As filed with the Securities and Exchange Commission on March __, 2009

Registration No.: 333-XXXXXX

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

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GMV Wireless, Inc.

Nevada
7799
26-3988293
(State or Other Jurisdiction of
Organization)
(Primary Standard Industrial
Classification Code)
(IRS Employer Identification
Number.)

16133 Ventura Blvd #215
Encino, CA 91436
310.200.5199
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
Mr. Don Calabria, President
16133 Ventura Blvd #215
Encino CA 91436
310.200.5199
(Name, address, including zip code, and telephone number, including area code, of agent for service of
process)
Copies of all communication to:
Frank J. Hariton, Esq.
1065 Dobbs Ferry Road
White Plains, New York 10607
Telephone (914) 674-4373
Fax (914) 693-2963

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this prospectus

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.   x

 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, a non accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer”, a “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨                                                              Accelerated Filer    ¨
Non-accelerated Filer ¨                                                                 Smaller Reporting Company x
 
CALCULATION OF REGISTRATION FEE

Title Of Each Class Of
Securities To Be
Registered
 
Amount To Be
Registered
 
Proposed
Maximum
Offering Price Per
Share
 
Proposed
Maximum
Aggregate
Offering Price
 
Amount of
Registration Fee
(1)
 
                   
Common Stock, par value $.001 per share (1)
    240000     $
0.10
    $ 24,000.00     $ 1.00  

(1) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The selling shareholders may sell shares of our common stock at a fixed price of $0.10 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.10 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.10.   There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
 
 
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
PRELIMINARY PROSPECTUS
 
SUBJECT TO COMPLETION,
DATED MARCH __, 2009
 
GMV WIRELESS, INC.
 
16133 Ventura Blvd #215
Encino, CA 91436
(310.200.5199
 
Up to 240,000 Shares of Common Stock
Offering Price: $0.10 per share
 
As of March XX, 2009, we had 1,405,000 shares of our common shares outstanding.
 This is a resale prospectus for the resale of up to 240,000 shares of our common stock by the selling stockholders listed herein. We will not receive any proceeds from the sale of the shares.
Our common stock is not traded on any public market and, although we have contacted Glendale Securities, Inc. (“Glendale”) to apply to have our common stock quoted on the Over the Counter Bulletin Board maintained by the Financial Regulatory Authority (“FINRA”) ("OTCBB") upon the effectiveness of the registration statement of which this prospectus is a part, they may not be successful in such efforts, and our common stock may never trade in any market.  We do not have a written agreement with Glendale regarding an application to FINRA.
Selling stockholders will sell at a fixed price of $0.10 per share until our common shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices, or privately negotiated prices.
Investing in our common stock involves very high risks. See "Risk Factors" beginning on page 6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.
 
 
The date of this prospectus is March XX, 2009.
 
2

SUMMARY OF OUR OFFERING
 
The following summary information is qualified in its entirety by the detailed information and financial statements appearing elsewhere in the Prospectus.
 
OUR BUSINESS
 
GMV Wireless, Inc. (“GMVW”, “we”, “us” or the “Company”) was incorporated in Nevada in November 2008. We were organized to be a joint venturer with GMV Holdings, LLC, a California limited liability company (“GMVH”), owned by our president, Don Calabria, and engaged in the business of providing wireless internet services, primarily to the hospitality industry.  We have entered onto a services agreement with GMVH where we will be the preferred source of capital for its future projects and share in the cash flow therefrom.
 
The Offering
Securities being offered :
 
  Up to 240,000 shares of common stock, par value $0.001 by selling stockholders.
Offering price per share :
 
  $0.10.
Offering period :
 
The shares will be offered on a time to time basis by the selling stockholders.
Net proceeds :
 
We will not receive any proceeds from the sale of the shares.
Use of proceeds :
 
We will not receive any proceeds from the sale of the shares.
Number of Shares of Common Stock Authorized and Outstanding :
 
1,405,000 shares of common stock issued and outstanding, 75,000,000 shares of common stock authorized.
 
There is no trading market for our shares. We have contacted Glendale Securities, Inc., a broker-dealer, to sponsor us for inclusion on the Over the Counter Bulletin Board and thereafter we hope that a trading market will develop. Selling stockholders will sell at a fixed price of $0.10 per share until our common shares are quoted on the Over-the-Counter Bulletin Board and thereafter at prevailing market prices, or privately negotiated prices.
 
Selected Financial Information
 
   
December 31, 2008
(Audited)
     
)
             
BALANCE SHEET DATA:
                             
Current Assets:
  $ 0                          
Total Assets:
  $ 0                          
Total Liabilities:
  $ 2,985                          
Stockholders’ (Deficit):
  $ (2,985 )                        
                                 
 
3
 
Statement of
Operations Data
 
For Period November 3, 2008 (inception) to December 31,
2008
(Audited)
 
Revenues:
  $ 0  
Expenses
  $ 4,312  
Net (Loss):
  $ (4,312 )
Net (Loss)per share:
 
Less than $0.01 per share
 
 
 
The foregoing summary information is qualified by and should be read in conjunction with our financial statements and accompanying footnotes, appearing elsewhere in this Registration Statement.

RISK FACTORS
 
You should carefully consider the following factors in evaluating our business, operations and financial condition. Additional risks and uncertainties not presently known to us that we currently deem immaterial or that are similar to those faced by other companies in our industry or business in general, such as competitive conditions, may also impair our business operations. The occurrence of any the following risks could have a material adverse effect on our business, financial condition and results of operations.
 
Risks Related to Our Business
 
We have no cash on hand and may not be able to continue as a going concern.  If we do not continue as a going concern our stock may become worthless. As reflected in the accompanying financial statements, the Company had no revenues and an accumulated deficit off $4,312 at December 31, 2008, reflecting a net loss from operations of $(4,312) and no cash resources.  The Company's operations have been funded in part by loans from its principal shareholder and officer, Don Calabria, in the amount of $2,985.  Mr. Calabria has no obligation to continue to make such loans. Management intends to raise additional funds by way of a public or private offering.  Mr. Calabria  has orally agreed to lend up to $50,000 to our business to allow it to continue operations. However, this amount may not prove to be sufficient and we may be required to cease operations which could result in our shareholders losing almost all of their investment.  Furthermore, this oral commitment is not a legally binding obligation of Mr. Calabria and his failure to honor this commitment could cause us to run out of funds and cease operations. If $50,000 were received from Mr. Calabria, management believes that it would enable us to complete the registration statement of which this prospectus forms a part continue our proposed operations for approximately one year. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
4
 
If we do not receive additional funding to initiate operations the value of our stock could be adversely affected.   As of January 1, 2009, we had no cash on hand and are dependent on private investment and loans from our principal shareholder and officer. Our plan is to raise cash to initiate operations. No assurance can be given that we will receive additional funds required to fund our initial operations.  Accordingly, if we do not receive additional funding, we cannot initiate our business operations and our stock price is unlikely to increase.
 
We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934 that will require us to incur audit fees and legal fees in connection with the preparation of such reports.  These additional costs could reduce or eliminate our ability to earn a profit.   Following the effective date of our registration  statement  of which  this prospectus is a part,  we will be required to file  periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the  rules and  regulations promulgated thereunder.  In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.  Moreover, our legal counsel will have to review and assist in the preparation of such reports.  The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys.  However, our incurring these costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release 33-8934 on June 26, 2008 we will be required, beginning with our fiscal year ending December 31, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year ending December 31, 2010. Furthermore, in the following year, our independent registered public accounting firm will be required to report separately on whether it believes that we have maintained, in all material respects, effective internal control over financial reporting. We have not yet completed any assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

Our officer has no experience in managing a public company.   Our sole officer has no previous experience in managing a public company and we do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

5
 
We do not presently have a Chief Financial Officer.   Our CEO does not have any experience as a chief financial officer (“CFO”).  While we are seeking to hire a CFO, we may not be successful in these efforts.  In the absence of a CFO we will be unable to fully implement internal controls and procedures required of a public corporation.  As a result we may become subject to regulatory inquiries and reviews which may hamper our ability to move forward with our business.

We do not have any independent directors.   Our sole officer, Mr. Calabria, is our sole director and there is no director who is independent of management.  We are continuing our efforts to attract independent directors, but until we do so conflicts between the interests of Mr. Calabria and our other shareholders will be resolved solely by Mr. Calabria and this may prove detrimental to the interests of our other shareholders.

            Our officer does not have an employment agreement with us and could cease working for us at any time causing us to cease our operations.   Our sole officer does not have an employment agreement with us.  In the absence of an employment agreement with a restrictive covenant on the part of the employee, our officer could leave us at any time or commence working for a competitive company.  Furthermore, California law, under which we operate, may cast substantial doubt on the enforceability of any restrictive covenant that we may obtain from our sole officer in the future.  Accordingly, the continued services of our sole officer cannot be assured. If Mr Calabria were to cease working for us, we would have to cease operations.
 
  Our sole officer and director is also the sole officer and director of our joint venture partner.   Our sole contract related to our business operations is a services agreement with GMVH, a company owned and operated by our sole officer, director, and principal shareholder, Mr. Calabria.  Since many of our rights under the Services Agreement are subject to interpretation, it is inevitable that conflicts will arise regarding the interest of the Company and those of GMVH which conflicts will be resolved solely by Mr. Calabria.

Our business is subject to general economic and business factors that are largely out of our control, any of which could have a material adverse effect on our operating results.   We are also affected by recessionary economic the hospitality industry may be reluctant to employ outside vendors in times of uncertainty. Economic conditions may adversely resort visitors ability to pay for additional services such as wireless access. If we are able to place fewer access points in rooms and if the usage of those we do place declines, our revenues and profits will be adversely affected.

6
 
The ability of our president to control our business will limit minority shareholders' ability to influence corporate affairs . Our president, Don Calabria, and an entity he controls own  1,185,000 or 84.6% of our 1,405,000x issued and outstanding shares. Even if he and the controlled entity were to sell all of their shares that are covered by this prospectus, they would still own 1,060,500 shares or 75.8% of our issued and outstanding shares. Because of his stock ownership, our president will be in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our president may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. This conflict is especially likely in view of Mr. Calabria's control of GMVH.  The minority shareholders would have no way of overriding decisions made by our president. This level of control may also have an adverse impact on the market value of our shares because he may institute or undertake transactions, policies or programs that result in losses may not take any steps to increase our visibility in the financial community and/ or may sell sufficient numbers of shares to significantly decrease our price per share.

Dependence on GMVH.   We are presently dependent upon GMVH to provide us withopportunities to finance projects under the Services Agreement.  Any adverse developments on the business of GMVH would materially adversely effect us and we have no control over such events.

Our industry is fragmented and competitive.    The wireless access point industry is highly competitive and fragmented. The Company expects competition to continue to be intense. We compete with numerous regional and local wireless access point companies, many of which have substantially greater financial, managerial and other resources than those presently available to us. Other competitors may operate locally in low cost ways that we can not emulate.  No assurance can be given that we will be able to effectively compete with these other companies or that competitive pressures, including possible downward pressure on the prices we can charge for our products and services, will not impact our results. In the event that we cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on our business, results of operations and financial condition and the price of our shares in any market that might develop.

Technological changes may reduce the need for our services or require that we make substantial additional investments in equipment.   We seek to be engaged in the business of installing wireless 802.11b/g/n systems in hotels, resorts, condominium communities and other locations.  While our installations will be consistent with present technologies, newer standards may cause our equipment to become obsolete requiring that we spend additional capital to upgrade or replace existing equipment.  In addition, alternative technologies, such as internet access provided by cell phone carriers may reduce the demand for our services.  The result of these changes could be to significantly negatively impact our results.

Risks Related to Our Common Stock

Currently, there is no public market for our securities, and there can be no assurances that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations. Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. We have requested that Glendale Securities, Inc. file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTC Bulletin Board ("OTCBB") maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance as to whether such market maker will actually file the application or if that  application will be accepted by FINRA. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether any market for our shares will develop or the prices at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

7
 
In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.  Because of the anticipated low price of the securities, many brokerage firms may not be willing to effect transactions in these securities. See "Plan of Distribution" subsection entitled "Selling Shareholders and any purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions."

Nevada law provides for indemnification of officers and directors at our expense and limits their liability which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.   Applicable Nevada law provides for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's promise to repay us, therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors are likely to materially reduce the market and price for our shares, if such a market ever develops.

We anticipate our stock being quoted on the OTCBB which may result in limited liquidity and the inability of our stockholders to maintain accurate price quotations of their stock. Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

8
 
Any market that develops in shares of our common stock will be subject to the penny stock restrictions which will create a lack of liquidity and make trading difficult or impossible. SEC Rule 15g-9 (as most recently amended and effective on September 12, 2005) establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects the market liquidity for our common stock. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person's account for transactions in penny stocks and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker-dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker-dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

 
•
the basis on which the broker-dealer made the suitability determination, and

 
•
that the broker-dealer received a signed, written agreement from the investor prior to the transaction.
 
Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.
 
9
 
We do not intend to pay dividends on our common stock. We have not paid any dividends on our common stock to date and there are no plans for paying dividends on the common stock in the foreseeable future.  We intend to retain earnings, if any, to provide funds for the implementation of our business plan. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive any additional cash, stock or other dividends on their shares of our common stock until we have funds which the Board of Directors determines can be allocated to dividends.
 
If a market develops for our shares, sales of our shares relying upon rule 144 may depress prices in that market by a material amount. All of the outstanding shares of our common stock are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the OTCBB (if and when listed thereon) is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of revisions to Rule 144 which became effective on or about February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of one year. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

Any trading market that may develop may be restricted by virtue of state securities "Blue Sky" laws which prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states. There is no public market for our common stock, and there can be no assurance that any public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend and may not be able to qualify securities for resale in approximately 17 states which do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.
 
10
 
DILUTION
 
We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders who may offer their shares at various prices.  Accordingly, we have not included information on dilution in this Prospectus.
 
USE OF PROCEEDS
 
We will not receive any of the proceeds from the sale of shares of the common stock offered by the selling stockholders. We are registering xxx,xxx of our x,xxx,xxx currently outstanding shares for resale to provide the holders thereof with freely tradable securities, but the registration of such shares does not necessarily mean that any of such shares will be offered or sold by the holders thereof.

SELLING STOCKHOLDERS

From December 2008 through March 2009, 1,405,000 shares of common stock were issued to 16 shareholders:

During December, 2008, an aggregate of 1,350,000 shares were issued to our founders as follows: (1) Don Calabria 510,000 shares; (2) Alan Collier 105,000 shares; (3) Michael Dimento 37,500 shares; (4) C2 Capital, LLC (a company controlled by Mr. Calabria); 675,000 shares; (5); and (6) Frank J. Hariton Esq., Company counsel, 22,500 shares.  Such shares were issued for their par value of $0.001 per share.

During January to March 2009 an additional 50,000 shares were issued to 11 additional shareholders for $5,000 in cash or $0.10 per share. These shares were issued in a private offering pursuant to Regulation D under the Securities Act of 1933, as amended, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined in Regulation D and that he/she was acquiring the shares for his/her own account and for investment. A copy of such subscription agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

No underwriter participated in the foregoing transactions, and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The securities bear a restrictive legend and stop transfer instructions are noted on our stock transfer records.

All shares offered under this prospectus are being offered by selling shareholders and may be sold from time to time for the account of the selling stockholders named in the following table. The table also contains information regarding each selling stockholder's beneficial ownership of shares of our common stock as of March 23, 2009, and as adjusted to give effect to the sale of the shares offered hereunder.
 
11
 
SELLING
SECURITYHOLDER
AND RELATIONSHIP TO
 
SHARES OWNED
(NUMBER AND
         
SHARES OWNED
( NUMBER AND
 
THE COMPANY OR ITS
 
PERCENTAGE)
   
SHARES
   
PERCENTAGE)
 
AFFILIATES, IF ANY
 
BEFORE OFFERING
   
OFFERED
   
AFTER OFFERING
 
                         
Don Calabria
    510000       36.4 % (1)     53500       456500       32.6 % (1)
President and Director
                                       
                                         
Frank J. Hariton, Counsel
    22500       1.60 %     22500       0       0 %
                                         
Alan Collier
    105,000       7.50 % (2)     11,000       94000 (2)     6.70 %
                                         
Michael Dimnento
    37,500       2.70 %     37,500       0       0.00 %
                                         
C2 Capital, LLC (3)
    675000       48,2 %     71000       604,000       43.10 %
                                         
Brandon Meuller
    5000       *       5000       0       0 %
                                         
Lisa Gonsales
    5000       *       5000       0       0 %
                                         
Andrew Minnehan
    5000       *       5000       0       0 %
                                         
Chad Calabria
    5000       *       5000       0       0 %
                                         
Shari Lukas
    5000       *       5000       0       0 %
                                         
Jerry Dix
    5000       *       5000       0       0 %
                                         
Don Boudewyn
    5000       *       5000       0       0 %
                                         
Donald J Calabria, Sr.
    5000       *       5000       0       0 %
John Humphrey
    5000       *       5000       0       0 %
                                         
Sccott Maasen
    5000               5000       0       0 %
                                         
Luke Zouvas
    5000       *       5000       0       0.00 %
                                       
Total
 
1,405,000
      100 %     240000       1,165,000       83.20 %

*Percentage is only indicated if greater than 1%
(1)
Does not include shares owned by C2 Capital, LLC or Donald Calabria, Sr., father of Donald Calabria Does not include shares owned by C2 Capital, LLC
(2)
This company is controlled by Donald Calabria and Allan Colier.

None of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, except that Alan Collier is an associated person at Ascher/Decision Services, Inc..

Don Calabria, our president and CEO is a Selling Stockholder and will be considered to be an underwriter for purposes of this offering. Mr. Calabria's intentions are to remain with us regardless of whether he sells all or a substantial portion of his stockholdings in us. Mr Calabria is nevertheless offering 10.5% of his shareholder interest, (53,5000 shares out of his total holdings of 510,000 shares) in this offering (approximately 3.8% of all outstanding common shares) since otherwise sales by Mr. Calabria would be restricted to 1% (or approximately 14,000 shares) of all outstanding shares every three months in accordance with Rule 144. As an officer/control person of the Company, Mr. Calabria may not avail himself of the provisions of Rule 144(k) which otherwise would permit a non-affiliate to sell an unlimited number of restricted shares provided that the one-year holding period requirement is met.

12
 
Selling Stockholders will make market sales at a fixed price of $0.10 per share until our common shares are quoted on the Over-The-Counter Bulletin Board or another quotation medium and thereafter at prevailing market prices, or privately negotiated prices.

DETERMINATION OF OFFERING PRICE

There is no established public market for the common equity being registered. Our outstanding shares were most recently issued at $0.10 per share in private placement transactions from January to March 2009. Accordingly, in determining the offering price, we selected $0.10 per share, which was the highest and most recent price at which we have issued our shares.

DIVIDEND POLICY

We have never paid a cash dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our Board of Directors, in its discretion, may consider relevant.

PLAN OF DISTRIBUTION

The selling stockholders may offer the shares at various times in one or more of the following transactions:
 
•
on any market that might develop;
 
 
•
in transactions other than market transactions;
 
 
•
by pledge to secure debts or other obligations;
 
 
•
Purchases by a broker-dealer as principal and resale by the broker-dealer for its account; or
 
 
•
in a combination of any of the above.

Selling stockholders will sell at a fixed price of $0.10 per share until our common shares are quoted on the Over- the-Counter Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. In order to comply with the securities laws of certain states, if applicable, the shares may be sold in such states only through registered or licensed brokers-dealers.

13
 
The selling stockholders may use broker-dealers to sell shares. If this happens, broker-dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares for whom they have acted as agents. To date, no discussions have been held or agreements reached with any broker-dealers. No broker–dealer participating in the distribution of the shares covered by this prospectus may charge commissions in excess of 8% on any sales made hereunder.

Affiliates and/or promoters of the Company who are offering their shares for resale and any broker-dealers who act in connection with the sale of the shares hereunder will be deemed to be "underwriters" of this offering within the meaning of the Securities Act, and any commissions they receive and proceeds of any sale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act.

Selling shareholders and any purchasers of our securities should be aware that any market that develops in our common stock will be subject to "penny stock" restrictions.

We will pay all expenses incident to the registration, offering and sale of the shares other than commissions or discounts of underwriters, broker-dealers or agents. We have also agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act.

This offering will terminate on the earlier of the:
a) date on which the shares are eligible for resale without restrictions pursuant to Rule 144 under the Securities Act or
b) date on which all shares offered by this prospectus have been sold by the selling stockholders.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

If any of the selling shareholders enter into an agreement after the effectiveness of our registration statement to sell all or a portion of their shares in the Company to a broker-dealer as principal and the broker-dealer is acting as underwriter, we will file a post-effective amendment to its registration statement identifying the broker-dealer, providing the required information on the Plan of Distribution, revising disclosures in its registration statement as required and filing the agreement as an exhibit to its registration statement.

Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in the over-the-counter markets, which are commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

SEC Rule 15g-9 (as most recently amended and effective September 12, 2005) establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediate foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person's account for transactions in penny stocks and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

14
 
In order to approve a person's account for transactions in penny stocks, the broker-dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker-dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth the basis on which the broker-dealer made the suitability determination, and that the broker-dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny
stocks. The above-referenced requirements may create a lack of liquidity, making trading difficult or impossible, and accordingly, shareholders may find it difficult to dispose of our shares.

STATE SECURITIES – BLUE SKY LAWS

There is no public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the “Blue Sky” laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state “Blue Sky” law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

Selling Security holders may contact us directly to ascertain procedures necessary for compliance with Blue Sky Laws in the applicable states relating to Sellers and/or Purchasers of our shares of common stock.

We intend to apply for listing in a nationally recognized securities manual which, once published, will provide us with "manual" exemptions in 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled "Standard Manuals Exemptions."

15
 
Thirty-three states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a Standard and Poor's Corporate Manual or another acceptable manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. We cannot secure this listing, and thus this qualification, until after our registration statement is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

LIMITATIONS IMPOSED BY REGULATION M

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, each selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations thereunder, including, without limitation, Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholders. We will make copies of this prospectus available to the selling stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any sale of the shares offered hereby. We assume no obligation to deliver copies of this prospectus or any related prospectus supplement.
 
LEGAL PROCEEDINGS
 
We are not a party to any pending litigation and, to the best of our knowledge, none is threatened or anticipated.
 
DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS
 
Our directors, officers and significant employees are as follows:
 
Name
 
Age
 
Position
Don Calabria
 
38
 
Chairman, President and CEO
 
Business Experience
 
Chairman, President and CEO
 
Mr. Calabria has been our CEO and President since our inception in November 2008.  Prior thereto, from 2004 to 2005 he was CFO of Schmidt Consulting, a business consulting from, a project manager for T-Mobile from 2005 to 2006 and an independent business consultant form 2006.  Since 2007 he has also been the President of GMV Holdings, LLC.  Mr. Calabria holds a BS in management from Arizona State University granted in 1993 and an MBA in management granted by Pepperdine University in 2000.
 
16
 
Due to his share ownership and positions as our sole officer and director, Don Calabria cannot be considered an independent director.
 
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
 
The information in the following table sets forth the beneficial ownership of our shares of common stock as of the date of this prospectus, by: (i) the highest paid person who is our officers and directors (or in the alternative, each officer and director); (ii) all officers and directors as a group; (iii) each shareholder who beneficially owns more than 5% of any class of our securities, including those shares subject to outstanding options. A person deemed to be a beneficial owner of any securities that such a person has a right to acquire within 60 days.

Name and  address of </f ont>
owner
  
Amount owned before the
offering
    
Amount owned after the
offering
    
Percent of Class After
Offering
 
Don Calabria
219 43 rd Street
Manhattan Beach, CA 90266
 
1,185,000 shares
 (1)  
1,060,500  shares
 (1)   
75.50
% (1) 
                   
C2Capital, LLC (2)
 
675,000 shares
   
 604,000 shares
   
43.10
% 
                   
Alan Collier
 
770,,000 shares
 (3)  
 698,000 shares
 (3)   
49.80
% (3)
                   
All officers and directors as a group (one (1) person)
 
1,185,000 shares
 (1)   
1,060,500 shares
 (1)   
75.50
% (1 )

(1)
Includes 675,000 shares owned by C2 Capital, LLC, a company controlled by Don Calabria and Alan Collier, before the offering and 604,000 shares owned by such company after the offering.
(2)
This entity is controlled by Don Calabria and Alan Collier.
(3)
Includes 675,000 shares owned by C2 Capital, LLC, a company controlled by Don Calabria and Alan Collier, before the offering and 604,000 shares owned by such company after the offering.
 
17
 
D ESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue Seventy Five Million (75,000,000) shares of Common Stock (the Common Stock) of Par Value of ($0.001). As of the date of this Offering the Company had 1,405,000 shares of Common Stock issued and outstanding. Holders of Common Stock are each entitled to cast one vote for each Share held of record on all matters presented to shareholders. Cumulative voting is not allowed; hence, the holders of a majority of the outstanding Common Stock can elect all directors. Holders of Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore and, in the event of liquidation, to share pro-rata in any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend and it is not anticipated that dividends will be paid unless and until the Company is profitable. Holders of Common Stock do not have preemptive rights to subscribe to additional shares if issued by the Company. There are no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All of the outstanding Shares of Common Stock are fully paid and non-assessable and all of the Shares of Common Stock offered thereby will be, upon issuance, fully paid and non-assessable.

Holders of Shares of Common Stock will have full rights to vote on all matters brought before shareholders for their approval, subject to preferential rights of holders of any series of Preferred Stock. We are not currently authorized to issue preferred stock and have no intention of amending our corporate documents to authorize preferred stock. Holders of the Common Stock will be entitled to receive dividends, if and as declared by the Board of Directors, out of funds legally available, and share pro-rata in any distributions to holders of Common Stock upon liquidation.

The holders of Common Stock will have no conversion, preemptive or other subscription rights. The Shares of Common Stock offered by this prospectus are be validly issued, fully paid and non-assessable. The Company has issued no options or warrants to any individual or entity.

Upon any liquidation, dissolution or winding-up of Journal, our assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of the common stock. The holders of the common stock have no right to require us to redeem or purchase their shares.

Preferred Stock

The Company does not have any authorized shares of Preferred Stock.

Voting Rights

Holders of the Company's Common Stock are entitled to one vote per Share for each Common Share held of record by Company shareholders.

No Cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. Even if he sells all of the shares offered by him under this prospectus, Don Calabria will directly or indirectly own an aggregate of 75.5% of our outstanding shares.

18
 
Dividend Policy

The Company does not currently intend to declare or pay any dividends on its Common Stock, except to the extent that such payment is consistent with the Company's overall financial condition and plans for growth. For the foreseeable future, the Company intends to retain excess future earnings, if any, to support development and growth of its business. Any future determination to declare and pay dividends will be at the discretion of the Company's Board of Directors and will be dependent on the Company's financial condition, results of operations, cash requirements, plans for expansion, legal limitations, contractual restrictions and other factors deemed relevant by the Board of Directors.

Transfer Agent

We will use XXXX XXXXX as our transfer agent.   Our Transfer Agent's address and phone number is _______________

Shares Eligible For Future Sale

The Securities of the Selling Shareholders offered hereby currently are "restricted securities" as that term is defined in SEC Rule 144 of the 1933 Securities Act ("Rule 144"), and may not be resold without registration under the Securities Act. Provided certain requirements are met, the Shares of Common Stock purchased hereunder may be resold pursuant to Rule 144 or may be resold pursuant to another exemption from the registration requirement. Upon the effectiveness of this offering such shares will no longer be governed by Rule 144 unless they fall under the Affiliate sales limitation rules. Any additional shares the Company would issue after this offering may fall under Rule 144 unless registered.

Generally, Rule 144 provides that a holder of restricted shares of an issuer which maintains certain available public information, where such shares are held 6 months or more, may sell in every three months the greater of: (a) an amount equal to one percent of the Company's outstanding shares; or (b) an amount equal to the average weekly volume of trading in such securities during the preceding four calendar weeks prior to the sale. Persons who are not affiliates of the Company may sell shares beneficially owned for at least one year at the time of the proposed sale without regard to volume restrictions. Lastly, there is no existing public or other market for the Shares, and there is no assurance that any such market will develop in the foreseeable future.

Indemnification

Under Nevada Law and our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

19

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management’s Discussion and Analysis contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in “Factors That May Affect Future Results and Financial Condition.”

OVERVIEW

We intend to have our common stock included in the Over the Counter Bulletin Board maintained by FINRA.  Management believes that obtaining a stock symbol will enable us to seek private funding to fulfill our obligations under the services agreement with GMVH.  The chart below sets forth management's best estimate of the costs of a typical project which we will fund under the services agreement.  No assurance is given that we will be able to engage in the particular project described below or that we will be able to raise capital on terms providing the necessary net proceeds to us:

Cost of Equipment for typical 1000 rooms installation

EQUIPMENT
 
QUANTITY
   
PRICE PER ITEM
   
TOTAL COST
 
Power Supply
    200     $ 20.00     $ 4,000.00  
Serpac Boxes
    200     $ 20.00     $ 4,000.00  
Modems
    200     $ 40.00     $ 8,000.00  
DSL Filters
    200     $ 5.00     $ 1,000.00  
POE
    200     $ 10.00     $ 2,000.00  
Power Cable
    200     $ 10.00     $ 2,000.00  
Misc. Supplies
    200     $ 20.00     $ 4,000.00  
Acces Point-LS2
    200     $ 180.00     $ 36,000.00  
Gateway
    16     $ 750.00     $ 12,000.00  
Switches
    2     $ 300.00     $ 600.00  
DSLAM-8
    6     $ 950.00     $ 5,700.00  
DSALM-24
    12     $ 1,600.00     $ 19,200.00  
Tent cards
    1000     $ 1.00     $ 1,000.00  
                         
TOTAL COST
                  $ 99,500.00  

T he foregoing are estimates both as to costs and quantities.  Differing site configurations may result in differing equipment requirements and the prices at which equipment is purchased will be subject to change.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through, loans and equity from our principal and a recently completed private placement. From time to time our major stockholder and chief executive officer advances funding to the Company for our working capital purpose. The advances from major stockholder and chief executive officer bear no interest and have no formal repayment terms. Our principal stockholder has orally indicated that he will advance up to $50,000 to us to fund our operations.  However, this oral indication is not a legally binding agreement and our major stockholder and chief executive officer has no contractual obligations to fund our operations and there is no assurance can be given that future funding to be available through advances or loans from or the sale of equity to from our major stockholder and chief executive officer.  . As of January 1, 2009, we had approximately no cash and we are dependent upon our ability to sell our securities in private placement transactions.

20
 
Off Balance Sheet Arrangements
 
None
 
Forward-Looking Statements
 
This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

INFLATION

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause interest rates, wages and other costs to increase which would adversely affect our results of operations unless event planning rates could be increased correspondingly. However, the effect of inflation has been minimal over the past two years.

SEASONALITY

While particular locations within the hospitality industry may be seasonal, we will endeavor to obtain a mix of locations with the result that out business should not be seasonal to any material extent.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION

Our future operating results and financial condition are dependent on our ability to successfully provide event planning services to meet dynamic customer demand patterns. Inherent in this process are a number of factors that we must successfully manage in order to achieve favorable future operating results and financial condition. Potential risks and uncertainties that could affect future operating results and financial condition include, without limitation, the factors discussed below.
 
21
 
OUR PROPOSD BUSINESS
 
GMV Wireless, Inc. (“GMVW”, “we”, “us” or the “Company”) was incorporated in Nevada in November 2008. We were organized to be a joint venturer with GMV Holdings, LLC, a California limited liability company (“GMVH”), owned by our president, Don Calabria, and engaged in the business of providing wireless internet services (“Wi-Fi”), primarily to the hospitality industry.  We have entered onto a services agreement with GMVH where we will be the preferred source of capital for its future projects and share in the cash flow therefrom.
 
SERVICES AND PRODUCTS

MARKET ANALYSIS

The Wi-Fi market in North America is expanding rapidly.  GMVH currently services approximately 15,000 rooms for the hospitality industry and operates or plans operations in the following market segments.

Market
 
Solution
Wireless ISP (Hospitality)
 
The Company provides wireless internet service on a fee-for-service basis to hospitality patrons. The service is complemented with an outsourced support function that allows the business to scale its support costs on a marginal basis.
Universities and Corporate Campuses
 
The solution can replace VPN lines with direct and secure wireless connections, which can provide always-on roaming capabilities around the campus, with Internet access-control managed at the classroom or office level. In addition, with the Companys access points the wireless connection can cover multiple campuses in the same city and allow individual end-users to stay connected while off campus.

The hospitality WISP market is a proven market with significant growth opportunity in the timeshare segment. GMVH provides a complete solution to its clients including hardware, installation, equipment support guest support services to ensure that its customers networks run as smoothly as possible.  GMVH use products that were designed for use in the university markets and are now deployed in thousands of rooms in a wide range of hotels/resort, apartment
communities and college/university campuses around the United States. GMVH’s equipment is designed to provide deep penetration in variety of RF environments that are difficult to service while delivering significant improvements to the speed and performance of the network.

 
22
 

Because of the quality of the equipment, GMVH has been able to limit the number of base stations (aka access points) required to be deployed at the location.  Base stations can be strategically and discretely located throughout the property thereby avoiding unnecessary disruptions to the guests or end users. GMVH believes that its Wi-Fi equipment is designed to  receive transmissions from low powered, weak WiFi sources (like Intel’s Centrino devices). Embedded software in GMVH's base stations allows GMVH to constantly monitor equipments performance, status and up times. GMVH intends to bid on numerous installations over the next six months totaling 25,000 rooms. GMVH expects to be able to leverage its existing operations to accumulate additional service contracts in these segments. Neither the Company nor GMVH will manufacture any of the equipment involved in the above but will rely on components available from a variety of manufacturers at competitive prices.

As set forth elsewhere herein, we believe that the typical project of 1,000 rooms will require an approximately $100,000 capital investment.  Based on our current understanding that a $12.95 charge may be collected from each room per month, gross revenues from the typical project should be approximately $12,950 per month and our share of those revenues should be approximately $10,360.   This would represent an approximately 124% per annum return on our $100,000 investment.  The foregoing costs and revenue numbers are approximations based on typical installations under current conditions and could be affected by changes in costs of installation, particular aspects of the installation, varying labor costs, and competitive pressures on charges that GMVH can impose.
 
PRINCIPAL CUSTOMERS
 
We operate under a Services Agreement, dated December 1, 2008 with GMVH the “Services Agreement”) Under the Services Agreement we are the preferred capital source for any GMVH project.  If the project is completed and we have provided the capital, we are entitled to 80% of the gross profit from the project for its useful life.  We currently have no customer other than GMVH.  While either party may cancel the Services Agreement at any time, no cancellation will limit our entitlement to fees from a project.
 
RESEARCH AND DEVELOPMENT

We do not expend any amount for research and development.

REGULATION

While manufacturers of wireless equipment are subject to various governmental regulations, we do not believe our business will be subject to government regulation other than local requirements to obtain a general business license.

EMPLOYEES

We presently do not have and do not anticipate having any employees during the next twelve months.

 
23
 

OUR OFFICES
 
We presently utilize limited space within the offices of Donald J. Calabria, Sr. & Chad A. Calabria without charge.  Our proposed activities make it unlikely that we will require separate offices.

EXECUTIVE COMPENSATION
 
SUMMARY COMPENSATION TABLE
 
The following table sets forth the cash and non-cash annual remuneration of the highest paid person who is officers and directors as a group during our last fiscal year:
 
Name of
individual or
identity of
group
 
Capacities in
which
remuneration
was received
 
Salary
 
Bonus
   
Stock
Awards
   
All Other
Compensation
   
Aggregate
remuneration
 
Don Calabria
 
Chairman, President and CEO
      $ 0     $ 0     $ 0     $ 0  
 
The Company has not paid any compensation to any officer or director and does not intend to do so until such time as its capital resources are sufficient in the judgment of its Board of Directors.  Don Calabria receives no cash or other compensation from the Company.
 
No compensation to Directors.

No director has received any cash or other compensation for serving as a director and we do not plan to pay any cash or other compensation to any person for serving as a director.
 
LEGAL MATTERS
 
The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Frank J. Hariton, Esq., 1065 Dobbs Ferry Road, White Plains, New York 10607. Frank J. Hariton, Esq. Owns 22,500 shares of our common stock.
 
EXPERTS
 
The financial statements of GMV Holdings, Inc. as of December 31, 2008 included in this prospectus have been audited by Moore & Associates, PC, an independent registered public accounting firm, and have been so included in reliance upon the report of Moore & Associates, PC, given on the authority of such firm as experts in accounting and auditing.

 
24
 

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1, including exhibits, schedules and amendments, under the Securities Act with respect to the shares of common stock to be sold in this offering. This prospectus does not contain all the information included in the registration statement. For further information about us and the shares of our common stock to be sold in this offering, please refer to this registration statement.

As of the date of this prospectus, we became subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Accordingly, we will file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference room at 100 F Street, N. E., Washington, D.C. 20549. You should call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings will also be available to the public at the SEC's web site at "http:/www.sec.gov."
 
You may request, and we will voluntarily provide, a copy of our filings, including our annual report which will contain audited financial statements, at no cost to you, by writing or telephoning us at the following address:
 
GMV Wireless, Inc.

16133 Ventura Blvd #215
Encino, CA 91436

 
25
 

TABLE OF CONTENTS
 
PROSPECTUS SUMMARY
 
SUMMARY FINANCIAL DATA
3
RISK FACTORS
4
USE OF PROCEEDS
11
SELLING STOCKHOLDERS
11
DETERMINATION OF OFFERING PRICE
13
DIVIDEND POLICY
13
PLAN OF DISTRUBTION
13
STATE SECURITIES – BLUE SKY LAWS
15
LIMITATIONS IMPOSED BY REGULATION M
16
LEGAL PORCEEDINGS
16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
16
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
17
DESCRIPTION OF CAPITAL STOCK
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
20
NOTE REGARDING FORWARD-LOOKING STATEMENTS
21
INFLATION
21 
OUR BUSINESS
3 
EXCUTIVE COMPENSATION
24
LEGAL MATTERS
24
EXPERTS
24
WHERE YOU CAN FIND MORE INFORMATION
25
AUDITED FINANCIAL STATEMENTS
26
   
INDEX TO FINANCIAL STATEMENTS
 
 
Dealer Prospectus Delivery Obligation
 
Until _____________ (90 days after the date of this prospectus) , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
The selling stockholders are offering and selling shares of our common stock only to those persons and in those jurisdictions where these offers and sales are permitted.
 
You should rely only on the information contained in this prospectus, as amended and supplemented from time to time. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus is complete and accurate only as of the date of the front cover regardless of the time of delivery or of any sale of shares. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has not been a change in our affairs since the date hereof.

 
26
 

This prospectus has been prepared based on information provided by us and by other sources that we believe are reliable. This prospectus summarizes information and documents in a manner we believe to be accurate, but we refer you to the actual documents or the agreements we entered into for additional information of what we discuss in this prospectus.

 
27
 
 
GMV Wireless, Inc.
(A Development Stage Company)

Balance Sheet
(Audited)

   
December 31,
 
   
2008
 
       
ASSETS
     
       
Current Assets
     
Cash
  $ -  
         
Total Assets
  $ -  
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
         
Liabilities
       
Accounts Payable
       
Loan Payble Officer
  $ 2,985  
         
Total Liabilities
    2,985  
         
Stockholders' Equity
       
         
Common Stock, authorized 75,000,000 shares, par value $0.001, issued and outstanding on December 31, 2008 is 1,350,000
    1,350  
         
Paid in Capital
    -  
         
Subscriptions Receivable
    (23 )
         
Deficit Accumulated During the Development Stage
    (4,312 )
         
Total Stockholders' Equity
    (2,985 )
         
Total Liabilities and Stockholders' Equity
  $ -  

The accompanying notes are an integral part of this statement

 
F-1
 

GMV Wireless, Inc.
(A Development Stage Company)

Statement of Operations
(Audited)
from inception November 3, 2008 through December 31, 2008

   
Year Ended
 
   
December 31
 
   
2008
 
       
Revenue
  $ -  
         
Expenses
       
General and Administrative
    485  
Professional Fees
    2,500  
Consulting Fees
    1,327  
         
Total Expenses
    4,312  
         
Net (Loss)
  $ (4,312 )
         
Basic and Diluted (Loss) per Share
   
a 
 
         
Weighted Average Number of Shares
    1,327,881  

a = Less than ($0.01) per share

The accompanying notes are an integral part of this statement

 
F-2
 

GMV Wireless, Inc.
(A Development Stage Company)

Statement of Stockholders' Equity
(Audited)
from inception November 3, 2008 through December 31, 2008

   
Price
   
Common Stock
   
Paid in
   
Subscriptions
   
Accumulated
Deficit during
Development
   
Total
 
   
Per Share
   
Shares
   
Amount
   
Capital
   
Receivable
   
Stage
   
Equity
 
                                           
Balance, November 3, 2008 (inception)
          -     $ -     $ -     $ -     $ -     $ -  
                                                       
Common Shares issued to founders for cash November 3, 2008
  $ 0.001       1,327,500       1,327       -                       1,327  
Common Shares issued for cash in private placement December 31, 2008
  $ 0.001       22,500       23               (23 )                
                                                         
Net (Loss)
                                            (4,312 )     (4,312 )
                                                         
Balance, December 31, 2008
            1,350,000       1,350       -       (23 )     (4,312 )     (2,985 )

The accompanying notes are an integral part of this statement

 
F-3
 

GMV Wireless, Inc.
(A Development Stage Company)

Statement of Cash Flows
(Audited)
from inception November 3, 2008 through December 31, 2008

   
Period
 
   
Ended
 
   
December 31,
 
   
2008
 
Operating Activities
     
       
Net (Loss)
  $ (4,312 )
Increase in Accounts Payable
       
Decrease in Accounts Payable
       
Increase in Loans Payable
  $ 2,985  
         
Net Cash (Used) by Operating Activities
    (1,327 )
         
Financing Activities
       
Subscriptions Receivable
    (23 )
Proceeds from sale of Common Stock
    1,350  
         
Cash Provided by Financing Activities
    1,327  
         
Net Increase in Cash
    -  
         
Cash, Beginning of Period
    -  
         
Cash, End of Period
  $ -  
         
         
Supplemental Information:
       
Interest Paid
  $ -  
Income Taxes Paid
  $ -  

The accompanying notes are an integral part of this statement

 
F-4
 
GMV Wireless, Inc.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(December 31, 2008)

NOTE 1.           GENERAL ORGANIZATION AND BUSINESS

GMV Wireless, Inc, (A Development Stage Company) was incorporated on November 3, 2008 under the laws of the State of Nevada.  It has no operations and in accordance with SFAS #7 is considered to be in the development stage.

NOTE  2.          SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

Concentrations of Risks

Cash Balances

The Company maintains is cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC).  This government corporation insured balances up to $100,000 through October 13, 2008.  As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account.  This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009.  On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor.  Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.

 
F-5
 

Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2008.

Use of Estimates

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive.  The Company has not issued any potentially dilutive common shares.

Revenue and Cost Recognition

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 
F-6
 

NOTE 3.           INCOME TAXES:

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes . SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.  Accordingly, a valuation allowance equal to the deferred tax asset has been recorded.  The total deferred tax asset is $948, which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $4,312.  The total valuation allowance is a comparable $948.  Details are as follows:

Year Ended December 31
 
2008
 
Deferred Tax Asset
    948  
Valuation Allowance
    (948 )
Current Taxes Payable
    0.00  
Income Tax Expense
  $ 0.00  

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.
Year
 
Amount
 
Expiration
2008
  $ 4,312  
2028
Total NOL
  $ 4,312    

The Company has filed no income tax returns since inception.

NOTE 4.           STOCKHOLDERS’ EQUITY

Common Stock

On November 3, 2008, the Company issued 1,327,500 pre-split shares of its $0.001 par value common stock for $7,000 cash to the founders of the Company.

On December 31, 2008, the Company completed an unregistered private offering under the Securities Act of 1933, as amended.  Relying upon the exemption from registration afforded by sections 4(2) and 3(b) and regulation D promulgated there under.  The Company sold 22,500 shares of its $0.001 par value common stock at a price of $0.001 per share for $23 cash.

 
F-7
 

NOTE 5.           RELATED PARTY TRANSACTIONS

The Company’s sole customer is GMV Holding, Inc. which is owned by a majority shareholder of GMV Wireless, Inc.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.  They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE  6.           GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the company will continue as a going concern.  As discussed in the notes to the financial statements, the Company has no established source of revenue.  This raises substantial doubt about the Company’s ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.
 
The Company’s activities to date have been supported by debt financing.  It has sustained losses in all previous reporting periods with an inception to date loss of $4,312 as of December 31, 2008.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.  In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders. 
 
NOTE  7.           THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
 
Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.

SFAS NO. 157 Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning May 1, 2008.

 
F-8
 

SFAS NO. 158 Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R))

This statement improves the financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liabilities in its statement of financial positions and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity.  This statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions.

SFAS NO. 159 The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115

This statement permits entities to choose to measure many financial instruments and certain items at fair value.  The objective is to improve the financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This statement is expected to expand the use of fair value measurement objectives for accounting for financial instruments.  This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.

SFAS No. 160 Non-controlling Interest in Consolidated Financial Statements-an amendment of ARB No. 51

This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.    It also changes the way the consolidated income statement is presented for non-controlling interest. This statement improves comparability by eliminating diversity of methods.  This statement also requires expanded disclosure.

SFAS No. 161

This statement is intended to enhance the disclosure requirements for derivative instruments and hedging activities as required by SFAS 133.

SFAS 162

This statement identifies the sources of accounting principles and the framework for selecting the principles to by used in the preparation of financial statements for entities that are presented in conformity with generally accepted accounting principles in the United States, (the GAAP hierarchy).

 
F-9
 

SFAS No. 163

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

The FASB has replaced SFAS No. 141 with a new statement on Business Combinations that changes the way that minority interest is recorded and modified as a parent’s interest in a subsidiary changes.

FIN No. 48

In June 2006, the FASB issued Interpretation No. 48 (“FIN No. 48”), Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. The Interpretation provides a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. FIN No. 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN No. 48 is effective for us beginning July 1, 2007.

In June 2006, the FASB ratified the Emerging Issues Task Force (“EITF”) consensus on EITF Issue No. 06-2, “Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43.” EITF Issue No. 06-2 requires companies to accrue the costs of compensated absences under a sabbatical or similar benefit arrangement over the requisite service period. EITF Issue No. 06-2 is effective for us beginning July 1, 2007. The cumulative effect of the application of this consensus on prior period results should be recognized through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. Elective retrospective application is also permitted.

Staff Accounting Bulletin (“SAB”) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements. SAB No. 108 requires companies to quantify misstatements using both a balance sheet (iron curtain) and an income statement (rollover) approach to evaluate whether either approach results in an error that is material in light of relevant quantitative and qualitative factors, and provides for a one-time cumulative effect transition adjustment. SAB No. 108.

 
F-10
 

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.
 
F-11

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.         Other Expenses of Issuance and Distribution
 
The following table sets forth costs and expenses payable by Velvet Rope Special Events in connection with the sale of common shares being registered. All amounts except the SEC filing fee are estimates.
 
SEC registration fee
  $ 1  
Accounting fees and expenses
    3500  
Legal fees and expenses
    15000  
Miscellaneous
    99  
         
Total
  $ 18,600  
 
The foregoing are estimates only.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS .
 
Our By Laws provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable to us or our stockholders for damages for breach of such director’s or officer’s fiduciary duty. The effect of this provision of our certificate of incorporation is to eliminate the right of us and our stockholders (through stockholders’ derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior, except under certain situations defined by statute. We believe that the indemnification provisions in our certificate of incorporation are necessary to attract and retain qualified persons as directors and officers.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suite or proceeding) is asserted by such director officer or controlling person in connection with the securities being registered, we willfulness in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 
II-1
 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
were issued to our founders as follows: (1) Don Calabria 510,000 shares; (2) Alan Collier 105,000 shares; (3) Michael Dimento 37,500 shares; (4) C2 Capital, LLC (a company controlled by Mr. Calabria); 675,000 shares; (5) and (6) Frank J. Hariton Esq., Company counsel, 37,500 shares. Such shares were issued for their par value of $0.001 per share.. The aggregate consideration we received was $1,350.  All of such transactions with the Company’s founders were exempt from registration by reason of Section 4(2) of the Securities Act of 1933, as amended (the “Act”) as transactions by an issuer not involving any public offering. All of the shares issued in such transactions bear an appropriate restrictive legend.
 
During January to March 2009, 50,000 shares of the Company’s common stock were issued to 10 investors for $5,000 or $0.10 per share. These shares were issued in a private offering pursuant to Regulation D under the Act, and each of the investors therein represented in writing that such investor was an accredited investor as that term is defined in Regulation D and that he was acquiring the shares for his own account and for investment. A copy of such subscription agreement is filed as Exhibit 4.1 to the registration statement of which this prospectus is a part. No underwriter or placement agent participated in the foregoing transactions, and no underwriting discounts or commissions were paid, nor was any general solicitation or general advertising conducted. The securities bear a restrictive legend and stop transfer instructions are noted on our stock transfer records. The offering was, accordingly, exempt by reason of Section 4(6) of the Act.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
The following exhibits are filed with this Registration Statement on Form S-1.
 
Exhibit No.
 
Description
3.1
 
Certificate of Incorporation
3.2
 
Bylaws
4.1
 
Form of Subscription Agreement
4.2
 
Specimen Stock Certificate*
5.1
 
Opinion of Frank J Hariton
10.1
 
Services Agreement between the Company and GMV Holdings, LLC, dated as of December 1, 2008
23.1
 
Consent of Moore and Associates, PC
23.2
 
Consent of Frank J. Hariton (included in Exhibit 5.1)
* To be filed by amendment.

UNDERTAKINGS
 
We hereby undertake to:
 
1.  File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
 
(i) Include any prospectus required by section 10(a) (3) of the Securities Act; and

 
II-2
 
 
(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) Include any additional or changed material information on the plan of distribution.
 
2.  For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
 
3.  File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
 
4.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
 
In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
5.           The undersigned registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) To include any prospectus required by section 10(a) (3) of the Securities Act of 1933;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20–F (17 CFR 249.220f)” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a) (3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a) (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F–3 (§239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or §210.3–19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F–3.
 
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
 
(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):
 
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 
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(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
 
(ii) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
 
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 
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(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on our behalf by the undersigned, in the City of Los Angeles, State of California, on March 24, 2009
 
GMV Wireless, Inc.,
By: /s/ Don Calabria
Name: Don Calabria
Title: Chairman, CEO (Principal
Executive, Financial and Accounting Officer)

POWER OF ATTORNEY
 
Know all men by these presents, that each person whose signature appears below constitutes and appoints, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his place and stead, in any and all capacities, to sign any and all further amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
 
Person
 
Capacity
 
Date
         
 
 Don Calabria
 
 
Chairman, Chief Executive Officer and a Director (Principal Executive, Financial, and Accounting Officer)
 
 
3/24/2009
 
 
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Exhibit 3.1

Articles of Incorporation
(Pursuant to NRS Chapter 78)

1.
Name of Corporation: GMV WIRELESS, INC.
     
2.
Registered Agent for Service of Process: Commercial Registered Agent: Resident Agency National Incorporated
         
 
377 S Nevada Street                Carson City
Nevada 89703-4290     
 
Street Address      City
Zip Code
   
 
N/A
N/A
N/A
 
 
Mailing Address (if different from street address)
City
Zip Code
 
3.      
Authorized Stock (number of shares corporation is authorized to issue:
 
Number of shares with par value: 75,000,000 Par value per share: $.001 Number of shares without par value: 0
         
4.
Names and addresses of Board of Directors/Trustees (each Director/Trustee must be a natural person at least 18 years of age: attache additional page is more than two directors/trustees)
         
 
1) Donald Calabria
     
 
            377 Nevada Street                                                            Carson City
 
NV
89703-4290
 
            Street Address     City
State
Zip Code
 
 
2)
     
 
            Street Address     City
State
Zip Code
 
5.
Purpose (optional; see instructions): The purpose of the corporation shall be:____________
6.
Name, Address and Signature of Incorporator:
     
 
Donald Calabira                                              /s/ Donald Calabria
 
 
Name                                                                Incorporator Signature
 
 
377 Nevada Street     Carson City
        NV
89703-4290
 
 
Street Address                 City
State
Zip Code
 
         
7.
Certificate of Acceptance of Registered Agent:
 
I hereby accept appointment as Registered Agent for the above named Entity
         
 
/s/        Catherine A Mead
 
11/03/08
 
 
Authorized Signature of Registered Agent
 
Date
 

 
 
 
 EXHIBIT 3.2

BYLAWS FOR THE REGULATION OF

GMV WIRELESS, INC.
a Nevada corporation
(the "Corporation")

ARTICLE 1
Offices

Section 1.01 — Principal And Registered Office.

     The principal and registered office for the transaction of the business of the Corporation is hereby fixed and located at 377 S Nevada Street, Carson City, Nevada 89703-4290 The Corporation's administrative offices shall be located at any place within the state of Nevada or elsewhere as determined by the Board of Directors. The Corporation may have such other offices, within any state of the United States, as the Corporation's board of directors (the “Board”) may designate or as the business of the Corporation may require from time to time.

Section 1.02 — Other Offices.

     Branch or subordinate offices may at any time be established by the Board at any place or places where the Corporation is qualified to do business.

ARTICLE 2
Meetings of Shareholders

Section 2.01 — Meeting Place.

     All annual meetings of shareholders and all other meetings of shareholders shall be held at the administrative office or at any other place within or without the State of Nevada which may be designated by the Board.

Section 2.02 — Annual Meetings.

     A. The annual meetings of shareholders shall be held on the first Tuesday of December of each year, at the hour of 2:00 p.m., commencing with the year 2009, provided, however, that should the day of the annual meeting fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next business day thereafter which is not a legal holiday.

 
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     B. Written notice of each annual meeting signed by the president or the secretary, or by such other person or persons as the Board may designate, shall be given to each shareholder entitled to vote thereat, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been given to him if sent by mail or other means of written communication addressed to the place where the principal office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto, or published, not less than ten (10) nor more than sixty (60) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall also state the purpose or purposes for which the meeting is called.

     C. Failure to hold the annual meeting shall not constitute dissolution or forfeiture of the Corporation, and a special meeting of the shareholders may take the place thereof.

Section 2.03 — Special Meetings.

     Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the Board, or by one or more shareholders holding not less that 20% of the voting power of the Corporation. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the purpose or purposes for which the meeting is called.

Section 2.04 — Adjourned Meetings And Notice Thereof.

     A. Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting.

     B. When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 2.05 — Entry Of Notice.

     Whenever any shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such shareholder, as required by law and these bylaws.
 
 
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Section 2.06 — Voting.

     At all annual and special meetings of shareholders, each shareholder entitled to vote thereat shall have one vote for each share of stock so held and represented at such meetings, either in person or by written proxy, unless the Corporation's articles of incorporation ("Articles") provide otherwise, in which event, the voting rights, powers and privileges prescribed in the Articles shall prevail. Voting for directors and, upon demand of any shareholder, upon any question at any meeting, shall be by ballot. If a quorum is present at a meeting of the shareholders, the vote of a majority of the shares represented at such meeting shall be sufficient to bind the Corporation, unless otherwise provided by law or the Articles.

Section 2.07 — Quorum.

     The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.08 — Consent Of Absentees.

     The transactions of any meeting of shareholders, either annual or special, however called and notice given thereof, shall be as valid as though done at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before of after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written Waiver of Notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of such meeting.

Section 2.09 — Proxies.

     Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the Corporation; provided however, that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

Section 2.10 — Shareholder Action Without A Meeting.

     Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent thereto is signed by shareholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by this written consent need a meeting of shareholders be called or notice given. The written consent must be filed with the proceedings of the shareholders.

 
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ARTICLE 3
Board of Directors

Section 3.01 — Powers.

     Subject to the limitations of the Articles, these bylaws, and the provisions of Nevada corporate law as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

A. To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as are not inconsistent with law, with the Articles, or these bylaws, fix their compensation, and require from them security for faithful service.

B. To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, the Articles, or these bylaws, as they may deem best.

C. To change the principal office for the transaction of the business if such change becomes necessary or useful; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Nevada, as provided in Section 1.02 of Article 1 hereof; to designate any place within or without the State of Nevada for the holding of any shareholders' meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

D. To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital.

E. To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefore.

F. To appoint an executive committee and other committees and to delegate to the executive committee any of the powers and authority of the Board in management of the business and affairs of the Corporation, except the power to declare dividends and to adopt, amend or repeal bylaws. The executive committee shall be composed of one or more directors.

 
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Section 3.02 — Number And Qualification Of Directors.

     The authorized number of directors of the Corporation shall be a minimum of 1 and a maximum of 7 or such other number as may be required by law. The Board of Directors shall set the number of directors.

Section 3.03 — Election And Term Of Office.

     The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders. All directors shall hold office until their respective successors are elected.

Section 3.04 — Vacancies.

     A. Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected or appointed shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

     B. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

     C. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

     D. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

ARTICLE 4
Meetings of the Board of Directors

Section 4.01 — Place Of Meetings.

     Regular meetings of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board may be held either at a place so designated, or at the principal office. Failure to hold an annual meeting of the Board shall not constitute forfeiture or dissolution of the Corporation.

Section 4.02 — Organization Meeting.

     Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.

 
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Section 4.03 — Other Regular Meetings.

Other regular meetings of the Board shall be held as determined by the Board.

Section 4.04 — Special Meetings.

     A. Special meetings of the Board may be called at any time for any purpose or purposes by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two directors.

     B. Written notice of the time and place of special meetings shall be delivered personally to each director or sent to each director by overnight delivery services, facsimile or telegraph, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is not shown upon such records or is not readily ascertainable, at the place in which the regular meetings of the directors are normally held. No such notice is valid unless delivered to the director to whom it was addressed at least twenty-four (24) hours prior to the time of the holding of the meeting. In the case of overnight delivery, telecopying or telegraphing, delivery shall be deemed to be completed upon receipt of the notice at the address (or facsimile number) provided in the records of the Corporation for such member.

Section 4.05 — Notice Of Adjournment.

     Notice of the time and place of holding an adjourned meeting need not be given to absent directors, if the time and place be fixed at the meeting adjourned.

Section 4.06 — Waiver Of Notice.

     The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present sign a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.07 — Quorum.

     If the Corporation has only one director, then the presence of that one director constitutes a quorum. If the Corporation has only two directors, then the presence of both such directors is necessary to constitute a quorum. If the Corporation has three or more directors, then a majority of those directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. A director may be present at a meeting either in person or by telephone. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles.

 
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Section 4.08 — Adjournment.

     A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn such meeting only until the time fixed for the next regular meeting of the Board.

Section 4.09 — Fees And Compensation.

     Directors shall not receive any stated salary for their services as directors, but by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed for attendance at each meeting. Nothing stated herein shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore.

Section 4.10 — Action Without A Meeting.

     Any action required or permitted to be taken at a meeting of the Board, or a committee thereof, may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee. The written consent must be filed with the proceedings of the Board or committee.

ARTICLE 5
Officers

Section 5.01 — Executive Officers.

     The executive officers of the Corporation shall be a president, a secretary, and a treasurer or such other offices as may be designated. The Corporation may also have, at the direction of the Board, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.03 of this Article. Officers other than the president and the chairman of the board need not be directors. Any one person may hold two or more offices, unless otherwise prohibited by the Articles or by law.

Section 5.02 — Appointment.

     The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.03 and 5.05 of this Article, shall be appointed annually by the Board, and each shall hold his office until he resigns or is removed or otherwise disqualified to serve, or his successor is appointed and qualified.

 
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Section 5.03 — Subordinate Officers, Etc.

     The Board may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

Section 5.04 — Removal And Resignation.

     A. Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board.

     B. Any officer may resign at any time by giving written notice to the Board or to the president or secretary. Any such resignation shall take effect on the date such notice is received or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05 — Vacancies.

     A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.

Section 5.06 — Chairman of the Board.

     The Chairman of the Board, if there be such an officer, shall, if present, preside at all meetings of the Board, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board or prescribed by these bylaws.

Section 5.07 — President.

     Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board (if there be such an officer), the president shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the shareholders and, at all meetings of the Board. He shall be an ex-officio member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or these bylaws.

Section 5.08 — Vice President.

     In the absence or disability of the president, the vice presidents, in order of their rank as fixed by the Board, or if not ranked, the vice president designated by the Board, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or these bylaws.

 
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Section 5.09 — Secretary.

     A. The secretary shall keep, or cause to be kept, at the principal office or such other place as the Board may direct, a book of (i) minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present and absent at directors' meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof; and (ii) any waivers, consents, or approvals authorized to be given by law or these bylaws.

     B. The secretary shall keep, or cause to be kept, at the principal office, a share register, or a duplicate share register, showing (i) the name of each shareholder and his or her address; (ii) the number and class or classes of shares held by each, and the number and date of certificates issued for the same; and (iii) the number and date of cancellation of every certificate surrendered for cancellation.

Section 5.10 — Treasurer

     A. The treasurer officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account. The books of account shall at all times be open to inspection by any director.

     B. The treasurer officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.

ARTICLE 6
Miscellaneous

Section 6.01 -  Record Date and Closing Stock Books.

     The Board may fix a time in the future, not exceeding ten (10) days preceding the date of any meeting of shareholders, and not exceeding thirty (30) days preceding the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as herein set forth. The Board may close the books of the Corporation against transfers of shares during the whole, or any part, of any such period.

 
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Section 6.02 - Inspection of Corporate Records.

     The share register or duplicate share register, the books of account, and records of proceedings of the shareholders and directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder or as the holder of a voting trust certificate, and shall be exhibited at any time when required by the demand of ten percent (10%) of the shares represented at any shareholders' meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a shareholders' meeting shall be made in writing upon the president, secretary, or assistant secretary, and shall state the reason for which inspection is requested.

Section 6.03 - Checks, Drafts, Etc.

     All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board.

 
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Section 6.04 - Annual Report.

     The Board shall cause to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year an annual report.

Section 6.05 - Contracts, Etc., How Executed.

     The Board, except as otherwise provided in these bylaws, may authorize any officer, officers, agent, or agents, to enter into any contract, deed or lease, or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or for any amount.

Section 6.06 - Certificates of Stock.

     A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the president and the secretary or be authenticated by facsimiles of the signature of the president and secretary or by a facsimile of the signatures of the president and the written signature of the secretary. Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk.

Section 6.07 — Representations of Shares of Other Corporations.

     The president and the secretary of this Corporation are authorized to vote, represent, and exercise on behalf of this Corporation, all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation or companies may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

Section 6.08 - Inspection of Bylaws.

     The Corporation shall keep in its principal office for the transaction of business the original or a copy of these bylaws, as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 6.10 - Indemnification.

     The Corporation shall indemnify its officers and directors for any liability including reasonable costs of defense arising out of any act or omission of any officer or director on behalf of the Corporation to the full extent allowed by the laws of the State of Nevada and any amendment to Nevada Law, whether effected by Act or judicial decision or otherwise, which allows for further indemnification of officers or directors after the date hereof shall be automatically adopted by the Corporation without further act.

 
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ARTICLE 7
Amendments

Section 7.01 — Power of Shareholders.

     New bylaws may be adopted, or these bylaws may be amended or repealed, by the affirmative vote of the shareholders collectively having a majority of the voting power or by the written assent of such shareholders.

Section 7.02 — Power of Directors.

     Subject to the rights of the shareholders as provided in Section 7.01 of this Article, bylaws other than a bylaw, or amendment thereof, changing the authorized number of directors, may also be adopted, amended, or repealed by the Board.

Accepted and Adopted by the Board of Directors on the 10th day of November, 2008.

By:    Donald Calabria
      Donald Calabria, President

 
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FRANK J. HARITON, ATTORNEY AT LAW
 
1065 Dobbs Ferry Road, White Plains, New York 10607
TEL (914) 674-4373
 FAX (914) 693-2963
 
March 24, 2009
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
 
       GMV Wireless, Inc. - Registration Statement on Form S-1
       ------------------------------------------------------------------
 
Gentlemen:
 
         I have been requested by GMV Wireless, Inc., a Nevada corporation (the "Company"), to furnish you with my opinion as to the matters hereinafter set forth in connection with the above-captioned registration statement (the "Registration Statement") covering an aggregate of 240,000 shares (the "Shares") of the Company's common stock, offered on behalf of certain selling stockholders.
 
         In connection with this opinion, I have examined the Registration Statement and the Company's Certificate of Incorporation and By-laws (each as amended to date), copies of the records of corporate proceedings of the Company, and such other documents as I have deemed necessary to enable me to render the opinion hereinafter expressed.
 
         Based upon and subject to the foregoing, I am of the opinion that the Shares have been legally issued and are fully paid and non-assessable.
 
         I render no opinion as to the laws of any jurisdiction other than the States of New York and Nevada and the Laws of the United States of America. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption "Legal Matters" in the Registration Statement and in the Prospectus included in the Registration Statement. I confirm that, as of the date hereof, I own 22,500 shares of the Company’s common stock which are included in the Prospectus and no other securities of the Company.
 
 Very truly yours,
 /s/ FRANK J. HARITON
-----------------------------------------
 Frank J. Hariton



EXHIBIT 23.1

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form S-I, of GMV Wireless, Inc., of our report dated February II, 2009 on our audit of the financial statements of GMV Wireless, Inc. as of December 31,2008, and the related statements of operations, stockholders' equity and cash flows from inception November 3,2008 through December 31, 2008, and the reference to us under the caption "Experts."

/s/ Moore and Associates

Moore & Associates Chartered
Las Vegas, Nevada
March 16,2009