SecProbe.io

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Mail Room 4561

      August 26, 2005

Keith A. Greaves
Chief Financial Officer, Treasurer and Secretary
O2 Secure Wireless, Inc.
3300 Holcomb Bridge Road, Suite 226
Norcross, GA 30092

	Re:	O2 Secure Wireless, Inc.
		Amendment No. 1 to Form SB-2
		Filed August 3, 2005
		File No. 333-123393

Dear Mr. Greaves:

	We have reviewed your amended registration statement and have
the following additional comments.  Please note that all
references
to page numbers below correspond to the marked version of your
amendment provided by counsel.

Form SB-2/A

Front Cover

1. While we note the revisions you have made in response to
comment 2
of our letter dated June 10, 2005, including the new disclosure
that
the selling shareholders will sell at a price range of $0.30 to
$1.50
per share, the sentence preceding this disclosure indicates that
you
believe the shares will begin trading at $1.50.  Please revise
here
and throughout the filing to provide consistent disclosure.  For
example, page 29 indicates that you anticipate that your common
stock
will initially be sold at $1.50 per share.  If you choose to
remove
the price range and simply indicate that the anticipated offering
price is $1.50, ensure that you revise your "Dilution" section to
provide the information required by Item 506(a) of Regulation S-B
with respect to the $.30/share price paid by Transfer Management.

Summary, page 6

2. We re-issue a portion of comment 4 of our letter dated June 10,
2005.  In the prospectus summary, you state that you incurred
losses
of $250,460 for the period from inception to September 30, 2004.
The
financial statements for such period reflect a net loss of
$204,625.
Please revise the document to provide consistent financial
information.

Risk Factors

Our negative cash flow, operating losses and limited operating
history ... page 8

3. While we note your response to comment 9 of our letter dated
June
10, 2005, please further revise the subheading of this risk factor
to
refer to the going concern opinion issued by your auditors.

If we are not able to reduce our installation costs... page 8

4. The risk to investors or your business from not being "as
profitable as anticipated" is unclear, since you have operated at
a
loss since inception.  Is reducing your installation costs
essential
to achieving profitability?  Please revise to clarify what effect
this risk would have on your business or operations.

Uncertain demand for our services may cause revenues to fall
short...page 11

5. As noted in the comment above, the risk to investors or your
business from not being "as profitable as anticipated" is unclear.
Additionally, the text of this risk factor appears to address two
distinct risks to your business.  First, that revenues could fall
short of expectations due to certain delays or lower than
anticipated
consumer demand.  Second, that lower than anticipated consumer
demand
could result in increased marketing costs.  You should discuss
each
of these risks separately, focusing on the risk to investors and
your
business from lower than anticipated revenues and from increased
marketing costs.

Our common stock may be deemed to be "penny stock"... page 13

6. Please refer to comment 9 of our letter dated June 10, 2005.
Revise this subheading to be consistent with your disclosure that
your stock is deemed a penny stock.

We may be unable to obtain additional financing...page 13

7. We note your disclosure that the risk of not obtaining
additional
financing could result in certain factors that could have an
"adverse
effect on [y]our projected operating performance and financial
conditions."  However, your disclosure on page 37 states that your
current working capital is insufficient to meet your operating
expenses for the next 12 months and that failure to obtain
additional
financing will result in the need to reduce your reoccurring
costs,
including planned systems installations.  This risk to your
business
and investors should be discussed in quantified terms in this
section.  Please revise both the text and subheading of this risk
factor accordingly.

The selling shareholders intend to sell their shares of common
stock... page 17

8. While we note your response to comment 11 of our letter dated
June
10, 2005, your disclosure in this section now states that
6,780,000
shares of common stock may be sold subject to various rules such
as
Rule 144 and your disclosure on page 30 states that, as of the
date
of this prospectus, 15,580,000 shares are currently available for
resale under Rule 144.  Please revise to provide consistent
information throughout the filing.

Selling Shareholders, page 18

9. Please revise your selling shareholder table to include a
column
that states the amount of securities to be owned by each selling
shareholder upon completion of this offering.  See Item 507 of
Regulation S-B.

10. Please expand the disclosure in this section to provide the
material terms of your Regulation S Securities Purchase Agreement
with Transfer Management, similar to the disclosure you provided
under "Recent Sales of Unregistered Transactions."  See Item 507
of
Regulation S-B, which requires the disclosure of all material
agreements between the company and any of the selling shareholders
within the last three years.  Additionally, please ensure that
your
next amendment includes disclosure of any other material
agreements
with selling shareholders.

11. Please provide us with a detailed analysis as to why Transfer
Management should not be named as an underwriter in the
prospectus.
In this regard, we note that all but three selling shareholders
purchased their shares from Transfer Management and that over 15%
of
the outstanding stock is being offered for the account of Transfer
Management.  Given these facts, it appears that Transfer
Management
may have purchased shares from you with a view to distribution.

Results of Operations, page 32

12. We note from your response to comment 21 of our letter dated
June
10, 2005 that revenues from or payments made under the Netconx
agreement have not been a material factor in your historical
operating results.  However, you state on page 36 that you
generated
$13,740 during the first six months of 2005 from sales under this
agreement.  Considering these revenues were more than half of your
total revenues, it appears that you should revise this section to
include a description of all the material terms of your agreement
with Netconx.  You should similarly revise the disclosure under
"Certain Relationships and Related Transactions."  Finally, please
re-file the Netconx agreement to include all exhibits thereto.

Liquidity and Capital Resources, page 36

13. In the third paragraph of this section, you indicate that you
believe your working capital is sufficient to sustain your current
operations and planned growth through December 31, 2006.  However,
you then go on to state in the fourth paragraph, that you project
additional working capital needs to fund your planned operations
for
the next twelve months.  Please revise as appropriate to provide
consistent disclosure throughout the document.

Certain Relationships and Related Transactions, page 48

14. We note from your response to comment 36 of our letter dated
June
10, 2005 that Mr. Richardson does not own any interest in Transfer
Management.  However, his relationship with Transfer Management
remains unclear.  Provide us with a detailed description of Mr.
Richardson`s affiliation with Transfer Management.  Your
disclosure
on page 49 states that he is an agent for Transfer Management.
Provide us with a description of his duties as an agent and his
role
in "introducing" you to Transfer Management.  Your response should
also address the capacity in which Mr. Richardson signed the
Regulation S Securities Purchase Agreement on behalf of Transfer
Management.  Finally, while we note that Mr. Richardson does not
own
any interest in Transfer Management, tell us whether he has
dispositive voting or investment power with respect to the
securities
held by Transfer Management.

Financial Statements, page 53

15. Please note the updating requirements of Item 310(g) of
Regulation S-B.

Report of Independent Auditors, page 55

16. The auditor`s report states that the financial statements as
of
March 31, 2005 were audited.  We believe this may be a
typographical
error as the financial statements as of September 30, 2004 were
previously described as audited and the financial statements as of
March 31, 2005 are described as unaudited throughout the financial
statements and footnotes.  Please have the audit report revised
accordingly.

Note 1 - Summary of Significant Accounting Policies (Revenue
Recognition), page 65

17. With respect to our previous comment 41, we note your updated
disclosure.  Please continue your revisions by disclosing how you
meet the "collectibility is reasonably assured" criterion of SAB
104
for recognizing revenue on the resale of network component
hardware.
Disclose your policies regarding sales returns, product warranties
and other post-delivery obligations that affect revenue
recognition.

Note 7 - Commitments and Contingencies (Distribution Agreement),
page
73

18. We note your accounting treatment for the 2,000,000 shares
issued
to NCX.  Please provide us with the authoritative guidance you
relied
on to support your presentation.  Explain your basis for recording
a
stock subscription receivable.  Explain why the issuance of the
shares is not being treated as employee compensation, since the
share
issuance appears to be tied to the employment of Mr. Sellars and
Mr.
Sherman.

19. Revise to disclose the significant relationships between O2
and
NCX, including that your chief information and technology officers
are also officers and shareholders of NCX.  Provide all
disclosures
required by SFAS 57.  Disclose the dollar amount of related party
transactions separately on the face of the balance sheet, income
statement, or statement of cash flows, as appropriate.

Note 8 - Stockholders` Equity

Equity Financing, page 75

20. With respect to our previous comment 39, we note your
revisions.
We also note the non-cash transaction of $120,000 paid to Pilot
for
its fee under its consulting agreement.  Please revise to include
this non-cash item in Note 10 in accordance with SFAS 95.

21. In this footnote and on the bottom of page 85, you state you
issued 500,000 warrants to an investor in consideration for an
extension on the Regulation S securities purchase agreement.  On
page
28 (second to last bullet point) and on page 46 (next to "(2)"),
you
state that 410,000 warrants were issued to the investor.  Please
revise the document to provide consistent disclosure regarding the
number of warrants issued to this investor.

Common Stock Warrants, page 78

22. In note 7 on page 74, you state that no value was assigned to
the
1,000,000 warrants issued to the chief information and technology
officers "as of issuance date."  Please revise to disclose the
date
the warrants were issued and why there is zero value associated
with
these warrants as of March 31, 2005.

Related Party Transactions

23. On page 48, you state that the chief executive officer`s wife
works for one of the multifamily units that have agreed to install
your wireless internet systems.  Revise to disclose the amount of
revenues related to this transaction in accordance with SFAS 57
and
revise the statement of operations to separately show the amount
of
related party revenues.

Signatures

24. While we note the revisions you have made in response to
comment
48 of our letter dated June 10, 2005, please further revise to
identify the person who is, or performs the function of, the
controller or principal accounting officer.  See Instructions for
signatures on Form SB-2, which indicates that both the principal
financial and principal accounting officer or controller are
required
to sign the registration statement.

*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.   Please furnish
a
cover letter with your amendments 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.

	You may contact Babette Cooper at (202) 551-3396 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Rebekah
Toton at (202) 551-3857 or Sara Kalin at (202) 551-3454 with any
other questions.  You may also contact me at (202) 551-3730.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via Facsimile (404) 917-0979
	Robert J. Mottern, Esq.
	Weizenecker, Mottern & Fisher, P.C.
	Telephone: (404) 365-9799

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Keith A. Greaves
O2 Secure Wireless, Inc.
August 26, 2005
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