one to one relationship to the wireless carrier are cumbersome and ~~recurring~~ineffective. ~~revenue~~The SOHO user, ~~yielding~~when ~~higher~~he ~~gross~~or ~~profit~~she ~~margins~~combines asa ~~compared~~data tocard from any carrier in the ~~legacy~~country, ~~distribution~~can ~~business~~benefit from improved security and throughput speed at a lower price. ~~With~~One ~~the~~data ~~introduction~~card ofcan ~~our~~serve ~~new~~the ~~router~~needs ~~solutions,~~of wemany ~~intend~~when toconnected ~~leverage~~with our ~~existing~~router ~~loyal~~and ~~customer~~it ~~base,~~is ~~enhance~~more ~~our~~secure ~~fulfillment~~than ~~expertise~~a tohotel ~~provide~~lobby ~~unique~~or ~~packaging~~coffee shop and ~~delivery~~one ofdoes not have to pay the ~~NexWareSM~~often ~~software,~~exorbident ~~develop~~hotel ~~new~~rates ~~markets,~~for ~~add~~WiFi ~~new~~Internet ~~customers~~access. ~~and~~US ~~increase~~Government ~~revenues~~employees ~~and~~are ~~margins,~~strongly ~~strengthen~~discouraged ~~our~~from ~~business~~connecting ~~relationships~~to ~~with~~their ~~strategic~~corporate ~~vendors~~email ~~and~~from ~~continue~~unsecured toWiFi behotspots. ~~innovative~~With inthe ~~developing~~SOHO, ~~software~~we ~~and~~believe ~~firmware~~that tothey ~~meet~~need ~~our~~not ~~customers’~~be ~~needs~~concerned.

Speciality Verticals and M2M

Many installations currently exist that can take advantage of wireless networks connected using a Nexaira router, especially those applications that are difficult to reach with a wireline connection. One example is video survellence. Demand is ever increasing for CCTV cameras to be “networked” to allow for future viewing, but many installations cannot be reached with wireline connections or would be cost prohibitive even if they were. The market is also moving away from existing analog (dial-up) connections to IP Video connections using the Internet. According to IPMarketVideo.info IP video surveillance product sales will increase by 200% between 2010 and 2012, significantly disrupting and overtaking analog CCTV sales. Britain by all accounts has just 1% of the world’s population but accounts for over 20% of CCTV sales with an install base of more than 4.2 million. Another area where Nexaira routers are built directly into the device is ATMs. With over 500,000 ATM’s in North America alone, and an industry motivated to find a better solution because of the high cost and poor reliability of analog circuits, we believe a significant opportunity exists to migrate these existing devices to secure high speed wireless connections using Nexaira routers. We have developed a specific solution to replace the function of the dial-up modem and analog circuit, without changing any of the other components in the ATM itself, while proving a faster more secure and more reliable wireless connections – at lower cost.

Competition

Current industry research indicates that wireless data service providers have reached a cost of service inflection point with wireline data service providers.

The competition is divided into two distinct categories:


-	Legacy wireline providers who:
	-	treat wireless as a consumer routing application;
	-	use Cisco and Juniper type devices that can cost in excess of $1,000 per unit; and
	-	have limited cellular modem support or controlled modem distribution and pricing.

-	Wireless device manufacturers targeting consumers that do not provide business class solutions including:
	-	reliability and high availability protocols;
	-	security and access protocols; and
	-	remote management.

Intellectual Property

We have filed trademark applications and secured trademark registrations in Canada and the United States for various aspects of our product portfolio, including:

NexWare^TMfor use in association with our computer firmware that provides auto-configuration for cellular wireless devices including routers, modules and modems;

NexWave^TMfor use in association with our high gain cellular antenna product;

NexConnect® for use in association with our family of computer networking hardware products;

XtremeSpeed® for use in association with communication software and NexWare^TMwireless algorithm optimization; i3 GUI^TMour NexWare^TMIconic Graphical User Interface, for use in association with communication software for providing Internet access;

HANA^TMfor use in association with our family of high availability network adapters;

NEXAIRA®; and

Nexaira Wireless™.

We have patents pending related to our i3 GUI™ technology, and are in the process of evaluating the efficacy of filing for patent protection on other intellectual property.

Employees

Our operations are headquartered in San Diego, California and our corporate office is in Vancouver, British Columbia. We have twenty-two employees, including consultants.

Corporate History

We were incorporated in the State of Nevada on March 19, 2007 under the name of Technology Publishing, Inc. On June 1, 2007, we entered into a share purchase agreement whereby we acquired all of the issued and outstanding shares of Westside Publishing Ltd. We divested Westside Publishing Ltd. effective October 28, 2009 as consideration for the cancellation of 40.8 million shares of our restricted common stock. Also on October 30, 2009, 20 million restricted common shares held by a former officer and director were surrendered for cancellation under a return to treasury order.

On September 29, 2009, we completed the acquisition of Nexaira Wireless (BC) Ltd. (“Nexaira BC”), its California subsidiary and its security holders, whereby we agreed to acquire all of the issued and outstanding common shares in the capital of Nexaira BC in consideration for the issuance of 15,489,262 restricted common shares on the basis of 1.75 shares of our common stock for every one Nexaira BC share.

Effective October 26, 2009, we completed a merger with our subsidiary, Nexaira Wireless Inc., a Nevada corporation which was incorporated solely to effect a change in our name to better reflect the nature of our business. As a result, we changed our name from “Technology Publishing, Inc.” to “Nexaira Wireless Inc.” The name change became effective with the Over-the-Counter Bulletin Board at the opening for trading on November 2, 2009 under the new stock symbol “NXWI”.

We develop and deliver 3G and 4G wireless routing solutions that offer speed, reliability and security to carriers, mobile operators, service providers, VARS and enterprise customers. Recognizing the need for competitively priced, high quality wireless broadband devices in 2008, we designed and developed customizable routing platforms for the business market. Our routing solutions are simple to install, yet provide the advanced management and business class features demanded by the most sophisticated users. We believe our wireless devices are ideal for secure high availability wireless applications acting as the primary router on wireless or wireline networks or they can be used to provide complete device and network redundancy in failover/fail back applications and when connecting remote M2M devices such as ATMs and CCTV cameras.

Plan of Operations

As highlighted in our October 31, 2010 annual audited consolidated financial statements, 2009 and 2010 was a period of significant change for us. Shifting from being a reseller of data cards for the wireless industry, in May 2010 we launched our first proprietary wireless routers that interface easily with the 3G and 4G wireless networks of Verizon, Sprint and AT&T as well as HSPA+ networks of Bell, Rogers and Telus. We re-aligned our operations as we exited from marginally profitable product lines and focused on developing our procurement and supply systems to support sales growth of our new products. During this time we were successful in raising enough working capital from investors to sustain operations and position us for growth in our emerging business. With a focus on designing, developing and distributing our own products – specifically wireless routing solutions which include firmware and software developed in house - we began selling our products in June of 2010. After months of testing, field trials, customer driven enhancements and modifications, we not only understand the customer requirements and the market verticals but have better control on the business and the challenges facing it. Being less dependent on the commodity based distribution business, we have now commercialized our proprietary routing solutions in an attempt to increase and broaden our revenue streams and gross margins. Our planned revenue growth and return to profitability is expected to come as a result of (1) the introduction of our innovative wireless router products and solutions (2) marketing and sales of our suite of products catering to the growing 3G/4G wireless business segment (3) expansion of our sales and operations team focused on the wireless marketplace and (4) the capability of securing a continuous stream of router hardware components to meet current and future sales demand. This, of course, is dependent on our ability to attract and raise new growth and working capital.

Over the next twelve months, as part of our overall business strategy, we intend to continue to develop new markets, add new customers, strengthen our business relationships with strategic vendors and continue to be innovative in developing software and firmware to meet our customers’ needs. We also intend to continue to strengthen our management by attracting seasoned executives with sales, marketing, finance and technical expertise from the wireless and wireline industries.

Our go-to-market strategy will focus on the following key areas:

Working with wireless carriers to package WAN failover solutions to merchants experiencing service interruptions associated with wireline network failure.
Continuing to build wireline and wireless carrier relationships with the goal of expanding relationships to approximately 300 carriers worldwide in five years.
Continuing to identify and respond to our customers’ needs by introducing new product designs and solutions for 3G and 4G next generation networks,

Engaging in business discussions with strategic partners in emerging nations where wireline infrastructure is not available.
Establishing and developing relationships with manufacturers, VARS, distributors and managed service providers in North America.
Leveraging customizable software and firmware to create new applications to enter new vertical markets.

We believe that we have established a strong foundation of IP, industry relationships, quality assurance methodologies and proprietary enabling technology, NexWare^TM, which can be readily adapted to meet the needs of specific partners and markets. Our objectives over the next 9 months are to continue to build value inside the business and move our company to a more profitable stage of growth. To support this growth, we believe we require approximately $5 million to drive our new business model, launch our new products, meet our customers’ needs and increase shareholder value. We have signed agreements with financial advisors and consultants to assist us in raising the necessary capital.

We intend to use financing raised to launch the sales and marketing campaign, procure router hardware components and provide the necessary working capital to allow management to achieve profitability from operations, which we believe will increase shareholder value.

RESULTS OF OPERATIONS – JANUARY 31, 2011 COMPARED TO JANUARY 31, 2010

To ensure that we positioned our company for the future growth forecasted in the wireless 3G/4G sector, we turned our attention away from being solely dependent on the manfuacturers we represented towards designing and developing our own products – specifically 3G/ 4G wireless routing firmware and hardware. This focus on developing and marketing our own line of products has impacted our revenues when compared to the same period in 2010. After 18 months of testing, field trials, customer driven enhancements and modifications, we not only understand the customer requirements and the market verticals but have better control on the business and the challenges facing it.

Revenues

~~The~~Revenues ~~decision~~for tothe ~~exit~~three ~~certain~~months ~~elements~~ended January 31, 2011 were $291,500, a decrease of $214,838 or 42% from the ~~distribution~~$506,338 ~~business~~generated ~~and~~in ~~allocate~~the same period in 2010. The decline in revenues in the three months ended January 31. 2011 was primarily attributable to the decision to focus our resources toon ~~developing~~marketing our own line of products ~~resulted~~and inmove ~~part,~~away infrom ~~lower~~our ~~sales~~dependence on the sale of non-Nexaira products such as data cards and modules, which for the ~~three~~same period in 2010 amounted to $218,333 and ~~nine~~$143,134 respectively. On a more positive trend, our router revenue for the three months ended ~~July~~January 31, 2011 increased from $126,609 in 2010 to $205,459, up $78,850 or 62% for the same period in 2010. More importantly, Nexaira router sales as a percentage of total sales represented 70% for the three months ended January 31, 2011 compared to only representing 25% of total sales for the same period in ~~2009~~2010.

~~Total~~Although ~~revenues~~the ~~for~~sales ~~the~~ramp ~~three~~has ~~months~~not ~~ended~~materialized ~~July~~as ~~31,~~quickly ~~2010~~as ~~was~~we ~~$270~~anticipated,~~305~~ ~~compared~~we toare ~~$845,956~~encouraged ~~for~~by the ~~three~~positive ~~months~~trend ~~ended~~being ~~July~~established ~~31,~~in ~~2009,~~terms ~~a decrease~~ of ~~$575,651.~~our ~~Total~~month ~~revenues~~over ~~for~~month ~~the~~unit ~~nine~~sales ~~months~~increases ~~ended~~and ~~July 31, 2010 amounted to $1,301,696 compared to $4,441,926 for~~ the ~~same~~increasing ~~period~~number inof ~~2009,~~sales aleads ~~decrease~~and ~~of $3,140,230~~deals. AsWe ~~outlined~~are ~~above,~~signing anew ~~significant~~contracts ~~component~~in ofthe ~~this~~business $3application,~~140,230~~ ~~decrease~~small ~~includes~~office/home ~~$979,712~~office inand ~~relatively~~specialty ~~low~~and ~~gross~~machine ~~margin~~to ~~module~~machine ~~sales~~vertical ~~generated in 2009 which we no longer distribute~~markets. ~~The~~We ~~remaining~~believe ~~$2,160,518 decrease in revenues is due in part to~~ the ~~economic~~raising ~~situation~~of ~~facing~~additional ~~the~~working ~~data~~capital ~~card~~will ~~sector,~~allow ~~increased~~our ~~competition~~company ~~from~~to ~~other~~augment ~~distributors~~its ~~added~~sales ~~by manufacturers~~ and amarketing ~~general~~resources ~~decrease~~required into ~~product~~support ~~demand~~our ~~for~~planned ~~certain~~future ~~data~~revenue ~~products~~growth.

~~Gross~~Cost ~~profit for the three months ended July 31, 2010 was $117,384 and $196,924, respectively, or 43% and 23%, respectively,~~ of ~~total~~Product revenues. The higher gross profit % for the three months ended July 31, 2010 shows the impact of introducing our own router product to the sales mix, as well as liquidation of end of life inventory for which a reserve was established in prior periods. This compares to gross profit of $255,160 and $1,167,604, respectively, or 20% and 26%, respectively, of total revenues for the nine months ended July 31, 2009. The decrease in gross profit for the nine months ended July 31, 2010 is primarily due the liquidation of end of life inventory, primarily module inventory which we no longer distribute for which a reserve was established in prior periods.Sales

Cost of product revenues for the three months ended January 31, 2011 amounted to $158,971 or 54.5% of revenues compared to $371,095 or 73.3% of revenues for the same period in 2010. This decrease is attributable in part to the fact that we are not having to sell other manufacturer’s products at lower prices or at liquidation prices to be competitive, as was the case in 2010 and the fact that our costs associated with our router hardware components and boards have remained relatively stable. Total cost of revenues amounted to $213,608 for the three months ended January 31, 2011 as compared to $387,593 for the same period in 2010 and includes non cash expenses of $54,637 and $16,498, respectively, relating to the amortization of router tooling costs and capitalized research and development costs.

Gross Profit

Overall gross profit for the three months ended January 31, 2011 was $77,892, or 26% of total revenues from the sale of Nexaira routers, accessories and other manufacturer’s products that have lower margins. This compares to overall gross profit of $118,745 or 23% of total revenues for the three months ended January 31, 2010. More significant is that the gross profit on Nexaira product router sales, excluding amortization expense which is a non-GAAP measurement, for the three months ended January 31, 2011 amounted to $85,648 or 42% on router revenues of $205,459. The gross profit on router product sales, excluding amortization expense which is a non-GAAP measurement, for the same period in 2010 amounted to $31,483 or 24.8% on router revenues of $126,609. This increase over the first quarter of 2010 shows the positive impact of introducing our higher margin product line launched and marketed in fourth quarter of 2010 after receiving certification in May/June 2010.

Research and Development

Research and development totaled $~~285~~152,~~707~~256 and $93228,~~905~~719 for the three months ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010, respectively, for a total ~~increase~~decrease of $~~191~~76,~~802.~~463 ~~For~~in the ~~nine~~three months ended ~~July~~January 31, ~~2010,~~2011. ~~research~~This ~~and~~decrease ~~development~~reflects ~~totaled $707,583 and $256,069, respectively, for~~ a ~~total~~temporary ~~increase~~re-allocation of ~~$451,514~~resources ~~reflecting~~from ~~ongoing~~strict research and development ~~expenses~~activities ~~associated~~to ~~with~~building ~~being~~functions, afeatures ~~software company. The increase in the three~~ and ~~nine~~enhancements ~~months~~into ~~ended~~our ~~July~~commercial ~~31,~~ready ~~2010~~products ~~is the result of us expensing research~~ and ~~development~~working ~~costs~~collaboratively ~~associated~~ with ~~the~~our ~~introduction~~current ~~of wireless routing solutions to distributors~~ and ~~value~~potential ~~added~~customers ~~resellers (VAR) for retail sales~~ in ~~big box stores and on~~ the ~~internet.~~Specialty ~~During~~Channels ~~this~~in ~~period, our management determined that its research and development did not meet~~ the ~~criteria~~Machine ~~for capitalization due~~ to ~~the~~Machine ~~majority~~verticals. ofThis ~~costs~~collaborative ~~incurred~~work inincludes ~~connection with~~ on-site ~~customer~~field testing, resolution of hardware issues and sales, ~~and~~ marketing and engineering support. ~~For the three and nine months ended July 31, 2009, we capitalized $183,193 and $909,714, respectively in connection with product development costs.~~ We ~~capitalized~~continue ~~software development costs in accordance with ASC 985-20 (formerly SFAS No. 86, Accounting for the Costs of Computer Software~~ to Bebelieve ~~Sold,~~that ~~Leased,~~investments orin ~~Otherwise~~research ~~Marketed).~~and ~~Software~~ development ~~costs~~will ~~consist~~drive ofinnovation ~~labor~~which ~~and~~is ~~overhead~~critical ~~costs related~~ to ~~the development of~~ our ~~suite~~future ofgrowth ~~NexWare™~~in ~~firmware~~revenues ~~for our suite of wireless routers. We capitalized software development costs when the technological feasibility~~ and ~~marketability~~customers ~~of the related product has been established. On June 1, 2008, we established technological feasibility upon successful completion~~ and ~~testing of~~ our ~~first~~ability ~~working~~to ~~router~~compete ~~product~~effectively ~~pilot~~in ~~firmware~~the ~~program~~marketplace.

We capitalize software development costs in accordance with ASC 985-20, Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. Software development costs consist of labor and overhead costs related to development of our suite of NexWare™ firmware for our suite of wireless routers. Software development costs are capitalized when technological feasibility and marketability of the related product has been established. On June 1, 2008, we established technological feasibility upon successful completion and testing of our first working router product pilot firmware program. Capitalized software costs are amortized on a product-by-product basis over five years, beginning when the product is available for general release to customers. As of January 31, 2011, software development costs amounted to $884,079, which includes $109,374 related to the development of NexWare™ Enterprise Pro products expected to be released in the second half of 2011. Accordingly, amortization has not begun on this product to date.

Selling, General and Administrative

Selling, general and administrative expenses ~~decreased~~amounted ~~$75,484~~ to $~~863~~853,~~513~~217 for the three months ended ~~July~~January 31, ~~2010~~2011 ~~from~~compared to $~~938~~929,~~997~~311 for the same period in ~~2009~~2010. ~~Selling~~Although facilities costs, ~~general~~consulting and ~~administrative~~investor ~~expenses~~and ~~amounted~~shareholder torelations ~~$2,746,446~~expenses ~~for~~increased in the ~~nine~~period, ~~months~~overall ~~ended~~selling, ~~July~~general ~~31,~~and ~~2010~~administrative ~~compared~~expenses todecreased $276,~~962,860~~094 for the same period inprimarily ~~2009,~~due ~~for~~to ~~total~~cost ~~decrease~~cutting ~~of $216~~measures,~~414.~~ ~~The~~including ~~decrease~~a reduction in ~~selling,~~the ~~general~~work force and ~~administrative~~a ~~expenses~~reduction ~~for~~in ~~the~~legal ~~three~~ and ~~nine~~audit ~~months~~fees ~~ended~~in ~~July~~2010. 31Included in selling, ~~2010~~general ~~compared~~and toadministrative expenses for the three ~~and nine~~ months ended ~~July~~January 31, ~~2009~~2011 ~~was~~is ~~primarily~~$49,761 ~~due~~for tostock ~~reduction~~compensation inexpense ~~travel~~compared ~~costs,~~to ~~business development~~$1,477 ~~advertising~~for ~~costs,~~the ~~consulting~~same ~~fees,~~period ~~legal~~in ~~and audit fees and recruiting expenses~~2010.

Loss from Operations

The loss from operations amounted to $927,581 for the three months January 31, 2011 compared to a loss of $1,039,285 for same period in 2010. The increase is primarily due to lower sales as discussed above.

Interest and Other Income

On January 13, 2011, we entered into a Debt Settlement and Subscription Agreement with a vendor. The transaction was recorded as a gain on settlement of note payable totaling $231,016. The remainder was primarily attributed to settlement of disputed accounts payable to our benefit.

Interest and Other Expense

Interest ~~and other~~ expense ~~decreased $63,189 to $39,424~~ for the three months ended ~~July~~January 31, ~~2010~~2011 ~~compared~~amounted to $~~102~~246,~~613~~306 ~~for~~compared ~~the same period in 2009. Interest and other expense decreased $63,141~~ to $~~179~~102,~~983~~665 for the ~~nine months ended July 31, 2010 compared to $243,124 in the~~ same period in ~~2009~~2010. ~~The~~This ~~decrease~~figure ~~for~~is ~~the~~attributed ~~three~~to ~~and~~increase ~~nine~~in ~~months~~short ~~ended~~term ~~July~~borrowings ~~31, 2010 resulted~~ from ~~our~~a ~~decreased~~number ~~cost~~ of ~~borrowings,~~lenders ~~primarily~~and inrelated ~~connection~~parties ~~with~~during ~~the~~2011 ~~convertible~~for ~~debenture~~general ~~and~~ working capital ~~loans~~purposes ~~provided~~compared ~~by related parties, due~~ to ~~conversions of~~ the ~~debt~~same ~~into~~period ~~our~~in ~~common stock~~2010.

22Net Loss

Net ~~Loss~~loss ~~from~~after ~~Operations~~interest, other income and income taxes amounted to $921,118 for the three months ended January 31, 2011, a decrease of $221,632 over the same period in 2010. As our line of routers continues to gain acceptance in the marketplace, we believe our company’s losses will decrease over the next three quarters.

For the three months ended July 31, 2010, our net loss from operations was $1,070,097 compared to $922,469 in the same period in 2009. Our loss from operations amounted to $3,376,549 for the nine months July 31, 2010 compared to a loss of $2,277,004 for same period in 2009. The increase in our net loss from operations for the three and nine months ended July 31, 2010 is primarily due to the anticipated reduction in distribution revenues, additional costs associated with being a public company, including audit and legal costs, and the increased research and development expenses as discussed above. Net loss after interest and income taxes amounted to $3,378,494 for the nine months ended July 31, 2010, an increase of $1,100,390 over the same period in 2009. With the sales of our new line of routing products expected to gain traction in fiscal 2010 and a continued demand for broadband data cards, it is anticipated that our losses will decrease year over year, commencing the first quarter of fiscal year 2011.25

OUTSTANDING SHARE DATA

~~Total~~Common ~~authorized share capital: 600,000,000 common shares @ U.S. $0.001 par value~~Shares

	Total authorized share capital: 600,000,000 common shares @ U.S. $0.001 par value
	COMMON SHARES
	Total issued and outstanding as of October 31, 2009	36,329,262
	Common shares issued in connection with conversion of $1,600,000 convertible debenture on November 10, 2009	19,250,000
	Common shares issued in connection with $375,000 private placement and conversion of $502,262 debt on January 6, 2010	1,754,523
	Common shares issued in connection with $350,000 private placement and conversion of $350,000 convertible debenture on February 23, 2010	1,400,000
	Common shares issued in connection with $575,000 private placement on April 29, 2010	575,000
	Common shares issued on May 26, 2010 in connection with consulting agreement	16,666
	Common shares issued on May 26, 2010 in connection with consulting agreement	100,000
	Common shares issued on May 26, 2010 in connection with $21,487 debt conversion	94,001
	Common shares issued on June 17, 2010 in connection with consulting agreement	16,666
	Common shares issued on July 30, 2010 in connection with consulting agreement	33,332
	Total issued and outstanding as of July 31, 2010	59,569,450
	Common shares issued on August 12, 2010 in connection with exercise of stock options	65,000
	Total issued and outstanding as of September 13, 2010	59,634,450
	Common shares issued on September 22, 2010 in connection with consulting agreement	16,666
	Common shares issued on September 27, 2010 in connection with exercise of stock options	160,000
	Total issued and outstanding as of October 31, 2010	59,811,116
	Common shares issued in connection with $860,000 private placement on December 17, 2010	8,600,000
	Common shares issued in connection with conversion of $150,000 debt on January 13, 2011	1,500,000
	Common shares issued in connection with conversion of $471,481 debt on January 13, 2011	2,357,406
	Total issued and outstanding as of January 31, 2011	72,268,522
	Common shares issued in connection with advisory consulting agreement on March 3, 2011	450,000
	Common shares issued in connection with a consulting agreement on March 3, 2011	450,000
	Common shares issued in connection with conversion of $250,000 debt on February 25, 2011	2,500,000
	Common shares issued in connection with partial conversion of convertible note on February 25, 2011 - $10,000 plus $518 accrued interest	142,030
	Total issued and outstanding as of March 17, 2011	75,810,552
	COMMON SHARE PURCHASE WARRANTS
	Granted October 26, 2009: Exercisable at $0.10 Expiry: June 29, 2011	875,000
	Granted October 26, 2009: Exercisable at $0.20 Expiry: January 15, 2011	2,012,500
	Granted October 26, 2009: Exercisable at $0.20 Expiry: January 15, 2013	700,000
	Granted October 26, 2009: Exercisable at $0.20 Expiry: September 30, 2011	1,312,500
	Granted January 6, 2010: Exercisable at $1.00 Expiry: January 6, 2012	1,754,523
	Granted February 23, 2010: Exercisable at $1.00 Expiry: February 23, 2012	1,400,000
	Granted April 29, 2010: Exercisable at $1.50 Expiry: April 29, 2012	575,000
	Granted August 20, 2010: Exercisable at $0.50 Expiry: August 20, 2013	333,333
	Total outstanding common share purchase warrants as of September 13, 2010	6,950,356
	Granted December 17, 2010: Exercisable at $0.28 Expiry: December 17, 2013	1,400,000
	STOCK OPTIONS GRANTED TO LENDER
	Granted January 14, 2011: Exercisable at $0.20 Expiry: January 15, 2013	1,129,034
	Granted September 29, 2009: Exercisable at $0.20 Expiry: November 7, 2010	1,129,034
	Total outstanding common share purchase warrants as of January 31, 2011	9,479,390
	EMPLOYEE STOCK OPTION PLAN
	Total Options available for grant under the Company’s Stock Option Plan: 15,000,000
	Total Options available for grant under our company’s Stock Option Plan: 15,000,000
	Granted October 5, 2009: 8,400,000 Exercisable at $0.15 Expiry: July 17, 2013	8,400,000
	Granted March 22, 2010: 2,012,500 Exercisable at $0.31 Expiry: March 22, 2015	2,012,500
	Granted May 17, 2010: 437,500 Exercisable at $0.425 Expiry: May 17, 2015	437,500
	Exercised on August 12, 2010 at $0.15	(65,000)
	Cancelled during current fiscal year: Exercisable at $0.15	(481,250)
	Exercised on September 27, 2010 at $0.15	(160,000)
	Total outstanding stock options as of September 13, 2010	10,303,750
	Cancelled during fiscal year 2010: Exercisable at $0.15	(518,750)
	Cancelled during current fiscal year: Exercisable at $0.15	(116,667)
	Total outstanding stock options as of January 31, 2011	9,989,583

2326

On ~~May~~December 17, 2010, weas ~~entered~~disclosed ~~into~~in ~~debt~~our ~~conversion~~current ~~subscription~~report ~~agreements~~on ~~whereby~~Form ~~$21,487~~8K ~~included~~filed inwith ~~accrued~~the ~~expense~~Commission ~~and~~on ~~other~~December ~~current~~20, ~~liabilities~~2010, aswe ofclosed ~~July~~a ~~31,~~private ~~2010~~placement ~~was~~of ~~converted~~8,600,000 ~~into~~shares ~~94,001~~of common ~~shares~~stock at a purchase price of $0.10 ~~Pursuant~~per toshare ~~board~~for ~~approval,~~aggregate onproceeds ~~May~~to ~~26,~~our ~~2010~~company of $860,000. weWe issued ~~the~~3,000,000 shares to 3two non-U.S. ~~accredited~~person ~~investors~~ (as that term is defined in Regulation S of the Securities Act of 1933, as amended) ~~(the~~in ~~“Securities~~an ~~Act”))~~offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and 5,600,000 shares to nine U.S. perso|ns pursuant to Rule 506 of Regulation D and/or Section 4(2). Additionally, 1,400,000 warrants were issued as a placement fee and for ongoing investment banking and other financial advisory services to three U.S. persons pursuant to Rule 506 of Regulation D and/or Section 4(2). The warrants are exercisable at a strike price equal to US$0.28 per share until November 18, 2013.

On ~~March~~January 1713, ~~2010~~2011, weas ~~entered~~disclosed ~~into~~in aour ~~fixed~~current ~~fee~~Form ~~consulting~~8K ~~agreement~~as filed with athe ~~consultant~~Commission toon ~~assist~~January us20, in1011, ~~our~~we ~~private~~entered ~~placement~~into ~~efforts.~~a ~~The~~Debt ~~agreement~~Settlement ~~calls~~and ~~for~~Subscription ~~payment~~Agreement ofwith ~~fixed~~a ~~fee~~vendor ~~totaling~~whereby ~~$85,000~~we ~~over~~issued ~~four months to be paid by the issuance of 200~~1,500,000 ~~restricted~~common shares ofat ~~our~~a ~~common~~deemed ~~stock~~price asof ~~total consideration~~$0.10 ~~The~~per ~~agreement~~share isin ~~cancelable~~settlement ~~with 30 days notice. As~~ of ~~July 31, 2010, we expensed~~ $50150,000 in ~~connection~~outstanding ~~with~~account ~~the~~payable ~~fair~~and ~~value~~2,357,406 ofcommon ~~the~~shares ~~services~~at ~~performed~~a asdeemed price of ~~July~~$0.20 ~~31,~~per ~~2010,~~share ~~which~~in issettlement ~~included~~of ~~in selling~~$471,481 ~~general and administrative expense~~ for the ~~three~~remainder ~~and~~of ~~nine~~the ~~months~~outstanding ~~ended~~account ~~July 31, 2010~~payable. We ~~expect~~recorded toa ~~expense~~gain ~~the~~of ~~fair~~$231,016 ~~value~~related ofto ~~the~~this ~~services~~settlement atfor the ~~end~~quarter ofended ~~each~~January ~~milestone~~31, ~~service~~2011. ~~period~~We ~~performed~~issued ~~based on~~ the ~~total~~shares ~~agreed~~to ~~upon~~one ~~contract price under the agreement through July 17, 2010~~U.S. Onperson ~~May~~who ~~26,~~is ~~2010,~~an weaccredited ~~issued~~investor ~~100,000~~(as ~~shares~~that ~~for~~term ~~the~~is ~~first~~defined ~~two~~in ~~installments~~Rule in501 ~~connection~~of ~~with~~Regulation ~~services~~D, ~~performed~~promulgated ~~for~~under the ~~period~~Securities ~~March~~Act ~~18,~~of ~~2010 through May 18~~1933, ~~2010~~as amended).

On ~~March~~January 2214, ~~2010~~2011, we ~~also~~agreed ~~entered into a fixed fee consulting agreement with a consultant~~ to ~~provide~~extend ~~investor relations services and assist in our private placement efforts. Effective, April 1, 2010,~~ the ~~agreement~~expiry ~~calls~~date ~~for~~from ~~payment~~January ~~of a fixed fee totaling $61~~15,~~200~~ ~~over~~2011 ~~12-month period~~ to beJanuary ~~paid by the issuance of 200~~15,~~000~~ ~~restricted~~2013 ~~shares~~on ~~of our common stock as total consideration. The agreement is cancelable with 30 days notice. As of July 31~~700, ~~2010, we expensed $24,~~000 inwarrants ~~connection~~exercisable with the fair value of the services performed as of that date, which is included in selling, general and administrative expense for the three and nine months ended July 31, 2010. We expect to expense the fair value of the services at ~~the end of each milestone service period performed based on the total agreed upon contract price under the agreement~~$0.20 ~~The~~per ~~shares~~share ~~are~~granted to betwo ~~issued~~related inparty ~~increments~~lenders ofon ~~16,666~~October ~~shares every 30 days following the effective date. We have issued 66~~26,~~664~~ ~~shares in connection with services performed for the four month period from April 1 through July 31, 2010~~2009.

On ~~May~~January 1715, ~~2010~~2011, ~~Mr.~~we ~~Michael~~granted ~~Donnell~~1,129,034 ~~was~~warrants ~~appointed~~at aan ~~director~~exercise price of ~~our~~US ~~company~~$0.20 ~~and~~per ~~was~~share ~~granted~~exercisable ~~437,500~~at ~~stock~~any ~~options~~time until January 15, ~~with~~2013 ~~each~~to ~~option~~a ~~exercisable~~lender ~~into~~whose ~~one~~1,129,034 ~~share~~options ofexpired ~~our~~November ~~common~~7. ~~stock~~2010. atThe awarrants ~~price~~were granted in consideration and acknowledgement of ~~$0.425~~the ~~per~~lender’s ~~share~~continued ~~for~~support, specifically in (a) ~~period~~not ofcalling ~~five~~the ~~years~~loan; ~~from~~(b) agreeing to convert the ~~date~~principal amount of ~~grant~~$1,950,000 debt into shares of our company; (c) agreeing to defer interest payments on ~~terms~~said ~~and~~demand ~~conditions~~loans as ~~set~~well ~~out~~as inthe ~~our~~amount ~~2009~~remaining ~~Stock~~after ~~Option~~the ~~Plan~~debt conversions; and a(d) ~~stock~~providing ~~option~~additional ~~agreement~~funding ~~entered~~by ~~between~~way ~~our~~of ~~company~~current ~~and~~outstanding Mrpromissory note loans, which at October 31, 2010 aggregate to $412,000. ~~Donnell~~We issued the warrants to one non U.S. ~~The~~person ~~options~~(as ~~will~~that ~~vest~~term ~~equally~~is ~~over~~defined ~~each~~in Regulation S of 6,the 12Securities Act of 1933) in an offshore transaction relying on Regulation S and/or 18Section ~~months~~4(2) ~~from~~of ~~May~~the ~~17,~~Securities ~~2010~~Act of 1933.

On ~~August~~February 1225, ~~2010~~2011, as disclosed in our current Form 8K as filed with the Commission on March 2, 2011, we ~~issued~~entered into a ~~total~~debt ofsettlement 65and subscription agreement with one investor whereby we agreed to issue 2,500,000 ~~common~~ shares toof ~~two~~our UScommon ~~employees~~stock in ~~connection~~settlement ~~with~~of $250,000 of a $300,000 debt owing by us to the ~~exercise~~investor. ofThe ~~stock~~shares ~~options~~were issued at ana ~~exercise~~deemed price of $0.1510 per share. We also issued the investor a note in the principal amount of $77,321 with respect to the remaining balance payable on the debt. On March 3, 2011 we issued the 2,500,000 shares of common stock to one non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

AsOn February 24, 2011, as disclosed in our ~~Report~~current on Form ~~8-K~~8K (as filed with the ~~Securities and Exchange~~ Commission on ~~August~~March 262, ~~2010)~~2011, we2011we entered into a ~~securities~~letter ~~purchase~~ agreement, ~~effective August 20, 2010, pursuant to which we agreed to sell to a lender a 10% Convertible Note (the “Note”) due July 30, 2011~~ with ~~an aggregate original principal amount equal to $400,000, and~~ a 3financial ~~year warrant (the “Warrant”) to purchase 333~~advisor,~~333~~ ~~warrant~~whereby ~~shares (~~the ~~“Warrant~~advisor ~~Shares”)~~agreed atto anprovide ~~exercise~~certain ~~price~~advisory ~~equal~~services to ~~$0.50~~our ~~per~~company ~~Warrant~~in ~~Share~~consideration for athe ~~period~~issuance of ~~three~~up ~~years. The Note entitles the lender~~ to ~~convert~~1, ~~from time to time~~800,000 ~~all or any part of the outstanding principal, plus accrued but unpaid interest thereon, into~~ shares of our company’s common stock ~~y (the “Note Shares”)~~ at a ~~conversion~~deemed price ~~equal to the lesser~~ of ~~(i)~~ $0.5010 ~~and~~per ~~(ii)~~share, ~~80%~~with of the ~~average~~shares ofto ~~the~~be ~~three~~issued ~~lowest~~as ~~daily~~follows: ~~VWAPs~~ (asa) ~~defined~~450,000 inshares ~~the~~upon ~~Note)~~execution ~~during~~of the ~~twenty~~letter ~~(20)~~agreement; ~~consecutive~~and ~~Trading Days~~ (~~as defined in the Note~~b) ~~immediately~~150,000 ~~preceding~~shares at the ~~applicable~~end ~~Conversion~~of ~~Date~~each ~~(as~~month ~~defined~~starting inon the ~~Note)~~last onday ~~which~~of the ~~lender~~fourth ~~elects~~month tothrough ~~convert~~the ~~all~~twelfth ormonth ~~part~~ of the ~~Note.~~term ~~The issuance~~ of the ~~Note,~~agreement. ~~the~~The ~~Note Shares~~450,000 ~~the~~shares ~~Warrant~~issued ~~and the Warrant Shares were and/or~~ will be ~~made~~earned ~~pursuant~~over toa ~~Section~~90 ~~4(2)~~day and/or Rule 506 of Regulation D of the Securities Act and the lender has represented to us that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Actperiod.

~~The~~Also, ~~Board~~on ofFebruary ~~Directors~~24, ~~proposes~~2011 toas ~~amend~~disclosed ~~and~~in ~~restate~~our ~~the~~current ~~articles~~Form of8K ~~incorporation~~as offiled with the ~~Company~~Commission toon ~~authorize~~March ~~100~~2,~~000~~ 2011,~~000~~ ~~shares~~we ofentered ~~preferred~~into ~~stock~~a ofconsulting ~~the~~agreement ~~Company~~ with a ~~par~~consultant, ~~value~~whereby ofthe ~~$0.001,~~consultant ~~which~~greed ~~may~~to beprovide ~~divided~~certain ~~into~~consulting ~~and~~services ~~issued~~to isour ~~series,~~company ~~with~~in ~~such~~consideration ~~designations,~~for ~~rights,~~the ~~qualifications,~~issuance ~~preferences,~~of ~~limitations~~up ~~and~~to ~~terms~~1,800,000 asshares ~~fixed~~of ~~and~~our ~~determined~~company’s bycommon ~~the~~stock ~~Board~~at ~~(the~~a ~~“Amendment~~deemed ~~and~~price ~~Restatement”)~~of $0.10 ~~The~~per ~~Amendment~~share, ~~and~~to ~~Restatement~~be ~~requires~~issued ~~the~~as ~~approval~~follows: by(a) ~~the~~450,000 ~~vote~~shares ofupon ~~stockholders~~execution of the ~~Company~~consulting ~~holding~~agreement; atand ~~least~~(b) a150,000 ~~majority~~shares ofat the ~~voting~~beginning ~~power~~ of ~~the~~each ~~common~~month ~~stock~~starting ofon the ~~Company.~~first Onday ~~August~~of ~~31, 2010,~~ the ~~Company~~fourth ~~filed~~month athrough ~~preliminary~~the ~~Schedule~~twelfth ~~14A~~month –of ~~Proxy~~the ~~Statement~~term ~~Pursuant to Section 14(a)~~ of the ~~Securities~~agreement. ~~and~~The ~~Exchange~~450,000 ~~Act~~shares ofissued ~~1934~~will ~~with~~be ~~the~~earned ~~Securities~~over ~~and~~a ~~Exchange~~90 ~~Commission~~day period.

24On March 2, 2011, in connection with the entry into the letter agreement with the financial advisor and the consulting agreement as described above, we issued an aggregate of 900,000 shares of common stock to four U.S. persons who are accredited investors (as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended), and in issuing these securities to these persons we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

~~FINANCIAL CONDITION AND LIQUIDITY Working Capital~~27

		July 31, 2010			October 31, 2009
Current assets	$	518,817		$	1,332,777
Current liabilities		(3,611,552	)		(5,046,387	)
Working capital (deficiency)	$	(3,092,735	)	$	(3,713,610	)

On February 25, 2011, a convertible note holder delivered a notice of conversion with respect to $10,000 of the principal amount of a note, dated August 20, 2010, in the principal amount of $400,000 issued by our company to the note holder. Effective February 25, 2011, the $10,000, and $518 accrued interest thereon, were converted into 142,030 common shares of our company at a deemed conversion price of $0.074053 per share. The note holder is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as amended), and in issuing these securities we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

~~Our~~Preferred cash on hand as of July 31, 2010 was $53,039. As of July 31, 2010, we had a working capital deficiency of $3,092,735. We have incurred operating losses since 2008, and this is likely to continue for the year ending October 31, 2010.Shares

WeAfter ~~anticipate~~receiving ~~that~~shareholder ~~our~~approval ~~cash~~in onconnection ~~hand~~with ~~and~~our ~~the~~proxy ~~revenue~~statement ~~that~~filed weSeptember ~~anticipate~~14, ~~generating~~2010 ~~from~~with ~~product sales will not be sufficient to satisfy all of our cash requirements for~~ the ~~next~~Securities ~~twelve~~Exchange ~~months. From November 10~~Commission, ~~2009~~on ~~through~~October ~~July 31~~5, 2010, we ~~have~~filed ~~successfully~~a ~~raised~~Certificate ~~cash~~of inAmendment with the ~~amount~~Secretary of ~~$1,300,000,~~State of ~~which~~Nevada ~~$200~~creating 100,000,000 ~~was~~preferred ~~settlement~~shares ~~of a short-term note in connection~~ with a ~~subscription~~par ~~agreement~~value ~~received~~of ~~from~~$0.001 aper ~~third party in October, 2009~~share. WeOur ~~also~~board ~~converted $2,452,262~~ of ~~our~~directors ~~debt~~is ~~into~~authorized ~~equity in connection with non-brokered private placement transactions. We plan~~ to ~~raise~~prescribe ~~additional capital primarily through~~ the ~~equity~~series ~~financing~~ and ~~further~~the ~~borrowings~~number ~~from~~of ~~our~~the ~~current~~shares ~~shareholders~~of ~~and~~each ~~directors~~series ~~if this type~~ of ~~funding~~preferred ~~continues~~stock toand bethe ~~available.~~voting Wepowers, ~~will~~designations, ~~continue~~preferences, tolimitations, ~~seek~~restrictions ~~additional~~and ~~funds~~relative torights ~~fund~~of ~~our~~the ~~day~~shares toof ~~day~~each ~~operations~~series ~~until~~of ~~equity~~preferred ~~financing~~stock. ~~can~~No bepreferred ~~pursued~~shares ~~but we~~ have nobeen ~~guarantee~~issued ~~that~~as ~~our~~of ~~current~~the ~~shareholders~~date ~~and~~of ~~directors will continue provide~~ this ~~funding or that we will be successful in raising capital from external sources~~Report.

WeFINANCIAL ~~have~~CONDITION ~~been~~AND focused on changing our business model to include the development of our own line of software to compliment the distribution side of our business. During this period we have experienced a decline in revenues from the legacy distribution business resulting in negative cash flow from operations. As of July 31, 2010, we have a total shareholders’ deficit of $1,815,958 compared to a shareholders’ deficit of $2,358,789 as of October 31, 2009. As discussed in Note 3 of the Notes to the Condensed Consolidated Financial Statements, we have incurred losses from operations and have negative cash flow from operations, a working capital and a net capital deficit that raise substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern depends on our success in generating increased revenues and earnings in the immediate and foreseeable future with the introduction of our new line of hardware and software router products and solutions. Furthermore, the continuation of our company as a going concern is dependent upon the continued financial support from our shareholders and lenders and our ability to obtain necessary equity financing to continue operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.LIQUIDITY


*Working Capital*
		January 31,		October 31,
		2011		2010
		(unaudited)
Current assets		427,327		565,074
Current liabilities	$	(4,108,747)	$	(4,726,657)
Working capital (deficiency)	$	(3,681,420)	$	(4,161,583)

Our cash on hand as of January 31, 2011 was $14,053. On February 2, 2011, we received proceeds of $250,000 for general working capital purposes from an unrelated party under a promissory note, payable on demand. As of January 31, 2011, we had a working capital deficiency of $3,681,420. The $4,108,747 balance in current liabilities at January 31, 2011 include amounts payable to related parties and supportive lenders and include $226,759 in interest payable, $82,000 in accrued board fees, $767,323 in deferred consulting fees and $1,362,000 in short term notes. We have incurred operating losses since 2008, and this is likely to continue for the year ending October 31, 2011.

We anticipate that our cash on hand and the revenue that we anticipate generating from product sales will not be sufficient to satisfy all of our cash requirements for the next twelve months. Since October 31, 2010 through March 17, 2011 we have successfully raised cash in the amount $1,110,000 in connection with non-brokered private placement transactions and converted $631,999 of our debt into equity. We plan to raise additional capital primarily through the equity financing and further borrowings from our current shareholders and directors if this type of funding continues to be available. We will continue to seek additional funds from our current shareholders and directors to fund our day to day operations until equity financing can be pursued but we have no guarantee that our current shareholders and directors will continue to fund our day to day operations.

We have been focused on changing our business model to include the development of our own line of software to compliment the distribution side of our business. During this period we have experienced a decline in revenues from the legacy distribution business resulting in negative cash flow from operations. As of January 31, 2011 we have a total shareholders’ deficit of $2,500,777 compared to a shareholders’ deficit of $2,937,951 as of October 31, 2010. As discussed in Note 3 of the Notes to the Condensed Consolidated Financial Statements, we have incurred losses from operations and have negative cash flow from operations, a working capital and a net capital deficit that raise substantial doubt about our ability to continue as a going concern. The Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern depends on our success in generating increased revenues and earnings in the immediate and foreseeable future with the introduction of our new line of hardware and software router products and solutions. Furthermore, the continuation of our company as a going concern is dependent upon the continued financial support from our shareholders and lenders and our ability to obtain necessary equity financing to continue operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Fundraising

Fundraising will be one of our primary objectives over the next 12nine months. We anticipate our cash requirements for the next 129 months to carry out our business plan will be at least $3-4 million. We do not anticipate generating positive internal operating cash flow until we can generate substantial revenues from the commercial sale of our new line of hardware and software router products and solutions. We intend to raise $5 million of our cash requirements through equity financings by ~~September/October~~June ~~2010~~2011.

As noted above, the financial requirements of our company for the next ~~twelve~~nine months will depend on our ability to raise the money we require through debt financing and private placements associated with the issuance of additional equity securities of our company to our current stockholders and/or new stockholders. The issuance of additional equity securities by us may result in a significant dilution in the equity interests of our current stockholders. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to inventory valuation and warranty liabilities, which affect our cost of sales and gross margin; the valuation of intangibles, including software development costs, and patents and trademarks, which could in the future affect our impairment charges to write down the carrying value of intangibles and the amount of related periodic amortization expense recorded for definite-lived intangibles; the fair value of derivative liability, which could affect our interest and other income should we determine there is a change in fair value; and the valuation of deferred income taxes, which affects our income tax expense (benefit). We also have other key accounting policies, such as our policies for stock-based compensation and revenue recognition, including the deferral of a portion of revenues on sales to distributors. The methods, estimates and judgments we use in applying these critical accounting policies have a significant impact on the results we report in our financial statements. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from management’s estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

~~Inventories~~Computation of Income and Loss per Share

~~Our~~We ~~inventories~~compute ~~consist~~income ofand 3Gloss ~~mobile~~per ~~broadband~~share ~~routers,~~in PCaccordance ~~cards~~with ASC 260, ~~modems~~Earnings ~~and~~per ~~other~~Share. ~~accessories,~~ASC 260 requires presentation of both basic and ~~are~~diluted ~~carried~~earnings atper share (“EPS”) on the ~~lower~~face of ~~average~~the ~~cost,~~statements ~~determined~~of onoperations. aBasic ~~first-in-first-out~~EPS is computed by dividing net income (~~FIFO~~loss) ~~basis,~~available orto ~~market.~~common ~~The~~shareholders ~~Company~~(numerator) ~~reviews~~by ~~inventory~~the ~~for~~weighted ~~significant~~ average ~~cost~~number ~~variances~~of ~~over~~shares ~~market~~outstanding on(denominator) aduring ~~quarterly~~the ~~basis~~period. WeDiluted ~~also~~EPS ~~write~~gives ~~down~~effect ~~inventory~~to ~~for~~all ~~estimated~~dilutive ~~obsolescence~~potential orcommon ~~unmarketable~~shares ~~inventory~~outstanding ~~equal~~during to the ~~difference~~period ~~between~~using the ~~cost~~treasury ofstock ~~inventory~~method and convertible preferred stock using the ~~estimated~~if-converted ~~market~~method. ~~value~~In ~~based~~computing ~~upon~~diluted ~~assumptions~~EPS, ~~about~~the ~~future~~average ~~demand~~stock ~~and~~price ~~market~~for ~~conditions.~~the Ifperiod ~~actual~~is ~~market~~used ~~conditions~~in ~~are~~determining ~~less~~the ~~favorable~~number ~~than~~of ~~those~~shares ~~projected~~assumed byto ~~management,~~be ~~additional~~purchased ~~inventory~~from ~~write-downs~~the ~~may~~exercise beof ~~required~~stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Derivative Financial Instruments

We account for derivative instruments in accordance with the provisions of ASC 815-10, Derivatives Hedging, and its related literature. ASC 815-10 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities.

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivatives that are required under ASC 815-10 to be accounted for separated from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities is required to be revalued at each reporting date, with the corresponding changes in fair value recorded in current period operating results.

Fair Value of Financial Instruments

We adopted and follow ASC 820-10, Fair Value Measurements and Disclosures, for measurement and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820-10 are:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of January 31, 2011 or that will be recognized in the future and do not include expenses that could be incurred in an actual settlement. The carrying amounts of our financial assets and liabilities, such as cash and cash equivalents, prepaids and other current assets, and other assets, accounts payable, accrued expenses, accrued interest, taxes payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments. Our notes payable to shareholders, long-term debt, and convertible debenture approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to us for similar financial arrangements at January 31, 2011 and October 31, 2010. Our derivative liability measured at fair value on a recurring basis was determined using the following inputs:

Fair Value Measurements at January 31, 2011

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Total

(Level 1)

(Level 2)

(Level 3)

Embedded derivative liability

171,792

As of January 31, 2011, our stock price was $0.10, risk-free discount rate of 4.33% and volatility of 125% was used to obtain fair value of $171,792, resulting in the change in fair value of $17,177 recorded as other expense in our Condensed Consolidated Statements of Operations for the three months ended January 31, 2011.

A reconciliation of our liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows:


		Fair Value Measurements Using
		Significant Unobservable Inputs
		(Level 3)
		Embedded Derivative Liability
		January 31,		October 31
		2011
		(unaudited)		2010

Balance beginning of period	$	154,615	$	-
Embedded derivative in connection with convertible debt		-		121,249
Total unrealized loss included in earnings		17,177		33,366
Balance end of period	$	171,792	$	154,615

Concentration of Risk

We provide products and services to a variety of customers worldwide. Concentration of credit risk with respect to revenues and trade receivables is limited due to the geographic and industry dispersion of tour customer base. We have not experienced significant credit losses on its customer accounts. A small number of customers has typically accounted for a large percentage of our annual revenues and trade accounts receivable. Three customers accounted for 41%, 17% and 10%, respectively, of our revenues for the three months ended January 31, 2011. Four customers accounted for 37%, 14%, 13% and 10%, respectively, of our revenues for the three months ended January 31, 2010. Four customers accounted for 23%, 17%, 16% and 13%, respectively, of trade accounts receivable as of January 31, 2011. As of January 31, 2010, two customers accounted for 49% and 25% of outstanding trade accounts receivable.

We relied on two suppliers to provide 98% and 68% respectively of total inventory purchases for the three months ended January 31, 2011 and 2010.

Research and Development Costs

Software Development Costs

We capitalize software development costs in accordance with ASC 985-20 ~~(formerly SFAS No. 86~~, ~~Accounting for the~~ Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed). Software development costs consist of labor and overhead costs related to development of ~~the~~our ~~Company’s~~ suite of NexWare™ firmware for ~~the~~our ~~Company’s~~ suite of wireless routers. Software development costs are capitalized when technological feasibility and marketability of the related product has been established. On June 1, 2008, ~~the~~we ~~Company~~ established technological feasibility upon successful completion and testing of ~~the~~our ~~Company’s~~ first working router product pilot firmware program. Capitalized software costs ~~will~~are be amortized on a product-by-product basis, ~~three~~over to five years, beginning when the product is available for general release to customers. As of January 31, 2011, software development costs in the amount of $884,079, which includes $109,374 related to the development of NexWare™ Enterprise Pro products expected to be released in the second half of 2011. Accordingly, amortization has not begun on this product to date.

~~During~~Intangible the nine months ended July 31, 2010, we completed the development of our second generation of Small Office Home Office (SOHO) and Business Class wireless routing solutions and made them available to wireless and wireline carriers, distributors and value added resellers (VARS). We began amortization of these two product classes over 5 years in November 2009, for total amortization expense included in cost of sales of $73,481 for the nine months ended July 31, 2010. Software development costs totaling $109,374 included in the balance sheet as of July 31, 2010 related to NexWare™ Consumer Business Class 2 and Enterprise Pro products expected to be released in December 2010. Thus amortization has not begun on these products to date.Assets

~~Valuation~~Intangible assets, consisting principally of ~~Deferred~~patents ~~Income~~and ~~Taxes~~trademarks, are accounted for in accordance with ASC 350.30, Goodwill and Other Intangibles. Intangible assets that have finite lives are amortized using the straight-line method over their estimated useful lives of fifteen years. Amortization expense included in selling, general and administration expense for the three months ended January 31, 2011 and 2010 was $6,157 and $4,330, respectively.

We record valuation allowances to reduce our deferred tax assets to an amount that we believe is more likely than not to be realized. We consider estimated future taxable income and ongoing prudent and feasible tax planning strategies, including reversals of deferred tax liabilities, in assessing the need for a valuation allowance. If we were to determine that we will not realize all or part of our deferred tax assets in the future, we would make an adjustment to the carrying value of the deferred tax asset, which would be reflected as income tax expense. Conversely, if we were to determine that we will realize a deferred tax asset, which currently has a valuation allowance, we would reverse the valuation allowance which would be reflected as an income tax benefit or as an adjustment to shareholders’ equity. For financial statement reporting purposes, we must make certain estimates and judgments. These estimates and judgments are applied in the calculation of certain tax liabilities and in the determination of the recoverability of deferred tax assets, which arise from temporary differences between the recognition of assets and liabilities for tax and financial statement reporting purposes.31

Revenue Recognition

Our revenues comprise of the following:

distribution of third party mobile wireless broadband, modules and router ~~solution~~solutions, as well as related accessories;
~~our~~the Company’s proprietary wireless router solutions that are integrated ~~our~~with the Company’s internally developed software that is essential to the functionality of ~~our~~the equipment; and
customization services, marketing tools, provisioning and airtime activations based on ~~our~~ individual customer needs.

We recognize revenue, net of sales tax, in accordance with ~~Staff~~ASC ~~Accounting~~605-10, ~~Bulletin~~Revenue ~~No. 104 (“SAB 104”)~~Recognition, when all four basic criteria are met: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. In addition, ~~the~~we ~~Company~~do ~~does~~ not recognize revenue until all customers’ acceptance criteria have been met. The criteria are usually met at the time of product shipment, except for shipments to distributors with rights of return. The portion of revenue from shipments to distributors subject to rights of return is deferred until the agreed upon percentage of return or cancellation privileges lapse. We ~~currently do not resell our internally developed software separately from our proprietary router solution. We~~ considered ASC 985-605, ~~(formerly SOP 97-2 –~~ Software Revenue Recognition ~~and EITF 00-21 - Revenue Arrangements with Multiple Deliverables)~~ applied to the revenue recognition of our newly developed products sold during the ~~quarter-~~three months ended ~~July~~January 31, 2011 and 2010. AsWe we do not currently sell our proprietary router product and internally developed software separately, and no services are provided after the product is shipped. Therefore, normal ~~SAB~~ASC ~~104~~605-10 revenue recognition guidance applies as noted above.

Revenue recognition related to customization services and provisioning, while currently immaterial, is recognized when services are performed.

In accordance with FASB ASC 605-45 (Emerging Issues Task Force (EITF) Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs), we include shipping and handling fees billed to customers in net revenues. Amounts incurred by us for freight are included in cost of goods sold.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 4T.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president, to allow timely decisions regarding required disclosure.

27As required by paragraph (b) of Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being January 31, 2011. Based on this evaluation, these officers concluded that, as of January 31, 2011, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our president and chief financial officer, to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, being July 31, 2010. Our president and our chief financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of July 31, 2010.

Based on this evaluation, these officers concluded that, as of July 31, 2010, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and that such information is accumulated and communicated to our company’s management, including our president and chief financial officer, to allow timely decisions regarding required disclosure.

The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below under the heading, “Management’s Remediation Initiatives”.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive officer, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
	(2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
	(3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the registrant's assets that could have a material effect on the financial statements.

Under the supervision of our ~~president,~~chief ~~being our principal~~ executive officer, and chief financial officer, being our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of ~~July~~January 31, ~~2010~~2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at ~~July~~January 31, ~~2010~~2011.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of our internal control over financial reporting as of ~~July~~January 31, ~~2010~~2011, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

	(1)	inadequate segregation of duties and effective risk assessment;
	(2)	insufficient staff knowledge for which complex accounting transactions are not determined and recorded on a timely basis;
	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and
	(4)	inadequate security and restricted access to computers, including insufficient disaster recovery plans.

	(1)	certain entity level controls establishing a “tone at the top” were considered material weaknesses. Prior to October 26, 2009, the company did not have an audit committee and there was an inadequate amount of review by management of the financial statement reporting process. A code of ethics had not been established and policies regarding fraud and whistleblowers were not in place;
	(2)	inadequate segregation of duties and effective risk assessment;
	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and
	(4)	inadequate security and restricted access to computers, including insufficient disaster recovery plans.

These control deficiencies resulted in a reasonable possibility that a material misstatement of the interim financial statements could not have been prevented or detected on a timely basis. As a result of the material weaknesses described above, we concluded that we did not maintain effective internal control over financial reporting as of January 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO. Our management, board of directors and audit committee are currently evaluating remediation plans for the above deficiencies. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the weaknesses described above as we have not had sufficient financial resources to hire additional administrative and accounting personnel to implement our remediation plan. However, with additional funding we intend to take steps to enhance and improve the design of our internal control over financial reporting. Our proposed plans are set out below under the heading, “Management’s Remediation Initiatives”.

~~These~~Changes ~~control deficiencies resulted~~ in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been prevented or detected on a timely basis. As a result of the material weaknesses described above, we concluded that we did not maintain effective internal control over financial reporting as of July 31, 2010 based on criteria established in Internal Control—Integrated Framework issued by COSO. Our management, board of directors and audit committee are currently evaluating remediation plans for the above deficiencies. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the weaknesses described above. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting. Our proposed plans are set out below under the heading, “Management’s Remediation Initiatives”.Controls

As discussed above, we conducted an evaluation of the effectiveness of our internal control over financial reporting during our most recent ~~fiscal~~three ~~quarter~~months ~~ending~~end ~~July 31, 2010~~ using the criteria established in Internal Control—-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation using the criteria established, our management concluded that our internal controls over financial reporting were not effective as of ~~July~~January 31, ~~2010~~2011.

Management’s Remediation Initiatives

Although our company has been unable to meet the standards under COSO because of the limited funds that have been available to a company of our size and stage of development, we are committed to improving our financial organization. Under the corporate governance practices underway, the Board of Directors and management are indentifying ways to reduce the risk of the possibility that a material misstatement is prevented or detected on a timely basis.

On October 26, 2009, we established an audit committee consisting of four directors, two of whom are independent directors, who ~~will~~ oversee the establishment and monitoring of required disclosure controls and procedures and internal control over financial reporting. Effective January 25, 2011, a more comprehensive Audit Committee Charter was adopted, a copy of which is incorporated by reference as Exhibit 99.1 to this Report. Messrs. Grey, Weinert, Sampson and Proceviat have acted as the members of the audit committee. Messrs. Grey and Weinert are independent as defined by Nasdaq Marketplace Rule 4200(a)(15) or National Instrument 52-110 as adopted by the British Columbia Securities Commission. The audit committee is directed to: review the scope, cost and results of the independent audit of our books and records; review the results of the annual audit with management; review the adequacy of our accounting, financial and operating controls; recommend annually to the board of directors the selection of the independent registered accountants; consider proposals made by the independent registered chartered accountants for consulting work; and report to the board of directors, when so requested, on any accounting or financial matters. We will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function and (3) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

It is our plan, with additional funding in place, to undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) augment our staff knowledge to ensure timely reporting and disclosure of complex accounting transactions and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

PART II OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.	RISK FACTORS

In addition to other information in this quarterly report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Associated with our Business

If we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to expand or continue our operations and development and so may be forced to scale back or cease operations or discontinue our business. You could lose your entire investment.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing when such financing is required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our NexWare routing solutions and our business model. Furthermore, there is no assurance that we will not incur additional debt in the future, that we will have sufficient funds to repay our future indebtedness, or that we will not default on our debts, thereby jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to maintain our operations, which might result in the loss of some or all of your investment in our common stock.

We anticipate that the funds that were raised from private placements by way of subscription agreements and funds advanced by our management will not be sufficient to satisfy our cash requirements for the next twelve month period. Also, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

	1.	We are unsuccessful in penetrating our target markets and realizing our targeted revenues;

	2.	The cost of manufacturing exceeds our estimated costs and we are not able to realize expected gross margins to support our overhead; or

	3.	Costs associated with developing our products or filing patents exceed estimates or our IP is infringed upon and we have to defend it in a court of law.

The occurrence of any of the aforementioned events could prevent us from executing our business plan, expanding our business operations and ultimately achieving a profitable level of operations.

We depend almost exclusively on outside capital to pay for the continued development of our business and the marketing of our products. Such outside capital may include the sale of additional stock, stockholder and director advances and/or commercial borrowing.

There can be no assurance that capital will continue to be available ~~if necessary~~ to meet our continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us may result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue our sales and marketing initiatives and so may be forced to scale back or cease operations or discontinue our business and you could lose your entire investment.

Because our directors and officers control a large percentage of our common stock, such insiders have the ability to influence matters affecting our stockholders.

~~Our~~Excluding warrants and stock options, our directors and officers, in the aggregate, beneficially own 3424.48% of the 75,810,552 issued and outstanding shares of our common stock as of the date of this Report. As a result, they have the ability to influence matters affecting our stockholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers and directors control such shares, investors will find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Our monthly, quarterly and annual financial results will be subject to fluctuations that could affect the market price of our common shares.

Our revenue, gross margin, operating earnings and net earnings may vary from month to month and quarter to quarter and could be significantly impacted by a number of factors, including:

- Possible delays or shortages in manufactured components; - Price and product competition, which may result in lower selling prices for some of our products or lost market share; - Transition periods associated with the migration of new technologies; - The development and timing of the introduction of our new products; - The securing of channel slots for new products and the timing of sales orders and OEM and carrier customer sell through; - Product mix of our sales as our products have different gross margins; - The amount of inventory held by our channel partners; - Possible cyclical fluctuations related to the evolution of wireless technologies; - Possible delays in the manufacture or shipment of current or new products; - Possible product quality that may increase our cost of goods sold; - Possible increased inventory levels; Concentration in our customer base; and - The achievement of milestones related to signing new customers.


	-	Price and product competition, which may result in lower selling prices for some of our products or lost market share;
	-	Transition periods associated with the migration of new technologies;
	-	The development and timing of the introduction of our new products;
	-	The securing of channel slots for new products and the timing of sales orders and OEM and carrier customer sell through
	-	Product mix of our sales as our products have different gross margins;
	-	The amount of inventory held by our channel partners;
	-	Possible cyclical fluctuations related to the evolution of wireless technologies;
	-	Possible delays in the manufacture or shipment of current or new products;
	-	Possible product quality that may increase our cost of goods sold;
	-	Possible increased inventory levels;
	-	Concentration in our customer base; and
	-	The achievement of milestones related to signing new customers.

Because our operating expenses are determined based on anticipated sales, are generally fixed and are incurred throughout each fiscal month and quarter, any of the factors listed above could cause significant variations in our revenues, gross margin and earnings in any given month or quarter. Therefore, our monthly and quarterly results are not necessarily indicative of our overall business, results of operations and financial condition.

Monthly, quarterly and annual variations in operating results or any of the other factors listed above, changes in financial estimates by securities analysts, or other events or factors may result in wide fluctuations in the market price of our stock price. In addition, the financial markets have experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of many technology companies and that often have been unrelated to the operating performance of these companies or have resulted from the failure of the operating results of such companies to meet market expectations in a particular quarter. Broad market fluctuations or any failure of our operating results in a particular quarter to meet market expectations may adversely affect the market price of our common shares.

Competition from new or established wireless communication companies or from those with greater resources may prevent us from increasing or maintaining our market share and could result in price reductions and/or loss of business with resulting reduced revenues and gross margins.

The wireless communications industry is highly competitive and we expect competition to increase and intensify. More established and larger companies with greater financial, technical and marketing resources sell products that compete with ours and we expect this competition to intensify. We also may introduce new products that will put us in direct competition with major new competitors. Existing or future competitors may be able to respond more quickly to technological developments and changes and introduce new products before we do, or may independently develop and patent technologies and products that are superior to ours or achieve greater acceptance due to factors such as more favorable pricing, more desired or better quality features or more efficient sales channels. If we are unable to compete effectively with our competitors’ pricing strategies, technological advances and other initiatives, we may lose customer orders and market share and we may need to reduce the price of our products, resulting in reduced revenue and reduced gross margins.

Acquisitions of companies or technologies may result in disruptions to our business or may not achieve the anticipated benefits.

As part of our business strategy, we may acquire additional assets and businesses principally relating to or complementary to our current operations. Any acquisitions and/or mergers by us will be accompanied by the risks commonly encountered in acquisitions of companies.

These risks include, among other things:

- Exposure to unknown liabilities of acquired companies, including unknown litigation related to acts or omissions of our acquired company and/or its directors and officers prior to the acquisition; - Higher than anticipated acquisition and integration costs and expenses; - Effects of costs and expenses of acquiring and integrating new businesses on our operating results and financial condition; - The difficulty and expense of integrating the operations and personnel of the companies; - Disruption of our ongoing business; - Diversion of management's time and attention away from our remaining business during the integration process; - Failure to maximize our financial and strategic position by the successful incorporation of acquired technology; - The inability to implement uniform standards, controls, procedures and policies; - The loss of key employees and customers as a result of changes in management; - The incurrence of amortization expenses.


	-	Failure to maximize our financial and strategic position by the successful incorporation of acquired technology;
	-	The inability to implement uniform standards, controls, procedures and policies;
	-	The loss of key employees and customers as a result of changes in management; and
	-	The incurrence of amortization expenses.

As a result of the growth of our company, we may seek to raise additional capital through an offering of common shares, preference shares or debt, which may result in dilution and/or the issuance of securities. As a result, our share price may decline and there may be possible dilution to our shareholders if the purchase price is paid in common shares or securities convertible into common shares.

In addition, geographic distances may make integration of businesses more difficult. We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions. If realized, these risks could reduce shareholder value.

The loss of any of our significant customers could adversely affect our revenue and profitability, and therefore shareholder value.

We sell our products through carriers, mobile operators, service providers, ~~value added resellers (~~VARS) and enterprise customers. We are dependent on a limited number of customers for a significant portion of our revenues. Most of these customers also sell products of our competitors. Accordingly, our business and future success depends on our ability to maintain and build on existing relationships and develop new relationships. If any of these customers, for any reason, discontinues their relationship with us or reduces or postpones current or expected purchase orders for products, or suffers from business failure, our revenues and profitability could decline, perhaps materially. We expect that a limited number of customers will account for a significant portion of our revenues for the foreseeable future. In addition, our current customers purchase our products under purchase orders. Our customers have no contractual obligation to continue to purchase our products following our fulfillment of current purchase orders and if they do not continue to make purchases, our revenue and our profitability could decline, perhaps materially.

We depend on single source suppliers for some components used in our products and if these suppliers are unable to meet our demand the availability of our products may be materially adversely affected.

From time to time, certain components used in our products have been, and may be, in short supply worldwide and shortages in allocation of components may result in delay in filling orders from our customers, which may adversely affect our business. In addition our suppliers may experience damage or interruption in their operations, become insolvent or bankrupt, or experience claims of infringement, all of which could delay or stop their shipment of components to us, which may adversely affect our business. Alternate sources of components may not be available. If there is a shortage of any such components and we cannot obtain an appropriate substitute, we may not be able to deliver sufficient quantities of our products, we may lose business or customers and our revenue may be materially adversely affected.

We depend on a limited number of third parties to manufacture our products. If they do not manufacture our products properly or cannot meet our needs in a timely manner, we may be unable to fulfill our product delivery obligations and our costs may increase, and our revenue and margins could decrease.

We outsource the manufacturing of our products to a limited number of third parties and depend heavily on the ability of these manufacturers to meet our needs in a timely and satisfactory manner at a reasonable cost. We currently rely on two manufacturers, either of whom may terminate the manufacturing contract with us at the end of any contract year. Our reliance on third party manufacturers subjects us to a number of risks, including the following:


	-	the absence of guaranteed or adequate manufacturing capacity;
	-	reduced control over delivery schedules, production levels, manufacturing yields and costs;
	-	their inability to secure adequate volumes of components in a timely manner at a reasonable cost; and
	-	unexpected increases in manufacturing costs.

If we are unable to successfully manage any of these risks or to locate alternative or additional manufacturers or suppliers in a timely and cost-effective manner, we may not be able to deliver products in a timely manner. In addition, our results of operations could be harmed by increased costs, reduced revenues and reduced margins. Under our manufacturing agreements, in many cases we are required to place binding purchase orders with our manufacturers well in advance of our receipt of binding purchase orders from our customers. In this situation, we consider our customers’ good faith, non-binding forecasts of demand for our products.

As a result, if the number of actual products ordered by our customers is materially different from the number of products we have instructed our manufacturer to build (and purchase components in respect of), then, if too many components have been purchased by our manufacturer, we may be required to purchase such excess component inventory, or, if an insufficient number of components have been purchased by our manufacturer, we may not be in a position to meet all of our customers’ requirements. If we are unable to successfully manage our inventory levels and respond to our customers’ purchase orders based on their forecasted quantities, our business could be adversely affected.

We may have difficulty responding to changing technology, industry standards and customer requirements, which could cause us to be unable to recover our research and development expenses and our revenue could decline.

The wireless communications industry is subject to rapid technological change. Our business and future success will depend, in part, on our ability to accurately predict and anticipate evolving wireless technology standards and develop products that keep pace with the continuing changes in technology, evolving industry standards and changing customer and end-user preferences and requirements. Our products embody complex technology that may not meet those standards, preferences and requirements. Our ability to design, develop and commercially launch new products depends on a number of factors, including, but not limited to the following:

- ~~Our~~our ability to attract and retain skilled technical employees; - ~~The~~the availability of critical components from third parties; - ~~Our~~our ability to successfully complete the development of products in a timely manner; and - ~~Our~~our ability to manufacture products at an acceptable price and quality.

A failure by us, or our suppliers, in any of these areas, or a failure of new products to obtain commercial acceptance, could mean we receive less revenue than we anticipate and we are unable to recover our research and development expenses, and may result in a decrease in the market price for our shares.

We develop products to meet our customers’ requirements. If we are unable or choose not to meet our customers’ future needs, we may not win their future business and our revenue and profitability may decrease. In addition, wireless communications service providers require that wireless data systems deployed on their networks comply with their own standards, which may differ from the standards of other providers. We may be unable to successfully address these developments in a timely basis or at all. Our failure to respond quickly and cost-effectively to new developments through the development of new products or enhancements to existing products could cause us to be unable to recover significant research and development expenses and reduce our revenues.

We may infringe on the intellectual property rights of others.

The industry in which we operate has many participants that own, or claim to own, proprietary intellectual property. While to date we have not received assertions or claims from third parties alleging that our products violate or infringe on their intellectual property rights we may receive these assertions in the future. Rights to intellectual property can be difficult to verify and litigation may be necessary to establish whether or not we have infringed the intellectual property rights of others. In many cases, these third parties are companies with substantially greater resources than us, and they may be able to, and may choose to, pursue complex litigation to a greater degree than we could. Regardless of whether these infringement claims have merit or not, we may be subject to the following:


	-	We may be liable for potentially substantial damages, liabilities and litigation costs, including attorneys’ fees;
	-	We may be prohibited from further use of the intellectual property and may be required to cease selling our products that are subject to the claim;
	-	We may have to license the third party intellectual property, incurring royalty fees that may or may not be on commercially reasonable terms. In addition, there is no assurance that we will be able to successfully negotiate and obtain such a license from the third party;
	-	We may have to develop a non-infringing alternative, which could be costly and delay or result in the loss of sales. In addition, there is no assurance that we will be able to develop such a non-infringing alternative;
	-	The diversion of management’s attention and resources;
	-	Our relationships with customers may be adversely affected; and
	-	We may be required to indemnify our customers for certain costs and damages they incur in such a claim.

In the event of an unfavorable outcome in such a claim and our inability to develop a non-infringing alternative, then our business, operating results and financial condition may be materially adversely affected and we may have to restructure our business.

Misappropriation of our intellectual property could place us at a competitive disadvantage.

Our intellectual property is important to our success. We rely on a combination of patent protection, copyrights, trademarks, trade secrets, licenses, non-disclosure agreements and other contractual agreements to protect our intellectual property. Third parties may attempt to copy aspects of our products and technology or obtain information we regard as proprietary without our authorization. If we are unable to protect our intellectual property against unauthorized use by others it could have an adverse effect on our competitive position. Our strategies to deter misappropriation could be inadequate due to the following risks:


	-	Non-recognition of the proprietary nature or inadequate protection of our methodologies in the United States, Canada or foreign countries;
	-	Undetected misappropriation of our intellectual property;
	-	The substantial legal and other costs of protecting and enforcing our rights in our intellectual property; and
	-	Development of similar technologies by our competitors.

In addition, we could be required to spend significant funds and our managerial resources could be diverted in order to defend our rights, which could disrupt our operations.

Fluctuations in exchange rates between the United States dollar and other currencies, including the Canadian dollar may affect our operating results.

We are exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar through our operations in Canada. To reduce our risk because of currency fluctuations, we purchase inventory, other cost of sales items and many of our services in United States dollars, however, some of our operating costs are still incurred in Canadian dollars, primarily those relating to marketing, administration and sales support. Given the fluctuation in the Canadian dollar relative to the United States dollar, our operating results may be negatively impacted. To date, we have not entered into any foreign currency futures contracts as part of a hedging policy. We expect that as our business expands in Europe and the Asia-Pacific region, we will also be exposed to additional foreign currency transactions and to the associated currency risk.

We depend on wireless network carriers to offer acceptable wireless data and voice communications services for our products to operate.

Our products can operate on wireline networks but because of our 3G/4G Business Class focus we are dependent on wireless data and voice networks operated by third parties. Our business and future growth depends, in part, on the successful deployment by network carriers of next generation wireless data and voice networks and the network carriers’ ability to co-market our products. If these network carriers delay the deployment or expansion of next generation networks or fail to offer our products in conjunction with their data plans, or fail to price and market their services effectively, sales of our products will decline and our revenues will decrease.

We do not have fixed-term employment agreements with our key personnel and the loss of any key personnel may harm our ability to compete effectively.

None of our executive officers or other key employees has entered into a fixed-term employment agreement. Our success depends in large part on the abilities and experience of our executive officers and other key employees. Competition for highly skilled management, technical, research and development and other key employees is intense in the wireless communications industry. We may not be able to retain our current executive officers or key employees and may not be able to hire and transition in a timely manner experienced and highly qualified additional executive officers and key employees as needed to achieve our business objectives. The loss of executive officers and key employees could disrupt our operations and our ability to compete effectively could be adversely affected.

As our business expands internationally, we will be exposed to additional risks relating to international operations.

If we are unable to further develop distribution channels in Europe and the Asia-Pacific region we may not be able to grow our international operations and our ability to increase our revenue will be negatively impacted.

Government regulation could result in increased costs and inability to sell our products.

Our products are subject to certain mandatory regulatory approvals in the United States, Canada, the European Union and other regions in which we operate. In the United States, the Federal Communications Commission regulates many aspects of communications devices. In Canada, similar regulations are administered by the Ministry of Industry, through Industry Canada. European Union directives provide comparable regulatory guidance in Europe. Although we have obtained all the necessary Federal Communications Commission, Industry Canada and other required approvals for the products we currently sell, we may not obtain approvals for future products on a timely basis, or at all. In addition, regulatory requirements may change or we may not be able to obtain regulatory approvals from countries other than the United States and Canada in which we may desire to sell products in the future.

If our efforts to restore the business to sustained profitability are not successful, we may be required to restructure or take other actions and our share price may decline.

We have incurred losses from operations in 2010, 2009 and 2008 as a result of restructuring our business and selling off low margin end of life products associated with the distribution business and we believe that we will continue to incur losses throughout fiscal year ending October 31, ~~2010~~2011 asuntil such time we ~~continue~~have tothe ~~develop~~necessary ~~our~~funds ~~business~~to attract and ~~launch~~hire ~~our~~additional ~~new~~sales, ~~portfolio~~marketing, ofand ~~routing~~support ~~products~~personnel ~~and~~required ~~services~~to ~~over~~reach ~~the~~our ~~next~~monthly ~~8-12~~breakeven ~~months~~sales targets.

Our ability to achieve and maintain profitability in the future will depend on, among other things, the continued sales of our current products and the successful development and commercialization of new products. If we cannot sustain profitability, our total losses will increase and we may be required to restructure our operations or raise additional capital. Additional financing may not be available, and even if available, may not be on acceptable terms. We may seek to raise additional capital through an offering of common shares, preference shares or debt, which may result in dilution, and/or the issuance of securities with rights senior to the rights, of the holders of common shares. As a result, our share price may decline.

Risks Associated with Our Common Stock

We do not intend to pay dividends on any investment in our common stock.

We do not currently anticipate declaring and paying dividends to our stockholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. WeThere anticipated the loss for 2009 as a result of realigning our business strategy with a focusing primarily on developing new products. Because we experienced a loss from operations in 2009 and 2008, there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of shares of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, which currently do not intend to pay any dividends on shares of our common stock for the foreseeable future. To the extent that we require additional financing currently not provided for in our financing plan, our financing sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our common stock will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our common stock.

The price of our common stock is likely to be highly volatile and may decline. If this happens, our stockholders may have difficulty selling their shares and may not be able to sell their shares at all.

We cannot assure you that a trading market will continue to develop for our common stock, or if it does, it may not be sustained, or that any stockholder will be able to liquidate his or her investment without considerable delay, if at all. The market price of our common stock is likely to be highly volatile and may also fluctuate significantly in response to the following factors, most of which are beyond our control:

- variations in our quarterly operating results; - changes in market valuations of similar companies; - announcements by us or our competitors of significant new products; and - the loss of key management.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies’ securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

Because we can issue additional shares of our common stock, our stockholders may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 600,000,000 shares of common stock. As of ~~September~~March 1317, ~~2010~~2011 there were 5975,~~634~~810,~~450~~552 shares of our common stock issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our stockholders. Consequently, our stockholders may experience dilution in their ownership of our company in the future.

Because we can issue up to 100,000,000 shares of preferred stock, preferred shareholders will have preference over our common stockholders.

On October 5, 2010 we filed a Certificate of Amendment to our Articles with the Secretary of State of Nevada creating 100,000,000 preferred shares with a par value of $0.001 per share. Our board of directors is authorized to prescribe the series and the number of the shares of each series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of the shares of each series of preferred stock. Consequently, preferred shareholders may be entitled to a higher claim on the assets and earnings than holders of our common stock. No preferred shares have been issued as of the date of this Report.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority, which we refer to as FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for shares of our common stock.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~The~~Disclosure ~~disclosure~~ contained under Part 1 – Item 2 under the heading “Outstanding Share Data” is responsive to this item and is incorporated herein by reference.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.	(Removed and Reserved)


ITEM 5.	OTHER INFORMATION

~~Promissory notes issued~~None

On May 25, 2010, a shareholder advanced $300,000 in connection with a short-term promissory note for working capital purposes. On July 26, 2010, the shareholder advanced an additional $250,000 in connection with a short-term promissory note for working capital purposes. The loans bear interest at 12% per annum. As of July 31, 2010, $550,000 was outstanding under the promissory notes payable agreements to the shareholder. On August 20, 2010, an additional $100,000 was advanced by this shareholder.

Repayment of Promissory Notes

On May 2, 2010, we repaid two promissory notes to two lenders totalling $104,964 and $101,216, respectively, including interest.

Appointment of Director

On May 18, 2010 we announced the appointment of Michael Donnell as a director of our company (as disclosed in our Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 18, 2010) Mr. Donnell has more than 25 years of experience leading public and private telecommunications and software companies ranging in size from startup phase to organizations with 2,500 employees. He has also provided market development, business planning and financing advice to a number of firms in the telecommunications, hardware and software sectors. He graduated from Central Oklahoma University with a Bachelor of Business Administration degree.

In connection with Mr. Donnell’s appointment as a director, we have agreed to provide him with the following: a fee of $1,000 per month, paid quarterly, for his services as a director; reimbursement for normal travel and other expenses related to the carrying out of the duties of the director; a per diem of $1,000 per day when working on business for our company that is not related to his role as a director of our company; and 437,500 stock options, with each option exercisable into one share of our common stock at a price of $0.425 per share for a period of five years from the date of grant, on terms and conditions as set out in our 2009 Stock Option Plan and a stock option agreement to be entered between our company and Mr. Donnell. The options will vest equally over each of 6, 12 and 18 months from May 17, 2010.

Debt Conversion Agreements

On May 17, 2010, we entered into debt conversions subscription agreements whereby $21,485 debt was converted into 94,001 common shares. On May 26, 2010 we issued the shares to 3 US accredited investors (as that term is defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”)) relying on Regulation S and/or Section 4(2) of the Securities Act.

Annual Meeting of Stockholders

On June 22, 2010, we held our annual meeting of stockholders to elect the directors of our company. As disclosed in our Form 8-K filed with the Securities and Exchange Commission on June 24, 2010, our stockholders elected Mark Sampson, Ralph Proceviat, Brad Weinert, James Grey and Michael Donnell as the directors of our company and ratified the appointment of BDO USA LLP as our independent registered public accounting firm. Our stockholders also ratified our 2009 Stock Option Plan. Under the Plan, options to acquire common shares may be granted to directors, officers, consultants and employees of our company. A total of 15,000,000 common shares may be issued under the Plan. The purpose of our 2009 stock option plan is to retain the services of valued key employees, directors, officers and consultants of our company and such other persons as the Plan Administrator shall select, and to encourage such persons with an increased incentive to make contributions to our company.

Form S-8 - Registration Statement Under the Securities Act of 1933

On July 12, 2010 we filed a Registration Statement on Form S-8 with the Securities and Exchange Commission to register an aggregate of 15,000,000 shares of our common stock that are issued or issuable pursuant to stock options granted and to be granted under our 2009 stock option plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, the Registration Statement also covers any additional shares of our common stock that become issuable under any of the listed plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of our outstanding shares of common stock.

Exercise of Stock Options

On August 12, 2010 we issued a total of 65,000 common shares to two US employees in connection with the exercise of stock options at an exercise price of $0.15 per share.

Convertible Note

As disclosed in our Report on Form 8-K (as filed with the Securities and Exchange Commission on August 26, 2010), we entered into a securities purchase agreement (the “Agreement”), effective August 20, 2010, pursuant to which we agreed to sell to the lender a 10% Convertible Note (the “Note”) due July 30, 2011 with an aggregate original principal amount equal to $400,000, and a 3 year warrant (the “Warrant”) to purchase 333,333 warrant shares (the “Warrant Shares”) at an exercise price equal to $0.50 per Warrant Share for a period of three years. The Note entitles the Lender to convert, from time to time, all or any part of the outstanding principal, plus accrued but unpaid interest thereon, into shares of common stock of the Company (the “Note Shares”) at a conversion price equal to the lesser of (i) $0.50 and (ii) 80% of the average of the three lowest daily VWAPs (as defined in the Note) during the twenty (20) consecutive Trading Days (as defined in the Note) immediately preceding the applicable Conversion Date (as defined in the Note) on which the Lender elects to convert all or part of the Note. The issuance of the Note, the Note Shares, the Warrant and the Warrant Shares will be made pursuant to Section 4(2) and/or Rule 506 of Regulation D of the United States Securities Act of 1933 (“the Act”) and the Lender has represented to the Company that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Act.

Schedule 14A – Preferred Shares


ITEM 6.	EXHIBITS

Exhibit Number	Description
Exhibit
Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our registration statement on Form S-1/A filed on October 10, 2008)
3.2	Bylaws (incorporated by reference from our registration statement on Form S-1/A filed on October 10, 2008)
3.3	Amendment to Articles of Incorporation and Bylaws – 8 for 1 forward split (incorporated by reference from our Form 8-K filed on September 24, 2009)
3.4	Certificate of Amendment to Articles of Incorporation and Bylaws – filed on October 7, 2010 with the Secretary of State of Nevada creating 100,000,000 preferred stock with a par value of $0.001 per share.
(10)	Material Contracts
10.1	Form of Subscription Agreement used in a private placement offering that closed on July 25, 2007 between our company and 32 investors (incorporated by reference from our registration statement on Form S-1/A as filed with the Commission on October 10, 2008)
10.2	Share Exchange Agreement dated September 29, 2009 (incorporated by reference from our current report on Form 8-K as filed with the Commission on October 2, 2009)
10.3	Assumption Agreement dated September 29, 2009 (incorporated by reference from our current report on Form 8-K as filed with the Commission on October 2, 2009)
10.4	Return to Treasury Agreement dated October 28, 2009 between our company and Edward Dere (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 9, 2009)
10.5	Share Purchase Agreement dated October 29, 2009 between our company and Slawek Kajko (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 9, 2009)
10.6	Form of Stock Option Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 9, 2009)
10.7	Form of Debt Conversion Subscription Agreement (incorporated by reference from our annual report on Form 10-K for the year ended August 31, 2009 as filed with the Commission on November 18, 2009). Form of Subscription Agreement for Non-US Persons (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 11, 2010)
10.8	Form of Assumption Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 11, 2010)
10.09	Form of Assumption Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on February 24, 2010)
10.10	Form of Debt Conversion Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on February 24, 2010)
10.11	Form of Subscription Agreement for Non-US Persons (incorporated by reference from our current report on Form 8-K as filed with the Commission on February 24, 2010)
10.12	Form of Subscription Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on April 29, 2010)

3943

10.09	Form of Assumption Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on February 24, 2010)
10.10	Form of Debt Conversion Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on February 24, 2010)
10.11	Form of Subscription Agreement for Non-US Persons (incorporated by reference from our current report on Form 8-K as filed with the Commission on February 24, 2010)
10.12	Form of Subscription Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on April 29, 2010)
10.13	$400K Convertible Note (incorporated by reference from our current report on Form 8-K as filed with the Commission on August 26, 2010)
10.14	Form of Warrant, US and non-US Subscription Agreements used in a private placement offering that closed on December 17, 2010 between our company and 2 non-US and 9 US investors (incorporated by reference from our current report on Form 8K as filed with the Commission on December 20, 2010)
10.15	Debt Settlement and Subscription Agreement dated January 13, 2011 with Nexaira Inc. and Novatel Wireless, Inc. (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 20, 2011)
10.16	Form of Debt Settlement and Subscription Agreement (incorporated by reference from our current report on Form 8-K as filed with the Commission on March 2, 2011)
10.17*	Letter Agreement with Garden State Securities Inc. (incorporated by reference from our current report on Form 8-K as filed with the Commission on March 2, 2011)
10.18*	Consulting Agreement with JFS Investments, Inc. (incorporated by reference from our current report on Form 8-K as filed with the Commission on March 2, 2011)
(14)	Code of Ethics
14.1	Code of Ethics(incorporated by reference from our annual report on Form 10-K for the year ended August 31, 2009 as filed with the Commission on November 18, 2009)
(21)	Subsidiaries
21	Direct and Indirect Wholly-Owned Subsidiaries of Nexaira Wireless Inc.: Nexaira Wireless (BC) Ltd .., a British Columbia company and Nexaira, Inc., a California company
(31)	Certifications
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(99)	Additional Exhibits
99.1	Audit Committee Charter ~~(incorporated~~– byAdopted ~~reference from our Annual Report~~ on ~~Form~~January ~~10-K for the year ended August 31~~25, ~~2009 as filed with the Commission on November 18, 2009)~~2011
99.2	Compensation Committee Charter – Adopted on January 26, 2011


*	Filed herewith

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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.

NEXAIRA WIRELESS INC.

/s/ Mark Sampson By: Mark Sampson President, Chief Executive Officer and Director (Principal Executive Officer) Dated: September 13, 2010 /s/ Ralph Proceviat By: Ralph Proceviat Chief Financial Officer, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) Dated: September 13, 2010

41By: Mark Sampson President, Chief Executive Officer and Director (Principal Executive Officer) Dated: March 17, 2011

/s/ Ralph Proceviat

By: Ralph Proceviat
Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
Dated: March 17, 2011

Filing Compare · NEXAIRA WIRELESS INC.