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<table height="1" cellSpacing="0" cellPadding="0" width="100%" border="0">
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    <td width="100%" colSpan="2" height="1"><p class="MsoNormal" style="TEXT-ALIGN: center"
    align="center"><font size="4"><b>UNITED STATES</b></font></td>
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    <td width="100%" colSpan="2" height="1"><p class="MsoNormal" style="TEXT-ALIGN: center"
    align="center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
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    <td width="100%" colSpan="2" height="1"></td>
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    <td width="100%" colSpan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
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  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
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  <tr>
    <td width="100%" colSpan="2" height="1"><p align="center"><font face="Times New Roman"
    size="3">Registration Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="1"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">on Form S-8</font></td>
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    <td width="100%" colSpan="2" height="1"><font face="Times New Roman" size="3"><p
    align="center"></font><font size="3">Under the Securities Act of 1933</font></td>
  </tr>
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    <td width="100%" colSpan="2" height="25">&nbsp; </td>
  </tr>
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    <td width="100%" colSpan="2" height="1"><p align="center"><font size="3"><strong><u>CALYPSO
    WIRELESS INC.</u></strong></font></td>
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    <td width="100%" colSpan="2" height="1"><p align="center"><font size="1">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
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    <td width="50%" height="1"><p align="center"><font size="2"><u>Delaware</u></font></td>
    <td width="50%" height="1"><p align="center"><font size="2"><u>13-5671924</u></font></td>
  </tr>
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    <td width="50%" height="1"><p align="center"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
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    <td align="middle" width="50%" height="1"><p align="center"><font size="2"><u>5753 N.W.
    158th Street, Miami, FL</u></font></td>
    <td width="50%" height="1"><p align="center"><font size="2"><u>33014</u></font></td>
  </tr>
  <tr>
    <td align="middle" width="50%" height="1"><p align="center"><font size="1">(Address of
    Principal Executive Offices)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="1"><font size="2"><u>2006 Employee
    Benefit Plan, as amended</u></font></td>
  </tr>
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    <td align="center" width="100%" colSpan="2" height="1"><font size="1">(Full title of the
    plan)</font></td>
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    <td align="middle" width="100%" colSpan="2" height="25"></td>
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    <td align="center" width="100%" colSpan="2" height="1"><font size="2"><u>David Davila,
    5753 N.W. 158th Street, Miami, FL 33014 (305) 828-3418</u></font></td>
  </tr>
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    <td align="center" width="100%" colSpan="2" height="1"><font size="1">(Name, address and
    telephone number of agent for service)</font></td>
  </tr>
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    <td align="middle" width="100%" colSpan="2" height="25"></td>
  </tr>
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    <td width="100%" colSpan="2" height="1"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Plan:</u></font></td>
  </tr>
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    <td width="100%" colSpan="2" height="1"><p class="MsoNormal" style="TEXT-ALIGN: center"
    align="center"><font size="1">As soon as practicable after this Registration Statement
    becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="1"><font size="2">Total Number of
    Pages: 4</font></td>
  </tr>
  <tr>
    <td align="center" width="100%" colSpan="2" height="1"><font size="1">Exhibit Index begins
    on sequentially numbered page: 3</font></td>
  </tr>
</table>

<p align="center"><font size="2">Calculation of Registration Fee</font></p>

<table height="56" cellSpacing="0" width="100%" border="0">
  <tr>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    width="26%" height="2"><font size="1">Title of Securities to be Registered</font></td>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="middle" width="15%" height="2"><p align="center"><font size="1">Amount to be
    Registered</font></td>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="middle" width="23%" height="2"><p align="center"><font size="1">Proposed Maximum
    Offering Price per Share</font></td>
    <td style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="middle" width="22%" height="2"><p align="center"><font size="1">Proposed Maximum
    Aggregate Offering Price</font></td>
    <td
    style="BORDER-RIGHT: rgb(0,0,0) 1px solid; BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid"
    align="middle" width="14%" height="20"><font size="1">Amount of Registration Fee</font></td>
  </tr>
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    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    width="26%" height="2"><font size="1">Common Stock par value $.001</font></td>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="middle" width="15%" height="2"><p align="center"><font size="1">120,000(1)</font></td>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="middle" width="23%" height="2"><p align="center"><font size="1">$0.20(2)</font></td>
    <td
    style="BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="middle" width="22%" height="2"><p align="center"><font size="1">$24,000</font></td>
    <td
    style="BORDER-RIGHT: rgb(0,0,0) 1px solid; BORDER-TOP: rgb(0,0,0) 1px solid; BORDER-LEFT: rgb(0,0,0) 1px solid; BORDER-BOTTOM: rgb(0,0,0) 1px solid"
    align="middle" width="14%" height="2"><p align="center"><font color="#000000" size="1">$2.57</font></td>
  </tr>
  <tr>
    <td width="100%" colSpan="5" height="1"><font size="1">(1) Securities being registered
    consist of 120,000 shares of common stock issuable under the 2006 Employee Benefit Plan,
    as amended, which plan qualifies as an employee benefit plan as defined under Rule 405 of
    Regulation C.<br>
    (2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the
    average of the high and low stock price of the Registrant's common stock on March 30,
    2006.</font></td>
  </tr>
</table>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p align="center"><font size="2"><strong>PART I</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>

<p style="TEXT-ALIGN: justify" align="left"><font size="2">This Registration Statement on Form S-8 relates to the
issuance of 120,000 shares of common stock pursuant a Registrant's 2006 Employee Benefit
Plan, as amended.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">ITEM 1. PLAN INFORMATION </font></p>

<p style="TEXT-ALIGN: justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The documents containing the information specified in Part I, Items 1 and 2, will be
delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated
under the Securities Act of 1933. </font></p>

<p style="TEXT-ALIGN: justify"><font size="2">ITEM 2. REGISTRANT INFORMATION AND
COMPENSATION AGREEMENTS</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The employees participating in the 2006 Employee Benefit Plan, as amended, shall be
provided a written statement notifying them that upon written or oral request they will be
provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II
of the registration statement, and (ii) other documents required to be delivered to
consultants pursuant to Rule 428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a) prospectus directed in
writing or orally to the Registrant's CEO at 5753 N.W. 158th Street, Miami, FL 33014<u>,</u>
telephone number (305) 828-3418.</font></p>

<p align="center"><font size="2"><strong>PART II</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>

<p><font size="2">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.</font></p>

<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By
this reference, the following documents filed by the Registrant with the Securities and
Exchange Commission (the &quot;Commission&quot;) are incorporated into and made a part of
&nbsp; this Registration Statement:<br>
- Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005,
June 30, 2005 and March 31, 2005, as filed with the Commission.<br>
- Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004,
as filed with the Commission.<br>
- Current Reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the 2004 fiscal year; and <br>
- The description of the Registrant's Common Stock is set forth in exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for its year ended December 31, 1995, as filed
&nbsp; with the Commission.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), subsequent
to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">ITEM 4. DESCRIPTION OF SECURITIES.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Registrant's Common Stock, par value $0.001, 200,000,000 shares authorized, is
registered under Section 12(g) of the Exchange Act. Reference is made to the Registrant's
Annual Report on Form 10-K for its year ended December 31, 1995, as filed with the
Commission.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">ITEM 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL</font></p>

<p style="TEXT-INDENT: 0.5in; TEXT-ALIGN: justify"><font size="2">The validity of the
common stock offered hereby will be passed upon for the Registrant by Thomas J. Craft,
Jr., P.A.. </font></p>

<p style="TEXT-ALIGN: justify"><font size="2">ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant's Certificate of Incorporation, provides: The Registrant shall, to the fullest
extent legally permissible under the provisions of the General Corporation Law of State of
Delaware, as the same may be amended and supplemented, indemnify and hold harmless any and
all persons whom it shall power to indemnify under said provisions from and against all
liabilities (including expenses) imposed upon or reasonably incurred by him or her in
connection with any action, suit or other proceeding in which he or she may be involved or
with which he or she may be threatened, or other matters referred to in or covered by said
provisions both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has ceased to be
a director or officer of the Registrant. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under any By-law,
Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.
The Registrant's Certificate of Incorporation, provides: No director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that nothing in this Article
shall eliminate or limit the liability of any director (i) for breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. Neither the
amendment nor repeal of this Article, nor the adoption of any provision of the Certificate
of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of
this Article in respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision. </font></p>

<p><font size="2">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</font></p>

<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</font></p>

<p><font size="2">ITEM 8. EXHIBITS</font></p>

<table cellSpacing="0" width="100%" border="0">
  <tr>
    <td width="7%"><font size="1">Exhibit No.</font></td>
    <td width="93%"><font size="1">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="1">5</font></td>
    <td width="93%"><font size="1">Opinion of Thomas J. Craft, Jr., P.A., regarding legality
    of the securities attached hereto.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="1">23.1</font></td>
    <td width="93%"><font size="1">Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 attached hereto.</font></td>
  </tr>
  <tr>
    <td width="7%"><font size="1">23.2</font></td>
    <td width="93%"><font size="1">Consent of R.E. Bassie &amp; Co.</font></td>
  </tr>
</table>

<p style="TEXT-ALIGN: justify"><font size="2">ITEM 9. UNDERTAKINGS</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement<br>
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;<br>
(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; and<br>
(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; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">(2) That, for the purpose of determining any
liability under the Securities Act, 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.</font></p>

<p style="TEXT-ALIGN: justify"><font size="2">(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.<br>
(a) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement 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.<br>
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has 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, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless 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.</font></p>
</div>

<p><br style="PAGE-BREAK-BEFORE: always; mso-break-type: section-break" clear="all">
</p>
<div>

<p style="TEXT-ALIGN: center" align="center"><font size="2">SIGNATURES</font></p>

<p style="TEXT-INDENT: 0.5in; TEXT-ALIGN: justify"><font size="2">Pursuant to 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 for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized on this March 30, 2006.</font></p>

<table height="1" cellSpacing="0" width="100%" border="0">
  <tr>
    <td width="100%" height="21"><font size="2">Calypso Wireless, Inc.</font></td>
  </tr>
  <tr>
    <td width="100%" height="1"><font size="2">/s/ David Davila</font></td>
  </tr>
  <tr>
    <td width="100%" height="21"><font size="2">Chief Executive Officer</font></td>
  </tr>
</table>
</div>
</body>
</html>
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clyw
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
Registration Statement
on Form S-8
Under the Securities Act of 1933
CALYPSO
    WIRELESS INC.
(Exact name of
    Registrant as specified in its charter)
Delaware
13-5671924
(State of Incorporation)
(IRS Employer Identification
    Number)
5753 N.W.
    158th Street, Miami, FL
33014
(Address of
    Principal Executive Offices)
(Zip Code)
2006 Employee
    Benefit Plan, as amended
(Full title of the
    plan)
David Davila,
    5753 N.W. 158th Street, Miami, FL 33014 (305) 828-3418
(Name, address and
    telephone number of agent for service)
Approximate
    Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement
    becomes effective
Total Number of
    Pages: 4
Exhibit Index begins
    on sequentially numbered page: 3
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be
    Registered
Proposed Maximum
    Offering Price per Share
Proposed Maximum
    Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.001
120,000(1)
$0.20(2)
$24,000
$2.57
(1) Securities being registered
    consist of 120,000 shares of common stock issuable under the 2006 Employee Benefit Plan,
    as amended, which plan qualifies as an employee benefit plan as defined under Rule 405 of
    Regulation C.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the
    average of the high and low stock price of the Registrant's common stock on March 30,
    2006.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 relates to the
issuance of 120,000 shares of common stock pursuant a Registrant's 2006 Employee Benefit
Plan, as amended.
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I, Items 1 and 2, will be
delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated
under the Securities Act of 1933.
ITEM 2. REGISTRANT INFORMATION AND
COMPENSATION AGREEMENTS
The employees participating in the 2006 Employee Benefit Plan, as amended, shall be
provided a written statement notifying them that upon written or oral request they will be
provided, without charge, (i) the documents incorporated by reference in Item 3 of Part II
of the registration statement, and (ii) other documents required to be delivered to
consultants pursuant to Rule 428(b). The statement will inform the participants that these
documents are incorporated by reference in the Section 10(a) prospectus directed in
writing or orally to the Registrant's CEO at 5753 N.W. 158th Street, Miami, FL 33014
,
telephone number (305) 828-3418.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
By
this reference, the following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated into and made a part of
  this Registration Statement:
- Registrant's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005,
June 30, 2005 and March 31, 2005, as filed with the Commission.
- Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004,
as filed with the Commission.
- Current Reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the 2004 fiscal year; and
- The description of the Registrant's Common Stock is set forth in exhibit 3(a) to the
Registrant's Annual Report on Form 10-K for its year ended December 31, 1995, as filed
  with the Commission.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent
to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock, par value $0.001, 200,000,000 shares authorized, is
registered under Section 12(g) of the Exchange Act. Reference is made to the Registrant's
Annual Report on Form 10-K for its year ended December 31, 1995, as filed with the
Commission.
ITEM 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL
The validity of the
common stock offered hereby will be passed upon for the Registrant by Thomas J. Craft,
Jr., P.A..
ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The
Registrant's Certificate of Incorporation, provides: The Registrant shall, to the fullest
extent legally permissible under the provisions of the General Corporation Law of State of
Delaware, as the same may be amended and supplemented, indemnify and hold harmless any and
all persons whom it shall power to indemnify under said provisions from and against all
liabilities (including expenses) imposed upon or reasonably incurred by him or her in
connection with any action, suit or other proceeding in which he or she may be involved or
with which he or she may be threatened, or other matters referred to in or covered by said
provisions both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has ceased to be
a director or officer of the Registrant. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under any By-law,
Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.
The Registrant's Certificate of Incorporation, provides: No director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director; provided, however, that nothing in this Article
shall eliminate or limit the liability of any director (i) for breach of the director's
duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. Neither the
amendment nor repeal of this Article, nor the adoption of any provision of the Certificate
of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of
this Article in respect of any matter occurring, or any cause of action, suit or claim
that, but for this Article, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
5
Opinion of Thomas J. Craft, Jr., P.A., regarding legality
    of the securities attached hereto.
23.1
Consent of Thomas J. Craft, Jr., P.A., contained in Exhibit
    5 attached hereto.
23.2
Consent of R.E. Bassie & Co.
ITEM 9. UNDERTAKINGS
(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; and
(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; provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to section 13 or section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
(a) The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the registration statement 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.
(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has 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, suit or proceeding) is asserted by
such director, officer or controlling person against the registrant in connection with the
securities being registered, the registrant will, unless 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.
SIGNATURES
Pursuant to 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 for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized on this March 30, 2006.
Calypso Wireless, Inc.
/s/ David Davila
Chief Executive Officer