UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February ~~January 4~~14, 2011

~~POLAR~~Polar ~~WIRELESS~~Wireless ~~CORP~~Corp.

Nevada	000-54131	20-4662814
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
4440 PGA Blvd., Suite 600 Palm Beach Gardens, FL		33410
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

~~1-905-881-8444 Registrant’s telephone number, including area code: N/A (Former name or former address, if changed since last report)~~Nevada

(State or other jurisdiction of incorporation)

000-54131

(Commission File Number)

20-5662814

(IRS Employer Identification No.)

4440 PGA Blvd., Suite 600

Palm Beach Gardens, Florida 33410

(Address of principal executive offices)(Zip Code)

(905) 881-8444

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Aso ~~used~~Soliciting inmaterial ~~this~~pursuant ~~report,~~to ~~the~~Rule ~~terms~~14a-12 ~~"we",~~under ~~"us",~~the ~~"our",~~Exchange ~~"our~~Act ~~company"~~(17 ~~refer~~CFR ~~to Polar Wireless Corp~~240.~~., a Nevada corporation.~~14a-12)

~~CAUTIONARY~~o ~~NOTE~~Pre-commencement ~~REGARDING~~communications ~~FORWARD~~pursuant to Rule 14d-~~LOOKING~~2(b) ~~STATEMENTS~~under the Exchange Act (17 CFR 240.14d-2(b))

~~Our~~o ~~disclosure~~Pre-commencement ~~and~~communications ~~analysis~~pursuant into ~~this~~Rule ~~Current Report on Form 8~~13e-K4(c) ~~contains~~under ~~some forward-looking statements. Certain of~~ the ~~matters~~Exchange ~~discussed~~Act ~~concerning~~(17 ~~our~~CFR ~~operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements~~240.13e-4(c))

~~Statements~~Item ~~that~~4.01 ~~are~~Changes ~~predictive~~ in ~~nature,~~Registrant’s ~~that~~Certifying depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.Accountant

~~Investors~~(a) On ~~are~~February ~~cautioned~~14, ~~that~~2011, ~~our~~Polar ~~forward-looking~~Wireless ~~statements~~Corp. ~~are~~(the ~~not~~“Company”) ~~guarantees~~notified ofSeale ~~future~~and ~~performance~~Beers, CPAs (“Seale and Beers”) that the ~~actual~~Company ~~results~~had ordismissed ~~developments~~Seale ~~may~~and ~~differ~~Beers ~~materially~~as ~~from~~the independent registered public accounting firm of the ~~expectations~~Company. The ~~expressed~~Board inof Directors of the ~~forward-looking~~Company ~~statements~~recommended and approved the dismissal.

AsThe ~~for~~reports ~~the~~of ~~forward-looking~~Seale ~~statements~~and ~~that~~Beers ~~relate~~regarding tothe ~~future~~Company’s financial ~~results~~statements ~~and~~as ~~other~~of ~~projections~~April 30, ~~actual~~2010 ~~results~~and ~~will~~2009 beand ~~different due to~~ the ~~inherent~~statements ~~uncertainty~~ of ~~estimates~~operations, ~~forecasts~~stockholders’ deficit and ~~projections~~cash ~~may~~flows befor ~~better~~the oryears ~~worse~~then ~~than~~ended ~~projected.~~and ~~Given~~for ~~these~~the ~~uncertainties,~~period ~~you~~from ~~should~~April ~~not~~3, ~~place~~2006 ~~any~~(inception) ~~reliance~~through onApril ~~these~~30, ~~forward-looking~~2010, ~~statements.~~contained ~~These~~no ~~forward-looking~~adverse ~~statements~~opinion ~~also~~or ~~represent~~disclaimer ~~our estimates and assumptions only as~~ of ~~the~~opinion, ~~date~~nor ~~that~~were they ~~were~~qualified ~~made.~~or Wemodified ~~expressly~~as ~~disclaim a duty~~ to ~~provide updates to these forward-looking statements~~uncertainty, ~~and~~audit ~~the estimates and assumptions associated with them~~scope, ~~after the date of this filing to reflect events~~ or ~~changes~~accounting inprinciple. The ~~circumstances~~reports ~~or changes in expectations or the occurrence~~ of ~~anticipated~~Seale ~~events.~~and ~~You are advised~~Beers, however, tostated ~~consult~~that ~~any~~there ~~additional~~is ~~disclosures~~substantial wedoubt ~~make~~about inthe ~~our~~Company’s ~~reports~~ability onto ~~Form~~continue ~~10-K,~~as ~~Form~~a ~~10-Q,~~going ~~Form 8-K, or their successors~~concern.

~~Item~~From 8the period as of, and from, April 3, 2006 (inception) through April 30, 2010, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with Seale and Beers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Seale and Beers, would have caused them to make reference thereto in their report on the Company’s financial statements for such period from April 3, 2006 (inception) through April 30, 2010.01 There ~~Other~~were ~~Events~~no reportable events, as listed in Item 304(a)(1)(iv)(B) of Regulation S-B.

OnSeale ~~January~~and 4,Beers ~~2011,~~was ~~Polar~~provided ~~Wireless Corp. (the “Company”), Polar Wireless Corporation,~~ a ~~corporation~~copy ~~existing under the laws~~ of the ~~Province~~above ofdisclosures ~~Ontario~~ and ~~2230354~~was ~~Ontario~~requested ~~Limited,~~to afurnish ~~corporation existing under the laws of the Province of Ontario, executed~~ a ~~binding~~ letter ofaddressed ~~intent~~to ~~which provides for~~ the ~~amalgamation~~Securities ~~of 2230354 Ontario Limited, with~~ and ~~into~~Exchange ~~Polar~~Commission Wireless Corporation. To effectuate this amalgamation, shareholders of 2230354 Ontario Limited will exchange their shares of 2230354 Ontario Limited for securities of Polar Wireless Corporation. The letter of intent provides, among other items, that 2230354 Ontario Limited, following (the ~~amalgamation,~~“Commission”) ~~will~~stating ~~grant~~whether toor ~~the~~not ~~Company~~it ~~and~~agrees ~~its~~with ~~subsidiaries a non-transferable, worldwide, royalty-free exclusive right and license to exploit, market, sell and deploy all of~~ the ~~intellectual~~above ~~property and all rights therein currently held by 2230354 Ontario Limited as well as support for this intellectual property~~statements. ~~The~~Seale ~~parties intend to memorialize the terms~~ and ~~conditions~~Beers’s ofresponse ~~the~~is ~~letter~~attached ofas ~~intent~~Exhibit ~~in a definitive amalgamation agreement signed by the parties to effectuate the terms herein~~16.1 ~~Any definitive amalgamation agreement will contain standard representations and warranties, covenants and conditions~~ to ~~closing. The~~this ~~closing~~Current ofReport aon ~~definitive~~Form amalgamation agreement will be subject to 2230354 Ontario Limited conditions precedent including, but not limited to, 2230354 Ontario Limited providing audited financial statements from the date of incorporation to April 30, 2010, and unaudited financial statements for the six month period ended October 31, 2010, in each case, prepared in accordance with Canadian generally accepted accounting principles, which financial statements shall be satisfactory to the Company8-K.

~~Following~~(b) ~~the~~On ~~closing~~February 3, ~~Polar~~2011, ~~Wireless~~the ~~Corporation~~Board ~~will~~of ~~have~~Directors ~~68,000,000~~of ~~Common~~the ~~Shares,~~Company ~~12,000,000~~resolved ~~Exchangeable~~to ~~shares~~engage ~~(exchangeable~~the ~~into~~independent ~~12,000,000~~registered ~~Common~~public ~~Shares)~~accounting ~~and~~firm ~~1,900,000~~of ~~Convertible~~Fazzari ~~Preferred~~& ~~Shares~~Partners LLP, Chartered Accountants (~~Convertible~~“Fazzari to& 1Partners”),~~900,000~~ ~~Common~~the ~~Shares)~~Company’s ofnew ~~which~~independent ~~the~~registered ~~2230354~~public ~~Ontario~~accountants, ~~Limited’s~~which ~~shareholders~~appointment ~~will~~Fazzari ~~hold~~& ~~12,000,000~~Partners ~~Exchangeable~~has ~~shares~~accepted ~~and~~with ~~1,900,000~~the ~~Convertible~~dismissal ~~Preferred~~of ~~Shares~~Seale and Beers.

~~Polar~~During ~~Wireless~~the ~~Corp~~two ismost arecent ~~development-stage~~fiscal ~~company~~years ~~whose~~and ~~business~~the ~~plan~~interim ~~includes~~period ~~providing~~preceding ~~organized~~the ~~low-cost~~engagement ~~international~~of ~~and~~Fazzari ~~long-distance~~& ~~phone~~Partners, ~~calls~~the ~~via~~Company ~~call-back~~has ~~service~~not orconsulted ~~direct~~with ~~dial~~Fazzari ~~service. Accordingly,~~& wePartners ~~operate~~regarding aseither: ~~a mobile virtual network operator~~ (~~MVNO~~i) ~~that~~the ~~works~~application inof ~~conjunction~~accounting ~~with~~principles, a(ii) ~~customers’ current provider using~~ the ~~Polar~~type ~~Wireless~~of ~~chip.~~audit ~~The~~opinion ~~Polar~~that ~~Wireless~~might ~~chip~~be isrendered aby ~~multifunctional~~Fazzari ~~miniature~~& ~~electronic~~Partners ~~device~~or ~~for~~(iii) ~~mobile~~any ~~phones.~~other ~~It's~~matter anthat ~~additional~~was ~~thin~~the ~~SIM~~subject ~~card~~of todisagreement bebetween ~~inserted into~~ the ~~user's~~Company ~~cell~~and ~~phone~~its informer ~~conjunction~~auditor ~~with~~as ~~the~~described ~~main,~~in ~~mobile~~Item ~~operator's~~304(a)(1)(iv) ~~SIM~~of ~~card~~Regulation S-B. The ~~2230354~~Company ~~Ontario~~did ~~Limited,~~not inhave ~~our~~any ~~management’s~~disagreements ~~opinion,~~with ~~has~~Seale ~~the~~and ~~technology~~Beers ~~for~~and ~~the~~therefore ~~Polar~~did ~~Wireless~~not ~~chip~~discuss ~~and~~any ~~support~~past ~~capabilities~~disagreements ~~for~~with ~~this~~Fazzari ~~technology~~& Partners.

Item 9.01 Financial Statements and Exhibits

Exhibits

No.	Description

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

SIGNATURES

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, ~~Registrant~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POLAR WIRELESS CORP. (Registrant)
	Polar Wireless Corp. (Registrant)
Dated: January 5, 2011	By:	/s/ G. Kelly O’Dea
Date: February 16, 2011	By:	/s/ G. Kelly O’Dea
		G. Kelly O’Dea
		Chief Executive Officer
		President and Chief Executive Officer

Exhibit List

No.	Description

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

Filing Compare · POLAR WIRELESS CORP.