SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

							June 13, 2005

Via U.S. Mail and Fax (305-828-6230)

John W. Stump, III
Chief Financial Officer
CALYPSO WIRELESS, INC
5753 N.W. 158 Street
Miami, Florida 33014

Re:	CALYPSO WIRELESS, INC
	Form 10-KSB for the year ended December 31, 2004
      Filed May 06, 2005

      Forms 10-QSB for fiscal quarter ended March 31, 2005

	File No. 1-08497

Dear Mr. Stump:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Liquidity and Capital Resources, page 12

1. We note your material funding requirements of $7 million to
complete the manufacturing process and begin shipments of your
products. We note that you expect to begin shipping your products
during the fourth quarter of 2005. We note that during the
development stage period you have generated significant operating
losses and used significant cash to fund your operations. We note
that at December 31, 2004 you had cash of $36,318.  We note that
subsequent to December 31, 2004 you raised $1 million through a
private placement and signed subscription agreements to raise an
additional $2 million.  In this regard, ask your auditors to tell
us
the consideration given to AU Section 341 of the Statements of
Auditing Standards to conclude that their audit report should not
include an explanatory paragraph expressing substantial doubt
about
the entity`s ability to continue as a going concern.

2. In addition, expand your disclosure to include a detailed
discussion of management`s viable plans for overcoming the
company`s
financial difficulties.  Discuss in detail your requirements
during
the next twelve months and your ability to generate sufficient
cash
to support your operations.  Update the disclosure in each
subsequent
Form 10-Q.  Refer to Section 607.02 of the Financial Reporting
Codification.

Item 8A. Controls and Procedures, page 14

3. We note your disclosure that your December 31, 2003 and 2002
financial statements have been restated to correct for the
misclassification of expenditures between software development
cost
and research and development expenses.  It appears to us that your
disclosure controls and procedures were ineffective as of December
31, 2004.  Please revise, or tell us why you believe they were
effective.

Note 9 Restatements

4. Provide us with a detailed analysis supporting the
appropriateness
of the type of costs that you capitalized under SOP 98-1.

Form 10-Q for fiscal quarter ended March 31, 2005

5. To the extent applicable, revise to comply with the comments
above.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
551-
3370 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director
??

??

??

??

John W. Stump, III
CALYPSO WIRELESS, INC
June 7, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>