UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
SEC FILE NUMBER 0001326852
CUSIP NUMBER 67107C104

(Check One):  [     ]  Form 10-K   [    ] Form 20-F   [  X  ] Form 10-Q   [    ] Form 10-D    [    ] Form N-SAR
For Period Ended:  December 31, 2008

[     ]  Transition Report on Form 10-K
[     ]  Transition Report on Form 20-F
[     ]  Transition Report on Form 11-K
[     ]  Transition Report on Form 10-Q
[     ]  Transition Report on Fo rm N-SAR
For the Transition Period Ended:                                                                                        

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein .

 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
     
PART I -- REGISTRANT INFORMATION
 
O2 Secure Wireless, Inc.
Full Name of Registrant
 
Former Name if Applicable
 
4898 S. Old Pea chtree Rd. NW, Suite 150
Address of Principle Executive Office (Street and Number)
 
Norcross, GA 30071
City, State and Zip Code


PART II -- RULES 12B-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)
 
 
(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[ X ]
(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarter ly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)  The accountant s statement or other exhibit require d by Rule 12b-25(c) has been attached if applicable.

 
 
 

 
PART III--NARRATIVE
 
State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
      The Form 10-Q  for the period ended December 31, 2008 could not be filed within the prescribed time period.  The delay is attributable to additional time required to prepare and complete the document.
 
PART IV--OTHER INFORMAT ION
 
(1)   
Name and telephone number of person to contact in regard to this notification
 
 Craig C. Sellars
 
678
 
942-0684 x102
(Name)
 
(Area Code)
 
(Telephone Number)


(2)   
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exc hange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).
[ X ] Yes  [     ] No

(3)   
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[     ] Yes  [ X ] N o

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
O2 Secure Wireless, Inc.
(Name of Registrant as Specified in Charter)


Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date
February 16, 2009
By
 /s/ Craig C. Sellars, President and Chief Executive Officer


INSTRUCTION:  The form may be signed by an execut ive officer or the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized repr e sentative (other than an executive officer), evidence of the representative s authority to sign on behalf of the registrant shall be filed with the form.



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